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 do 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:

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Board Responsibilities, Leadership Structure, and Role in Risk Oversight

The Board ~~of Directors (“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 ~~Co-Presidents;~~CEO and President and Chief Brand Officer;

•planning for succession with respect to the ~~positions~~position of the ~~Co-Presidents~~CEO and monitoring management’s succession planning for other senior executives;

•reviewing and approving our major financial objectives, our strategic and operational plans and other significant actions;

•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 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.

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At this time, the Board believes different people should hold the positions of Chairman ~~of the Board~~ and ~~Co-Presidents,~~ CEO, as this may strengthen corporate governance and aid in the Board’s oversight of management. Currently, Brad D. Smith serves as Chairman of and Erik B. Nordstrom serves as the ~~Board and Erik Nordstrom and Peter Nordstrom serve as Co-Presidents.~~CEO. The ~~Co-Presidents are~~CEO is responsible for day-to-day leadership and performance of the Company, while the Chairman ~~of the Board~~ provides guidance to the ~~Co-Presidents~~ CEO and presides over the full Board. ~~The duties of our Chairman of the Board are more fully described in the Chairman of the Board and Presiding Director section below.~~ The Board believes this leadership structure also aids in the Board’s oversight and management of risk.

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

•manages directly 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 mapped for the appropriate management and Board (and Committee) oversight.

Through the risk oversight process, the Board: ~~(i)~~

•obtains an understanding of the risks inherent in the Company’s strategy and management’s execution of the strategy within the agreed risk appetite; ~~(ii)~~

•accesses useful information from internal and external sources about the critical assumptions underlying the strategy; ~~(iii)~~

•is alert for possible dysfunctional behavior within the organization which might lead to excessive risk taking; ~~(iv)~~

•provides input to executive management regarding critical risk issues on a timely basis; and ~~(v)~~

•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.

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Director Independence

A Director is considered independent when our Board affirmatively determines that ~~he or she~~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 ~~New York Stock Exchange (“NYSE”)~~NYSE and ~~Securities and Exchange Commission (“SEC”)~~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 ~~following~~ Director nominees, ~~are~~except Erik Nordstrom and Peter Nordstrom, is independent within the meaning of the listing standards of the NYSE, SEC rules and the Company’s Corporate Governance ~~Guidelines, and none of these Director nominees have a material relationship with the Company other than as a Director:~~Guidelines.



~~Shellye L. Archambeau~~	~~Kirsten A. Green~~	~~Gordon A. Smith~~
~~Stacy Brown-Philpot~~	~~Glenda G. McNeal~~	~~Bradley D. Tilden~~
~~Tanya L. Domier~~	~~Brad D. Smith~~	~~B. Kevin Turner~~

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, Brad D. Smith serves as the Company’s Chairman ~~of the Board~~.

The Chairman ~~of the Board~~ is appointed annually by the Board. As described in the Company’s Bylaws, Corporate Governance Guidelines and ~~Charter~~charter of the ~~Corporate Governance and Nominating Committee,~~CGNC, the ~~Chairman of the Board:~~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 ~~regular~~ 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 ~~Corporate Governance and Nominating Committee~~CGNC on nominees to fill vacant Board seats and the selection of Committee Chairs and membership on Board Committees;

•advises the ~~Co-Presidents~~CEO and other members of the Executive Team on such matters as strategic direction, corporate governance and overall risk assessment; and

•performs such other duties as the Board may from time to time delegate to assist the Board in the fulfillment of its responsibilities.

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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~~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 capability 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 ~~those~~that of the ~~Co-Presidents.~~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 ~~with the oversight of our Corporate Governance and Nominating Committee,~~ is responsible for implementing succession procedures for the ~~Co-Presidents.~~CEO. We believe the Board, led by our Chairman, should collaborate with the ~~Co-Presidents~~ 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 ~~one or more of~~ the ~~Co-Presidents’ positions,~~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.

~~Communications with Directors~~

~~Shareholders and other interested parties may communicate with Directors by contacting the Corporate Secretary’s Office at:~~



	~~Telephone:~~ ~~206-303-2541~~

7	~~Email:board@nordstrom.com~~

*	~~Mail:~~ ~~Nordstrom, Inc.~~ ~~1700 Seventh Avenue, Suite 1500~~ ~~Seattle, Washington 98101-4407~~ ~~Attn: Corporate Secretary~~

~~The Corporate Secretary will relay the question or message to the specific Director with whom the shareholder or interested party wishes to communicate.~~

If no specific Director is requested, the Corporate Secretary will relay the question or message to the Chairman of the Board. Certain items that are unrelated to the duties and responsibilities of the Board, such as business solicitations, advertisements, junk mail and other mass mailings will not be relayed to Directors.

The Audit and Finance Committee has established procedures to respond to possible concerns about ethics and accounting-related practices. To report your concerns, you may use the Company’s confidential Whistleblower Hotline at:



	~~Telephone:~~ ~~1-888-832-8358~~

	~~Internet:ethicspoint.com~~

~~Your concerns will be investigated and communicated to the Audit and Finance Committee, as necessary.~~

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Board Committees and Charters

The Board has afour standing committees: Audit and Finance ~~Committee,~~(“AFC”); Compensation, ~~Committee,~~People and Culture (“CPCC”); Corporate Governance and Nominating ~~Committee,~~(“CGNC”); and Technology ~~Committee.~~(“TC”). Each Committee has a Board-approved ~~Charter~~charter which is reviewed annually by the respective Committee. Recommended changes to the charter, if any, are submitted to the ~~Corporate Governance and Nominating Committee~~CGNC and the Board for approval. The Board makes Committee and Committee Chair assignments annually

at its meeting immediately following 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~~charters and current Committee membership are posted on our ~~website at~~ ~~investor.nordstrom.com~~ ~~and may be viewed by selecting the Corporate Governance item in the~~ Investor Relations ~~drop-down menu. The Chairs and members of the Committees as of the date of this Proxy Statement are identified in the following table.~~Website.



~~Director~~	~~Audit and Finance Committee~~	~~Compensation Committee~~	~~Corporate Governance and Nominating Committee~~	~~Technology Committee~~
~~Shellye L. Archambeau~~			ü	ü
~~Stacy Brown-Philpot~~	ü			ü
~~Tanya L. Domier~~	ü
~~Kirsten A. Green~~	ü			ü
~~Glenda G. McNeal~~		ü	ü
Philip G. Satre*	ü	ü
~~Brad D. Smith~~		ü	ü
~~Gordon A. Smith~~		ü
~~Bradley D. Tilden~~
~~B. Kevin Turner~~			ü


	~~Chair~~


*	~~Mr. Satre is not seeking re-election and will be retiring from the Board at the end of his current term in May 2019.~~



Audit and Finance Committee

~~This committee was formed from the merger of the Audit Committee and Finance Committee in May 2018.~~

As more fully described in its ~~Charter,~~charter, the primary ~~responsibility~~responsibilities of the ~~Audit and Finance Committee is~~AFC are to assist the Board in fulfilling its oversight responsibility ~~by reviewing and discussing:~~with respect to:

•the integrity of the Company’s financial statements;

•the accounting, auditing and financial reporting processes of the Company;

•the management of business and financial risk and the internal controls environment;

•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 ~~Corporate Governance and Nominating Committee~~CGNC with respect to corporate governance standards;

•the reports resulting from the performance of audits by the independent auditor and the internal audit team;

•the qualifications, independence and performance of the Company’s independent auditors; and

•the performance of the Company’s internal audit team.

In addition, the ~~Audit and Finance Committee~~AFC provides financial oversight, ~~including:~~

~~assisting the Board in fulfilling its oversight responsibilities~~including with respect to to:

•the Company’s capital structure, financial policies, capital investments, business and financial planning and related matters;

~~reviewing and discussing~~ •the Company’s tax strategies and the implications of actual or proposed tax law changes;

~~reviewing and discussing~~

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•the Company’s dividend payment and share repurchase strategies, banking relationships, borrowing facilities and cash management; and

~~monitoring the ratings assigned by rating agencies to~~ •the Company’s ~~long-term debt.~~compliance with covenants under its outstanding indebtedness and borrowing facilities.

The ~~Audit and Finance Committee~~AFC regularly reviews accounting, auditing and financial reporting processes, enterprise risk management, and compliance with laws and regulations. The ~~Audit and Finance Committee~~AFC also meets privately and separately with the independent registered public accounting firm, the ~~Chief Financial Officer~~CFO and the Vice President, Internal Audit.

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In addition to meeting the independence requirement for audit committee members, the Board has determined that each current member of the ~~Audit and Finance Committee~~AFC also meets the financial literacy and experience requirements contained in the corporate governance listing standards of the NYSE. ~~The Board has determined that all Audit and Finance Committee members qualify as “audit committee financial experts” under~~While the ~~regulations of the SEC. Although all~~ members of the Audit and Finance Committee meet the current regulatory requirements for accounting or related financial management expertise and the Board has determined that each of them qualifies as an “audit committee financial expert,” members of the Audit and Finance CommitteeAFC are not professionally engaged in the practice of auditing or accounting and are not technical experts in auditing or ~~accounting.~~accounting, the Board has determined that all AFC members qualify as “audit committee financial experts” under the regulations of the SEC.



Compensation, People and Culture Committee

As more fully described in its ~~Charter,~~charter, the primary responsibilities of the ~~Compensation Committee are:~~CPCC are to assist the Board in fulfilling its oversight responsibility with respect to:

~~approving an~~•the overall compensation philosophy for the Company’s Executive Officers in light of the Company’s goals and objectives. The Executive Officers are referenced on pages 27 and 28 and include the ~~Named Executive Officers~~NEOs shown in the ~~Compensation Discussion and Analysis~~CD&A on page 29 and other business unit presidents and Company executives ~~over~~with responsibility for major organizational functions ~~reporting~~who report to the ~~Co-Presidents~~CEO or other senior executives;

~~selecting~~•the selection of performance measures aligned with the Company’s business strategy;

~~reviewing and approving~~ •the Company’s cash and equity-based compensation plans for executives;

~~recommending to~~ •the ~~Board~~annual review of the ~~form~~overall performance of the CEO and ~~amount of Director compensation;~~President and Chief Brand Officer;

~~reviewing and approving any~~ •benefit plans, retirement and deferred compensation or other perquisites offered to the Executive Officers and other eligible employees;

•compensation risk assessment; and

~~reviewing the Company’s compensation practices so that they do not encourage imprudent risk taking.~~•key talent initiatives such as diversity, inclusion and belonging.

The ~~Committee~~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 ~~Committee~~CPCC has retained

Semler Brossy, ~~Consulting Group, LLC (“Semler Brossy”),~~ an independent compensation consulting firm, to advise the ~~Committee~~CPCC on executive compensation and benefit matters. Semler Brossy provides services only as directed by the ~~Committee.~~CPCC. During fiscal year ~~2018,~~2020, Semler Brossy’s services included a review of executive and director pay programs, ~~performance goal-setting, alignment~~a review of the compensation peer group, a review of pay and performance, and other pay-related matters specific to the ~~Compensation Committee’s Charter.~~ CPCC’s charter. The ~~Compensation Committee~~CPCC has ~~assessed the independence of Semler Brossy pursuant to NYSE rules and~~ determined that Semler Brossy is independent under the rules of the NYSE and that its work for the ~~Compensation Committee~~CPCC does not raise any conflict of interest.

A consultant from Semler Brossy attends ~~Committee~~CPCC meetings in person or by phone and supports the ~~Committee~~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, ~~long-term incentives~~LTIs and other compensation elements, and advice on management’s proposed levels of executive compensation. Semler Brossy also advises the ~~Committee~~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 ~~Committee~~CPCC from time to time as necessary to carry out its responsibilities under its ~~Charter.~~charter.



Corporate Governance and Nominating Committee

As more fully described in its ~~Charter,~~charter, the primary responsibilities of the ~~Corporate Governance and Nominating Committee are:~~CGNC are to assist the Board in fulfilling its oversight responsibility with respect to:

~~reviewing and recommending~~•the recommendation of individuals to the Board for nomination as members of the Board and its Committees;

~~reviewing~~•the evaluation of possible conflicts of interest of Board members and the Company’s Executive Officers;

~~developing and reviewing~~ •the Company’s Corporate Governance Guidelines;

~~reviewing and considering revisions to~~

•the corporate governance standards contained in the Company’s Codes of Business Conduct and Ethics;

~~reviewing and recommending approval of the~~ •policies and practices of the Company in the area of corporate governance;

~~producing and providing~~•the recommendation to the Board anof the form and amount of Director compensation;

•the annual performance evaluation of the Board, the Directors and each Committee of the Board; and

~~establishing~~•the establishment of succession procedures in the case of an emergency or the retirement of ~~one or both Co-Presidents; and~~

~~reviewing~~ the ~~overall performance of the Co-Presidents on an annual basis.~~CEO.

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Technology Committee

As more fully described in its ~~Charter,~~charter, the primary responsibilities of the ~~Technology Committee are:~~

~~assisting~~TC are to assist the Board in fulfilling its oversight responsibility with respect to to:

•the Company’s technology strategy;

~~reviewing and discussing~~ •the Company’s technology acquisition and development process to ~~assure~~ensure ongoing business growth;

~~reviewing and discussing~~

•the Company’s data management and automation processes, and measurement and tracking systems;

~~reviewing and discussing~~ •the Company’s policies and safeguards for information technology and data ~~security;~~security, as well as risks and

~~making recommendations to the Board~~ incidents with respect to information technology and data security; and

•investments in technology.

Board Meetings and Attendance

The Board held 9six formal meetings during fiscal year ~~2018,~~2020, one of which was devoted principally to Company strategy. During the past fiscal year, the ~~Audit Committee~~AFC held 5seven formal meetings, the ~~Finance Committee~~CPCC held 2four formal meetings, the ~~combined Audit and Finance Committee~~CGNC held ~~8 meetings after merging in May 2018, the Compensation Committee held 6 meetings, the Corporate Governance and Nominating Committee held 5~~five formal meetings, and the ~~Technology Committee~~TC held 4four formal meetings. In addition, the Board participated in numerous informal calls and discussions during the early months of the COVID pandemic. Each Director attended at least 75% of the aggregate of all formal meetings of the Board and the Committees on which ~~he or she~~they served during the year, and overall attendance at ~~the~~formal meetings, on a combined basis, was ~~94%~~99%. Independent members of the Board met at each ~~regular~~formal meeting of the Board in executive session without management present. Directors are expected to attend the Annual Meeting of Shareholders, if practicable. All Directors attended the 2020 Annual Meeting of Shareholders.

Director Compensation

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 ~~Nordstrom common stock (“~~Common ~~Stock”)~~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 ~~that~~ the Director fees paid by the Company should be competitive with other companies ofhaving similar characteristics.

Employee Directors of the Company are not paid any fees for serving as members of the Board. ~~Nonemployee~~Non-employee Director compensation ~~consists~~is discussed below.

Changes for 2020

At the February 2020 Board meeting, after consideration of recommendations made by the CPCC’s compensation consultant, the following ~~elements:~~pay component changes were made to Director Compensation beginning in fiscal year 2020 to better align pay with that of our peer companies. The last material change to Director Compensation was in 2014.

Cash Retainers

•increased the annual Director Retainer from $85,000 to $95,000;

•increased the annual CPCC Chair Retainer from $20,000 to $25,000; and

•increased the annual CGNC Chair Retainer from $15,000 to $20,000.

Subsequent to the meeting, based on the uncertainty surrounding the impact of COVID-19 on business operations and to enhance the Company’s liquidity, the Directors agreed to rescind their action with respect to an increase in fees. Inaddition, the Directors agreed to reduce their 2020 cash retainers by 50% and defer payment of their remaining cash retainers for the six months immediately following the 2020 Annual Meeting.



~~Annual Compensation Elements for 2018~~	~~Amount~~Stock Awards •The annual Director Equity Grant of Common Stock was increased from a grant date fair value of $140,000 to a grant date fair value of $150,000. Stock Ownership Guidelines In addition to the changes to the Director Compensation components, the Board increased the Director Stock Ownership Guidelines to require Directors to own Common Stock having a value of at least $450,000 by their fifth anniversary of joining the Board. This was an increase from the former requirement of $425,000. ($)*
~~Director Retainer~~	~~85,000~~
~~Audit and Finance Committee Chair Retainer~~	~~20,000~~
~~Compensation Committee Chair Retainer~~	~~20,000~~
~~Corporate Governance and Nominating Committee Chair Retainer~~	~~15,000~~
~~Technology Committee Chair Retainer~~	~~15,000~~
Special Committee Member Retainer**	~~20,000~~
Special Committee Working Member Retainer**	~~35,000~~
Special Committee Chair Retainer**	~~100,000~~
~~Director Equity Grant of Common Stock having a grant date value of~~	~~140,000~~
~~Chairman of the Board Equity Grant of Common Stock having a grant date value of~~	~~200,000~~


*	~~Directors may elect to take some or all of their cash retainer fees in Common Stock.~~

In addition to the standing board committees identified above, the Board formed a special committee, consisting of: Ms. Archambeau, Ms. Brown-Philpot, Mr. Satre, Mr. Brad Smith, Mr. Gordon Smith, Mr. Tilden, and Mr. Turner, in connection with the announcement in June 2017 by the Nordstrom family that it was exploring the potential of a going-private transaction. This special committee was disbanded in March 2018, following the conclusion of that process.

Under the Director Stock Ownership Guidelines, Directors are currently required to own ~~Common Stock~~shares having athe requisite value ~~of at least $425,000~~ by their fifth anniversary of joining the Board. As of March ~~15, 2019,~~10, 2021, 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 will be 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.

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Scheduled Annual Compensation Elements for 2020*			Amount ($)**
Director Retainer			85,000
AFC Chair Retainer			30,000
CPCC Chair Retainer			20,000
CGNC Chair Retainer			15,000
TC Chair Retainer			15,000
Director Equity Grant of Common Stock having a grant date value of			150,000
Chairman of the Board Equity Grant of Common Stock having a grant date value of			200,000

* In fiscal year 2020, scheduled cash retainers were reduced, as discussed in the comments below.

** Directors may elect to take some or all of their cash retainer fees in Common Stock.

Changes for 2021

No changes were made to Director Compensation for fiscal year 2021.


Director Summary Compensation Table

During the fiscal year ended ~~February 2, 2019, nonemployee~~January 30, 2021, non-employee Directors of the Company received the following compensation for their services:


Name	Fees Earned or Paid in Cash ($)(a)(b)	Stock Awards ($)(b)(c)	All Other Compensation ($)(d)	Total ($)
Shellye L. Archambeau	50,000	149,990	4,202	204,192
Stacy Brown-Philpot	50,000	149,990	1,428	201,418
Tanya L. Domier	52,500	149,990	15,148	217,638
James L. Donald	42,500	149,990	—	192,490
Kirsten A. Green	42,500	149,990	12,623	205,113
Glenda G. McNeal	42,500	149,990	—	192,490
Brad D. Smith	42,500	349,999	2,466	394,965
Bradley D. Tilden	57,500	149,990	5,013	212,503
Mark J. Tritton	42,500	149,990	17,590	210,080

Name
Fees Earned
or Paid in Cash
($)(a)(b)

Stock
Awards
($)(b)(c)

All Other
Compensation
($)(d)

Total
($)

Shellye L. Archambeau 105,000
139,977
10,395
255,372
Stacy Brown-Philpot 105,000
139,977
4,804
249,781
Tanya L. Domier 105,000
139,977
17,722
262,699
Kirsten A. Green* —
—
—
—
Glenda G. McNeal* —
—
—
—
Philip G. Satre 185,000
339,929
2,068
526,997
Brad D. Smith 105,000
239,968
3,228
348,196
Gordon A. Smith 120,000
139,977
13,937
273,914
Bradley D. Tilden 125,000
139,977
4,237
269,214
B. Kevin Turner 135,000
139,977
27,186
302,163


*	~~Kirsten Green and Glenda McNeal were appointed on February 26, 2019, and received no compensation in fiscal year 2018.~~

(a) Fees Earned or Paid in Cash

The amounts reported reflect the cash fees paid to each ~~nonemployee~~non-employee Director, whether or not such fees were ~~deferred or taken as Common Stock. Ms. Archambeau and Ms. Brown-Philpot received $20,000 in cash for their services as Special Committee Members and elected to take their retainers in Common Stock.~~deferred. Ms. Domier received $20,000 for service as the Compensation Committee Chair. Mr. Satre received $100,000 for his service as Chair of the Special Committee. Mr. Brad Smith received $20,000 for his service as a Special Committee Member. Mr. Gordon Smith received $20,000$10,000 in cash ~~for his service as a Special Committee Member and elected to take his retainer and $15,000~~ for service as Chair of the ~~Corporate Governance and Nominating Committee~~CPCC. Ms. Archambeau received $7,500 in ~~Common Stock. Mr. Tilden received $20,000~~cash for service as Chair of the ~~Audit and Finance Committee and $20,000 as a Special Committee Member.~~CGNC. Mr. ~~Turner~~Tilden received ~~$35,000~~$15,000 in cash for service ~~as a Special Committee Working Member and elected to receive his retainer and $15,000~~ as Chair of the ~~Technology Committee~~AFC. Ms. Brown-Philpot received $7,500 in ~~Common Stock.~~cash for service as Chair of the TC.

Based on the uncertainty surrounding the impact of COVID-19 on business operations and to enhance the Company’s liquidity, the Directors agreed to reduce their 2020 cash retainers by 50% and defer payment of their remaining cash retainers for the six months immediately following the 2020 Annual Meeting.

(b) Deferred Compensation Program

~~Nonemployee~~Non-employee Directors may elect to defer all or a part of their cash retainers and stock awards under the ~~Nordstrom Directors Deferred Compensation Plan (“Directors Plan”).~~DDCP. Directors are required to make advance elections to defer the receipt of fees or stock awards, and all deferral elections generally are irrevocable. Directors are also required to make advance elections about the form and timing of distribution of their deferred cash fees or stock awards.

In ~~2018,~~2020, cash deferrals could be directed among 18 deemed investment alternativesand 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 ~~4.4%~~4.31% in ~~2018,~~2020, 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 ~~Directors Plan~~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 which ended ~~February 2, 2019, Ms. Archambeau and~~January 30, 2021, Ms. Brown-Philpot deferred 100% of ~~their~~her stock ~~awards~~award and cash fees into the ~~Directors Plan.~~DDCP.

The amounts reported reflect the grant date fair value associated with each Director’s stock awards. Fractional shares are not awarded or paid in cash. In recognition of the significant time and attention in performing the duties required of the position, our Chairman of the Board is annually awarded, on the ~~date of~~first open trading day following the ~~Company’s~~ Annual Meeting, an additional stock award having a grant date fair value of $200,000. ~~On November 20, 2018, Brad D. Smith received an additional pro-rated stock award having a value of $99,991, after assuming the position of Chairman of the Board on November 1, 2018.~~

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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 discounts ranging from 20% for eligible ~~nonmanagement~~non-management employees up to 33% for eligible management and high-performing ~~nonmanagement~~ non-management

employees and Directors. A 40% discount is available at certain times of the year on specified merchandise. These discounts vary somewhat by source and type of merchandise or service. During the fiscal year ended ~~February 2, 2019, all~~January 30, 2021, All Other Compensation consisted only of merchandise discounts for all Directors.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended ~~February 2, 2019,~~January 30, 2021, no member of the ~~Compensation Committee~~CPCC was an employee ~~officer~~ or ~~former~~ officer of the Company or any

of its subsidiaries, ~~and no Executive Officer of the~~was formerly a Company ~~served on the board of directors~~officer, or ~~compensation committee of~~had any ~~entity that has one or more directors, or compensation committee of any entity that has one or more Executive Officers, serving as a member of the Company’s Board or Compensation Committee.~~relationship otherwise requiring disclosure.

Codes of Business Conduct and Ethics ~~and Other Policies~~

We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our ~~Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer~~PEO, PFO, PAO and persons performing similar functions. We have also adopted a Directors’ Code of Business Conduct and Ethics that applies to all of our Directors. Copies of each of these Codes

are posted on our Investor Relations Website. A grant of a waiver from a provision of the codes requiring disclosure under applicable SEC rules, if any, will be disclosed on our ~~website at~~ ~~investor.nordstrom.com~~ ~~and may be viewed by selecting the Corporate Governance item in the~~ Investor Relations ~~drop-down menu.~~Website.

~~We have a policy that prohibits~~

Hedging and Pledging Policies

Our policies prohibit Directors and Executive Officers (as well as other key insiders and their immediate family members) from engaging in hedging or short sale transactions with respect to the Company’s Common Stock. We also have a policy with respect to pledging of Common Stock, which subjects Directors and Executive Officers to a preclearance

requirement and 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 0.5% of the Company’s outstanding shares pledged to third ~~parties and are in compliance with our policy.~~parties.

Corporate Social Responsibility

~~Our goal~~

Leaving It Better Than We Found It

Over the last year, our world, industry and company have forever changed as we have all experienced events and faced levels of adversity that lack any sort of blueprint. But we have also seen new levels of compassion, community and inspiration as we all worked to support each other. While there is still a great deal of uncertainty, we have adapted and emerged more committed than ever to deliver on our intention to leave the world better than we found it.

As a company, we believe the impacts we have on our employees, customers and communities extend well beyond the walls of our stores. We have an obligation to ensure we operate as a responsible company our employees can be proud of. The idea that we have a role to play in building and shaping a positive, inclusive and sustainable future is not new to us, but it has become more important than ever. Last year, we accelerated our efforts and reaffirmed our commitment to our three Corporate Social Responsibility priorities: Environmental Sustainability, Corporate Philanthropy, and Human Rights.

Respecting the Environment

We have more visibility than ever before into the impact our business ~~with~~has on the ~~utmost integrity~~environment and ~~serve~~how we manufacture our ~~customers, employees and shareholders in a way that is deserving of their support and trust. Social~~products. This means we have an increasing responsibility ~~is one way~~to mitigate those impacts whenever possible. In 2014, we ~~strive to follow through with this commitment. We actively pursue solutions~~set ambitious five-year goals to reduce our impact, nearly all of which we met or exceeded ahead of schedule. We have also launched and expanded programs to help our customers shop sustainably, as with Sustainable Style and BEAUTYCYCLE, both of which also play an important role in our future goals.

Taking Care of Our Communities

Partnering with our employees, we donated $3.5 million to 3,615 causes and organizations last year through our employee matching gift program. We also took action in creative ways, like leveraging our tailors across the country to help create nearly one million medical-grade masks to support health care workers during the shortage in March and April.

Respecting Human Rights

Our community support extends to the health, safety and human rights of all people, including our customers, our employees and those who make the products we sell. By partnering directly with factories, we work to create comprehensive and sustainable progress. We audit 100% of new Nordstrom Made factories for compliance with our Partnership Guidelines before beginning production and perform annual audits thereafter. These audits include wage and hour records and management systems. Our agreements with all factories afford us the right to conduct unannounced audits of their facilities, which we do periodically.

While we achieved our goals, our work did not stop in 2020. We spent time listening to customers, employees, company leaders, investors, sustainability experts and even brand partners to help inform our new set of goals for 2025. These goals center around climate change, environmental impact ~~contribute~~of products and services and circularity; customer engagement and cause marketing, corporate grantmaking and employee engagement; and ethical working practices and women’s empowerment. For the full details on our goals and progress to leave the world better than we found it, visit nordstromcares.com.

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Diversity, Inclusion, and Belonging

Committed to Change

We are committed to being a positive part of the change that is needed in the world. We have amplified our efforts over the past several years to promote diversity, inclusion and belonging at Nordstrom, but events in our world have accelerated this work. Since 2019, we have achieved 100% pay equity and nearly 100% pay parity. We have improved diversity throughout our Company in recent years, where women make up 45% of our current Board – nearly 30% of whom are people of color – and 60% of leadership, but we know we have more work to do. We have partnered with NAACP Legal Defense and Education Fund, Hispanic Association on Corporate Responsibility, Black Lives Matter Global Network Foundation and the National Urban League, among others, through financial support and corporate volunteerism.

Throughout 2020, we continued our listening to gain insights on the experience of our employees and customers which help inform our path forward, including setting specific goals to address our opportunities for growth. In the past year, we expanded our Employee Resource Groups to representDisabled communities in addition to our existing groups for Black, Latinx, Asian Pacific-Islander, LGBTQIA+, Women, Veterans and Parents. Additionally, we brought together diverse leaders across the company and Board to form our diversity, inclusion and belonging action council to help deliver ourdiversity, inclusion and belonging strategy, which is focused on four pillars: Talent, Culture, Marketplace and Leadership and exemplifies our commitment to change.

GOALS

Focus on our Talent

Historically, representation in our stores has been rich with ethnic and gender diversity, however this has not always been the case for our corporate population. We plan to increase demographic diversity in all our corporate and leadership positions to better reflect the North American population. By the end of 2025, we will increase representation of Black and Latinx populations in people-manager roles by at least 50%. We will leverage our internship program and other initiatives that help us reach qualified candidates early in their careers, with a goal on average of at least 50% of participants in these programs coming from underrepresented populations.

We are revisiting our practices and the training resources we offer for all customer-facing roles to ensure they include anti-racism and anti-bias content.

Improving our Culture

In 2020, we responded to the social unrest in our country by launching monthly courageous conversations with our employees and established a continuous listening survey to keep a pulse on employee sentiment. Going forward, we will take what we have learned to strengthen belonging and address favoritism through greater consistency, collaboration, communication and connection. Our Voice of the Employee survey will be our benchmark for success in this area, and we are working to improve our Inclusion and Belonging Index score by eight points and Favoritism Index score by six points by 2025.

Responding to the Marketplace

In 2020, we carefully reviewed and updated our marketing imagery to represent the customers we want to attract and the communities we represent. Looking ahead, we will serve customers on their terms, through a lens of anti-racism, identity, and equity at every touchpoint. We are committing to deliver $500 million in retail sales from brands owned by, operated by, or designed by Black and/or Latinx individuals by the end of 2025. We are also renewing our Supplier Diversity program, which will track and support diverse-owned suppliers across all areas of our business.

Aligning our Leaders

We will declare and commit to compelling, future-oriented leadership expectations and shared culture that will drive our business ambition. We will measure our leaders on their performance in this area through the Inclusion Index and feedback from their teams and coworkers. We will double our charitable giving to nonprofit organizations that promote anti-racism, bringing that total to approximately $1 million per year for the next five years. We have joined a multiyear corporate partnership with the National Urban League, a historic civil rights ~~of workers who create~~organization dedicated to economic empowerment, equality and social justice.

We have long believed that we're all made better by the diversity that exists within our ~~products. We believe that both transparency and collaboration are key to progress in all of these areas,~~communities and we ~~disclose~~will continue doing our ~~efforts in an annual Corporate Social Responsibility Report. More information can be found~~part to bring about meaningful change. Read more about our diversity, inclusion and belonging strategy, goals and progress at ~~nordstrom.com~~ under Nordstrom Cares. We also continue to work with and learn from interested parties. The Company does not use corporate funds to make contributions to support or oppose federal, state or local political parties, candidates, campaigns and/or ballot measures. Our statement on Political Activity may be accessed through our website at ~~investor.nordstrom.com~~ ~~and may be viewed by selecting the Corporate Governance item in the Investor Relations drop-down menu.~~nordstrom.com/diversity.

Website Access to Corporate Governance Documents

The ~~Charters~~charters for each of the standing Committees of the Board, the Company’s Corporate Governance Guidelines, the Employee Code of Business Conduct and Ethics, and the Director Code of Business Conduct and Ethics, as well as all Company filings made with the SEC, may be accessed ~~through~~on our ~~website at~~ ~~investor.nordstrom.com, and may be viewed by selecting the Corporate Governance item in the~~ Investor Relations ~~drop-down menu and SEC Filings.~~

Website.

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PROPOSAL 1			ELECTION OF DIRECTORS

The Board recommends a vote FOR each Director nominee.

~~Eleven~~Ten nominees, recommended by the Company’s Board, will be elected at the Annual Meeting, each to hold office until the ~~2020~~2022 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. Tanya L. Domier is not seeking re-election and will be retiring from the Board at the end of her current term in May 2021. All of the nominees listed in this Proposal 1 are currently Directors of the Company.



Director Qualifications, Experience, and ~~Experience~~

The Board, acting through the Corporate Governance and Nominating Committee, seeks a Board that, as a whole, possesses the experience, skills, backgrounds and qualifications appropriate to function effectively in light of the Company’s current and evolving business circumstances. The Committee reviews the size of the Board, the tenure of our Directors and their skills, backgrounds and experiences in determining the slate of nominees and whether to seek one or more new candidates. The Committee seeks directors with established records of significant accomplishments in businesses and areas relevant to our strategies. With respect to the nomination of continuing Directors for re-election, the individual’s prior contributions to the Board are also considered.

All of 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. The process undertaken by the Committee in recommending qualified director candidates is described in the Director Nominating Process below.

~~Director~~ Nominating Process

The ~~Corporate Governance and Nominating Committee~~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.

In nominating director candidates, the ~~Committee~~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.~~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 and the extent to which the candidate would be a desirable addition to the Board and any Committees of the Board.

In addition to these factors, the Committee ~~may~~ also ~~consider~~considers a director candidate’s diversity of background during the evaluation and selection process of director candidates. 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 Committee ~~however,~~ 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 Committee may weigh certain factors more or less heavily. The goal of the Committee is to assist the Board in attracting competent individuals with the requisite management, financial and other expertise who will act as directors in the best interests of the Company and its shareholders.

The Committee will consider the qualifications of director candidates recommended by shareholders, and evaluate each of them using the same criteria the Committee uses for incumbent candidates. Shareholders who wish to submit nominees for election as directors should follow the procedures described on page ~~75.~~64. No director candidates were recommended by our shareholders for election at the Annual Meeting.

All of 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 on the following page 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 on the following page 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 on the following page demonstrates how our Board is well positioned to provide strategic advice and effective oversight to Company management.

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The following table summarizes key qualifications, skills or attributes most relevant to the decision to nominate an individual to serve on the Board. A mark indicates an area of focus or expertise on which the Board relies. The lack of a mark, however, does not mean the Director does not possess that qualification or skill.


Nominee Skills Matrix

Director Nominee

Retail Industry

Online Scale & Growth

Business Transformation

Marketing & Customer Experience

CEO Experience

Financial Literacy

Technology Expertise

Risk Management

Shellye L. Archambeau

Stacy Brown-Philpot

~~Tanya~~

James L. ~~Domier~~Donald

Kirsten A. Green

Glenda G. McNeal

Erik B. Nordstrom

Peter E. Nordstrom

Brad D. Smith

~~Gordon A. Smith~~

Bradley D. Tilden

~~B. Kevin Turner~~

~~Global/International Commerce~~

~~Retail Industry~~

~~eCommerce/Technology~~

~~Finance/Accounting~~

~~Senior Executive Management~~

üMark J. Tritton

TOTAL

~~Legal~~7/10

8/10

9/10

10/10

7/10

6/10

~~Customer-Focused Business~~

~~General Business Management~~

~~Communications/Marketing~~

~~Governance~~

~~Public Company Board~~

~~Loyalty/Rewards Program~~

ü7/10

~~No director candidates were recommended by our shareholders for election at the Annual Meeting.~~

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Our Director Nominees

Information related to the Director nominees is set forth below, 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.



	~~Shellye L. Archambeau~~
~~Director since 2015~~
~~Age 56~~
~~Former~~Career Highlights •2002 to 2018: Chief Executive Officer of MetricStream, Inc., a global provider of governance, risk, compliance and quality management solutions to corporations across diverse industries ~~from 2002~~ •2001 to ~~January 2018. Prior to joining MetricStream, Ms. Archambeau was~~ 2002: Chief Marketing Officer and Executive Vice President of Sales for Loudcloud, Inc., a provider of ~~Internet~~internet infrastructure services ~~from 2001~~ •2000 to ~~2002;~~ 2001: Chief Marketing Officer of NorthPoint Communications ~~from 2000~~ •1999 to ~~2001; and~~ 2000: President of Blockbuster, Inc.’s ~~ecommerce~~e-commerce division ~~from 1999~~ •Prior to ~~2000. Before joining Blockbuster, Ms. Archambeau~~1999: held domestic and international executive positions during a 15-year career at ~~IBM.~~ IBM
Shellye L. Archambeau
Independent Director		Skills and Qualifications
Joined the Board: 2015		Ms. Archambeau has been a director of Verizon, Inc. since December 2013, a director at Roper Technologies, Inc. since April 2018, and a director at Okta since December 2018. She served as a director of Arbitron, Inc. from 2005 to 2013. ~~Ms. Archambeau brings to the Board, among other skills and qualifications,~~extensive leadership experience in technology, ~~ecommerce,~~e-commerce, digital media and ~~communications. Her~~communications, each of which is critical to our success during the ongoing transformation of the retail industry. In addition, her technology ~~and international~~ experience ~~position~~positions her to advise the Board and senior management on ~~global operations and on~~ technology innovations to elevate the customer experience.


Age 58

	~~Stacy Brown-Philpot~~
~~Director since 2017~~
~~Age 43~~Other Current Public Boards		Nordstrom Board Committee Memberships
Verizon, Inc.		CGNC (Chair)
Okta Inc.		TC
Roper Technologies, Inc.


						Career Highlights •2016 to 2020:Chief Executive Officer of TaskRabbit, Inc., a digital home services labor platform company ~~since April 2016. Previously, Ms. Brown-Philpot served as the company’s~~ •2013 to 2016: Chief Operating Officer ~~from January 2013 to April 2016. From May 2012 to December 2012, Ms. Brown-Philpot was an~~ of TaskRabbit, Inc. •2012: Entrepreneur-in-Residence at Google Ventures, the venture capital investment arm of Alphabet, Inc. •Prior to ~~that, she spent nearly a decade, from 2003 to 2012, in~~2012: various directorial positions at Google, including two years as the company’s ~~senior director~~Senior Director of ~~global consumer operations. Ms. Brown-Philpot also has a background in finance where she served as a senior analyst~~Global Consumer Operations; Senior Analyst at Goldman ~~Sachs~~Sachs; Senior Associate at PriceWaterhouseCoopers
Stacy Brown-Philpot
Independent Director						Skills and ~~senior associate at PricewaterhouseCoopers. She has been a director of HP Inc. since 2015.~~Qualifications
Joined the Board: 2017						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.~~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.


Age 45

	~~Tanya L. Domier~~
~~Director since 2015~~
~~Age 53~~Other Current Public Boards		Nordstrom Board Committee Memberships
HP, Inc.		AFC
		TC (Chair)

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						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 ~~Advantage Solutions,~~Albertsons • ~~a global business solutions services firm, since 2013 and has served on Advantage Solutions’ board of directors since 2008. Ms. Domier was~~ 2018: President and Chief Operating Officer ~~from 2010~~ of Albertsons •2013 to ~~2012~~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
James L. Donald
Independent Director						Skills and President of Marketing Services Division and Integrated Marketing Services from 2000 to 2010. Before joining Advantage Solutions (formerly known as Advantage Sales & Marketing) in 1990, Ms. Domier held management positions withQualifications
Joined the ~~J.M. Smucker Company. She has been a director of Yum! Brands, Inc. since January 2018.~~Board: 2020 ~~Ms. Domier~~						Mr. Donald brings to the ~~Board extensive~~board 45 years of experience in ~~global sales~~leadership roles at consumer-facing businesses ranging from hospitality to retail. Mr. Donald has a wealth of knowledge and ~~marketing focused on~~expertise in navigating the ~~customer, successful strategic planning expertise~~fast-paced and ~~senior leadership skills. Further, Ms. Domier possesses financial and accounting skills, and knowledge of and experience with executive compensation programs.~~dynamic environment facing the Company today.


Age 67

	~~Kirsten A. Green~~
~~Director since 2019~~Other Current Public Boards		Nordstrom Board Committee Memberships
~~Age 47~~Albertsons Companies, Inc.		AFC
		TC


						Career Highlights •2010 to present: Founder and Managing Partner of Forerunner Ventures, a venture capital ~~firm, since 2010.~~ ~~Prior to founding~~firm. In her role with Forerunner Ms. Green was an equity research analyst and investor at Banc of America Securities, formerly Montgomery Securities. Ms. Green began her career at Deloitte & Touche LLP where she earned her CPA license.Ventures, Ms. Green has served ~~as a member of~~on the ~~board~~boards of directors of numerous private companies since ~~2013.~~2013 •Prior to 2010: Equity Research Analyst at Banc of America Securities; Senior Associate at Deloitte & Touche LLP
Kirsten A. Green
Independent Director						Skills and Qualifications
Joined the Board: 2019						Ms. Green brings to the Board extensive experience in consumer and ~~commerce focused~~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.

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Age 49

	~~Glenda G. McNeal~~
~~Director since 2019~~Other Current Public Boards		Nordstrom Board Committee Memberships
~~Age 58~~Hims, Inc.		AFC
Northern Star Investment Corp. II		TC

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						Career Highlights •2017 to present: President Enterprise Strategic Partnerships of American Express ,• ~~since 2017.~~ ~~Prior to that role, from~~ 2011 to ~~March 2017, Ms. McNeal served as~~ 2017: Executive Vice President and General Manager of the Global Client Group of American ~~Express. Ms. McNeal has held~~ Express •1989 to 2011:positions of increasing responsibility at American Express ~~since 1989 when she first joined the company. Before joining American Express, Ms. McNeal worked with the accounting firm of~~ •Prior to 1989: Arthur Andersen, ~~LLP and with~~LLP; the investment banking firm of Salomon Brothers, Inc. ~~Ms.~~
Glenda G. McNeal ~~has been a director of RLJ Lodging Trust since 2011. Ms. McNeal served on~~
Independent Director						Skills and Qualifications
Joined the ~~board of directors of United States Steel Corporation from 2007 to 2018.~~Board: 2019						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.


Age 60

	~~Erik B. Nordstrom~~
Director since 2006*
~~Age 55~~
Other Current Public Boards		Nordstrom Board Committee Memberships
RLJ Lodging Trust		CPCC
		CGNC


						Career Highlights ~~Co-President~~ •2020 to present: Chief Executive Officer of Nordstrom, Inc. •2015 to 2020: Co-President ~~since May 2015. Mr.~~of Nordstrom, ~~served as~~ Inc. •2014 to 2015: Executive Vice President and President, Nordstrom.com ~~from May 2014 to May 2015. From February~~ of Nordstrom, Inc. •2006 to ~~May 2014, Mr. Nordstrom was~~ 2014: Executive Vice President and President, Stores ~~for the Company. From August~~ of Nordstrom, Inc. •2000 to ~~February 2006, he served as~~ 2006: Executive Vice President, Full-Line ~~Stores. Mr.~~Stores of Nordstrom, ~~previously served as~~ Inc. •2000: Executive Vice President and Northwest General Manager ~~from February 2000 to August 2000, and as Co-President~~ of ~~the Company from~~ Nordstrom, Inc. •1995 to ~~February 2000. He has held~~2000: Co-President of Nordstrom, Inc. •1979 to 1995: various other management and sales positions of increasing responsibility ~~since joining~~
Erik B. Nordstrom
Director						Skills and Qualifications
Joined the ~~Company in 1979.~~Board: 2006						Mr. Nordstrom’s ~~positions of~~ increasing responsibility with the Company over more than 3540 years, including executive roles related to digital and ~~operational roles,~~store operations, give him a customer-centric perspective in retailing and supporting the business of the Company.


Age 57

	~~Peter E. Nordstrom~~
Director since 2006*Other Current Public Boards		Nordstrom Board Committee Memberships
~~Age 57~~None		None
Erik Nordstrom and Peter Nordstrom are brothers, great-grandsons of the Company’s founder and the second cousins of James F. Nordstrom, Jr., President, Stores for the Company.

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						Career Highlights ~~Co-President~~ •2020 to present: President and Chief Brand Officer of Nordstrom, Inc. •2015 to 2020: Co-President ~~since May 2015. Mr.~~of Nordstrom, ~~served as~~ Inc. •2006 to 2015: Executive Vice President and President, Merchandising ~~for the Company from February 2006 to May 2015. From September~~ of Nordstrom, Inc. •2000 to ~~February 2006, he served as~~ 2006: Executive Vice President, ~~and President,~~ Full-Line ~~Stores. Mr.~~Stores of Nordstrom, ~~previously served as~~ Inc. •2000: Executive Vice President and Director of Full-Line Store Merchandise Strategy ~~from February 2000 to September 2000, and as Co-President~~ of ~~the Company from~~ Nordstrom, Inc. •1995 to ~~February 2000. He has held~~2000: Co-President of Nordstrom, Inc. •1978 to 1995: various other management and sales positions of increasing responsibility ~~since joining~~
Peter E. Nordstrom
Director						Skills and Qualifications
Joined the ~~Company in 1978.~~Board: 2006						Mr. Nordstrom’s positions of increasing responsibility with the Company over more than 3540 years, including executive roles relating to merchandising and ~~operational roles,~~brand-building, give him a customer-centric perspective in retailing and supporting the business of the Company.


Age 59

	~~Brad D. Smith~~
~~Director since 2013~~Other Current Public Boards		Nordstrom Board Committee Memberships
~~Age 55~~None		None
Erik Nordstrom and Peter Nordstrom are brothers, great-grandsons of the Company’s founder and the second cousins of James F. Nordstrom, Jr., President, Stores for the Company.


						Career Highlights •2016 to present: Executive Chairman ~~and former Chief Executive Officer~~ of Intuit, Inc., a global provider of business and financial management solutions ~~since 2016 and~~ •2008 to 2019: President and Chief Executive Officer ~~from 2008~~ of Intuit, Inc. •2006 to ~~2019. Mr. Smith has served on Intuit’s board of directors since 2008. Mr. Smith joined Intuit in 2003 and served as~~ 2007: Senior Vice President and General Manager, Small Business division ~~from 2006~~of Intuit, Inc. •2005 to ~~2007,~~ 2006: Senior Vice President and General Manager, QuickBooks ~~from 2005~~ of Intuit, Inc. •2004 to ~~2006,~~ 2005: Senior Vice President and General Manager, Consumer Tax Group ~~from 2004~~ of Intuit, Inc. •2003 to ~~2005 and as~~ 2004: Vice President and General Manager of Intuit’s Accountant Central and Developer Network ~~from 2003~~ of Intuit, Inc. •Prior to ~~2004. Before joining Intuit, Mr. Smith was~~ 2003: several executive positions, including Senior Vice President of Marketing and Business Development of at ADP, ~~where he held several executive positions from 1996 to 2003. Mr.~~Inc.
Brad D. Smith ~~has served on~~
Independent Director
Joined the ~~board of directors of SurveyMonkey since 2017,~~Board: 2013						Skills and ~~served on the board of directors of Yahoo! Inc. from 2010 until 2013.~~ Qualifications

Age 57						Mr. Smith brings to the Board digital expertise, brand marketing, innovation and entrepreneurial experience, as well as financial and accounting skills, from his position at Intuit. He provides unique insights related to technology innovation and marketing of products and services to broad audiences throughout the world. Mr. Smith’s service on the boards of ~~Yahoo!, SurveyMonkey,~~SVMK (SurveyMonkey) and Intuit, and his prior service on the Board of Yahoo!, provide him with experience in corporate governance matters and key skills in working with directors, understanding board processes and functions, assessing risk and overseeing management.


*	~~Erik~~



Other Current Public Boards		Nordstrom ~~and Peter Nordstrom are brothers, great grandsons of the Company’s founder and the second cousins of James F. Nordstrom, Jr., President, Stores for the Company.~~Board Committee Memberships
Intuit, Inc.		CPCC
SVMK Inc.		CGNC

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			~~Gordon A. Smith~~
~~Director since 2015~~
~~Age 60~~
Career Highlights ~~Co-President and Chief Operating Officer of JP Morgan Chase & Co.,~~•2021 to present: Chairman ~~a global financial services firm since January 2018. Mr. Smith was Chief Executive Officer, Consumer~~of Alaska Air Group, Inc., an airline holding company comprised of Alaska Airlines, Inc., and ~~Community Banking, JP Morgan Chase & Co. from 2007~~Horizon Air, Inc. •2014 to January 2018. He previously was President, Global Commercial Card Group for American Express Travel Related Services, Inc., from 2005 to 2007, President of Consumer Card Services Group for American Express Travel Related Services, Inc., from September 2001 to 2005 and Executive Vice President of U.S. Service Delivery from March 2000 to September 2001. Mr. Smith joined American Express in 1978 and held positions of increasing responsibility within the company. Mr. Smith served on the board of directors of Choice Hotels International from 2004 until 2017.2021: Mr. Smith brings to the Board his extensive experience in customer-focused businesses in a highly competitive industry. He provides unique insights with respect to customer rewards programs in the consumer services industry. Further, Mr. Smith’s service on a public company board 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.



	~~Bradley D. Tilden~~
	~~Director since 2016~~
	~~Age 58~~
	Chairman and Chief Executive Officer of Alaska Air Group, Inc., • ~~an airline holding company, since January 2014. In May~~ 2012 ~~Mr. Tilden was named~~ to 2014: President and Chief Executive Officer of Alaska Air ~~Group. He served as~~ Group, Inc. •2002 to 2008: Executive Vice President of Finance and Planning ~~from 2002~~ of Alaska Air Group, Inc. •2000 to ~~2008 and as~~2008: Chief Financial Officer ~~from 2000 to 2008 for~~ of Alaska Air Group, ~~and prior~~Inc. •Prior to ~~2000, was~~ 2000: Vice President of Finance at Alaska Air ~~Group. Before joining Alaska Airlines, Mr.~~Group, Inc.; PriceWaterhouseCoopers
Bradley D. Tilden ~~worked for~~
Independent Director		Skills and Qualifications
Joined the ~~accounting firm PricewaterhouseCoopers. He serves on the board of Alaska Air Group.~~Board: 2016		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 ~~service on a~~ 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.


Age 60

	~~B. Kevin Turner~~
~~Director since 2010~~
~~Age 54~~Other Current Public Boards		Nordstrom Board Committee Memberships
Alaska Air Group, Inc.		AFC (Chair)


						Career Highlights •2019 to present: President and Chief Executive Officer of ~~Core Scientific,~~ Bed Bath & Beyond, an omnichannel retailer selling a wide assortment of domestic merchandise and home furnishings online and through several brand retail storefronts •a company focused on Blockchain and Artificial Intelligence infrastructure. Mr. Turner was previously Chief Executive Officer of Citadel Securities, a global market maker, and Vice Chairman of Citadel LLC, a global financial institution, from August 2016 to January 2017. He served as Chief Operating Officer of Microsoft Corporation from 2005 to 2016, and as Chief Executive Officer and President of Sam’s Club, a Wal-Mart subsidiary corporation from 2002 to 2005. Between 1985 and 2002, Mr. Turner held a number of positions of increasing responsibility with Wal-Mart Stores, Inc., including 2019: Executive Vice President and ~~Global~~ Chief ~~Information~~Merchandising Officer ~~from 2001 to 2002.~~ of Target Corporation •2009 to 2016: Executive Vice President and Division President of the Nordstrom Product Group of Nordstrom, Inc.
Mark J. Tritton
Independent Director						Skills and Qualifications
Joined the Board: 2020						Mr. ~~Turner’s experience at Core Scientific, Microsoft and Walmart have provided him extensive~~Tritton brings to the Board over 30 years of experience in ~~highly competitive~~retail and ~~customer centric businesses. He provides insight~~apparel businesses, providing him deep insights into consumer behavior, brand building and expertise in strategy, digital, global operations, supply chain, merchandising, branding, marketing and technology. Further, Mr. Turner’s deep experience in both technology and retail uniquely positions himoperational matters which are key to ~~advise~~ the Company’s business.

Age 57


Other Current Public Boards						Nordstrom Board ~~and senior management on the intersection of digital technology and retail.~~Committee Memberships
Bed Bath & Beyond Inc.						CPCC
						CGNC

NORDSTROM, INC. - ~~2019~~2021 Proxy Statement 2324

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AUDIT AND FINANCE COMMITTEE REPORT

The following Report of the Company’s Audit and Finance Committee of the Board (the “Audit and Finance Committee”) does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report by reference.

~~The Audit and Finance Committee~~AFC operates under a written ~~Charter~~charter adopted by the Board. The ~~Charter~~charter contains a detailed description of the scope of the ~~Audit and Finance Committee’s~~AFC’s responsibilities and how they will be carried out. The ~~Audit and Finance Committee’s Charter~~AFC’s charter is available on our ~~website at~~ ~~investor.nordstrom.com, and may be viewed by selecting the Corporate Governance item in the~~ Investor Relations ~~drop-down menu.~~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 each member of the ~~Audit and Finance Committee~~AFC is ~~independent from the Company as such term is defined in Sections 303.01(B)(2)(a) and (3) of the NYSE’s listing standards at all times during the fiscal year and that each member was~~ an “audit committee financial expert” ~~within the meaning of Item 407 of Regulation S-K~~ under ~~the Securities Exchange Act of 1934.~~SEC rules.

The ~~Audit and Finance Committee~~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 ~~Audit and Finance Committee~~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 ~~Company’s Audit and Finance Committee,~~AFC, and is responsible for performing an integrated audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with auditing standards generally accepted in the United States of America.

Deloitte and the Company’s internal auditors have full access to the ~~Audit and Finance Committee.~~AFC. The auditors meet with the ~~Audit and Finance Committee~~AFC at each of the ~~Audit and Finance Committee’s~~AFC’s regularly scheduled meetings, with and without management being present, to discuss appropriate matters. The ~~Audit and Finance Committee~~AFC has the sole authority to engage, evaluate and terminate the Company’s independent auditors. The ~~Audit and Finance Committee~~AFC also pre-approves all auditing services, internal control-related services and permitted nonaudit 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 ~~Audit and Finance Committee~~AFC recommended to the Board that the audited consolidated financial statements for the fiscal year ended ~~February 2, 2019~~January 30, 2021 be included in the Company’s 2020 Annual Report ~~on Form 10-K~~ 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 Forms 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 ~~regarding~~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 ~~accounting principles generally accepted in the United States of America;~~GAAP;

•review, with management, the internal auditors and Deloitte, ~~regarding~~of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and Deloitte’s evaluation of the Company’s internal control over financial reporting;

•review, with legal counsel and management, ~~regarding~~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 ~~Audit and Finance Committees~~AFCs Concerning Independence; and

•review, with Deloitte, ~~regarding their~~of Deloitte’s independence, the audited consolidated financial statements, the matters required to be discussed by Auditing Standard No. 16 Communications with ~~Audit and Finance Committees~~AFCs, as amended, and other matters, including Rule 2-07 of SEC Regulation S-X.

Audit and Finance Committee

Bradley D. Tilden, Chair

Stacy Brown-Philpot

Tanya L. Domier

James L. Donald

Kirsten A. Green

~~Philip G. Satre~~

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PROPOSAL 2			RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board recommends a vote FOR this proposal.

The ~~Audit and Finance Committee,~~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, 2020.~~January 29, 2022. Deloitte and its predecessors have served as the Company’s independent registered public accounting firm for over 4550 years, including the fiscal year ended ~~February 2, 2019.~~January 30, 2021.

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 ~~be present at~~attend the Annual Meeting to respond to questions and to make a statement if ~~he or she so desires.~~desired.



Audit Fees

The following table summarizes fees billed or expected to be billed to the Company by Deloitte in connection with services for the fiscal years ended ~~February 2, 2019~~January 30, 2021 and February ~~3, 2018:~~1, 2020:


	Fiscal Year Ended February 2, 2019		Fiscal Year Ended February 3, 2018			Fiscal Year Ended January 30, 2021		Fiscal Year Ended February 1, 2020
Type of Fee	($)	(%)	($)	(%)	Type of Fee	($)	(%)	($)	(%)
Audit Fees^(a)	3,657,000	83	2,924,000	55	Audit Fees(a)	3,332,000	86	3,281,000	87
Audit-Related Fees^(b)	581,000	13	683,000	13	Audit-Related Fees(b)	467,000	12	426,000	11
Other Fees^(c)	152,000	4	1,680,000	32	Other Fees(c)	68,000	2	68,000	2
TOTAL	4,390,000	100	5,287,000	100	TOTAL	3,867,000	100	3,775,000	100

(a) Audit Fees

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 control 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

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 control over financial ~~reporting.~~

reporting, services related to the issuance of the Company’s securities and accounting research tool subscription fees. This amount does not reflect ~~reimbursement~~additional amounts of ~~$274,000~~$364,000 for fiscal year ended January 30, 2021 and $312,000 for fiscal year ended February ~~2, 2019~~1, 2020 which were reimbursed to the Company by its banking partner in connection with the System and $254,000 for fiscal year ended February 3, 2018. This amount includes accounting research tool subscription fees of $6,000 for fiscal year ended February 2, 2019 and $6,000 for fiscal year ended February 3, 2018.Organization Controls report related to the Company’s credit card servicing activities.

Other Fees for the fiscal ~~years~~year ended ~~February 2, 2019~~January 30, 2021 and February ~~3, 2018 primarily~~ 1, 2020 related to ~~fees for advice and recommendations on supply chain strategy.~~human resources benchmarking services.



Pre-Approval Policy

Consistent with SEC policies regarding auditor independence, the services performed by Deloitte for the fiscal years ended ~~February 2, 2019~~January 30, 2021 and February ~~3, 2018~~1, 2020 were pre-approved in accordance with the policies and procedures adopted by the ~~Audit and Finance Committee.~~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 ~~Audit and Finance Committee~~AFC meetings. However, the authority to grant specific pre-approval between meetings, as necessary, has been assigned to the Chair of the ~~Audit and Finance Committee.~~

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AFC. The Chair is responsible for updating the ~~Audit and Finance Committee~~AFC at the next regularly scheduled meeting of any services that were pre-approved between meetings.

The ~~Audit and Finance Committee~~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.

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~~ pages 22 and 23, the following are the other Executive Officers of the Company on the date of filing of this Proxy Statement.


			Teri J. Bariquit
			Employee since 1986
			Age 55
			Chief Merchandising Officer, since August 2019. From 2004 to 2019, Ms. Bariquit served as Vice President and then Executive Vice President, Nordstrom Merchandising Group, where she was responsible for Inventory, Planning, Solutions and Business Integration. In her prior role, she led inventory planning, merchandising strategy, brand programs and business transformation initiatives for both Nordstrom and Nordstrom Rack. Prior to 2004, she held various management roles in Merchandising, including Business Integration Director, Business Information & Technology Director and Inventory Audit Manager.

			Anne L. Bramman
			Employee since 2017
			Age 5153
			Chief Financial Officer, since June 2017, when she joined the Company. From March 2015 to March 2017, Ms. Bramman served as Senior Vice President and Chief Financial Officer of Avery Dennison Corporation. She previously served as Chief Financial Officer of Carnival Cruise Line from December 2010 to March 2015. She was employed by L Brands in various finance leadership positions from July 2004 to December 2010, including Senior Vice President, Chief Financial Officer of Henri Bendel from 2008 to 2010.

			Alexis DePree
			Employee since 2020
			Age 42
			Chief Supply Chain Officer, since January 2020, when she joined the Company. Ms. DePree previously served as Vice President of Americas sort centers & 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.

			Christine F. Deputy
			Employee since 2015
			Age 5355
			Chief Human Resources Officer, since June 2015, when she joined the Company. Ms. Deputy previously served as Group Human Resources Director at Aviva plc from March 2013 to June 2015. From February 2012 to March 2013, she was Human Resources Director — Global Retail Banking for Barclays Bank. From July 2009 to February 2012, she was Chief Human Resource Officer at Dunkin’ Brands. She was employed at Starbucks Corporation from March 1998 to June 2009, serving as Vice President, Human Resources Asia Pacific from November 2007 to June 2009, Vice President, Global Staffing from September 2005 to January 2008, as well as other executive positions from 1998 to 2005.

			~~Kelley K. Hall~~Michael W. Maher
			Employee since ~~2017~~2009
			Age 4647
			Senior Vice President, Chief Accounting Officer, since January 2020. Mr. Maher previously served as Senior Vice President, Finance since May 2017. From October 2011 to April 2017, he held various leadership finance roles for the Company’s Full-Line stores and ~~Treasurer since August 2017,~~Full-Price business. He previously served as the Company’s Controller from November 2009, when ~~Ms. Hall~~he joined the ~~Company. From October 2008~~Company, until September 2011. Prior to ~~August 2017, she held various senior finance leadership positions at NIKE, Inc. most recently~~joining Nordstrom, Mr. Maher served as the Vice President, Retail Division Controller for Longs Drug Stores Corporation, the Assistant Corporate Controller at 24 Hour Fitness, and ~~Chief Financial Officer for NIKE, Inc.’s Enterprise Operations. Prior to NIKE, she spent 14 years~~as a Manager of Assurance and Advisory Services and a Certified Public Accountant with ~~Starbucks Corporation in a variety of finance leadership roles, including several roles as vice president supporting U.S. retail and corporate finance.~~Deloitte & Touche LLP.

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			Scott A. Meden
			Employee since 1985
			Age 5658
			Chief Marketing Officer, since August 2016. From February 2010 to August 2016, Mr. Meden served as Executive Vice President and General Merchandise Manager, Shoe Division. He previously served as Executive Vice President and President, Nordstrom Rack from February 2006 to February 2010, as Divisional Merchandise Manager from September 2002 to January 2006, as Director of Business Planning and Analysis from 2001 to September 2002, and as Financial Manager, Shoes from 1999 to 2001.

			Edmond Mesrobian
			Employee since 2018
			Age 5860
			Chief Technology Officer, since August 2018, when he joined the Company. Previously he was Chief Technology Officer for multi-national grocery retailer Tesco PLC from 2015 to July 2018. From 2011 to 2014, he served as Chief Technology Officer for global travel company Expedia Group, Inc., which includes online travel brands Expedia.com, Hotels.com and Hotwire.com. Prior to joining Expedia, he held the role of Chief Technology Officer at RealNetworks, Inc. from 2003 to 2010, where he led development across multiple digital media services and software.

			James F. Nordstrom, Jr.
			Employee since 1986
			Age 4648
			President, Stores, since May 2014. 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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			~~Robert B. Sari~~Ann Munson Steines
			Employee since ~~2009~~2019
			Age 6355
			General Counsel and Corporate Secretary, since ~~April 2009,~~July 2019, when heshe joined the Company. Mr. Sari previously served as Executive Vice President, General Counsel, and Secretary of Rite Aid Corporation since October 2005. Mr. Sari also served as Rite Aid’s Senior Vice President, General Counsel and Secretary from 2002 to 2005 and as aPreviously, she was Senior Vice President, Deputy General Counsel and Assistant Secretary ~~from 2000~~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 ~~2002. He served~~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 ~~other roles for Rite Aid beginning~~Cincinnati, Ohio in ~~1997.~~1990 and then practiced law with the law firm of Michael Best & Friedrich in Milwaukee, Wisconsin.

			Geevy S.K. Thomas
			Employee since 1983
			Age 5456
			President, Nordstrom Rack, since January 2018. Mr. Thomas previously served as Chief Innovation Officer ~~since~~from January ~~2017.~~2017 to January 2018. From 2010 to 2017, he served as Executive Vice President and President, Nordstrom Rack. He previously served as Executive Vice President and South Regional Manager from November 2001 to February 2010, as Executive Vice President and General Merchandise Manager, Full-Line Stores from February 2001 to November 2001, and as Executive Vice President, Full-Line Stores and Director of Merchandising Strategy from February ~~2000~~1999 to February 2001. Prior to February ~~2000,~~1999, he held various merchandise strategy, store and regional management positions with the Company.

			Kenneth J. Worzel
			Employee since 2010
			Age 5456
			Chief Operating Officer, since August 2019. From 2018 to August 2019, Mr. Worzel served as Chief Digital Officer, ~~since May 2018 and~~from 2016 to 2019 as President of Nordstrom.com, ~~since 2016. From~~and from 2010 to 2016, ~~Mr. Worzel~~he served 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.

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COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

This section describes our executive compensation program and the compensation decisions made for our fiscal year ~~2018 Named Executive Officers. Our Named Executive Officers include Blake Nordstrom, our former Co-President, who passed away unexpectedly on January 2, 2019.~~

2020 NEOs.



Erik B. Nordstrom		~~Co-President~~Chief Executive Officer
Anne L. Bramman		Chief Financial Officer
Peter E. Nordstrom		~~Co-President~~President and Chief Brand Officer
Kenneth J. Worzel		Chief ~~Digital Officer and President, Nordstrom.com~~
~~Christine F. Deputy~~	~~Chief Human Resources~~Operating Officer
~~Blake W. Nordstrom~~Edmond Mesrobian		~~Former Co-President~~Chief Technology Officer

For purposes of our filings with the SEC, including this annual Proxy Statement, Erik Nordstrom is considered our Principal Executive Officer and Anne Bramman is considered our Principal Financial Officer.



~~2018~~2020 Snapshot

Increased ~~Customer Engagement Driving Continued Growth~~ Financial Flexibility and Accelerated Strategic Initiatives During 2020

Looking back at 2020, we took aggressive actions as we navigated through the pandemic to increase our financial flexibility and accelerate our strategic initiatives to better serve customers. As shifts in customer expectations and behavior accelerated, our multi-year investments and strong financial position enabled our transformation into a digital-first business.

During the year, we took the following actions to ensure we can successfully emerge from this pandemic in a stronger position:

~~In fiscal year 2018, net earnings were $564~~•Expense discipline – rebased our cost structure, reflecting more than $300 million ~~or $3.32 per diluted share, which included a $0.05 favorable income tax benefit related~~in permanent overhead reductions and contributing to ~~prior periods~~more than $425 million in operating cash flow generation over the past three quarters

•Market strategy – scaled to top 10 markets, making up more than 50% of sales, providing customers with four times more merchandise selection on average and ~~an estimated non-recurring credit-related charge~~faster delivery

•Rack – integrated store and online inventory to increase online selection and enable order pickup and store fulfillment capabilities

Going forward, our brand promise of ~~$0.28 (see page 42~~getting “closer to you” is the guiding principle of our growth plans. We are committed to significantly expanding the breadth of who we serve, and where and how we serve them. We are doing this by unlocking the full power of the ~~Company’s Annual Report~~digital-first platform we have built to

capture market share gains, drive profitable growth, and create significant value for our shareholders. We are dedicated to executing on ~~Form 10-K for the fiscal year ended February 2, 2019)~~our strategy across our three areas of highest priority:

Winning in our most important markets. We ~~achieved net sales~~are continuing to scale our market strategy by doubling our exposure from 10 to 20 markets, making up 75% of ~~$15.5 billion. This compares to $15.1 billion in 2017, which included $220 million for~~our business.

Broadening the ~~53rd week associated with the 4-5-4 retail calendar. We maintained a strong financial position, generating annual operating cash flow~~reach of ~~more than $1 billion for the 10th consecutive year and returning nearly $1 billion to shareholders through dividends and share repurchases during the year.~~



~~Achieved $15.5B in sales, reflecting scaling of our generational investments.~~	~~Grew comparable sales 1.7%, reflecting Full-Price increase of 0.9% and Off-Price increase of 3.5%.~~	~~Generated earnings of $564M, reflecting lower income tax expense associated with corporate tax reform.~~

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~~Our business model is a key point of difference in serving customers in multiple ways — through stores, online, Full-Price and Off-Price — with meaningful synergies across Nordstrom.~~. We are focused on ~~leveraging~~growing our share of the price-oriented customer segment, which we see as a $2 billion incremental sales opportunity over time.

Increasing the velocity of our digital business. We are focused on more effectively translating the heritage of service that defines us in this digitally connected world. This means delivering personalization at scale by creating greater linkages between digital and physical ~~assets~~experiences.

We are grateful for our team’s efforts to ~~provide~~strengthen our financial flexibility and accelerate our strategic priorities to serve customers ~~with~~in new and differentiated ways. These actions have put us in a ~~best-in-class experience. In 2018, we achieved the following milestones in executing~~strong position to capitalize on our ~~customer strategy through our three strategic pillars: providing a compelling product offering, delivering outstanding services and experiences, and leveraging the strength of the Nordstrom brand:~~

We continued to see positive customer trends. In 2018, over 35 million customers shopped with us, an increase of 6% from last year. One-third of our customers shopped across our multiple channels, which generally leads to higher customer spend.

Digital sales increased 16% and made up 30% of net sales. Additionally, Nordstrom.com achieved scale, with the profitability of Full-Price digital sales at parity with store sales. We believe our early investments to build a robust digital business have given us a competitive advantage.

Our generational investments continued to scale, contributing approximately $2 billion in sales and an improvement in profitability. Nordstromrack.com/HauteLook became our fastest business to reach $1 billion in sales. Trunk Club delivered sales growth of 35%. We opened our Men’s Store in New York City and furthered our expansion into Canada with the introduction of six Nordstrom Rack stores.

~~We launched our local market strategy in Los Angeles, which drove outsized~~ market share ~~gains in this market by increasing product selection, delivery speed~~opportunity as customer demand recovers. Heading into 2021 and ~~convenience for customers.~~

~~As we aspire to be the best fashion retailer in a digital world, we believe~~beyond, we are ~~well positioned~~confident in our ability to deliver ~~a differentiated customer experience and drive increased shareholder value.~~profitable sales growth.

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 ~~Named Executive Officers.~~NEOs. Each year since 2011, more than 90% of the votes cast have been supportive of our compensation programs. Based on the majority of shareholders voting in favor of our executive compensation program last year, we continued to implement similar

compensation policies and programs in fiscal year ~~2018,~~ 2020, with the exception of ~~a change~~temporary actions taken by the CPCC in order to preserve cash and sustain the ~~mix of~~company through COVID-19 related business impacts. These actions included temporary salary reductions and suspending the ~~form of equity-based incentive awards~~discretionary 401(k) match for ~~fiscal year 2018, only,~~ 2020,as discussed on ~~page 37,~~pages 34 and 38, respectively. Aside from these temporary actions, we continued to apply the following pay and benefits philosophy.

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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.

We Emphasize Variable Pay and Balance Short- and Long-Term ~~Incentives as Well as~~ Incentive Values

In accordance with our pay-for-performance philosophy, the compensation program for our ~~Named Executive Officers~~NEOs is straightforward in design and includes four primary elements: base salary, performance-based bonus, ~~long-term incentives (“LTI”)~~LTIs and benefits. Within these pay elements, we emphasize variable pay over fixed pay, with ~~at least~~approximately 70% of each ~~Named Executive Officer’s~~NEO’s target compensation linked to our financial or market results. The program also balances the importance of these executives achieving both critical

short-term objectives and strategic long-term priorities. The following graphics represent target compensation for the ~~Co-Presidents~~CEO and the President and Chief Brand Officer and for the other ~~Named Executive Officers.~~NEOs. They do not reflect temporary salary reductions implemented in fiscal year 2020 as discussed on page 34, or the one-time equity grant made on August 27, 2020 as discussed on page 36.


Chief Executive Officer and President & Chief Brand Officer			All Other Named Executive Officers Combined


85%			75%
Performance Based			Performance Based

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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 ~~Nordstrom stock,~~Common Stock, pay outcomes align with our shareholders’ ~~experience.~~interests. This is

evidenced by our ~~Named Executive Officers’~~NEOs’ recent incentive compensation payouts and grant realizable values as of our ~~2018~~2020 fiscal year end, as shown ~~below.~~in the tables on the following page.

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INCENTIVE COMPENSATION PAYOUTS 2014
2015
2016
2017
2018
Incentive Earnings Before Interest and Income Tax Expense (“Incentive EBIT”)
$1,391 M
$1,246 M
$1,076 M
$952 M
$909 M
Incentive Adjusted Return on Invested Capital
(“Incentive Adjusted ROIC”) 13.6 % 11.0 % 12.4 % 10.0 % 12.8 %
Annual bonus
(payout as a % of Target*) 83 % 0 % 80 % 96 % 89 %
3-year TSR percentile ranking within comparator group 63%ile
53%ile
16%ile
10%ile
24%ile
Performance Share Unit (“PSU”) vesting
(payout as a % of Target) 75 % 75 % 0 % 0 % 0 %
PSU comparator group Retail
Retail
S&P 500
S&P 500
S&P 500


	2016		2017		2018		2019		2020
FINANCIAL RESULTS
Net Earnings (Loss)	$354	M	$437	M	$564	M	$496	M	($690	M)
EBIT	$805	M	$926	M	$837	M	$784	M	($1,047	M)
Return on Assets	4.5	%	5.4	%	6.8	%	5.1	%	(7.1	%)

INCENTIVE COMPENSATION PAYOUTS
Incentive Adjusted EBIT	$1,076	M	$952	M	$909	M	$808	M	($1,047	M)
Incentive Adjusted ROIC	12.4	%	10.0	%	12.8	%	11.2	%	(8.5	%)
Annual bonus (payout as a % of Target on Incentive Adjusted EBIT measure*)	80	%	96	%	89	%	44	%	0	%
3-year TSR percentile ranking within the S&P 500**	16%ile		10%ile		24%ile		20%ile		N/A
PSU vesting (payout as a % of Target)	0	%	0	%	0	%	0	%	N/A***


*	Actual bonus payout for fiscal year 2017 as a % of Target for the Co-Presidents was 94%. Actual bonus payout for fiscal year 2018 as a % of Target for the Co-Presidents was 63%. See pages 35 and 36 for more information.

*For the CEO and the President and Chief Brand Officer, actual bonus payouts as a percent of target for fiscal years 2017, 2018 and 2019 were 94%, 63% and 47%, respectively. See pages 35 and 36 for more information.

** 2019 PSU grant results are based on internal measures. PSU vesting reflects the performance period ended February 1, 2020.

*** No PSU performance cycles ended in fiscal year 2020.

Incentive Adjusted EBIT and Incentive Adjusted ROIC are not measures of financial performance under ~~Generally Accepted Accounting Principles (“GAAP”)~~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 prepared in accordance with GAAP.~~measures. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures.

PSU vesting as shown in the table above corresponds to the performance periods ending in fiscal years ~~2014~~2016 through ~~2018.~~2020. Three-year ~~Total Shareholder Return (“TSR”) percentile~~TSR percentile ranking is based on our relative TSR ~~performance~~performance over three-year rolling periods between fiscal years ~~2012~~2014 and ~~2018~~2019 versus the ~~comparator group. Beginning~~S&P 500, with the ~~2014 – 2016 performance period,~~exception of the 2019 PSU grant. For the 2019 PSU grant, we changed our ~~comparator group~~performance measure from ~~our retail peer group~~relative TSR to internal measures, structured with two performance periods. Given the change in measures from relative TSR to internal measures related to the ~~Standard~~strategy that was communicated to our

shareholders in July 2018, the CPCC decided to split the 2019 PSU grant into two tranches: two-thirds of which has a three-year performance period and ~~Poor’s 500. See~~one-third of which has a one-year performance period. The one-year performance period was intended only for the 2019 PSU grant. One-third of the PSUs were to be earned on the last day of the one-year performance cycle, February 1, 2020, if performance criteria had been met, and two-thirds of the PSUs will be earned on the last day of the three-year performance cycle, January 29, 2022, if performance criteria are met. Both tranches of the 2019 PSUs vest when the results have been certified by the CPCC at the end of the three-year performance cycle, January 29, 2022. For the one-year performance cycle ended on February 1, 2020, the performance payout threshold was not achieved, so one-third of the grant will not pay out. The remaining two-thirds of this grant has time remaining in its three-year performance cycle, as described on page ~~37 to learn more about long-term incentive pay.~~ 37.


GRANT REALIZABLE VALUES	2016		2017		2018		2019		2020
PSUs (realizable value as a % of grant value)	0	%	0	%	N/A		0	%	N/A
RSUs (realizable value as a % of grant value)	97	%	92	%	70	%	91	%	153	%
Stock options (realizable value as a % of grant value)	0	%	5	%	N/A		0	%	280	%

GRANT REALIZABLE VALUES 2014
2015
2016
2017
2018
PSUs (realizable value as a % of grant value) 0 % 0 % 0 % 51 % N/A
RSUs (realizable value as a % of grant value) 94 % 75 % 111 % 111 % 94 %
Stock options (realizable value as a % of grant value) 38 % 0 % 6 % 6 % N/A

Realizable values shown above are based on the actual value at time of vest, current unvested values using our ~~2018~~2020 fiscal year end stock price of ~~$45.33~~$35.45 and current performance for the outstanding PSUs granted in ~~2017~~2019 (which were tracking at ~~50%~~0% payout as of the end of the fiscal year), shown as a percent of grant value. PSUs, ~~restricted stock units (“RSUs”)~~RSUs and stock options are shown in the column matching the year of grant.

The PSUs granted on March 9, 2020 are not reflected in the table above. Shortly after the PSU grant was made on March 9, 2020, the Company temporarily closed stores in response to the growing COVID-19 pandemic, which meaningfully disrupted sales and operations. There was also significant uncertainty and disruption to our inventory flow, merchandising, and supply chain. Accordingly, the CPCC determined that the financial and market share goals established in February of 2020 for the PSU grant were no longer relevant or functional, and determined not to revise the goals for the 2020 PSUs. Accordingly, each of the NEOs agreed to the cancellation of their PSU award on August 18, 2020, as disclosed in the Form 8-K filed August 20, 2020. As required, the grant date fair

The Compensation Committee reviews these results and other analyses with the goal of ensuring that the Named Executive Officers’ aggregate compensation aligns with shareholder interests. Based on these and other outcomes, the Compensation Committee believes that total direct compensation for our Named Executive Officers reflects our pay-for-performance objective and is well aligned with shareholder interests.

values of the PSU grants are included in the Summary Compensation Table, on page 42. On August 18, 2020, the CPCC determined to award stock option grants in light of continued economic uncertainty, along with a desire to incentivize executives towards optimal shareholder outcomes and recognize the executives’ critical roles in supporting the Company’s key strategies and long-term success to each of the NEOs, effective August 27, 2020, the first open trading window date after CPCC approval. Stock options reward executives for the creation of long-term shareholder value, thereby aligning the executives’ interests with those of our Company’s shareholders. Erik Nordstrom and Peter Nordstrom each received an option to purchase 245,829 shares, and Anne Bramman, Kenneth Worzel and Edmond Mesrobian received an option to purchase 281,657, 366,540 and 212,207 shares, respectively. The stock options granted on August 27, 2020 have a grant price of $14.79, the closing stock price on August 27, 2020 and vest in full on September 10, 2022. For reference, the average closing stock price during fiscal year 2020 was $21.16.

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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.

Effective Corporate Governance Reinforces Our Compensation Program

Our compensation philosophy for our executive team, including our ~~Named Executive Officers,~~NEOs, is reflected in governance practices that support the needs of our business, drive performance and align with our shareholders’ long-term interests. Below is a summary of what we do and don’t do in that regard.

WHAT WE DO

WHAT WE DON’T DO

þü

Pay for performance: Our compensation program for ~~Named Executive Officers~~NEOs emphasizes variable pay over fixed pay, with ~~at least~~approximately 70% of each ~~Named Executive Officer’s~~NEO’s target compensation linked to our financial or market results.

Provide employment agreements.

þü

Retain meaningful stock ownership guidelines: Our expectations for ownership align executives’ interests with those of our shareholders, and all ~~Named Executive Officers~~NEOs have exceeded their targets.

Offer separation benefits to ~~Named Executive Officers~~NEOs who are Nordstrom family members.

þü

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.

Offer special perquisites to our ~~Named Executive Officers.~~NEOs.

Maintain separate change in control agreements.

þü

Engage an independent compensation consulting firm: The ~~Compensation Committee’s~~CPCC’s consultant does not provide any other services to the Company.

Gross up taxes, except in the case of selected relocation expenses.

þü

Apply conservative post-employment and change in control ~~provisions:~~ ~~Executive Officers are subject to provisions in the same manner as those for our broader employee population.~~

provisions.

Reprice underwater stock options.

þü

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 or resigns for good reason, a provision referred to as a “double trigger.”

Issue grants below 100% fair market value.

Pay dividends on any unearned or unvested equity awards.

þü

Restrict pledging activity: All Executive Officers are subject to pre-clearance requirements and restrictions.

Permit hedging or short-sale transactions.

þü

Receive strong shareholder support: Each year since 2011, more than 90% of the votes cast ~~on the matter~~ have been ~~in favor~~supportive of our compensation programs.

Count pledged shares ~~towards~~toward stock ownership targets.



Context for Understanding Our Compensation Program and Decisions

This section provides background on the roles involved in determining compensation for our ~~Named Executive Officers,~~NEOs, our use of market data and the companies selected for our peer group.

Our Roles in Determining Compensation ~~are Well Defined~~Are Well-Defined

Compensation, People and Culture Committee

Our ~~Compensation Committee (“Committee”)~~CPCC oversees the development and delivery of our pay and benefits philosophy and compensation plans for the ~~Named Executive Officers~~NEOs and other executives as described in the ~~Committee Charter~~CPCC charter on our ~~website at~~ ~~investor.nordstrom.com~~.Investor Relations Website.

As part of that oversight, the ~~Committee~~CPCC ensures the ~~Named Executive Officers’~~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 total direct compensation (base salary + performance-based bonus + ~~long-term incentives)~~LTIs) with financial performance metrics of our peer group.

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~~Compensation Committee~~CPCC Consultant

The ~~Committee’s independent executive compensation consulting firm,~~CPCC has retained Semler ~~Brossy Consulting Group, LLC (“Semler Brossy”), is retained by, and reports directly to, the Committee.~~Brossy. A consultant from ~~that~~the firm attends the ~~Committee~~CPCC meetings in person or by phone, and in support of the ~~Committee’s~~CPCC’s role, provides independent expertise on market practices, compensation program design and related subjects as described on page ~~15.~~13. Semler Brossy provides services only as directed by the ~~Committee.~~CPCC. During fiscal year ~~2018,~~2020, Semler Brossy’s services included a review of executive and director pay programs, ~~performance goal-setting, alignment~~a review of the compensation peer group, a review of pay and performance, and other pay-related matters specific to the ~~Committee’s Charter.~~CPCC’s charter.

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Management

Our ~~Co-Presidents~~CEO and the President and Chief Brand Officer provide input to the ~~Committee~~CPCC on the level and design of compensation elements for the ~~Named Executive Officers~~NEOs and other Executive Officers, excluding themselves. Our Chief Human Resources Officer joins ~~the Co-President(s)~~them in ~~Committee~~CPCC meetings to provide perspective and expertise relevant to the agenda. Management supports the ~~Committee’s~~CPCC’s activity by providing analyses and recommendations developed internally, or occasionally, with the assistance of external consulting firms other than the ~~Committee’s consulting firm.~~CPCC’s independent consultant.

Market Data Provides a Reference Point for Compensation

The ~~Committee~~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 ~~Committee~~CPCC uses survey data provided by external consultants, monitors general market movement for executive pay and references proxy statements for specific roles.

~~When~~While the ~~Committee reviews market data, they consider~~CPCC considers the 50th50th percentile (median) of our peer group as a reference, ~~point, rather than a policy, for positioning~~there is no specific percentage of target total direct ~~compensation.~~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.

~~Erik Nordstrom, Peter Nordstrom and Blake Nordstrom’s target~~Target total direct compensation for ~~2018~~2020 for Erik Nordstrom and Peter Nordstrom was below our peer group median, as it has been in previous years. Based on the ~~Committee’s~~CPCC’s review of relevant market data and internal pay equity, the ~~Committee~~CPCC believes the target total direct compensation for Anne

Bramman, Kenneth Worzel and ~~Christine Deputy~~Edmond Mesrobian was within a competitive range of the peer group median. Actual pay for the ~~Named Executive Officers~~NEOs can exceed our established targets or peer group actual pay through the variable compensation elements when pre-determined performance milestones are achieved. ~~Due to challenging business circumstances, actual~~Actual or realizable pay for the past few years has been below target, as shown on page 31.

Peer Group Companies Represent Our Business

Each year, the ~~Committee~~CPCC reviews the appropriateness of our peer group for comparison on pay and related practices. ~~While~~Collectively, the peer group companies represent ~~prominent brands~~our primary business areas, including our Nordstrom, Nordstrom Rack, in-store, and ~~specialty retailers that are relevant to Nordstrom, they may not always have a direct match to our product offerings or annual revenue. However, the~~online business and private label products. The peer group companies generally meet the following selection criteria:

•fall within the Consumer Discretionary and Staples sectors;

~~collective representation~~•fall within a reasonable range of our ~~primary~~size, defined as one-fourth to four times our revenue and one-fifth to five times our market capitalization;

•share similar talent, operational and/or business ~~areas~~characteristics, including a retail-focused business model;

• ~~including our Full-Price, Off-Price, in store,~~have a similar or related product focus and ~~online business and private label products;~~place a high value on customer experience;

~~some overlap with~~•are part of our industry group as defined by institutional shareholders and shareholder service organizations;

~~general compatibility with our compensation strategy~~ ~~through a competitive offering of the primary pay elements of base salary, performance-based bonus and long-term incentives;~~ and

•are a public company subject to similar market ~~pressures~~ ~~with a track record of sustainability.~~pressures.

Our peer group used for evaluating compensation for fiscal year ~~2018~~2020 was comprised of the following retail companies:



Bed Bath & Beyond, Inc.		J. C. Penney Company, Inc.	Tapestry, Inc.
Capri Holdings Limited*Limited		Kohl’s Corporation	Tiffany & Co.
Dillard’s, Inc.		L Brands, Inc.	The TJX Companies, Inc.
The Estée Lauder Companies Inc.		Macy’s, Inc.	Urban Outfitters, Inc.
Foot Locker, Inc.		~~Neiman Marcus Group LTD LLC~~Ralph Lauren Corporation	VF Corporation
Gap, Inc.		~~Ralph Lauren Corporation~~Ross Stores, Inc.	Williams-Sonoma, Inc.
~~Hudson’s Bay Company~~	~~Ross Stores, Inc.~~

* ~~Formerly known as Michael Kors Holding Limited.~~

During ~~2018,~~2020, as part of its annual review of peer companies to be used for compensation comparison purposes, the ~~Committee~~CPCC determined that ~~no changes~~Hudson’s Bay Company and Neiman Marcus Group should be removed due to the ~~peer group would be made for fiscal year 2019.~~

unavailability of publicly disclosed pay data going forward.

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Each Element of Compensation Has ~~its~~Its Own Purpose

Our compensation program for ~~Named Executive Officers~~NEOs is made up of four primary elements outlined below. Each element has its own purpose based on our fundamental premise of pay for performance and our pay and benefits philosophy,

described on page 30. Additional information is provided below and on the following pages in the “About Our Compensation Elements: What We Paid in ~~2018~~2020 and Why” section.



Compensation Element						Purpose
Base Salary (~~See below)~~Pages 34 through 35)						Reflect scope of the role and individual performance through base-line cash compensation.
Performance-Based Annual Cash Bonus (Pages 35 ~~and~~through 36)						Motivate and reward contributions to annual operating performance and long-term business strategy with cash that varies based on results.
~~Long-Term Incentives~~LTIs (~~Page~~Pages 36 through 37)						Promote alignment of executive decisions with Company goals and shareholder interests through ~~restricted~~ stock ~~units~~options, PSUs and RSUs where value varies with Company stock performance.
Benefits (Page 38)						Provide meaningful and competitive broad-based, leadership and retirement benefits that support healthy lifestyles and contribute to financial security.

Pay Changes for ~~2018~~2020

On an annual basis, the ~~Committee~~CPCC reviews base salary, performance-based bonus target opportunity and ~~long-term incentive~~LTI target grant value for each of the ~~Named Executive Officers~~NEOs in consideration of the upcoming fiscal year. ~~Committee decisions~~

The CPCC did not approve any changes to base salary, target bonus opportunity or target equity grant value for ~~fiscal year 2018 are summarized below and shown as a comparison~~any of ~~2017 and 2018 fiscal year end (“FYE”) amounts.~~ the NEOs in 2020. The ~~Committee~~CPCC believes these elements and the overall compensation program are meeting the expectations for our pay-for-performance and pay and benefits philosophies.

Base Salary in the table below reflects base salaries prior to temporary pay reductions implemented from March 29, 2020 to October 3, 2020, as discussed below.

LTI annual grant in the table below reflects target grant value as a percent of base salary. The CPCC retains discretion to approve grants above and below targets in any given year to reflect an individual’s contributions to delivering shareholder value. In 2020, the CPCC used its discretion to increase the LTI annual grant to 250% for Anne Bramman, 300% for Kenneth Worzel and 200% for Edmond Mesrobian, as discussed on page 36.


Name							Name	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)*

	Base Salary ($)		Performance-Based Annual Cash Bonus (Target Opportunity as a % of Base Salary)		Long-Term Incentives Annual Grant Target (Grant Value as a % of Base Salary)*
Name	FYE 2017	FYE 2018	FYE 2017	FYE 2018	FYE 2017	FYE 2018
Erik B. Nordstrom	758,500	same	200	same	350	same	Erik B. Nordstrom	758,500		200		350
Anne L. Bramman	750,000	775,000	90	same	175	same	Anne L. Bramman	800,000		100		200
Peter E. Nordstrom	758,500	same	200	same	350	same	Peter E. Nordstrom	758,500		200		350
Kenneth J. Worzel	750,000	800,000	80	125	150	250	Kenneth J. Worzel	875,000		125		250
Christine F. Deputy	567,000	585,000	80	same	150	same
Blake W. Nordstrom	758,500	—	200	—	350	—
Edmond Mesrobian							Edmond Mesrobian	775,000		80		150


*	In 2017, actual annual long-term incentive grant values varied from target grant values for certain Named Executive Officers. See page 37 to learn more about the long-term incentive pay elements for 2018.



About Our Compensation Elements: What We Paid in ~~2018~~2020 and Why

Impact of COVID-19 on Compensation

The COVID-19 pandemic has had a profound effect on the Company and its employees on many levels, including compensation. When the Company temporarily closed all store locations to protect the health of our employees and customers, on March 17, 2020, the decision was made to continue to pay store employees through April 5, 2020, and to continue to provide benefits to enrolled employees. The belief at that time was that the store closure would be quite short, but in the weeks that followed, it became clear it would be necessary for our stores to be closed to the public for a longer period.

On March 25, 2020, the CPCC took immediate action to support cash preservation goals by reducing the base salaries of the NEOs from March 29, 2020 to October 3, 2020, as follows: Erik Nordstrom and Peter Nordstrom received no base salary, while Anne Bramman, Kenneth Worzel and Edmond Mesrobian received a 25% base salary reduction. Similarly, the salaries of all other executives at the Company were reduced by 10% to 25%, depending on role, and our Board elected to reduce their 2020 cash retainers by fifty percent (50%) and defer payment of their remaining cash retainers for the six months immediately following the 2020 Annual Meeting. Subsequently, in April 2020, a portion of our corporate employees were furloughed for six weeks, during which time the Company continued to make available benefits to enrolled employees.

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Base Salary

The ~~Committee~~CPCC begins its annual review of base salary for the ~~Named Executive Officers~~NEOs through discussion with the ~~Co-Presidents~~CEO and the President and 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 ~~Committee~~CPCC then references ~~our pay levels to~~ similar roles in peer companies to ensure they are within a competitive range of the peer group median. ~~Named Executive Officers~~NEOs do not necessarily receive increases in base salary every year. When they do, the changes are effective on or about April 1st

following their annual performance review, which includes a discussion about individual results against defined expectations.

~~For 2018, Anne Bramman, Kenneth Worzel~~As discussed on the previous page, Erik Nordstrom and ~~Christine Deputy each~~Peter Nordstrom received ~~increases in~~no base salary from March 29, 2020 to October 3, 2020, and the base salaries of approximately 3% to acknowledge performance and maintain relative market competitiveness. In addition, Kenneth Worzel received a base salary increase in May 2018 from $775,000 to $800,000 when he assumed additional responsibilities as Chief Digital Officer.the other NEOs were reduced by 25% during this period.

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Performance-Based Annual Cash Bonus

The opportunity for annual performance-based cash awards under our shareholder-approved Nordstrom, Inc. ~~Executive Management Bonus Plan (“Executive Management Bonus Plan”)~~EMBP is designed to focus the ~~Named Executive Officers~~NEOs on the alignment between annual operating performance and long-term business strategy.

NEOs received no bonus under our program for 2020 as discussed below.

The ~~Committee~~CPCC establishes the following criteria in developing the annual bonus arrangements:

•Target bonus opportunity: In determining the target percentage of base salary, the ~~Committee~~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 2.5 times 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 ~~nine~~10 years, we have not paid out bonuses in excess of 150% of ~~target except for fiscal year 2010, when the payout was 200% of~~ target.

In November 2017, the Committee approved an increase in Kenneth Worzel’s target bonus opportunity from 80% to 90% of base salary, effective at the beginning of fiscal year 2018. In May 2018, the Committee approved increasing his target bonus opportunity to 125%, effective as of the beginning of fiscal year 2018, to recognize his additional responsibilities as Chief Digital Officer.

•Performance measures: The ~~Committee~~CPCC establishes the performance measures to focus executives on the most important annual and long-term strategic goals. For fiscal year ~~2018,~~2020, the ~~Named Executive Officers~~NEOs had the following measures:

–Incentive Adjusted ROIC to ensure our overall performance aligns directly with shareholder returns over the long term. The measure is expressed as a threshold that must be met before any payout can be made on Incentive Adjusted EBIT results to ensure our executives are rewarded only after earnings generate meaningful returns for our shareholders.

–

–Incentive Adjusted EBIT to emphasize the importance of earnings and its role in driving shareholder value. Erik Nordstrom and Peter Nordstrom each had this performance measure weighed at 100%, subject to the achievement of the Incentive Adjusted ROIC threshold. Anne Bramman, Kenneth Worzel and Edmond Mesrobian each had this performance measure weighed at 67%, again subject to the achievement of the Incentive Adjusted ROIC threshold.

–Individual Measure to enable differentiation in bonus payout opportunity based on individual contributions and execution against goals for Anne Bramman, Kenneth Worzel and Edmond Mesrobian. The individual bonus measure accounted for 33% of the total bonus opportunity for these NEOs.

~~Incentive Adjusted ROIC~~ to ensure our overall performance aligns directly with shareholder returns over the long term. The measure is expressed as a threshold that must be met before any payout can be made on Incentive EBIT results to ensure our executives are rewarded only after earnings generate meaningful returns for our shareholders.

–

~~Incentive EBIT~~to emphasize the importance of earnings and its role in driving shareholder value. Erik Nordstrom, Peter Nordstrom and Blake Nordstrom each had this performance measure weighed at 100%, subject to the achievement of the Incentive Adjusted ROIC threshold. Anne Bramman, Kenneth Worzel and Christine Deputy each had this performance measure weighed at 67%, again subject to the achievement of the Incentive Adjusted ROIC threshold.


–	~~Individual Measure~~to enable differentiation in bonus payout opportunity based on individual contributions and execution against goals. This measure was added for fiscal year 2018 for Anne Bramman, Kenneth Worzel and Christine Deputy. The individual bonus measure accounted for 33% of the total bonus opportunity for these Named Executive Officers.

The following ~~charts show~~table shows the mix of financial and individual components of the bonus opportunity for the ~~Co-Presidents~~CEO and the President and Chief Brand Officer and for the other ~~Named Executive Officers~~NEOs for fiscal year ~~2018.~~2020.


CEO and President and Chief Brand Officer	100% Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold
Other NEOs	67% Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold	33% Individual Measure

* Incentive EBIT measure is subject to the Incentive Adjusted ROIC threshold.

•Performance measure milestones: The ~~Committee~~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 ~~Committee’s~~CPCC’s belief that there should be a balance between executive pay opportunity, reinvestment in the Company and return to shareholders. Quantitative and qualitative goals were established for the individual ~~bonu~~sbonus measures.

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In accordance with our ~~bonus plan,~~EMBP, Incentive Adjusted ~~ROIC~~EBIT and Incentive ~~EBIT~~Adjusted ROIC achievement used to determine bonus payout may differ from ~~ROIC~~EBIT and ~~EBIT,~~ROIC, as reported in our ~~Form 10-K filed with the SEC,~~2020 Annual Report, due to the exclusion of certain one-time gains or losses. ~~This is the case for 2018 where achievements reflect a non-operating related adjustment not included in the financial plan.~~In fiscal year 2020, Incentive Adjusted EBIT and Incentive Adjusted ROIC are the same as EBIT and ROIC as reported in our 2020 Annual Report. Incentive Adjusted EBIT and Incentive ~~EBIT~~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 financial measures prepared in accordance with GAAP. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures.

–

~~Our Incentive Adjusted ROIC for our Named Executive Officers other than the Co-Presidents was 12.8% for fiscal 2018, exceeding our threshold goal of 9.5%.~~ ~~This result reflects an adjustment that the Committee approved to remove the impact of an estimated $72 million non-operating credit-related charge~~ ~~(see page 42 of the~~ Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019). The Committee did not approve this adjustment to Incentive Adjusted ROIC for the Co-Presidents. For that reason, their Incentive Adjusted ROIC result was 12.0%, which also exceeded the threshold goal of 9.5%.

–

Our Incentive EBIT achievement fell below our target goal of $941 million, warranting a payout level of less than 100%. As shown in the table below, the Incentive EBIT achievement for the Co-Presidents was 63%, and was 89% for the other Named Executive Officers. This achievement includes the above-noted adjustment to remove the impact of an estimated $72 million non-operating credit-related charge for the Named Executive Officers, excluding the Co-Presidents.

~~Achievement~~2020 Bonus Measures, Incentive Adjusted EBIT Milestones, ~~results on~~Individual Measure Achievement and Total Bonus Payout

Our Incentive Adjusted EBIT achievement fell below our threshold milestone of $645 million, resulting in a zero payout.

While significant progress was made against the qualitative and quantitative goals associated with the individual measure, the CPCC approved a zero payout on this portion of the bonus ~~measures varied.~~ opportunity for Anne Bramman, Kenneth Worzel and Edmond Mesrobian, given overall business results. Performance against the quantitative and qualitative goals, which were established at the beginning of the year, was evaluated by the ~~Co-Presidents~~CEO and the President and Chief Brand Officer and the payout results were approved by the ~~Committee.~~CPCC.


–	After reviewing the Company’s Full-Price sales, Off-Price sales, selling, general and administrative expenses and free cash flow results for the fiscal year, the Committee determined that Anne Bramman achieved 100% of her target performance with respect to the ~~aggregate individual performance measures.~~ 35 NORDSTROM, INC. - 2021 Proxy Statement Back to Contents


–	After reviewing the Company’s Full-Price sales, Full-Price EBIT and total sales, and the Company’s market share results for the Los Angeles market, the Committee determined that Kenneth Worzel achieved 75% of his target performance with respect to the aggregate individual performance measures.


–	After reviewing the Company’s Full-Price sales, Off-Price sales, selling, general and administrative expenses and progress on organizational capabilities and effectiveness, the Committee determined that Christine Deputy achieved 100% of her target performance with respect to the aggregate individual performance measures.

The performance-based annual cash bonus results are summarized in the following table.


				Milestones							Total Bonus Payout (as a % of Target)
NEO	Bonus Measures	Weight		Threshold (25%)		Target (100%)		Superior (250%)	Result / Payout %
Erik B. Nordstrom and Peter E. Nordstrom	Incentive Adjusted EBIT	100	%	$645	M	$840	M	≥$1,036M	($1,047M) / 0%		0	%
	Subject to Incentive Adjusted ROIC threshold			8.6	%				(8.5	%)
Anne L. Bramman	Incentive Adjusted EBIT	67	%	$645	M	$840	M	≥$1,036M	($1,047M) / 0%		0	%
	Subject to Incentive Adjusted ROIC threshold			8.6	%				(8.5	%)
	Individual Measure	33	%						0	%
Kenneth J. Worzel	Incentive Adjusted EBIT	67	%	$645	M	$840	M	≥$1,036M	($1,047M) / 0%		0	%
	Subject to Incentive Adjusted ROIC threshold			8.6	%				(8.5	%)
	Individual Measure	33	%						0	%
Edmond Mesrobian	Incentive Adjusted EBIT	67	%	$645	M	$840	M	≥$1,036M	($1,047M) / 0%		0	%
	Subject to Incentive Adjusted ROIC threshold			8.6	%				(8.5	%)
	Individual Measure	33	%						0	%

LTIs

Annual grants of equity under our shareholder-approved EIP are intended to provide the NEOs with additional incentive to create shareholder value and receive financial rewards. The LTI annual grant value to NEOs is expressed as a percentage of base salary as shown on page 34. 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 typically approves LTI annual grants during the February CPCC meeting, which is scheduled at least a year in advance. 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.

The CPCC used its discretion to increase the LTI annual grant value as a percentage of base salary for Anne Bramman, Kenneth Worzel and Edmond Mesrobian to recognize their increased responsibilities and/or to acknowledge their strong leadership in their functional areas.

~~2018 Bonus Measures, Incentive~~•Anne Bramman’s LTI annual grant was 250% of base salary to recognize her role in delivering expense savings well in excess of our expense target.

•Kenneth Worzel’s LTI annual grant was 300% of base salary to recognize his increased responsibility in our newly established Chief Operating Officer role and his leadership as we have progressed our growing local market strategy.

•Edmond Mesrobian’s LTI annual grant was 200% of base salary to recognize his progress in building a strong team delivering leading-edge systems capabilities.

For fiscal year 2020, the target LTI mix was composed of PSUs (60% of the grant value) and stock options (40% of the grant value) for the CEO and the President and Chief Brand Officer and PSUs (60% of the grant value) and RSUs (40% of the grant value) for the other NEOs. This mix provides a balance of the key retention and performance objectives of the LTI plan.

•PSUs granted as part of the annual equity grant had a three-year performance cycle, from February 2, 2020 through January 28, 2023, and would have resulted in a payout if certain criteria were met. The core measures for the PSUs in this performance cycle, equally weighted, were free cash flow and EBIT ~~Milestones,~~ ~~Individual Measure Achievement~~margin percentage, with the Company’s market share serving as a payout modifier for the award. Shortly after the PSU grant was made on March 9, 2020, the Company temporarily closed stores in response to the growing COVID-19 pandemic, which meaningfully disrupted sales and ~~Total B~~operations. There was also significant uncertainty and disruption to our inventory flow, merchandising, and supply chain. Accordingly, the CPCC determined that the financial and market share goals established in February of 2020 for the PSU grant were no longer relevant or functional, and determined not to revise the goals for the 2020 PSUs. Accordingly, each of the NEOs agreed to the cancellation of their PSU award on August 18, 2020, as disclosed in the Form 8-K filed August 20, 2020. As required, the grant date fair values of the PSU grants are included in the Summary Compensation Table, on page 42. On August 18, 2020, the CPCC determined to award stock option grants in light of continued economic uncertainty, along with a desire to incentivize executives towards optimal shareholder outcomes and recognize the executives’ critical roles in supporting the Company’s key strategies and long-term success to each of the NEOs, effective August 27, 2020, the first open trading window date after CPCC approval. Stock options reward executives for the creation of long-term shareholder value, thereby aligning the executives’ interests with those of our Company’s shareholders. Erik Nordstrom and Peter Nordstrom each received an option to purchase 245,829 shares, and Anne Bramman, Kenneth Worzel and Edmond Mesrobian received an option to purchase 281,657, 366,540 and 212,207 shares, respectively. The stock options granted on August 27, 2020 have a grant price of $14.79, the closing stock price on August 27, 2020 and vest in full on September 10, 2022.~~onus Payout~~

Milestones
Total Bonus Payout
(as a % of Target)

Named Executive Officer Bonus Measures Weight
Threshold (25%)
Target (100%)
Superior (250%)
Result /
Payout %

Co-Presidents Incentive EBIT 100 %
$728 M
$941 M ≥$1,153M
$837M/
63%

63 %
Subject to Incentive Adjusted ROIC threshold 9.5 % 12.0 %
Anne L. Bramman Incentive EBIT 67 %
$728 M
$941 M ≥$1,153M
$909M/
89%

93 %
Subject to Incentive Adjusted ROIC threshold 9.5 % 12.8 %
Individual Measure 33 % 100 %
Kenneth J. Worzel Incentive EBIT 67 %
$728 M
$941 M ≥$1,153M
$909M/
89%

84 %
Subject to Incentive Adjusted ROIC threshold 9.5 % 12.8 %
Individual Measure 33 % 75 %
Christine F. Deputy Incentive EBIT 67 %
$728 M
$941 M ≥$1,153M
$909M/
89%

93 %
Subject to Incentive Adjusted ROIC threshold 9.5 % 12.8 %
Individual Measure 33 % 100 %

The Incentive EBIT achievement for the Co-Presidents was less than that for the other Named Executive Officers as the Committee determined that the adjustment they approved to remove the impact of an estimated $72 million non-operating credit-related charge described above would not apply for the Co-Presidents. Also, the Committee approved a discretionary bonus for Blake Nordstrom in the amount of $82,026 so that the sum of his performance-based bonus and the discretionary award equaled what his performance-based bonus would have been had he been an active employee on the last day of the fiscal year.

36 NORDSTROM, INC. - ~~2019~~2021 Proxy Statement 36

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•RSUs granted as part of the annual equity grant to the NEOs, excluding the CEO and the President and Chief Brand Officer, vest in four equal installments and complement our objectives for balancing award value through both absolute and relative stock performance.

•Stock options granted as part of the annual grant to the CEO and the President and Chief Brand Officer vest and become exercisable in four equal annual installments and have a 10-year term. Our equity plan does not permit repricing, grant prices below 100% of the fair market value of Common Stock on the date of grant or cash dividend payments on options.

Two-Thirds of the 2019 PSUs are Still in Process

One-third of the PSUs granted in 2019 has a one-year performance period and two-thirds of the grant has a three-year performance period. The core measures for both performance periods are free cash flow growth and EBIT margin percent. At the end of the three-year performance period, market share results could adjust the number of shares that vest and are paid out up or down by up to 20%. At the end of the one-year performance period ended February 1, 2020, the thresholds for the core measures of free cash flow growth and EBIT margin percent were not achieved, so one-third of the PSU grant did not pay out, while two-thirds of the grant has time remaining in the performance period. The vest schedule for the remaining two-thirds of the 2019 PSU grant is shown below.


Performance Measures for Performance Period: February 3, 2019 – January 29, 2022
Free Cash Flow Growth	EBIT Margin %	Percentage of Units that will Vest
≥31.4%	≥7.1%	200%
28.9%	6.8%	100%
26.3%	6.5%	50%
<26.3%	<6.5%	0%

Stock Ownership Guidelines Align Executives and Shareholders

Ownership of Common Stock by our NEOs and other Executive Officers is encouraged by management and the Board, and 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 and unvested RSUs. Ownership shares do not include unvested or vested stock options, unvested PSUs or pledged shares.

The NEOs and other Executive Officers have an annual share target defined as base salary on each 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 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 executive sells shares. However, a new target will be determined at the time an executive receives a promotion that results in an increased multiple of base salary or in the case of a one-time base salary increase greater than 20%. Executives would have five years to achieve the new target.


Position			Multiple of Base Salary Used to Establish Ownership Target
Chief Executive Officer			10x
Chief Financial Officer			4x
President and Chief Brand Officer			10x
Chief Operating Officer			4x
Chief Technology Officer			3x

Under our guidelines, NEOs and other Executive Officers are required to conduct any open market transactions in Common Stock only in accordance with an SEC Rule 10b5-1 trading plan. These 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.

The CPCC regularly reviews stock ownership status for the NEOs. All of the NEOs have exceeded their ownership targets.

37 NORDSTROM, INC. - 2021 Proxy Statement

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Benefits

The Company offers the NEOs a comprehensive program of broad-based, leadership and retirement benefits. Their purpose varies by benefit, but in general they 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.

Due to the economic impact of the COVID-19 pandemic, the Board made the decision to suspend the discretionary company match (equal to dollar for dollar, up to 4% of eligible pay) and the profit-based match (equal to up to an additional $0.50 per $1 up to a maximum of 2% of eligible pay, based on Company performance) under the 401(k) Plan for the 2020 plan year. As a result, neither the NEOs, nor any other

Company employees, received a Company matching contribution for the 2020 Plan Year.

Additional information on 2020 benefits is provided as noted below.

Benefit

Where to Learn More

Broad-Based

●

Company contribution to medical, dental and vision coverage; short- and long-term disability; life insurance; adoption assistance; and employee referral assistance. Employee access to accident insurance; health savings account and flexible spending accounts; ESPP and merchandise discount. Paid time off (or Self-Managed Time Away for executives)

●

For merchandise discount, see All Other Compensation in Fiscal Year 2020, footnote (a) on page 44.

Leadership

●

Long-term disability coverage; life insurance

●

For long-term disability and life insurance, see All Other Compensation in Fiscal Year 2020, footnote (c) on page 44.

●

NDCP; Company match and discretionary profit-based match for eligible participants

●

See Nonqualified Deferred Compensation beginning on page 51.

●

Executive Severance Plan

●

See Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2020, footnote (e) on page 57.

Retirement

●

Discretionary 401(k) match and profit-based match (suspended for the 2020 plan year and modified for the 2021 plan year as discussed above)

●

See All Other Compensation in Fiscal Year 2020, footnote (b) on page 44.

●

Retiree health care (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)

●

See Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2020, footnote (d) on page 57.

●

SERP (annual benefit capped for current participants; closed to new entrants in 2012; Erik Nordstrom, Peter Nordstrom and Kenneth Worzel are participants as they were eligible prior to the closure to new entrants)

●

See Pension Benefits beginning on page 50.

Changes for 2021

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. At the February 2021 meeting, after consideration of recommendations made by the CPCC’s compensation consultant, the CPCC approved the following changesfor fiscal year 2021:

Base Salary

•Anne Bramman, Kenneth Worzel and Edmond Mesrobian received increases of 2%, 2% and 3%, effective March 28, 2021, to maintain their relative market competitiveness.

•Erik Nordstrom and Peter Nordstrom’s base salaries 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 2021.

•The 2021 bonus opportunity for Anne Bramman, Kenneth Worzel and Edmond Mesrobian was modified to increase the emphasis on delivering profitable results. 100% of the bonus opportunity will be based on Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold. The CPCC retains the ability to differentiate payouts based on individual contributions and execution against goals.

•The 2021 bonus opportunity for Erik Nordstrom and Peter Nordstrom remains based 100% on Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold.

NORDSTROM, INC. - 2021 Proxy Statement 38

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~~Long-Term Incentives~~Base Salary

Annual grants of equity under our shareholder-approved equity incentive plan are intended to provide the Named Executive Officers with additional incentive to create shareholder value and receive financial rewards. The long-term incentive value that determines the size(Pages 34 through 35)

Reflect scope of the role and individual performance through base-line cash compensation.

Performance-Based Annual

Cash Bonus

(Pages 35 through 36)

Motivate and reward contributions to annual ~~grant to Named Executive Officers is expressed as a percentage of base salary as shown on page 34.~~

In establishing the long-term incentive value at grant for each Named Executive Officer, the Committee considers the mix of pay elements, market pay information for similar roles within our peer group, our annual share usage and dilution,operating performance and ~~internal equity~~long-term business strategy with cash that varies based on results.

LTIs

(Pages 36 through 37)

Promote alignment of grant size by role. The Committee typically approves annual grants of equity awards during the February Committee meeting, which is scheduled at least a year in advance. The February meeting occurs after performance results for the prior year are known, which allows the Committee to align compensation elementsexecutive decisions with ~~our performance~~Company goals and ~~business goals.~~

For fiscal year 2018 only, the grant for all of the Company’s Executive Officers, including the Named Executive Officers, was changed from a mix of restricted stock units, performance share units andshareholder interests through stock options, ~~to 100% restricted~~PSUs and RSUs where value varies with Company stock units, vesting equally over four years, which is consistent with the mix for all other eligible employees. This change resulted, in part, from the Committee’s deliberations following the announcement by the Nordstrom family group that it was exploring a potential going private transaction and the Committee’s determination to make awards which would remain relevant to executives and have some retention effect in the context of the uncertainty surrounding any potential transaction. The 2018 grant mix was a one-time response to a special circumstance and was not indicative of the Company’s pay strategy going forward. As described in the “Changes for 2019” section on page 39, the long-term incentive mix for 2019 is composed of performance-based equity and stock options for Erik Nordstrom and Peter Nordstrom and performance-based equity and restricted stock units for the other Named Executive Officers.

In November 2017, the Committee approved an increase in Kenneth Worzel’s target equity grant value from 150% to 175% of base salary, effective at the beginning of fiscal year 2018. In May 2018, the Committee approved increasing his target equity grant value to 250%, effective with the 2019 annual equity grant, to recognize his additional responsibilities as Chief Digital Officer.

~~One-Time Equity Awards~~

In March 2018, the Committee determined to award Anne Bramman, Kenneth Worzel and Christine Deputy restricted stock unit grants, equal to 300% of their respective base salaries, to mitigate retention risk and to recognize their critical roles in their respective functions and in supporting the Company’s key strategies over the next few years. The grants were made on March 6, 2018, the first day of the open trading window following Committee approval, and vest in four equal annual installments.

~~2016 Performance Share Units Did Not Pay Out~~

Performance share units for the 2016 – 2018 fiscal year performance cycle were granted based on the vesting schedule below. At the end of the performance cycle, our TSR did not meet the minimum threshold of greater than the 50th percentile of the Standard & Poor’s 500, which is required for payout. As a result, none of these performance share units vested.

performance.

~~Required Percentile Rank for Vesting~~	~~% of Granted Performance Share Units Paid Out at Vesting~~
~~>90th~~	~~175~~
~~>80th~~	~~150~~
~~>75th~~	~~125~~
~~>65th~~	~~100~~
~~>50th~~	75
~~≤50th~~	—

~~2017 Performance Share Units are Still in Process~~

The 3-year performance cycle for the 2017 performance share units runs from January 29, 2017 through February 1, 2020. The vesting schedule for the 2017 performance share unit grant is shown below. The peer group for this grant consists of companies in the Standard & Poor’s 500 as of the first day of the performance cycle.



~~Required Percentile Rank for Vesting~~	~~% of Granted Performance Share Units Paid Out at Vesting~~
~~>85th~~	~~175~~
~~>75th~~	~~150~~
~~>65th~~	~~125~~
~~>55th~~	~~100~~
~~>40th~~	50
~~≤40th~~	—

~~NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~ 37

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~~Stock Ownership Guidelines Align Executives and Shareholders~~

Ownership of Common Stock by our Named Executive Officers and other executive officers is encouraged by management and the Board and our stock ownership guidelines were formally established in 2004. Ownership shares are made up of all forms of Common Stock, as well as vested performance share units that are deferred and unvested restricted stock units. Ownership shares do not include unvested or vested stock options, unvested performance share units or pledged shares.

~~The Named Executive Officers and other Executive Officers have an annual share target defined as base salary on each April 1~~st 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 Named Executive Officers. The Committee 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 new to the Company have five years to achieve their ownership target.



~~Position~~	~~Multiple of Base Salary Used to Establish Ownership Target~~
~~Co-President~~	~~10x~~
~~Chief Financial Officer~~	4x
~~Chief Digital Officer and President, Nordstrom.com~~	3x
~~Chief Human Resources Officer~~	3x

Under our guidelines, Named Executive Officers and other Executive Officers are required to conduct any open market transactions in Common Stock only in accordance with an SEC Rule 10b5-1 trading plan. These 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 Company shares in the market.

~~The Committee regularly reviews stock ownership status for the Named Executive Officers. All of the Named Executive Officers have exceeded their ownership targets.~~

Benefits

~~The Company offers the Named Executive Officers a comprehensive program of~~(Page 38)

Provide meaningful and competitive broad-based, leadership and retirement ~~benefits. Their purpose varies by benefit, but in general enhances total compensation with meaningful and competitive offerings~~benefits that support healthy lifestyles and contribute to financial security.

Pay Changes for 2020

On an annual basis, the CPCC reviews base salary, performance-based bonus target opportunity and LTI target grant value for each of the NEOs in consideration of the upcoming fiscal year.

The CPCC did not approve any changes to base salary, target bonus opportunity or target equity grant value for any of the NEOs in 2020. The CPCC believes these elements and the overall compensation program are meeting the expectations for our pay-for-performance and pay and benefits philosophies.

Base Salary in the table below reflects base salaries prior to temporary pay reductions implemented from March 29, 2020 to October 3, 2020, as discussed below.


Name	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)*



Erik B. Nordstrom	758,500		200		350
Anne L. Bramman	800,000		100		200
Peter E. Nordstrom	758,500		200		350
Kenneth J. Worzel	875,000		125		250
Edmond Mesrobian	775,000		80		150



About Our Compensation Elements: What We Paid in 2020 and Why

Impact of COVID-19 on Compensation

NORDSTROM, INC. - 2021 Proxy Statement 34

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Base Salary

The CPCC begins its annual review of base salary for the NEOs through discussion with the CEO and the President and 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 effective on or about April 1st

following their annual performance review, which includes a discussion about individual results against defined expectations.

As discussed on the previous page, Erik Nordstrom and Peter Nordstrom received no base salary from March 29, 2020 to October 3, 2020, and the base salaries of the other NEOs were reduced by 25% during this period.

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.

NEOs received no bonus under our program for 2020 as discussed below.

The CPCC establishes the following criteria in developing the annual bonus arrangements:

•Target bonus opportunity: In determining the target percentage of base salary, 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 2.5 times 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 10 years, we have not paid out bonuses in excess of 150% of target.

•Performance measures: The CPCC establishes the performance measures to focus executives on the most important annual and long-term strategic goals. For fiscal year 2020, the NEOs had the following measures:

The following table shows the mix of financial and individual components of the bonus opportunity for the CEO and the President and Chief Brand Officer and for the other NEOs for fiscal year 2020.


CEO and President and Chief Brand Officer	100% Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold
Other NEOs	67% Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold	33% Individual Measure

•Performance measure milestones: 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. Quantitative and qualitative goals were established for the individual bonus measures.

In accordance with our EMBP, Incentive Adjusted EBIT and Incentive Adjusted ROIC achievement used to determine bonus payout may differ from EBIT and ROIC, as reported in our 2020 Annual Report, due to the exclusion of certain one-time gains or losses. In fiscal year 2020, Incentive Adjusted EBIT and Incentive Adjusted ROIC are the same as EBIT and ROIC as reported in our 2020 Annual Report. 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 financial measures prepared in accordance with GAAP. See Appendix A for a reconciliation of GAAP and non-GAAP financial measures.

2020 Bonus Measures, Incentive Adjusted EBIT Milestones, Individual Measure Achievement and Total Bonus Payout

Our Incentive Adjusted EBIT achievement fell below our threshold milestone of $645 million, resulting in a zero payout.

While significant progress was made against the qualitative and quantitative goals associated with the individual measure, the CPCC approved a zero payout on this portion of the bonus opportunity for Anne Bramman, Kenneth Worzel and Edmond Mesrobian, given overall business results. Performance against the quantitative and qualitative goals, which were established at the beginning of the year, was evaluated by the CEO and the President and Chief Brand Officer and the payout results were approved by the CPCC.

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The performance-based annual cash bonus results are summarized in the following table.


				Milestones							Total Bonus Payout (as a % of Target)
NEO	Bonus Measures	Weight		Threshold (25%)		Target (100%)		Superior (250%)	Result / Payout %
Erik B. Nordstrom and Peter E. Nordstrom	Incentive Adjusted EBIT	100	%	$645	M	$840	M	≥$1,036M	($1,047M) / 0%		0	%
	Subject to Incentive Adjusted ROIC threshold			8.6	%				(8.5	%)
Anne L. Bramman	Incentive Adjusted EBIT	67	%	$645	M	$840	M	≥$1,036M	($1,047M) / 0%		0	%
	Subject to Incentive Adjusted ROIC threshold			8.6	%				(8.5	%)
	Individual Measure	33	%						0	%
Kenneth J. Worzel	Incentive Adjusted EBIT	67	%	$645	M	$840	M	≥$1,036M	($1,047M) / 0%		0	%
	Subject to Incentive Adjusted ROIC threshold			8.6	%				(8.5	%)
	Individual Measure	33	%						0	%
Edmond Mesrobian	Incentive Adjusted EBIT	67	%	$645	M	$840	M	≥$1,036M	($1,047M) / 0%		0	%
	Subject to Incentive Adjusted ROIC threshold			8.6	%				(8.5	%)
	Individual Measure	33	%						0	%

LTIs

•Anne Bramman’s LTI annual grant was 250% of base salary to recognize her role in delivering expense savings well in excess of our expense target.

•Edmond Mesrobian’s LTI annual grant was 200% of base salary to recognize his progress in building a strong team delivering leading-edge systems capabilities.

•PSUs granted as part of the annual equity grant had a three-year performance cycle, from February 2, 2020 through January 28, 2023, and would have resulted in a payout if certain criteria were met. The core measures for the PSUs in this performance cycle, equally weighted, were free cash flow and EBIT margin percentage, with the Company’s market share serving as a payout modifier for the award. Shortly after the PSU grant was made on March 9, 2020, the Company temporarily closed stores in response to the growing COVID-19 pandemic, which meaningfully disrupted sales and operations. There was also significant uncertainty and disruption to our inventory flow, merchandising, and supply chain. Accordingly, the CPCC determined that the financial and market share goals established in February of 2020 for the PSU grant were no longer relevant or functional, and determined not to revise the goals for the 2020 PSUs. Accordingly, each of the NEOs agreed to the cancellation of their PSU award on August 18, 2020, as disclosed in the Form 8-K filed August 20, 2020. As required, the grant date fair values of the PSU grants are included in the Summary Compensation Table, on page 42. On August 18, 2020, the CPCC determined to award stock option grants in light of continued economic uncertainty, along with a desire to incentivize executives towards optimal shareholder outcomes and recognize the executives’ critical roles in supporting the Company’s key strategies and long-term success to each of the NEOs, effective August 27, 2020, the first open trading window date after CPCC approval. Stock options reward executives for the creation of long-term shareholder value, thereby aligning the executives’ interests with those of our Company’s shareholders. Erik Nordstrom and Peter Nordstrom each received an option to purchase 245,829 shares, and Anne Bramman, Kenneth Worzel and Edmond Mesrobian received an option to purchase 281,657, 366,540 and 212,207 shares, respectively. The stock options granted on August 27, 2020 have a grant price of $14.79, the closing stock price on August 27, 2020 and vest in full on September 10, 2022.

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Two-Thirds of the 2019 PSUs are Still in Process


Performance Measures for Performance Period: February 3, 2019 – January 29, 2022
Free Cash Flow Growth	EBIT Margin %	Percentage of Units that will Vest
≥31.4%	≥7.1%	200%
28.9%	6.8%	100%
26.3%	6.5%	50%
<26.3%	<6.5%	0%

Stock Ownership Guidelines Align Executives and Shareholders


Position			Multiple of Base Salary Used to Establish Ownership Target
Chief Executive Officer			10x
Chief Financial Officer			4x
President and Chief Brand Officer			10x
Chief Operating Officer			4x
Chief Technology Officer			3x

The CPCC regularly reviews stock ownership status for the NEOs. All of the NEOs have exceeded their ownership targets.

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Benefits

Company employees, received a Company matching contribution for the 2020 Plan Year.

Additional information on 2020 benefits is provided as noted below.

Benefit

Where to Learn More

Broad-Based

●

For merchandise discount, see All Other Compensation in Fiscal Year 2020, footnote (a) on page 44.

Leadership

●

Long-term disability coverage; life insurance

●

For long-term disability and ~~benefits philosophy, organizational culture and market practices. Additional information~~life insurance, see All Other Compensation in Fiscal Year 2020, footnote (c) on ~~2018 benefits is provided as noted below.~~

~~Benefit~~

~~Where to Learn More~~

~~Broad-Based~~

●

Company contribution to medical, dental and vision coverage; short- and long-term disability; life insurance; adoption assistance; and employee referral assistance. Employee access to accident insurance; health savings account and flexible spending accounts. Employee Stock Purchase Plan. Merchandise discount. Paid time off.

●

~~For merchandise discount, see All Other Compensation in Fiscal Year 2018, footnote (a) on page 44.~~

~~Leadership~~

●

~~Salary continuance; long-term disability coverage; life insurance~~

●

~~For long-term disability and life insurance, see All Other Compensation in Fiscal Year 2018, footnote (d) on page 45.~~

●

~~Deferred Compensation Plan;~~page 44.

●

NDCP; Company match and discretionary profit-based match for eligible participants

●

See Nonqualified Deferred Compensation ~~beginning on page 53 and All Other Compensation in Fiscal Year 2018, footnote (c) on page 44.~~

●

~~Leadership Separation Plan~~

●

~~See Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2018, footnote (e) on page 59.~~

~~Retirement~~

●

~~401(k) match and discretionary profit-based match~~

●

~~See All Other Compensation in Fiscal Year 2018, footnote (b) on page 44.~~

●

~~Retiree health care (closed to new entrants in 2013)~~

●

~~See Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2018, footnote (d) on page 59.~~

●

~~Supplemental Executive Retirement Plan (closed to new entrants in 2012; annual benefit capped for current participants)~~

●

~~See Pension Benefits~~ beginning on page 51.

●

Executive Severance Plan

●

See Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2020, footnote (e) on page 57.

Retirement

●

Discretionary 401(k) match and profit-based match (suspended for the 2020 plan year and modified for the 2021 plan year as discussed above)

●

See All Other Compensation in Fiscal Year 2020, footnote (b) on page 44.

●

Retiree health care (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)

●

See Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2020, footnote (d) on page 57.

●

See Pension Benefits beginning on page 50.

Changes for 2021

Base Salary

•Anne Bramman, Kenneth Worzel and Edmond Mesrobian received increases of 2%, 2% and 3%, effective March 28, 2021, to maintain their relative market competitiveness.

•Erik Nordstrom and Peter Nordstrom’s base salaries 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 2021.

•The 2021 bonus opportunity for Erik Nordstrom and Peter Nordstrom remains based 100% on Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold.

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~~38 NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~

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~~Changes for 2019~~

Each year, the Committee reviews the design of our total compensation elements and makes changes as needed to improve alignment with our pay and benefits philosophy. In consideration of recommendations made by the Committee’s compensation consultant, the following changes were made for fiscal year 2019:

Base Salary

~~Anne Bramman~~(Pages 34 through 35)

Reflect scope of the role and ~~Christine Deputy each received increases of approximately 3%, effective April 1, 2019, to maintain their relative market competitiveness.~~

~~Erik Nordstrom, Peter Nordstrom and Kenneth Worzel’s base salaries remained unchanged.~~

individual performance through base-line cash compensation.

Performance-Based Annual

Cash Bonus

~~Anne Bramman’s target bonus opportunity as a percent~~(Pages 35 through 36)

Motivate and reward contributions to annual operating performance and long-term business strategy with cash that varies based on results.

LTIs

(Pages 36 through 37)

Promote alignment of ~~base salary increased from 90%~~executive decisions with Company goals and shareholder interests through stock options, PSUs and RSUs where value varies with Company stock performance.

Benefits

(Page 38)

Provide meaningful and competitive broad-based, leadership and retirement benefits that support healthy lifestyles and contribute to ~~100% to maintain relative market competitiveness~~financial security.

Pay Changes for 2020

On an annual basis, the CPCC reviews base salary, performance-based bonus target opportunity and LTI target grant value for each of the NEOs in consideration of the upcoming fiscal year.

Base Salary in the table below reflects base salaries prior to temporary pay reductions implemented from March 29, 2020 to October 3, 2020, as discussed below.


Name	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)*



Erik B. Nordstrom	758,500		200		350
Anne L. Bramman	800,000		100		200
Peter E. Nordstrom	758,500		200		350
Kenneth J. Worzel	875,000		125		250
Edmond Mesrobian	775,000		80		150



About Our Compensation Elements: What We Paid in 2020 and Why

Impact of COVID-19 on Compensation

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Base Salary

following their annual performance review, which includes a discussion about individual results against defined expectations.

Performance-Based Annual Cash Bonus

NEOs received no bonus under our program for 2020 as discussed below.

The CPCC establishes the following criteria in developing the annual bonus arrangements:

In support of our pay-for-performance philosophy, the maximum bonus payout, which is associated with superior performance, is 2.5 times 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 10 years, we have not paid out bonuses in excess of 150% of target.

The following table shows the mix of financial and individual components of the bonus opportunity for the CEO and the President and Chief Brand Officer and for the other NEOs for fiscal year 2020.


CEO and President and Chief Brand Officer	100% Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold
Other NEOs	67% Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold	33% Individual Measure

2020 Bonus Measures, Incentive Adjusted EBIT Milestones, Individual Measure Achievement and Total Bonus Payout

Our Incentive Adjusted EBIT achievement fell below our threshold milestone of $645 million, resulting in a zero payout.

While significant progress was made against the qualitative and quantitative goals associated with the individual measure, the CPCC approved a zero payout on this portion of the bonus opportunity for Anne Bramman, Kenneth Worzel and Edmond Mesrobian, given overall business results. Performance against the quantitative and qualitative goals, which were established at the beginning of the year, was evaluated by the CEO and the President and Chief Brand Officer and the payout results were approved by the CPCC.

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The performance-based annual cash bonus results are summarized in the following table.


				Milestones							Total Bonus Payout (as a % of Target)
NEO	Bonus Measures	Weight		Threshold (25%)		Target (100%)		Superior (250%)	Result / Payout %
Erik B. Nordstrom and Peter E. Nordstrom	Incentive Adjusted EBIT	100	%	$645	M	$840	M	≥$1,036M	($1,047M) / 0%		0	%
	Subject to Incentive Adjusted ROIC threshold			8.6	%				(8.5	%)
Anne L. Bramman	Incentive Adjusted EBIT	67	%	$645	M	$840	M	≥$1,036M	($1,047M) / 0%		0	%
	Subject to Incentive Adjusted ROIC threshold			8.6	%				(8.5	%)
	Individual Measure	33	%						0	%
Kenneth J. Worzel	Incentive Adjusted EBIT	67	%	$645	M	$840	M	≥$1,036M	($1,047M) / 0%		0	%
	Subject to Incentive Adjusted ROIC threshold			8.6	%				(8.5	%)
	Individual Measure	33	%						0	%
Edmond Mesrobian	Incentive Adjusted EBIT	67	%	$645	M	$840	M	≥$1,036M	($1,047M) / 0%		0	%
	Subject to Incentive Adjusted ROIC threshold			8.6	%				(8.5	%)
	Individual Measure	33	%						0	%

LTIs

•Anne Bramman’s LTI annual grant was 250% of base salary to recognize her role in delivering expense savings well in excess of our expense target.

•Edmond Mesrobian’s LTI annual grant was 200% of base salary to recognize his progress in building a strong team delivering leading-edge systems capabilities.

•PSUs granted as part of the annual equity grant had a three-year performance cycle, from February 2, 2020 through January 28, 2023, and would have resulted in a payout if certain criteria were met. The core measures for the PSUs in this performance cycle, equally weighted, were free cash flow and EBIT margin percentage, with the Company’s market share serving as a payout modifier for the award. Shortly after the PSU grant was made on March 9, 2020, the Company temporarily closed stores in response to the growing COVID-19 pandemic, which meaningfully disrupted sales and operations. There was also significant uncertainty and disruption to our inventory flow, merchandising, and supply chain. Accordingly, the CPCC determined that the financial and market share goals established in February of 2020 for the PSU grant were no longer relevant or functional, and determined not to revise the goals for the 2020 PSUs. Accordingly, each of the NEOs agreed to the cancellation of their PSU award on August 18, 2020, as disclosed in the Form 8-K filed August 20, 2020. As required, the grant date fair values of the PSU grants are included in the Summary Compensation Table, on page 42. On August 18, 2020, the CPCC determined to award stock option grants in light of continued economic uncertainty, along with a desire to incentivize executives towards optimal shareholder outcomes and recognize the executives’ critical roles in supporting the Company’s key strategies and long-term success to each of the NEOs, effective August 27, 2020, the first open trading window date after CPCC approval. Stock options reward executives for the creation of long-term shareholder value, thereby aligning the executives’ interests with those of our Company’s shareholders. Erik Nordstrom and Peter Nordstrom each received an option to purchase 245,829 shares, and Anne Bramman, Kenneth Worzel and Edmond Mesrobian received an option to purchase 281,657, 366,540 and 212,207 shares, respectively. The stock options granted on August 27, 2020 have a grant price of $14.79, the closing stock price on August 27, 2020 and vest in full on September 10, 2022.

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Two-Thirds of the 2019 PSUs are Still in Process


Performance Measures for Performance Period: February 3, 2019 – January 29, 2022
Free Cash Flow Growth	EBIT Margin %	Percentage of Units that will Vest
≥31.4%	≥7.1%	200%
28.9%	6.8%	100%
26.3%	6.5%	50%
<26.3%	<6.5%	0%

Stock Ownership Guidelines Align Executives and Shareholders


Position			Multiple of Base Salary Used to Establish Ownership Target
Chief Executive Officer			10x
Chief Financial Officer ~~role.~~ ~~Long-Term Incentives~~ ~~The 2019 annual equity grant mix for the Co-Presidents was changed to 60% performance-based equity~~			4x
President and 40% stock options. This mix is closely aligned with the Company’s pay for performance philosophy. The 2019 annual grant mix for the other Named Executive Officers was changed to 60% performance-based equity and 40% restricted stock units. This mix provides a balance of the key retention and performance objectives of the long-term incentive plan. Performance-based equity was reintroduced into the annual grant mix to support the Company’s communicated forward-looking strategy. Free cash flow growth and EBIT margin percent are the core measures for the performance-based equity with market share serving as a payout modifier. The Committee believes that these measures reflect the Company’s key areas of strategic focus over the next three years. Two-thirds of the performance-based equity grant for 2019 has a three-year performance period. The remaining one-third of the performance-based equity grant for 2019 has a one-year performance period for the core measures and a three-year performance period for the market share modifier. ~~Anne Bramman’s target equity grant value as a percent of base salary increased from 175% to 200% to maintain relative market competitiveness for the~~ Chief ~~Financial~~Brand Officer ~~role.~~			10x
Chief Operating Officer			4x
Chief Technology Officer			3x

The CPCC regularly reviews stock ownership status for the NEOs. All of the NEOs have exceeded their ownership targets.

~~One-Time Option Grant~~

In February 2019, the Committee approved a one-time stock option award to key leadership to recognize the critical and important role that the executives will play in executing the Company’s communicated forward-looking strategy and delivering results to shareholders over the next few years. Anne Bramman, Kenneth Worzel and Christine Deputy received this award, representing options to purchase 123,554, 159,425 and 69,947 shares, respectively. The stock option award was granted on March 5, 2019, the first business day of the open trading window following the Committee’s approval of the grant. The stock options will vest over four years, with 50% vesting at the end of year three and 50% vesting at the end of year four.

~~Additional Information~~

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Benefits

Company employees, received a Company matching contribution for the 2020 Plan Year.

Additional information on 2020 benefits is provided as noted below.

~~Compensation Risk Assessment Supports Integrity of the Pay Program~~

The Committee 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 2018, 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 long-term 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 served our stakeholders, and in particular, our shareholders, well. The strength of this alignment is regularly reviewed and monitored by the Committee.

~~As a leading fashion retailer, the Company’s compensation-related risks are generally more straightforward than some other business sectors. We have systems in place~~

Benefit

Where to ~~identify, monitor~~Learn More

Broad-Based

●

Company contribution to medical, dental 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~~vision coverage; short- and long-term ~~performance. Performance measures are predominantly team-oriented rather than individually focused~~disability; life insurance; adoption assistance; and ~~tied~~employee referral assistance. Employee access to ~~measurable factors that are both transparent to shareholders~~accident insurance; health savings account and ~~drivers of their shareholder return.~~

~~The compensation program balances the importance of achieving critical short-term objectives with a focus~~flexible spending accounts; ESPP and merchandise discount. Paid time off (or Self-Managed Time Away for executives)

●

For merchandise discount, see All Other Compensation in Fiscal Year 2020, footnote (a) on ~~realizing strategic~~page 44.

Leadership

●

Long-term disability coverage; life insurance

●

For long-term ~~priorities. Strong stock ownership guidelines are~~disability and life insurance, see All Other Compensation in ~~place~~Fiscal Year 2020, footnote (c) on page 44.

●

NDCP; Company match and discretionary profit-based match for ~~Company leaders, and mechanisms, such as an executive clawback policy, exist to address inappropriate rewards.~~

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~~The Committee 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 Audit and Finance Committee 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~~eligible participants

●

See Nonqualified Deferred Compensation beginning on ~~this review, the Committee believes that the Company’s compensation plans do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.~~

page 51.

●

Executive ~~Compensation Clawback Policy Applies to Performance-Based Pay~~

In February 2008, the Board adopted a formal executive compensation clawback policy that applies to any performance-based bonus, equity, equity equivalent or other incentive compensation awarded to an Executive Officer, beginning in that fiscal year. Under that policy, in the event of a material restatement of the Company’s financial results, the Board will review the circumstances that caused the restatement and consider accountability to determine whether an Executive Officer was negligent or engaged in misconduct. If so, and if the amount or vesting of an award would have been less had the financial statements been correct, the Board will seek to recover compensation from the Executive Officer as it deems appropriate. This policy is in addition to any requirements which might be imposed pursuant to applicable law.

~~Termination and Change in Control Provisions are Committee-Directed~~

~~Under our Leadership Separation~~Severance Plan eligible Company leaders, including certain Named Executive Officers, are entitled to receive severance benefits upon involuntary termination of employment by the Company, due to job elimination, to assist in the transition from active employment. Erik Nordstrom and Peter Nordstrom are not eligible for separation benefits under the Plan. Separation benefits are described in the

●

See Potential Payments Upon Termination or Change in Control ~~section~~at Fiscal Year-End 2020, footnote (e) on page ~~59.~~

~~As described~~57.

Retirement

●

Discretionary 401(k) match and profit-based match (suspended for the 2020 plan year and modified for the 2021 plan year as discussed above)

●

See All Other Compensation in ~~the same section, the Named Executive Officers~~Fiscal Year 2020, footnote (b) on page 44.

●

Retiree health care (closed to new entrants in 2013; Erik Nordstrom, Peter Nordstrom and Kenneth Worzel are generally not entitled to any payment or accelerated benefit in connection with a change in control of the Company. However, the Named Executive Officers are entitled to accelerated vesting of equity ifparticipants as 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, unless the Committee acts to prevent such acceleration.

~~Tax and Accounting Considerations Underlie the Compensation Elements~~

~~The Committee recognizes the tax and regulatory factors that can influence the structure of executive compensation programs, including:~~

~~Section 162(m) of the Internal Revenue Code (“IRC”),~~ ~~which generally disallows a tax deduction to public companies for annual compensation over $1 million paid to their Named Executive Officers. Prior~~were eligible prior to the ~~enactment of corporate tax reform~~closure to new entrants)

●

See Potential Payments Upon Termination or Change in ~~2017 (the “Tax Act”), the IRC generally excluded from the calculation of the $1 million limit compensation that was based~~Control at Fiscal Year-End 2020, footnote (d) on ~~the attainment of pre-established, objective performance goals established under a shareholder-approved plan. The exclusion~~page 57.

●

SERP (annual benefit capped for ~~performance-based compensation was repealed by the Tax Act, effective for taxable years beginning after December 31, 2017, such that compensation paid~~current participants; closed to ~~our Named Executive Officers~~new entrants in ~~excess of $1 million is not deductible unless it qualifies for transition relief applicable to certain arrangements in place~~2012; Erik Nordstrom, Peter Nordstrom and Kenneth Worzel are participants as of November 2, 2017. The Tax Act also expanded the category of covered officers for purposes of the limitations of Section 162(m). Following passage of the Tax Act, the Committee anticipates that compensation paidthey were eligible prior to the ~~Company’s Named~~closure to new entrants)

●

See Pension Benefits beginning on page 50.

Changes for 2021

Base Salary

•Anne Bramman, Kenneth Worzel and Edmond Mesrobian received increases of 2%, 2% and 3%, effective March 28, 2021, to maintain their relative market competitiveness.

•Erik Nordstrom and Peter Nordstrom’s base salaries 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 2021.

•The 2021 bonus opportunity for Erik Nordstrom and Peter Nordstrom remains based 100% on Incentive Adjusted EBIT subject to achievement of the Incentive Adjusted ROIC threshold.

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Long-Term Incentives

The CPCC used its discretion to increase the LTI grant value, as a percentage of base salary, above the target LTI grant values (which remained unchanged from fiscal year 2020) for the NEOs to recognize the criticality of their roles in continuing to deliver on strategic objectives that position the company for future growth.

•Erik Nordstrom’s LTI annual grant was 488% of base salary to recognize his critical role in delivering results to shareholders over the next few years. The increase in Erik Nordstrom’s LTI grant value continues to result in competitive pay positioning below median of CEO roles within our peer group.

•Peter Nordstrom’s LTI annual grant was 488% of base salary, to recognize the importance of his role in transforming our merchandising capabilities, optimizing inventory flow and expanding our supplier partnership models.

•Anne Bramman’s LTI annual grant was 275% of base salary to recognize her role in ensuring the long-term sustainability of the organization and leading critical initiatives to maintain our financial disciplines.

•Kenneth Worzel’s LTI annual grant was 275% of base salary to recognize his leadership on our growing local market strategy and on the ongoing integration of customer touchpoints that will deliver key customer outcomes and capture market share.

•Edmond Mesrobian’s LTI annual grant was 300% of base salary to recognize his role in delivering significant technology innovation that will be critical to the achievement of our business strategy in years to come.

Due to the challenges of setting goals for PSUs in a highly variable environment, the CPCC approved changes in both the mix and vesting of LTI grants for the NEOs in fiscal year 2021.

•Erik Nordstrom and Peter Nordstrom’s target LTI mix changed from 40% stock options and 60% PSUs to 100% price-vested stock options. Stock option vesting changed

from 25% each year over four years to 50% on March 10, 2024 and 50% on March 10, 2025, to account for the elimination of PSUs, which typically had a three-year cliff vest, and to emphasize the long-term nature of the award. Vesting is subject to the condition that the average daily closing price of the Company’s Common Stock meets or exceeds $45 per share for any twenty consecutive trading day period prior to March 10, 2025. For reference, our average closing price in fiscal year 2019 (pre-COVID) was $37.

•Anne Bramman, Kenneth Worzel and Edmond Mesrobian’s LTI mix changed from 40% RSUs and 60% PSUs to 60% RSUs and 40% stock options. The CPCC made no change to RSU vesting, which will continue to vest 25% each year over four years. Stock options will vest 50% on March 10, 2024 and 50% on March 10, 2025.


Additional Information

Compensation Risk Assessment Supports Integrity of the Pay Program

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 2020, 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 long-term 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 for Company leaders are predominantly team-oriented rather than individually focused and tied to measurable factors that are both transparent to shareholders and drivers of their shareholder return.

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•The compensation program balances the importance of achieving critical short-term objectives with a focus on realizing strategic long-term priorities. Strong stock ownership guidelines are in place for Company leaders, and mechanisms, such as an executive clawback policy, exist to address inappropriate rewards.

•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 that the Company’s compensation plans do not encourage risk taking that is reasonably likely to have a material adverse effect on the Company.

Executive Compensation Clawback Policy Applies to Performance-Based Pay

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 currently eligible for separation benefits under the Plan, and Anne Bramman has elected not to participate in the Plan. Separation benefits are described in the Potential Payments Upon Termination or Change in Control section beginning on page 52.

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, unless the Company and the CPCC does not act to to cause the NEOs to receive, on account of the equity award, cash or other property being paid to shareholders in the change in control transaction.

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 generally disallows a tax deduction to public companies for annual compensation over $1 million paid to their NEOs. Prior to the enactment of the Tax Act, the IRC generally excluded from the calculation of the $1 million limit compensation that was based on the attainment of pre-established, objective performance goals established under a shareholder-approved plan. The exclusion for performance-based compensation was repealed by the Tax Act, effective for taxable years beginning after December 31, 2017, such that compensation paid to our NEOs in excess of $1 million is not deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. The Tax Act also expanded the category of covered officers for purposes of the limitations of Section 162(m). Following passage of the Tax Act, the CPCC anticipates that compensation paid to the Company’s NEOs in excess of $1 million will not be deductible 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 2020 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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~~Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 718, Stock~~ Compensation, ~~(“ASC 718”),~~ ~~where stock options, performance share units~~People and restricted stock units are accounted for based on their grant date fair value (see the notes to the financial statements contained within the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019, filed with the SEC). The Committee 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 Nordstrom Deferred Compensation Plan and Supplemental Executive Retirement Plan. The Committee continues to consider the impact of Section 409A and in general, the evolving tax and regulatory landscape in which its compensation decisions are made.

~~40 NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~

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~~Compensation~~Culture Committee Report

The ~~Compensation Committee~~CPCC has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. The ~~Committee~~CPCC believes the Compensation Discussion and Analysis represents the intent and actions of the ~~Committee~~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

Tanya L. Domier, Chair

Glenda G. McNeal

Brad D. Smith

Mark J. Tritton

~~Compensation Committee~~

~~Tanya L. Domier, Chair~~

~~Glenda G. McNeal~~

~~Philip G. Satre~~

~~Brad D. Smith~~

~~Gordon A. Smith~~

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~~NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~ 41

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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 ~~Named Executive Officers~~NEOs for fiscal years ended January 30, 2021, February 1, 2020 and February 2, ~~2019, February 3, 2018 and January 28, 2017.~~2019.


Name and Principal Position	Fiscal Year	Salary ($)(a)	Bonus ($)(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. Nordstrom	2020	367,419	—	1,592,846	2,654,740	—	1,010,681	21,984	5,647,670
Chief Executive Officer	2019	756,393	—	1,592,836	1,061,897	708,591	2,700,516	52,070	6,872,303
	2018	756,393	—	2,654,705	—	963,144	—	77,504	4,451,746
Anne L. Bramman	2020	699,231	—	1,999,988	1,824,997	—	—	14,411	4,538,627
Chief Financial Officer	2019	793,750	—	1,549,974	1,859,994	564,500	—	39,912	4,808,130
	2018	768,889	150,000	3,562,483	—	645,066	—	38,716	5,165,154
Peter E. Nordstrom	2020	367,419	—	1,592,846	2,654,740	—	1,055,774	24,849	5,695,628
President and Chief Brand Officer	2019	756,393	—	1,592,836	1,061,897	708,591	2,782,378	77,355	6,979,450
	2018	756,393	—	2,654,705	—	963,144	—	59,386	4,433,628
Kenneth J. Worzel	2020	764,597	—	2,624,977	2,374,996	—	864,312	18,367	6,647,249
Chief Operating Officer	2019	826,111	—	1,999,970	2,400,000	645,433	1,589,618	37,080	7,498,212
	2018	786,875	—	3,562,483	—	835,167	754,441	45,813	5,984,779
Edmond Mesrobian	2020	677,214	—	1,549,973	1,374,995	—	—	7,917	3,610,099
Chief Technology Officer	2019	743,542	—	2,087,450	1,304,995	420,971	—	10,225	4,567,183
	2018	—	—	—	—	—	—	—	—

Name and Principal Position Fiscal Year
Salary
($)(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. Nordstrom 2018 756,393
—
2,654,705
—
963,144
—
77,504
4,451,746
Co-President 2017 771,142
—
1,760,169
616,272
1,431,290
988,659
50,395
5,617,927
2016 751,152
—
1,630,746
1,437,210
1,213,601
721,831
46,222
5,800,762
Anne L. Bramman 2018 768,889
150,000
3,562,483
—
645,066
—
38,716
5,165,154
Chief Financial Officer 2017 504,173
—
749,965
—
430,384
—
316,516
2,001,038
2016 —
—
—
—
—
—
—
—
Peter E. Nordstrom 2018 756,393
—
2,654,705
—
963,144
—
59,386
4,433,628
Co-President 2017 771,142
—
1,760,169
616,272
1,431,290
1,030,787
40,774
5,650,434
2016 751,152
—
1,630,746
1,437,210
1,213,601
758,249
47,811
5,838,769
Kenneth J. Worzel 2018 786,875
—
3,562,483
—
835,167
754,441
45,813
5,984,779
Chief Digital Officer and President, Nordstrom.com 2017 762,500
—
749,703
262,497
574,620
725,676
32,380
3,107,376
2016 657,417
—
1,742,820
907,475
424,932
412,356
35,880
4,180,880
Christine F. Deputy 2018 604,587
—
2,551,421
—
432,819
—
86,153
3,674,980
Chief Human Resources Officer 2017 —
—
—
—
—
—
—
—
2016 —
—
—
—
—
—
—
—
Blake W. Nordstrom 2018 791,274
82,026
2,654,705
—
881,118
—
66,907
4,476,030
Former Co-President 2017 771,142
—
1,760,169
616,272
1,431,290
998,647
57,181
5,634,701
2016 751,152
—
1,630,746
1,437,210
1,213,601
748,859
49,711
5,831,279


~~(a)~~	(a)Salary

The amounts shown represent base salary earned during the fiscal year. The numbers shown for all fiscal years vary somewhat from annual base salaries due to the fact that our fiscal year ends on the Saturday nearest to January 31st and salary increases are effective on or about April 1st1st of each year. ~~Also, as a result of our 4-5-4 retail reporting calendar, fiscal year 2017 included an extra week (the “53~~rd ~~week”).~~ The ~~2018~~2020 base salaries ~~for the Named Executive Officers~~ were $758,500 each for Erik Nordstrom and Peter Nordstrom, ~~and Blake Nordstrom, $775,000~~$800,000 for Anne Bramman, $875,000 for Kenneth Worzel and ~~$585,000~~$775,000 for ~~Christine Deputy.~~ Kenneth Worzel’s base salary increased from $775,000 to $800,000 effective May 14, 2018, when he assumed additional responsibilities as Chief Digital Officer. The amount shown for Blake Nordstrom reflects a prorated amount based on his separation from service on January 2, 2019 and includes the payout of his accrued vacation pay. Christine DeputyEdmond Mesrobian. Edmond Mesrobian was not ~~a Named Executive Officer~~an NEO in fiscal ~~years 2016 or 2017~~year 2018, so no amounts are shown for ~~those years.~~this year.

Anne Bramman ~~and Christine Deputy~~ elected to defer 8% ~~and $32,000, respectively,~~ of ~~their~~her base ~~salaries~~salary earned during each of the calendar years 2020 and 2021 and 10% of her annual performance-based cash award paid in calendar year ~~2019~~2020 into the NDCP. Kenneth Worzel elected to defer $50,000 of his base salary earned during each of the calendar years 2020 and 2021 into the NDCP. Edmond Mesrobian elected to defer $41,000 of his base salary earned in each of the calendar years 2020 and 2021 into the NDCP. Due to the timing of our fiscal year ends, ~~$2,695, $23,913,~~$108,183, $49,826 and ~~$30,852,~~$39,217 were attributed to fiscal year ~~2018~~2020 deferrals for Anne Bramman, Kenneth Worzel and ~~Christine Deputy,~~Edmond Mesrobian, respectively, as reported in the Fiscal Year ~~2018~~2020 Nonqualified Deferred Compensation ~~Plan~~ Table on page ~~53.~~52.

Each of the ~~Named Executive Officers~~NEOs contributed a portion of their base salary earned during fiscal year ~~2018~~2020 to the 401(k) Plan.

(b) Bonus

The ~~amounts~~amount reported ~~reflect~~for fiscal year 2018 reflects a discretionary ~~bonuses~~one-time cash payment, approved by the ~~Compensation Committee. In~~CPCC in March 2018, ~~the Committee determined~~ to ~~award~~ Anne Bramman ~~a one-time cash payment~~ in recognition of her service since joining the Company in June 2017 as Chief Financial Officer. In February 2019, the Committee approved a discretionary bonus for Blake Nordstrom so that the sum of his performance-based bonus and this discretionary award equaled what his performance-based bonus would have been had he been an active employee on the last day of the fiscal year.

42 NORDSTROM, INC. - ~~2019~~2021 Proxy Statement 42

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The amounts reported reflect the grant date fair value of ~~restricted stock units~~RSUs and ~~performance share units~~PSUs granted during the fiscal year under the 2010 ~~Equity Incentive Plan.~~and 2019 EIPs. The amounts reported are not the value actually received.

~~The value~~Shortly after the ~~Named Executive Officers will ultimately receive from their performance share units will depend~~PSU grant was made on ~~whether~~March 9, 2020, the ~~performance requirements are met~~Company temporarily closed stores in response to the growing COVID-19 pandemic. Sales and operations were meaningfully disrupted. Accordingly, the ~~market price of Common Stock at~~CPCC determined that the ~~end~~goals established with the PSU grant were no longer relevant or functional. On August 18, 2020, each of the ~~performance cycle.~~NEOs agreed to the cancellation of their PSU award. The PSU grants to Erik Nordstrom and Peter Nordstrom each had a grant date fair value of $1,592,846. The PSU grants to Anne Bramman, Kenneth Worzel and Edmond Mesrobian had a grant date fair value of $1,199,989, $1,574,982 and $929,983, respectively. The amounts reported were calculated in accordance with ~~FASB Accounting Standards Codification 718,~~ ~~Stock Compensation~~ (“ASC ~~718”) and reflect~~718. See column (c) of the ~~probable outcome with respect to satisfaction~~Grants of ~~performance conditions at~~Plan-Based Awards in Fiscal Year 2020 table on page 45 for the ~~date~~number of ~~grant. The payout could be as low as zero depending on performance over the relevant period, and the value of any payout will depend on stock price at the time of payout.~~PSUs granted in fiscal year 2020. No amounts are reported for fiscal year 2018 as the Company did not award ~~performance share units~~PSUs during ~~the~~that fiscal year.

The value the ~~Named Executive Officers~~NEOs may receive from their ~~restricted stock units~~RSUs will depend on whether the time-based vesting requirement is met and the market price of Common Stock on the vesting date. The amounts reported were calculated in accordance with ASC 718. See column ~~(c)~~(d) of the Grants of Plan-Based Awards in Fiscal Year ~~2018~~2020 table on page 4645 for the number of ~~restricted stock units~~RSUs granted in fiscal year ~~2018.~~2020.

(d) Option Awards

The amounts reported reflect the grant date fair value of stock options granted during the fiscal year under the 2010 ~~Equity Incentive Plan.~~and 2019 EIPs. This is not the value received. The ~~Named Executive Officers~~NEOs will only realize value from stock options if the market price of Common Stock is higher than the exercise price of the options at the time of exercise. The amounts reported were calculated in accordance with ASC 718. See column (e) of the Grants of Plan-Based Awards in Fiscal Year 2020 table on page 45 for the number of stock options granted in fiscal year 2020. No amounts are reported for fiscal year 2018 as the Company did not grant stock options during ~~the~~that fiscal year.

Assumptions used in the calculation of these amounts are included in the notes to the financial statements contained within the Company’s 2020 Annual ~~Report on Form 10-K for the fiscal year ended February 2, 2019, filed with the SEC.~~Report.

(e) Non-Equity Incentive Plan Compensation

The amounts reported reflect the annual performance-based cash awards under the ~~Executive Management Bonus Plan,~~EMBP, as described ~~beginning~~ on page 35. The amounts of the cash awards for fiscal year 2018, approved by the Compensation Committee on February 26, 2019, were paid in March 2019. Kenneth Worzel elected to defer $50,000 of his cash award for fiscal year 2018 into the NDCP.

(f) Change in Pension Value and Nonqualified Deferred Compensation Earnings

The amounts reported are the changes in actuarial present value from fiscal year-end ~~2017~~2019 to fiscal year-end ~~2018~~2020 for each of the eligible ~~Named Executive Officer’s~~NEO’s benefit under the ~~Supplemental Executive Retirement Plan (“SERP”).~~SERP. The present value of the benefit is affected by current earnings, credited years of service, the executive’s age and time until normal retirement eligibility, the age of the executive’s spouse or life partner as the potential beneficiary and economic assumptions (discount rate and mortality table used to determine the present value of the benefit).

The present value of Erik Nordstrom’s and Peter Nordstrom’s benefits ~~decreased~~increased from last year by ~~$135,088~~$1,010,681 and ~~$122,708,~~$1,055,774, respectively. The ~~decreases~~increases were primarily the result of ~~an increase~~a decrease in the discount rate used to determine the present value of the benefit. The interest rate used is the same as the discount rate used for financial reporting purposes for the SERP which changed from ~~3.95%~~2.97% to ~~4.27%~~2.62%. ~~Under SEC rules, decreases are not reported~~The present value of Kenneth Worzel’s benefit increased by $864,312, primarily due to the change in the table so no amounts are shown. No amount is shown for Blake Nordstrom as he passed away before the end of the fiscal year, and accordingly did not have a pension benefit as of the end of the fiscal year.discount rate mentioned above along with an increase to service. Amounts are not reported for Anne Bramman and ~~Christine Deputy~~Edmond Mesrobian because the SERP was closed to new entrants prior to when they joined the Company. See the Pension Benefits section beginning on page 5150 for more information about the SERP.

The amounts were calculated using the same discount rate ~~and mortality table~~ assumptions as those used in the Company’s financial statements to calculate the Company’s obligations under the SERP. Assumptions used in the calculation of these amounts are included in the notes to the financial statements contained within the Company’s 2020 Annual ~~Report on Form 10-K for the fiscal year ended February 2, 2019, filed with the SEC.~~Report.

Anne Bramman, Kenneth Worzel and ~~Christine Deputy~~Edmond Mesrobian had account balances in the ~~Company’s nonqualified deferred compensation plan~~NDCP in fiscal year ~~2018,~~2020, as shown on page ~~53.~~52. They did not receive above-market-rate or preferential earnings on their deferred compensation, so no amounts for these types of earnings are included in the table.

(g) All Other Compensation

Each component of all other compensation paid to the ~~Named Executive Officers~~NEOs is shown in the table on the following ~~table.~~page.

43 NORDSTROM, INC. - ~~2019~~2021 Proxy Statement43

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~~All Other Compensation in Fiscal Year 2018~~



All Other Compensation in Fiscal Year 2020

The table below shows each component of “All Other Compensation” for fiscal year ~~2018,~~2020, reported in column (g) of the Summary Compensation Table on page 42, calculated at the aggregate incremental cost to the Company.


Name	Merchandise Discount ($)(a)	401(k) Plan Company Match ($)(b)	Premium on Insurance ($)(c)	Total ($)
Erik B. Nordstrom	17,602	2,334	2,048	21,984
Anne L. Bramman	10,405	1,846	2,160	14,411
Peter E. Nordstrom	21,168	1,633	2,048	24,849
Kenneth J. Worzel	13,670	2,334	2,363	18,367
Edmond Mesrobian	3,439	2,385	2,093	7,917

Broad-Based Benefit Broad-Based Retirement Benefit
Leadership
Benefit
Other
Name
Merchandise Discount
($)(a)

401(k) Plan Company Match
($)(b)

NDCP Company Match
($)(c)

Premium on Insurance
($)(d)

SERP
($)(e)

Personal Use of Company Aircraft
($)(f)

Total
($)

Erik B. Nordstrom 58,100
15,840
—
1,939
—
1,625
77,504
Anne L. Bramman 20,902
15,840
—
1,974
—
—
38,716
Peter E. Nordstrom 39,995
15,840
—
1,939
—
1,612
59,386
Kenneth J. Worzel 27,948
15,840
—
2,025
—
—
45,813
Christine F. Deputy 25,661
15,840
43,156
1,496
—
—
86,153
Blake W. Nordstrom 49,128
15,840
—
1,939
—
—
66,907


~~(a)~~	(a)Merchandise Discount

The Company provides a broad-based merchandise discount for its employees. The ~~Named Executive Officers~~NEOs were provided a discount of 33% for purchases at Nordstrom ~~full-line~~ stores and Nordstrom.com and 20% for purchases at Nordstrom Rack stores, ~~Nordstromrack.com/HauteLook~~NordstromRack.com, HauteLook.com and our restaurants. A 40% discount is available at certain times of the year on specific merchandise. The merchandise discount provided to the ~~Named Executive Officers~~NEOs is the same as for all other eligible management and high-performing non-management employees of the Company. The amounts reported are the total discount the ~~Named Executive Officers~~NEOs received on their Nordstrom purchases during the fiscal year. The Company provides the same merchandise discount program for its Board, ~~of Directors,~~ as described on page ~~18.~~16.


~~(b)~~	(b)401(k) Plan Company Match

The Company offers a matching contribution on employee 401(k) contributions under the 401(k) Plan to all eligible employees, including the ~~Named Executive Officers.~~NEOs. The ~~Named Executive Officers~~NEOs may defer up to 16% of their eligible pay (i.e., base salary, performance-based bonus and other taxable wages) into the Plan, subject to IRC limits.

~~Although~~Due to the ~~matching contribution is~~economic impact of the COVID-19 pandemic, the Board made the decision to suspend the discretionary ~~and subject~~company match (equal to ~~change, the Company currently matches employee contributions for the Plan year,~~ dollar for dollar, up to 4% of eligible ~~pay. The 2018 calendar year compensation limit for eligible pay was $275,000, as set by~~pay) and the ~~IRS. In 2018, the maximum Company matching contribution for the eligible Named Executive Officers was $11,000 (4% of $275,000).~~

~~The Company also offers a discretionary~~profit-based match (equal to up to an additional $0.50 per $1 up to a maximum of 2% of eligible pay, based on Company ~~performance. Based~~performance) under the 401(k) Plan for the 2020 plan year. As a result, neither the NEOs, nor any other Company employees, received a Company matching contribution for the 2020 Plan Year.

Company matching contributions began again for the 2021 plan year for NEOs and all other Company employees under a new Qualified Automatic Contribution Arrangement (QACA) plan design. Beginning January 1, 2021, the NEOs and all other Company employees can contribute up to 50% of eligible pay, subject to IRC limits. 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 ~~Company’s performance in 2018, the Board approved~~next 6% of eligible pay, up to a ~~discretionary match~~maximum of ~~$0.44 per dollar contributed by the employee, up to~~ 4% of eligible ~~pay. The maximum Company discretionary match for the eligible Named Executive Officers was $4,840(44% of 4% of $275,000)for 2018.~~pay and IRC limits. The total Company matching contribution each of the ~~eligible Named Executive Officers~~NEOs received, ~~in March 2019, for calendar~~as shown above, reflects this matching formula and was credited between January 1, 2021, the start of the plan year, ~~2018, was $15,840 as reported above.~~and January 30, 2021, the end of the Company’s fiscal year.

Contributions under the 401(k) Plan may be directed to ~~any of 12~~ custom target retirement date funds or to any of 9nine individual investment alternatives, including Common Stock. The Plan also offers a self-directed brokerage option.


~~(c)~~	~~NDCP Company Match~~

The Company offers a dollar for dollar matching contribution, up to 4% of eligible pay over the 401(k) calendar year compensation limit, on deferrals into the NDCP by eligible participants. The Company may also make a discretionary profit-based match up to an additional 2% of eligible pay over the 401(k) calendar year compensation limit. Christine Deputy received the NDCP Company matching contribution on her 2018 deferrals. Anne Bramman and Kenneth Worzel also made deferrals into the NDCP during fiscal year 2018 but were not eligible for the NDCP Match. Anne Bramman did not defer any pay in calendar year 2018 and Kenneth Worzel is not eligible for the NDCP match as he is a participant in the Company’s SERP, as described beginning on page 51. See the Nonqualified Deferred Compensation section on page 53 for more information.

~~44 NORDSTROM, INC.~~(c) - ~~2019 Proxy Statement~~

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~~(d)~~	Premium on Insurance

The Company provides life insurance to the ~~Named Executive Officers~~NEOs in an amount equal to approximately 1.25 times their base salary and additional disability insurance. The amounts reported are the annual Company-paid premiums.


~~(e)~~	~~SERP~~

The Company has a SERP, in which certain Named Executive Officers participate. As described in the Pension Benefits section beginning on page 51, the SERP provides an annual benefit, paid upon retirement for the remaining life of the executive with a 50% annuity paid to the surviving spouse after the executive’s death. Although Blake Nordstrom was a SERP participant, he did not receive any SERP payments during the fiscal year and therefore no amount is reported in this table. Upon Blake Nordstrom’s death on January 2, 2019, his surviving spouse began receiving the 50% survivor annuity. For the period from January 2, 2019 to the end of our fiscal year, Blake Nordstrom’s surviving spouse received SERP benefit payments totaling $29,167.


~~(f)~~	~~Personal Use of Company Aircraft~~

~~The Company owns~~ ~~two aircra~~ft which it uses for business purposes. On rare occasions, a Named Executive Officer may have a guest accompany the executive on a business trip on the Company’s aircraft as an additional passenger. Only the direct variable costs (i.e., costs the Company incurs solely as a result of the passenger being on the aircraft) are included in determining the aggregate incremental cost to the Company. When travel does not meet the IRS standard for business travel, the cost of the travel is imputed as income to the executive, which is the Company’s practice to fully disclose. The Company does not reimburse the Named Executive Officers for taxes incurred as a result of the imputed income.

~~In fiscal year 2018, Erik Nordstrom and Peter Nordstrom~~ ~~were each accompanied by a family member on one business trip.~~ The costs reported are the total direct variable costs associated with the family member’s travel which include the tax deduction the Company was not able to take as a result of the nondeductible portion of the aircraft operating costs.

NORDSTROM, INC. - ~~2019~~2021 Proxy Statement 4544

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Grants of Plan-Based Awards in Fiscal Year ~~2018~~2020

The following table discloses the potential range of payouts ~~for~~ for:

•non-equity incentive plan awards granted in fiscal year ~~2018~~2020. These awards are performance-based cash bonuses granted under the ~~Executive Management Bonus Plan,~~EMBP, as described ~~beginning~~ on page ~~35.~~ 35; and

•EIP awards granted in fiscal year 2020. These awards are PSUs granted under the 2019 EIP, as described on pages 36 and 37.

The table also ~~discloses~~ discloses:

•the grant date fair value of PSUs granted under the 2019 EIP in fiscal year 2020, as described on pages 36 and 37;

•the number, price and grant date fair value of stock options granted under the 2019 EIP in fiscal year 2020, as described on pages 36 and 37; and

•the number and grant date fair value of ~~restricted stock units~~RSUs granted under the ~~2010 Equity Incentive Plan~~2019 EIP in fiscal year ~~2018~~2020, as described on ~~page~~pages 36 and 37.

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
(b)

Estimated Future Payouts Under Equity Incentive
Plan Awards
All Other
Stock
Awards:
Number of Shares
of Stock or Units (#)(c)
All Other
Option
Awards:
Number of Securities
Underlying Options
(#)
Exercise
or Base Price of
Option Awards
($/Sh)
Grant
Date Fair
Value of
Stock and Option Awards ($)(d)
Name and Award
Grant Date
(a)
Approval Date Threshold ($)
Target
($)

Maximum ($)
Threshold (#) Target (#) Maximum (#)
Erik B. Nordstrom

Executive
Management Bonus
379,250
1,517,001
3,792,502

Restricted Stock Unit
Award
3/6/2018 3/3/2018

54,233 2,654,705
Anne L. Bramman

Executive Management
Bonus
174,375
697,500
1,743,751

Restricted Stock Unit
Award
3/6/2018 3/3/2018

72,778 3,562,483
Peter E. Nordstrom

Executive Management
Bonus
379,250
1,517,001
3,792,502

Restricted Stock Unit
Award
3/6/2018 3/3/2018

54,233 2,654,705
Kenneth J. Worzel

Executive Management
Bonus 247,875
991,500
2,478,752

Restricted Stock Unit Award 3/6/2018 3/3/2018

72,778 3,562,483
Christine F. Deputy

Executive Management Bonus 117,000
468,000
1,170,000

Restricted Stock Unit Award 3/6/2018 3/3/2018

52,123 2,551,421
Blake W. Nordstrom

Executive Management Bonus 379,250
1,517,001
3,792,502

Restricted Stock Unit Award 3/6/2018 3/3/2018

54,233 2,654,705


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (b)			Estimated Future Payouts Under Equity Incentive Plan Awards (c)			All Other Stock Awards: Number of Shares of Stock or Units (#)(d)	All Other Option Awards: Number of Securities Underlying Options (#)(e)	Exercise or Base Price of Option Awards ($/Sh)(f)	Grant Date Fair Value of Stock and Option Awards ($)(g)
Name and Award	Grant Date (a)	Approval Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Erik B. Nordstrom
EMBP			379,250	1,517,001	3,792,502
PSU	3/09/2020	2/26/2020				33,393	66,786	160,286				1,592,846
Stock Option Award	3/09/2020	2/26/2020								147,407	26.79	1,061,891
Stock Option Award	8/27/2020	8/18/2020								245,829	14.79	1,592,849
Anne L. Bramman
EMBP			200,000	800,000	2,000,000
PSU	3/09/2020	2/26/2020				25,157	50,314	120,753				1,199,989
RSU	3/09/2020	2/26/2020							34,647			799,999
Stock Option Award	8/27/2020	8/18/2020								281,657	14.79	1,824,997
Peter E. Nordstrom
EMBP			379,250	1,517,001	3,792,502
PSU	3/09/2020	2/26/2020				33,393	66,786	160,286				1,592,846
Stock Option Award	3/09/2020	2/26/2020								147,407	26.79	1,061,891
Stock Option Award	8/27/2020	8/18/2020								245,829	14.79	1,592,849
Kenneth J. Worzel
EMBP			273,437	1,093,750	2,734,375
PSU	3/09/2020	2/26/2020				33,018	66,037	158,488				1,574,982
RSU	3/09/2020	2/26/2020							45,474			1,049,995
Stock Option Award	8/27/2020	8/18/2020								366,540	14.79	2,374,996
Edmond Mesrobian
EMBP			155,000	620,000	1,550,000
PSU	3/09/2020	2/26/2020				19,496	38,993	93,583				929,983
RSU	3/09/2020	2/26/2020							26,851			619,990
Stock Option Award	8/27/2020	8/18/2020								212,207	14.79	1,374,995

4645 NORDSTROM, INC. - ~~2019~~2021 Proxy Statement

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(a) Grant Date

The grant date is the first business day of the open trading window that falls on or after the ~~Compensation Committee’s~~CPCC approval of the grant.

(b) Estimated Future Payouts Under ~~Non-Equity Incentive Plan~~Non-EIP Awards

The amounts shown report the range of possible cash payouts for fiscal year ~~2018~~2020 associated with established levels of performance or achievement under the ~~Executive Management Bonus Plan.~~EMBP. The amounts shown in the “Threshold,” “Target” and “Maximum” columns reflect the payout opportunity associated with established levels of performance or achievement, as discussed ~~beginning~~ on page 35. For there to be any payout, minimum performance milestones or achievement must be met.

Although the column heading refers to future payouts, fiscal year ~~2018~~2020 performance-based bonuses ~~have already been earned and were paid~~resulted in zero payout to the ~~Named Executive Officers~~NEOs in March ~~2019. These cash payments are~~2021, as reported in the Summary Compensation Table on page 42, in column (e), “Non-Equity Incentive Plan Compensation.”

~~(c)~~The numbers shown report the range of potential PSU payout for the 2020 grant. Shortly after the PSU grant was made on March 9, 2020, the Company temporarily closed stores in response to the growing COVID-19 pandemic. Sales and operations were meaningfully disrupted. Accordingly, the CPCC determined that the goals established with the PSU grant were no longer relevant or functional. On August 18, 2020, each of the NEOs agreed to the cancellation of their PSU award. Payouts are shown in units of 50%, 100% and 240% of the number of PSUs granted. No payout will be earned, as the PSUs were cancelled.

(d) All Other Stock Awards: Number of Shares of Stock or Units

The numbers shown report the number of ~~restricted stock units~~RSUs granted to the ~~Named Executive Officers~~NEOs in fiscal year ~~2018~~2020 under the ~~2010 Equity Incentive Plan. The restricted stock units~~2019 EIP. RSUs were granted on March ~~6, 2018~~9, 2020 to Anne Bramman, Kenneth Worzel and Edmond Mesrobian and will vest equally over four years, beginning on March 10, ~~2019. The restricted stock units granted to Blake Nordstrom vested on an accelerated basis as~~2021.

(e) All Other Option Awards: Number of ~~January 2, 2019.~~ Securities Underlying Options

The numbers shown ~~for Anne Bramman, Kenneth Worzel~~report the number of stock options granted to the NEOs in fiscal year 2020 under the 2019 EIP. The stock option grants to Erik Nordstrom and ~~Christine Deputy include~~Peter Nordstrom made on March 9, 2020 as part of the annual grant vest and become exercisable in four equal annual installments, beginning on March 10, 2021. The one-time ~~restricted~~ stock ~~unit awards of 45,965, 45,965~~option grants to the NEOs made on August 27, 2020 vest and ~~34,749, respectively, as~~become exercisable on September 10, 2022. This one-time stock option award is discussed in the Compensation Discussion and Analysis on page ~~37.~~36.

~~(d)~~(f) Exercise or Base Price of Options Awards

The exercise price of the stock options granted on March 9, 2020 of $26.79 and August 27, 2020 of $14.79 was the closing price of Common Stock on the respective grant dates.

(g) Grant Date Fair Value of Stock and Option Awards

The grant date fair value of the ~~restricted~~PSUs, RSUs and stock ~~units~~options was calculated in accordance with ASC 718.

The reported value for ~~restricted stock units~~PSUs was calculated by multiplying the number of ~~restricted stock units~~PSUs granted by the fair value of a PSU on the date of grant, which was $23.85 on March 9, 2020. No payout will be earned, as the PSUs were cancelled as described under footnote (c), Estimated Future Payouts Under EIP Awards,

The reported value for RSUs was calculated by multiplying the number of RSUs awarded by the fair value of a ~~restricted stock unit~~RSU on the date of ~~grant. The fair value for the~~ grant, which was $23.09 on March ~~6, 2018 was $48.95. This is not the value received.~~9, 2020. The actual value the ~~Named Executive Officers~~NEOs may receive will depend on whether the time-based vesting requirement is met and the market price of Common Stock at the time of any vesting.

The reported value of stock options was calculated by multiplying the number of options awarded by the fair value of an option on the date of grant. The fair value for the grant on March 9, 2020 to Erik Nordstrom and Peter Nordstrom was $7.20. The fair value for the grant on August 27, 2020 to the NEOs was $6.48. The actual value received by the NEOs will be the number of options exercised multiplied by the difference between the stock price at the future exercise date and the grant price. The grant price on March 9, 2020 was $26.79 and the grant price on August 27, 2020 was $14.79.

NORDSTROM, INC. - ~~2019~~2021 Proxy Statement 4746

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Outstanding Equity Awards at Fiscal Year-End ~~2018~~2020

The following table provides information on the current holdings of stock options and stock awards by the ~~Named Executive Officers~~NEOs as of the fiscal year ended ~~February 2, 2019.~~January 30, 2021. The table includes vested but unexercised stock options, unvested stock options, unvested ~~restricted stock units~~RSUs and ~~performance share units~~PSUs with time remaining in the ~~three-year~~three-

year performance cycle. ~~Because Blake Nordstrom passed away prior to the end of the fiscal year, resulting in the transfer of all outstanding awards to his estate,~~ ~~nothing is reported for Blake Nordstrom in the table below.~~ The vesting schedules for outstanding stock options and ~~restricted stock units~~RSUs are provided on pages 4948 and ~~50.~~49. Information about the amount of Common Stock beneficially owned by the ~~Named Executive Officers~~NEOs is provided in the Beneficial Ownership Table on page ~~70.~~61.

Option Awards Stock Awards

Equity Incentive Plan Awards:
Number of Securities Underlying Unexer-
cised Unearned Options
(#)

Number of Shares or Units of Stock That Have Not Vested
(#)(b)
Market Value of Shares or Units of Stock That Have Not Vested
($)
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(c)

Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(d)

Number of Securities
Underlying
Unexercised Options
(#)
Option Exercise Price
($)

Option Expiration Date
Name Grant Date
Exer-
cisable

Unexer-
cisable (a)

Erik B. Nordstrom 2/26/2010 77,609
—
34.50
2/26/2020
2/25/2011 69,637
—
42.48
2/25/2021
2/22/2012 68,244
—
49.15
2/22/2022
3/4/2013 99,563
—
50.26
3/4/2023
3/3/2014 60,747
—
57.16
3/3/2024
2/24/2015 34,497
11,499
75.23
2/24/2025
2/24/2015
1,499 67,950
2/29/2016
6,348 287,755
2/29/2016 41,070
41,071
51.32
2/28/2026
6/7/2016 —
10,838
40.50
6/7/2026
6/7/2016 5,573 252,624
2/28/2017
13,207
598,673
2/28/2017 9,663
28,990
46.66
2/28/2027
2/28/2017
20,724 939,419
3/6/2018 52,210 2,366,679
Anne L. Bramman 8/21/2017
12,234 554,567
3/6/2018
45,965 2,083,593
3/6/2018 26,813 1,215,433
Peter E. Nordstrom 2/26/2010 77,609
—
34.50
2/26/2020
2/25/2011 69,637
—
42.48
2/25/2021
2/22/2012 68,244
—
49.15
2/22/2022
3/4/2013 99,563
—
50.26
3/4/2023
3/3/2014 60,747
—
57.16
3/3/2024
2/24/2015 34,497
11,499
75.23
2/24/2025
2/24/2015 1,497 67,859
2/29/2016
6,338 287,302
2/29/2016 41,070
41,071
51.32
2/28/2026
6/7/2016 —
10,838
40.50
6/7/2026
6/7/2016 5,573 252,624
2/28/2017
13,207
598,673
2/28/2017 9,663
28,990
46.66
2/28/2027
2/28/2017
20,691 937,923
3/6/2018 52,210 2,366,679


	Option Awards						Stock Awards
				EIP Awards: Number of Securities Underlying Unexer- cised Unearned Options (#)			Number of Shares or Units of Stock That Have Not Vested (#)(b)	Market Value of Shares or Units of Stock That Have Not Vested ($)	EIP Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(c)	EIP Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(d)
		Number of Securities Underlying Unexercised Options (#)			Option Exercise Price ($)	Option Expiration Date
Name	Grant Date	Exer- cisable	Unexer- cisable (a)
Erik B. Nordstrom	2/25/2011	69,637	—		42.48	2/25/2021
	2/22/2012	68,244	—		49.15	2/22/2022
	3/4/2013	99,563	—		50.26	3/4/2023
	3/3/2014	60,747	—		57.16	3/3/2024
	2/24/2015	45,996	—		75.23	2/24/2025
	2/29/2016	82,141	—		51.32	2/28/2026
	6/7/2016	10,838	—		40.50	6/7/2026
	2/28/2017	28,989	9,664		46.66	2/28/2027
	2/28/2017						6,908	244,889
	3/6/2018						26,106	925,458
	3/5/2019	18,267	54,802		45.33	3/5/2029
	3/5/2019								12,543	444,649
	3/9/2020	—	147,407		26.79	3/9/2030
	8/27/2020	—	245,829		14.79	8/27/2030
Anne L. Bramman	3/6/2018						13,407	475,278
	3/6/2018						22,983	814,747
	3/5/2019	—	123,554		45.33	3/5/2029
	3/5/2019								7,323	259,600
	3/5/2019						11,221	397,784
	3/9/2020						34,647	1,228,236
	8/27/2020	—	281,657		14.79	8/27/2030
Peter E. Nordstrom	2/25/2011	69,637	—		42.48	2/25/2021
	2/22/2012	68,244	—		49.15	2/22/2022
	3/4/2013	99,563	—		50.26	3/4/2023
	3/3/2014	60,747	—		57.16	3/3/2024
	2/24/2015	45,996	—		75.23	2/24/2025
	2/29/2016	82,141	—		51.32	2/28/2026
	6/7/2016	10,838	—		40.50	6/7/2026
	2/28/2017	28,989	9,664		46.66	2/28/2027
	2/28/2017						6,897	244,499
	3/6/2018						26,106	925,458
	3/5/2019	18,267	54,802		45.33	3/5/2029
	3/5/2019								12,543	444,649
	3/9/2020	—	147,407		26.79	3/9/2030
	8/27/2020	—	245,829		14.79	8/27/2030

4847 NORDSTROM, INC. - ~~2019~~2021 Proxy Statement

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	Option Awards						Stock Awards
				EIP Awards: Number of Securities Underlying Unexer- cised Unearned Options (#)			Number of Shares or Units of Stock That Have Not Vested (#)(b)	Market Value of Shares or Units of Stock That Have Not Vested ($)	EIP Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(c)	EIP Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(d)
		Number of Securities Underlying Unexercised Options (#)			Option Exercise Price ($)	Option Expiration Date
Name	Grant Date	Exer- cisable	Unexer- cisable (a)
Kenneth J. Worzel	3/4/2013	40,536	—		50.26	3/4/2023
	3/3/2014	26,141	—		57.16	3/3/2024
	2/24/2015	20,585	—		75.23	2/24/2025
	2/29/2016	38,057	—		51.32	2/28/2026
	6/7/2016	23,433	—		40.50	6/7/2026
	2/28/2017	12,348	4,116		46.66	2/28/2027
	2/28/2017						2,942	104,294
	3/6/2018						12,906	457,518
	3/6/2018						22,983	814,747
	3/5/2019	—	159,425		45.33	3/5/2029
	3/5/2019								9,449	334,967
	3/5/2019						13,938	494,102
	3/9/2020						43,777	1,551,895
	8/27/2020	—	366,540		14.79	8/27/2030
Edmond Mesrobian	8/27/2018						19,052	675,393
	3/5/2019	—	86,687		45.33	3/5/2029
	3/5/2019								5,138	182,142
	3/5/2019						7,873	279,098
	8/26/2019						25,680	910,356
	3/9/2020						26,851	951,868
	8/27/2020	—	212,207		14.79	8/27/2030

(a)Number of Securities Underlying Unexercised Options: Unexercisable

Option Awards Stock Awards

Equity Incentive Plan Awards:
Number of Securities Underlying Unexer-
cised Unearned Options
(#)

Number of Shares or Units of Stock That Have Not Vested
(#)(b)
Market Value of Shares or Units of Stock That Have Not Vested
($)
Equity Incentive Plan Awards:
Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)(c)

Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(d)

Number of Securities
Underlying
Unexercised Options
(#)
Option Exercise Price
($)

Option Expiration Date
Name Grant Date
Exer-
cisable

Unexer-
cisable (a)

Kenneth J. Worzel 3/4/2013 40,536
—
50.26
3/4/2023
3/3/2014 26,141
—
57.16
3/3/2024
2/24/2015 15,438
5,147
75.23
2/24/2025
2/24/2015 697 31,595
2/29/2016 3,056 138,528
2/29/2016 19,028
19,029
51.32
2/28/2026
6/7/2016 —
23,433
40.50
6/7/2026
6/7/2016 12,049 546,181
11/21/2016 1,596 72,347
2/28/2017 5,625
254,981
2/28/2017 4,116
12,348
46.66
2/28/2027
2/28/2017 9,170 415,676
3/6/2018 26,813 1,215,433
3/6/2018 45,965 2,083,593
Christine F. Deputy 8/24/2015 15,070
5,024
67.34
8/24/2025
8/24/2015 1,517 68,766
8/24/2015 3,254 147,504
2/29/2016 2,674 121,212
2/29/2016 16,650
16,650
51.32
2/28/2026
6/7/2016 —
15,432
40.50
6/7/2026
6/7/2016 7,935 359,694
2/28/2017 5,497
249,179
2/28/2017 4,021
12,066
46.66
2/28/2027
2/28/2017 8,960 406,157
3/6/2018 34,749 1,575,172
3/6/2018 17,374 787,563


~~(a)~~	~~Number of Securities Underlying Unexercised Options: Unexercisable~~

The following table shows the grant date, vesting schedule and expiration date for all unvested stock options as of the fiscal year ended ~~February 2, 2019. All~~January 30, 2021. On March 5, 2019, Erik Nordstrom and Peter Nordstrom received a stock option ~~grants have~~grant with a four-year vesting schedule of 25% per ~~year,~~year.

On March 5, 2019, Anne Bramman, Kenneth Worzel and Edmond Mesrobian received a stock option grant with ~~the exception~~a four-year vesting schedule of ~~the grant on June 7, 2016, which vests 100% on June 10, 2019. All grants have a 10-year term.~~50% after years three and four.



Grant Date		Vesting Schedule		Expiration Date
2/~~24/2015~~28/2017		25% per year with a remaining vesting date of ~~2/24/2019~~3/10/2021		2/~~24/2025~~28/2027
~~8/24/2015~~		~~25% per year with a remaining vesting date of 8/24/~~3/5/2019	~~8/24/2025~~
~~2/29/2016~~	25% per year with remaining vesting dates of 3/10/~~2019~~2021, 3/10/2022 and 3/10/~~2020~~2023		~~2/28/2026~~3/5/2029
~~6/7/2016~~		~~100% on 6/10/~~3/5/2019	~~6/7/2026~~50% on 3/10/2022 and 50% on 3/10/2023		3/5/2029
~~2/28/2017~~3/9/2020		25% per year with ~~remaining~~ vesting dates of 3/10/~~2019,~~2021, 3/10/~~2020~~2022, 3/10/2023 and 3/10/~~2021~~2024		~~2/28/2027~~3/9/2030
8/27/2020		100% vest on 9/10/2022		8/27/2030

NORDSTROM, INC. - ~~2019~~2021 Proxy Statement 4948

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(b)Number of Shares or Units of Stock That Have Not Vested


~~(b)~~	~~Number of Shares or Units of Stock That Have Not Vested~~

The following table shows the grant date and vesting schedule for all unvested ~~restricted stock units~~RSUs as of the fiscal year ended February 2, 2019. The restricted stock unit grants have a four-year vesting schedule of 25% per year with the following exceptions: Christine Deputy’s grant of 8,135 units on August 24, 2015 vests 20% per year over five years; the grant on June 7, 2016 vests 50% after each of years two and three; Kenneth Worzel’s grant of 4,788 units on November 21, 2016 vests 33% after each of years one and two and 34% after year three; and Anne Bramman’s grant of 18,350 units on August 21, 2017 vests 33% after each of years one and two and 34% after year three.

January 30, 2021.



Grant Date					Vesting Schedule
2/~~24/2015~~			28/2017	25% per year with a remaining vesting date of ~~2/24/2019~~3/10/2021
~~8/24/2015~~				~~25% per year with a remaining vesting date of 8/24/2019~~
~~8/24/2015~~		~~20% per year with remaining vesting dates of 8/24/2019 and 8/24/2020~~
~~2/29/2016~~	3/6/2018	25% per year with remaining vesting dates of 3/10/~~2019~~2021 and 3/10/~~2020~~2022
~~6/7/2016~~8/27/2018					~~50% in years 2 and 3~~25% per year with a remaining vesting ~~date~~dates of 6/9/10/~~2019~~2021 and 9/10/2022
~~11/21/2016~~				~~33% in years 1 and 2 and 34% in year 3 with a remaining vesting date of 12/10/~~3/5/2019
~~2/28/2017~~		25% per year with remaining vesting dates of 3/10/~~2019,~~2021, 3/10/~~2020~~2022, and 3/10/~~2021~~2023
8/~~21/2017~~			26/2019	33% in years 1one and 2two and 34% in the final year 3 with remaining vesting dates of 9/10/~~2019~~2021 and 9/10/~~2020~~2022
3/~~6/2018~~			9/2020	25% per year with vesting dates of 3/10/~~2019,~~2021, 3/10/~~2020,~~2022, 3/10/~~2021~~2023 and 3/10/~~2022~~2024


~~(c)~~	~~Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested~~

The PSUs granted on March 9, 2020 were cancelled on August 18, 2020, as discussed on page 36, and are not reflected in the above table. The numbers reported are the outstanding ~~performance share units~~PSUs granted in fiscal year ~~2017. The~~2019. One-third of the PSUs are earned on the last day of the one-year performance ~~share~~cycle, February 1, 2020, if performance criteria have been met, and two-thirds of the units are earned on the last day of the three-year performance cycle, ~~February 1, 2020,~~January 29, 2022, if performance criteria have been ~~met, and~~met. The 2019 PSUs vest when the results have been certified by the ~~Compensation Committee. This~~CPCC at the end of the three-year performance cycle, January 29, 2022. For the performance cycle that ended on February 1, 2020, the performance payout threshold was not achieved, so one-third of the grant will not pay out. The remaining two-thirds of this grant has time remaining in its three-year performance cycle. If the performance cycle for the remaining two-thirds of the grant had ended as of the close of fiscal year ~~2018, 50%~~2020, the performance payout threshold would not have been achieved and 0% of the number of ~~performance share units granted~~PSUs outstanding would have been earned.

As required to be disclosed by SEC rules, the number of estimated shares reported for the ~~2017~~remaining two-thirds of this grant is based on achieving the next higher performance measure, which pays out at ~~100%~~50% of the number of units ~~granted,~~outstanding, as shown in the ~~performance share unit~~PSU vesting schedule on page 37.


~~(d)~~	~~Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested~~

(d) EIP Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

The PSUs granted on March 9, 2020 were cancelled on August 18, 2020, as discussed on page 36, and are not reflected in the above table. The amounts reported relate to the outstanding ~~performance share units~~PSUs granted in fiscal year ~~2017. This~~2019. One-third of the PSUs are earned on the last day of the one-year performance cycle, February 1, 2020, if performance criteria have been met, and two-thirds of the units are earned on the last day of the three-year performance cycle, January 29, 2022, if performance criteria have been met. The 2019 PSUs vest when the results have been certified by the CPCC at the end of the three-year performance cycle, January 29, 2022. For the performance cycle that ended on February 1, 2020, the performance payout threshold was not achieved, so one-third of the grant will not pay out. The remaining two-thirds of this grant has time remaining in its three-year performance cycle.

If the performance cycle for ~~this~~the remaining two-thirds of the grant had ended as of the close of fiscal year ~~2018, 50%~~2020, the performance payout threshold would not have been achieved and 0% of the number of ~~performance share units granted~~PSUs outstanding would have been earned.

As required to be disclosed by SEC rules, the payout values for the remaining two-thirds of this grant are reported and are based on achieving the next higher performance measure, which pays out at ~~100%~~50% of the number of units ~~granted.~~outstanding. The value of estimated payouts has been calculated using the closing price of Common Stock on ~~February 1, 2019,~~January 29, 2021, the last market trading day of the fiscal year, of ~~$45.33.~~$35.45. The payout does not include estimated dividend amounts as the Company does not pay dividends on unvested ~~performance share units.~~PSUs.

5049 NORDSTROM, INC. - ~~2019~~2021 Proxy Statement

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Option Exercises and Stock Vested in Fiscal Year ~~2018~~2020

The following table provides information for the ~~Named Executive Officers on:~~

NEOs on the number of shares of Common Stock acquired and value realized from ~~stock option exercises in fiscal year~~ ~~2018~~;PSUs and

~~the number of shares of Common Stock acquired and value realized from performance share units and restricted stock units~~ RSUs that vested with respect to fiscal year ~~2018~~2020.


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting (#)(a)	Value Realized on Vesting ($)(b)

Erik B. Nordstrom	—	—	23,134	627,163
Anne L. Bramman	—	—	28,051	686,080
Peter E. Nordstrom	—	—	23,118	626,729
Kenneth J. Worzel	—	—	30,458	830,397
Edmond Mesrobian	—	—	24,990	405,508

(a) Number of Shares Acquired on Vesting

Option Awards Stock Awards
Name
Number of Shares
Acquired on Exercise
(#)

Value Realized
on Exercise
($)

Number of Shares Acquired on Vesting
(#)(a)

Value Realized on Vesting
($)(b)

Erik B. Nordstrom 169,717
5,646,094
22,718
1,170,494
Anne L. Bramman —
—
6,116
400,537
Peter E. Nordstrom 169,717
5,557,886
21,061
1,083,875
Kenneth J. Worzel 64,818
1,298,088
23,618
1,260,447
Christine F. Deputy —
—
22,412
1,262,623
Blake W. Nordstrom 182,773
6,914,212
21,122
1,087,145


~~(a)~~	~~Number of Shares Acquired on Vesting~~

The numbers reported are the ~~restricted stock units~~RSUs that vested during the fiscal year.

(b) Value Realized on Vesting

The ~~numbers~~amounts reported are the value realized for ~~Erik Nordstrom, Peter Nordstrom and Blake Nordstrom include 3,133, 2,023 and 2,023 shares, respectively, which vested on an accelerated basis in~~ ~~2018~~ solely to satisfy Social Security, Medicare or income tax withholding obligations of retirement-eligible employees with respect to their restricted stock unit awards. The numbers reported for Blake Nordstrom include those restricted stock unitsthe RSUs that vested during the fiscal ~~year, prior to his date of death, January 2, 2019. An additional 86,370 units vested on an accelerated basis upon his date of death.~~


~~(b)~~	~~Value Realized on Vesting~~

The amounts disclosed for Erik Nordstrom, Peter Nordstrom and Blake Nordstrom include the number of shares of Common Stock withheld on vesting of restricted stock units to satisfy tax withholding obligations as described previously, multiplied by $52.99, the closing price of Common Stock on November 27, 2018, the vesting date. The amounts reported for Blake Nordstrom include the value received during the fiscal year, prior to his date of death, January 2, 2019. An additional $4,100,848 was realized from units that vested on an accelerated basis upon his date of death.year.

Pension Benefits

The Company’s original ~~Supplemental Executive Retirement Plan (‘SERP”)~~SERP was introduced in the 1980s. Over the years, the plan design changed to better meet the purpose of encouraging designated executives to stay with Nordstrom throughout their careers and rewarding their significant and sustained contribution to the Company’s success by adding to their financial security upon retirement. ~~The~~Beginning in 2012, the SERP was closed to new ~~entrants, beginning in 2012.~~entrants.

The ~~Named Executive Officers,~~NEOs, except Anne Bramman and ~~Christine Deputy,~~Edmond Mesrobian, who both joined the Company after the SERP had been closed to new entrants, are ~~or were~~ eligible for the SERP. The eligible ~~Named Executive Officers~~NEOs are entitled to receive their full retirement benefit at age 58. Their full benefit is equal to 1.6% multiplied by final average pay, as described in athe following paragraph, and their years of credited service, up to a maximum of 25 years. They may retire early and could receive a reduced benefit if they are between the ages of 53 and 57, inclusive, with at least 10 years of credited service and the Board approves the early retirement. The early retirement benefit is reduced 10% for each year that their retirement age is less than 58. If they retire after age 58, they are entitled to their full retirement benefit, increased with interest of 5% per year, compounded annually, for each full year worked beyond age 58, for a maximum of 10 years. The annual SERP benefit is capped at ~~$700,000.~~$700,000 after any early retirement reductions are applied.

Final average pay is the average base salary and annual performance-based cash bonus of the highest 36 months over the longer of:

•the most recent five years of service; or

•the entire period of service after the executive’s 53rd birthday.

~~NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~ 51

~~Back to Contents~~

The annual SERP benefit is paid upon retirement for the remaining life of the executive with a 50% annuity paid to a surviving spouse or life partner after the executive’s death. A surviving spouse or life partner also receives a 50% survivor benefit if the executive dies before retiring. The amount of this survivor benefit depends on the executive’s age and years of credited service at the time of death. ~~Blake Nordstrom was eligible for his full SERP benefit upon his death on January 2, 2019. His benefit will be paid as a 50% survivor benefit to his surviving spouse.~~

The SERP provides that no benefit will be paid to an executive whose employment is terminated for cause, which includes competitive behavior against the Company, as determined by the ~~Compensation Committee~~CPCC in the exercise of its discretion in accordance with the Plan. The ~~Compensation Committee~~CPCC also has discretion to discontinue payment of benefits under the SERP if the retired executive is found to have engaged in misconduct or in competitive behavior against the Company.

Information about payment of the SERP benefit related to change in control is provided on page 5856 in footnote (b) to the Potential Payments Upon Termination or Change in Control at Fiscal Year-End ~~2018~~2020 table.

Because the SERP is a nonqualified deferred compensation plan, the Company is not obligated to fund it. However, the Company does set aside funds to assist in the payment of future benefit obligations. If the Company were to become insolvent, participants would be unsecured general creditors, and there is no guarantee that funds would be available to pay all creditors in full. See the notes to the financial statements contained within the Company’s 2020Annual Report ~~on Form 10-K for the fiscal year ended February 2, 2019, filed with the SEC,~~ for a discussion of the benefit obligation.

NORDSTROM, INC. - 2021 Proxy Statement 50

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Fiscal Year ~~2018~~2020 Pension Benefits Table

The following table shows the present value of the accumulated SERP benefit payable to each of the ~~Named Executive Officers,~~NEOs, based on the number of years of service credited under the Plan to each ~~Named Executive Officer~~NEO and actuarial assumptions consistent with those used in the Company’s ~~financial statements~~2020 Annual Report to calculate the Company’s obligations under the Plan. See ~~the notes~~Note 7: Postretirement Benefits to the financial statements contained within the Company’s 2020Annual Report ~~on Form 10-K for the fiscal year ended February 2, 2019, filed with the SEC,~~ for a discussion of the benefit obligation and assumptions used.


				Present Value of Accumulated Benefit
Name	Plan Name	Age (a)	Number of Years Credited Service (#)(b)	Full Retirement Benefit ($)(c)	Early Retirement Benefit ($)(d)	Payments During Last Fiscal Year ($)
Erik B. Nordstrom	SERP	57	25	14,288,063	14,933,660	—
Anne L. Bramman	—	—	—	—	—	—
Peter E. Nordstrom	SERP	58	25	15,071,070	—	—
Kenneth J. Worzel	SERP	56	11	5,390,814	4,697,771	—
Edmond Mesrobian	—	—	—	—	—	—

(a) Age

Name Plan Name

Age
(a)

Number of Years Credited Service
(#)(b)

Present Value of Accumulated Benefit
($)(c)

Payments During Last Fiscal Year
($)

Erik B. Nordstrom SERP
55
25
10,576,866
—
Anne L. Bramman —
51
—
—
—
Peter E. Nordstrom SERP
56
25
11,232,918
—
Kenneth J. Worzel SERP
54
9
2,936,884
—
Christine F. Deputy —
53
—
—
—
Blake W. Nordstrom SERP
—
—
—
—


~~(a)~~	~~Age~~

Age is as of ~~February 2, 2019,~~January 30, 2021, the last day of the fiscal year.


~~(b)~~	~~Number of Years Credited Service~~

(b) Number of Years Credited Service

Although Erik Nordstrom and Peter Nordstrom each have ~~39 or~~ more than 25 years of service, the number of years of credited service under the SERP is capped at 25.


~~(c)~~	~~Present Value of Accumulated Benefit~~

The amounts shown are based on the full retirement age of 58. ~~Erik Nordstrom and~~ Peter Nordstrom ~~have~~is the only eligible NEO that has met the minimum full retirement age with at least 10 years of credited service and would be eligible to receive the SERP benefit having the present value as shown in the table above.

(d) Present Value of Accumulated Benefit: Early Retirement Benefit

Erik Nordstrom and Kenneth Worzel have met the minimum early retirement age and would be eligible for early retirement with prior approval from the Board. ~~If the Board approved~~The early retirement present value benefit for Erik Nordstrom ~~and Peter Nordstrom would be entitled to receive a reduced~~is an increase from his full retirement present value benefit because both benefits are limited by the $700,000 annual SERP benefit ~~having present values as of the end of the fiscal year of $8,730,232 and $10,018,456, respectively. These amounts are reported~~cap, which results in the ~~Potential Payments Upon Termination or Change of Control at Fiscal Year-End 2018 table on page 55.~~same annual SERP benefit for his early retirement as for his full retirement.

~~52 NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~

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Nonqualified Deferred Compensation

The Company offers participation in the ~~Nordstrom Deferred Compensation Plan (“NDCP”)~~NDCP to employees, including the ~~Named Executive Officers,~~NEOs, who meet a minimum compensation threshold. Under this Plan, a participant may defer up to 80% of base salary, up to 100% of an annual performance-based bonus and up to 100% of any vested ~~performance share units,~~PSUs, less applicable payroll taxes.

Deferral elections are irrevocable and are made in compliance with Section 409A of the IRC. If a participant’s NDCP deferrals cause a reduction in the Company’s 401(k) match contribution, the Company may deposit a make-up contribution into the participant’s NDCP account. The Company may also ~~provides~~provide a dollar for dollar matching contribution, up to 4% of eligible pay over the 401(k) calendar year compensation limit, on deferrals into the NDCP by eligible ~~participants. The Company may also make~~participants and a discretionary profit-based match up to an additional 2% of eligible pay over the 401(k) calendar year compensation limit. Participants in the Company’s SERP are not eligible for this matching contribution. ~~Christine Deputy is not a participant in~~The discretionary 401(k) match was suspended for the ~~SERP and was eligible for and received a NDCP match for deferrals made in calendar~~2020 plan year ~~2018.~~as discussed on page 38.

Plan participants may direct their cash deferrals to deemed investment alternatives, priced and valued similar to retail mutual funds. As of the end of the fiscal year, the Company offered 18 deemed investment alternatives. In addition, Plan participants are offered a fixed rate option, which was ~~4.4%~~4.31% for calendar ~~year 2018~~years 2020 and ~~is 4.5% for calendar year 2019,~~2021, which is not subsidized by the Company but rather is a rate based on guaranteed contractual returns from a third-party insurance company provider. With the exception of the fixed rate fund, participants may change their investment allocations among these investment alternatives daily. Gains and losses for cash deferrals are credited to participant accounts daily, based on their investment elections. The deemed investment alternatives for cash do not include Common Stock. Vested ~~performance share units~~PSUs that are deferred into the NDCP remain as stock units until distribution.

51 NORDSTROM, INC. - 2021 Proxy Statement

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Fiscal Year ~~2018~~2020 Nonqualified Deferred Compensation Table

The following table discloses information on nonqualified deferred compensation for the ~~Named Executive Officers~~NEOs under the Company’s NDCP for the fiscal year ended ~~February 2, 2019.~~January 30, 2021. The Company’s SERP is also a nonqualified plan. Information regarding benefits payable to ~~Named Executive Officers~~NEOs under the SERP is provided on pages 5150 and ~~52.~~51.


Name	Executive Contributions in Last Fiscal Year ($)(a)	Registrant Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)(b)	Aggregate Withdrawals/Distributions ($)	Aggregate Balance at Last Fiscal Year-End ($)(c)
Erik B. Nordstrom	—	—	—	—	—
Anne L. Bramman	108,183	—	7,813	—	238,673
Peter E. Nordstrom	—	—	—	—	—
Kenneth J. Worzel	49,826	—	46,588	—	853,403
Edmond Mesrobian	39,217	—	53,564	—	189,152

(a) Executive Contributions in Last Fiscal Year

Name
Executive Contributions in Last Fiscal Year
($)(a)

Registrant Contributions in Last Fiscal Year
($)(b)

Aggregate Earnings in Last Fiscal Year
($)(c)

Aggregate Withdrawals/Distributions
($)

Aggregate Balance at Last Fiscal Year-End
($)(d)

Erik B. Nordstrom —
—
—
—
—
Anne L. Bramman 2,695
—
5
—
2,700
Peter E. Nordstrom —
—
—
—
—
Kenneth J. Worzel 23,913
—
(21,675 ) —
669,043
Christine F. Deputy 30,852
43,156
4,674
—
137,300
Blake W. Nordstrom —
—
—
—
—


~~(a)~~	~~Executive Contributions in Last Fiscal Year~~

The amounts reported are the deferrals made during the fiscal year.


~~(b)~~	~~Registrant Contributions in Last Fiscal Year~~

~~The amount reported for Christine Deputy is the Company matching contribution on her deferrals during calendar year 2018 as described above.~~(b) Aggregate Earnings in Last Fiscal Year


~~(c)~~	~~Aggregate Earnings in Last Fiscal Year~~

The amounts include the total interest or other earnings ~~(loss)~~ accrued in fiscal year ~~2018~~2020 on the entire NDCP account balance, including deferred ~~performance share units.~~PSUs.


~~(d)~~	~~Aggregate Balance at Last Fiscal Year-End~~

The amounts shown are the total NDCP balances, including earnings on deferrals, as of ~~February 2, 2019.~~January 30, 2021.

~~NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~ 53

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Potential Payments Upon Termination or Change in Control

The information on the following pages describes and quantifies certain amounts that would become payable under existing compensation plans if the ~~Named Executive Officers’~~NEOs’ employment had terminated on ~~February 2, 2019,~~January 30, 2021, the last day of the fiscal year. The amounts are based on each executive’s compensation and years of service as of that date and, if applicable, based on the closing price of Common Stock on ~~February 1, 2019,~~January 29, 2021, the

last market trading day of the fiscal year, of ~~$45.33.~~$35.45. The estimates are based on all relevant plans effective at the end of the fiscal year and information available at that time. Actual values would reflect specific circumstances at the time of any termination, the plans and provisions effective if and when a termination event occurs and any other applicable factors.



Employment Agreements

The Company does not have employment agreements with any Nordstrom employees, including the ~~Named Executive Officers.~~NEOs. The Company maintains ~~a leadership separation~~an executive severance plan to provide ~~a broad group of leadership employees~~certain NEOs an appropriate level of severance benefits in the event of involuntary separation of service, ~~due to job elimination.~~not for cause. Except as described on the following pages, there are no agreements, arrangements or plans that entitle the ~~Named Executive Officers~~NEOs to enhanced benefits upon termination of their employment.

54 NORDSTROM, INC. - ~~2019~~2021 Proxy Statement 52

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~~Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2018~~


Potential Payments Upon Termination or Change in Control at Fiscal Year-End 2020

The following table shows various termination scenarios and payments that would be triggered under the Company’s compensation plans.


Name and Potential Payment	Death ($)	Disability ($)	Retirement ($)	Termination without Cause ($)	Qualifying Termination Following a Change in Control ($)
Erik B. Nordstrom
Continued or Accelerated Vesting of Equity Awards(a)	4,211,794	4,211,794	2,446,891	2,446,891	7,525,718
Vested SERP Benefit(b)	7,154,525	—	14,933,660	14,933,660	14,933,660
Life Insurance Proceeds(c)	948,125	—	—	—	—
Retiree Health Care Benefit(d)	223,861	474,261	474,261	474,261	474,261
Separation Benefit(e)	—	—	—	—	—
Disability Insurance Benefit(f)	—	35,000	—	—	—
Executive Management Bonus(g)	—	—	—	—	—
Total Value of Incremental Benefits	12,538,305	4,721,055	17,854,812	17,854,812	22,933,639
Anne L. Bramman
Continued or Accelerated Vesting of Equity Awards(a)	4,605,057	4,605,057	—	—	8,735,080
Vested SERP Benefit(b)	—	—	—	—	—
Life Insurance Proceeds(c)	1,000,000	—	—	—	—
Retiree Health Care Benefit(d)	—	—	—	—	—
Separation Benefit(e)	—	—	—	—	—
Disability Insurance Benefit(f)	—	35,000	—	—	—
Executive Management Bonus(g)	—	—	—	—	—
Total Value of Incremental Benefits	5,605,057	4,640,057	—	—	8,735,080
Peter E. Nordstrom
Continued or Accelerated Vesting of Equity Awards(a)	4,211,404	4,211,404	2,446,501	2,446,501	7,525,328
Vested SERP Benefit(b)	7,741,440	15,071,070	15,071,070	15,071,070	15,071,070
Life Insurance Proceeds(c)	948,125	—	—	—	—
Retiree Health Care Benefit(d)	206,127	427,636	427,636	427,636	427,636
Separation Benefit(e)	—	—	—	—	—
Disability Insurance Benefit(f)	—	35,000	—	—	—
Executive Management Bonus(g)	—	—	—	—	—
Total Value of Incremental Benefits	13,107,096	19,745,110	17,945,207	17,945,207	23,024,034
Kenneth J. Worzel
Continued or Accelerated Vesting of Equity Awards(a)	5,616,752	5,616,752	2,607,808	2,607,808	10,995,272
Vested SERP Benefit(b)	2,409,514	—	4,697,771	4,697,771	4,697,771
Life Insurance Proceeds(c)	1,093,750	—	—	—	—
Retiree Health Care Benefit(d)	232,281	496,762	496,762	496,762	496,762
Separation Benefit(e)	—	—	—	1,334,809	—
Disability Insurance Benefit(f)	—	35,000	—	—	—
Executive Management Bonus(g)	—	—	—	—	—
Total Value of Incremental Benefits	9,352,297	6,148,514	7,802,341	9,137,150	16,189,805
Edmond Mesrobian
Continued or Accelerated Vesting of Equity Awards(a)	3,592,174	3,592,174	—	—	7,200,912
Vested SERP Benefit(b)	—	—	—	—	—
Life Insurance Proceeds(c)	968,750	—	—	—	—
Retiree Health Care Benefit(d)	—	—	—	—	—
Separation Benefit(e)	—	—	—	1,554,200	—
Disability Insurance Benefit(f)	—	35,000	—	—	—
Executive Management Bonus(g)	—	—	—	—	—
Total Value of Incremental Benefits	4,560,924	3,627,174	—	1,554,200	7,200,912

Name and Potential Payment
Death
($)

Disability
($)

Retirement
($)

Termination
without Cause
($)

Qualifying Termination
Following a Change in
Control
($)

Erik B. Nordstrom
Continued or Accelerated Vesting of Equity Awards^(a)
4,166,952
4,166,952
3,861,980
3,861,980
4,266,134
Vested SERP Benefit^(b)
4,220,346
—
8,730,232
8,730,232
8,730,232
Life Insurance Proceeds^(c)
948,125
—
—
—
—
Retiree Health Care Benefit^(d)
159,465
362,387
362,387
362,387
362,387
Separation Benefit^(e)
—
—
—
—
—
Disability Insurance Benefit^(f)
—
35,000
—
—
—
Executive Management Bonus^(g)
—
—
—
—
—
Total Value of Incremental Benefits 9,494,888
4,564,339
12,954,599
12,954,599
13,358,753
Anne L. Bramman
Continued or Accelerated Vesting of Equity Awards^(a)
3,853,594
3,853,594
—
—
3,853,594
Vested SERP Benefit^(b)
—
—
—
—
—
Life Insurance Proceeds^(c)
968,750
—
—
—
—
Retiree Health Care Benefit^(d)
—
—
—
—
—
Separation Benefit^(e)
—
—
—
400,564
400,564
Disability Insurance Benefit^(f)
—
35,000
—
—
—
Executive Management Bonus^(g)
—
—
—
—
—
Total Value of Incremental Benefits 4,822,344
3,888,594
—
400,564
4,254,158
Peter E. Nordstrom
Continued or Accelerated Vesting of Equity Awards^(a)
4,164,912
4,164,912
3,859,940
3,859,940
4,264,094
Vested SERP Benefit^(b)
5,090,904
—
10,018,456
10,018,456
10,018,456
Life Insurance Proceeds^(c)
948,125
—
—
—
—
Retiree Health Care Benefit^(d)
150,366
333,284
333,284
333,284
333,284
Separation Benefit^(e)
—
—
—
—
—
Disability Insurance Benefit^(f)
—
35,000
—
—
—
Executive Management Bonus^(g)
—
—
—
—
—
Total Value of Incremental Benefits 10,354,307
4,533,196
14,211,680
14,211,680
14,615,834
Kenneth J. Worzel
Continued or Accelerated Vesting of Equity Awards^(a)
4,701,801
4,701,801
—
—
4,744,049
Vested SERP Benefit^(b)
1,494,790
—
—
—
—
Life Insurance Proceeds^(c)
1,000,000
—
—
—
—
Retiree Health Care Benefit^(d)
—
—
—
—
—
Separation Benefit^(e)
—
—
—
549,455
549,455
Disability Insurance Benefit^(f)
—
35,000
—
—
—
Executive Management Bonus^(g)
—
—
—
—
—
Total Value of Incremental Benefits 7,196,591
4,736,801
—
549,455
5,293,504
Christine F. Deputy
Continued or Accelerated Vesting of Equity Awards^(a)
3,623,921
3,623,921
—
—
3,665,217
Vested SERP Benefit^(b)
—
—
—
—
—
Life Insurance Proceeds^(c)
731,250
—
—
—
—
Retiree Health Care Benefit^(d)
—
—
—
—
—
Separation Benefit^(e)
—
—
—
308,622
308,622
Disability Insurance Benefit^(f)
—
35,000
—
—
—
Executive Management Bonus^(g)
—
—
—
—
—
Total Value of Incremental Benefits 4,355,171
3,658,921
—
308,622
3,973,839

53 NORDSTROM, INC. - ~~2019~~2021 Proxy Statement55

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(a) Continued or Accelerated Vesting of Equity Awards


~~(a)~~	~~Continued~~ ~~or Accelerated Vesting of Equity Awards~~

As of the end of fiscal year ~~2018,~~2020, the ~~Named Executive Officers~~NEOs had outstanding equity awards under our ~~2004~~2010 and ~~2010 Equity Incentive Plans.~~2019 EIPs. Treatment of the awards under various termination scenarios is described below.

Stock Options

Death or Disability

The stock option agreements under the Company’s ~~2004 and~~ 2010 ~~Equity Incentive Plan~~EIP, with the exception of the 2019 stock option agreement, provide that if a participant’s employment is terminated by reason of death or disability, stock options granted more than six months prior to the termination event will immediately vest. The stock option agreements provide that if a participant’s employment is terminated by reason of death or disability, vested stock options may be exercised by the participant or participant’s beneficiary during the period ending four years after termination, provided the 10-year term of the grant has not expired.

The Company’s 2019 and 2020 stock option agreement for annual awards provides that if a participant’s employments is terminated by reason of death or disability, the stock option grants will immediately vest. The 2019 and 2020 annual stock option agreement provides that if a participant’s employment is terminated by reason of death or disability, vested stock options may be exercised by the participant or participant’s beneficiary during the period ending four years after termination, provided the 10-year term of the grant has not expired.

The Company’s 2019 and 2020 stock option agreement for one-time awards provides that if a participant’s employment is terminated by reason of death or disability, a prorated number of the stock options granted will immediately vest based on the number of full months employed. The 2019 and 2020 one-time stock option agreement provides that if a participant’s employment is terminated by reason of death or disability, vested stock options may be exercised by the participant or participant’s beneficiary during the period ending four years after termination, provided the 10-year term of the grant has not expired.

The amounts shown in the table include the unvested values, as of the end of fiscal year ~~2018, of unvested stock options~~2020, that would immediately vest and be exercisable during the ~~period ending~~earlier of four years after ~~termination.~~termination or the 10-year term date of the grant.

If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, ~~of the Company,~~ then the post-separation vesting and exercise rights will cease immediately and all outstanding vested and unvested options and any shares of Common Stock deliveredunder such grants will be automatically forfeited.

Retirement or Termination without Cause

The stock option agreements under the ~~2004~~Company’s 2010 and ~~2010 Equity Incentive Plans~~2019 EIPs for annual awards generally provide that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated by reason of retirement or termination without cause, stock

options granted more than six months prior to termination will continue to vest and may be exercised during the period ending four years after termination, provided the 10-year term of the grant has not expired. Erik Nordstrom, ~~and~~ Peter Nordstrom and Kenneth Worzel qualify for this continued vesting as they have reached the minimum retirement age of 55 with at least 10 years of service. The stock option grant on June 7, 2016, under which Erik Nordstrom and Peter Nordstrom each received options to purchase 10,838 shares, does not provide for this continued vesting upon retirement or termination.

The ~~closing price of Common Stock~~amounts shown in the table include the unvested values, as of the end of ~~the~~ fiscal year ~~2018 was lower than the exercise prices of the unvested stock options~~2020, that would continue to vest and be exercisable during the earlier of four years after termination or the 10-year term date of the grant. ~~Therefore, no amounts are included in the table for Erik Nordstrom and Peter Nordstrom.~~

Qualifying Termination Following a Change in Control

The ~~Named Executive Officers~~NEOs are not entitled to any payment or accelerated benefit upon a change in control with respect to their awards. However, under the 2010 ~~Equity Incentive Plan,~~and 2019 EIPs, a ~~Named Executive Officer~~NEO will generally be entitled to accelerated vesting if the executive experiences 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~~control of the Company, unless the ~~Compensation Committee acts~~CPCC has acted to ~~prevent acceleration~~cause the NEO to receive, on account of the award, cash or other property being paid to shareholders in the change in control transaction, or the award is of a type which would continue in effect notwithstanding the occurrence of the change in control. Generally, a change in control occurs ~~upon:~~upon:

•the merger or consolidation of the Company with or into another entity;

•the sale, transfer or other disposition of all or substantially all the Company’s assets;

•a change in composition of 50% or more of the Board; or

•any transaction as a result of which any person is the “beneficial owner” of securities of the Company representing at least 30% of the total voting power of the Company’s outstanding voting securities.

The amounts shown in the table include the unvested values, as of the end of fiscal year ~~2018, of unvested stock options~~2020, that would immediately vest and be exercisable if the ~~Named Executive Officers~~NEOs experienced a qualifying termination within 12 months following a change in control of the Company and the ~~Committee~~CPCC did not act to ~~prevent acceleration~~cause the NEOs to receive, on account of the ~~awards.~~

~~56 NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~ award, cash or other property being paid to shareholders in the change in control transaction.

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Performance Share Units

Death or Disability

The ~~performance share unit~~2019 PSU award agreement under the 2010 ~~Equity Incentive Plan~~EIP provides that if a participant’s employment is terminated before the end of a performance cycle by reason of death or disability, ~~the participant, or participant’s beneficiary, will be entitled to~~ a prorated ~~payment,~~number of PSUs will immediately vest based on target performance and the ~~period~~number of ~~time the participant worked during the performance cycle, with respect to any performance share units granted more than six~~full months ~~prior to termination that were earned~~employed during the performance cycle.

NORDSTROM, INC. - 2021 Proxy Statement 54

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The ~~2017~~2019 grant has time remaining in its three-year performance cycle. IfOne-third of the PSUs are earned on the last day of the one-year performance cycle, February 1, 2020, if performance criteria have been met, and two-thirds of the units are earned on the last day of the three-year performance cycle, January 29, 2022, if performance criteria have been met. The 2019 PSUs vest when the results have been certified by the CPCC at the end of the three-year performance cycle, January 29, 2022. For the performance cycle ~~for~~that ended on February 1, 2020, the performance payout threshold was not achieved, so one-third of the grant will not pay out. The remaining two-thirds of this grant ~~had ended as of the close of fiscal year 2018, 50% of the number granted would have been earned. Therefore, the~~has time remaining in its three-year performance cycle. The amounts included in the table are based on the remaining outstanding 2019 PSUs and a payout at ~~50%~~100% (target) of the prorated ~~number.~~number based on termination on the last day of the fiscal year.

If, during the term of any outstanding performance cycle, the executive engages in any business competitive with the Company or divulges or improperly uses any of the Company's confidential or proprietary information, ~~of the Company,~~ then all outstanding ~~vested but not settled~~unvested and unsettled PSUs and any ~~unvested portions of the performance share unit awards~~Common Stock delivered on vesting under such grants will be automatically forfeited.

Retirement or Termination without Cause

The ~~performance share unit~~2019 PSU award agreement under the 2010 ~~Equity Incentive Plan~~EIP provides that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated before the end of the performance cycle by reason of retirement or termination without cause, the participant will be entitled to a prorated ~~payment,~~number of PSUs based on the ~~period~~number of ~~time the participant worked~~full months employed during the performance cycle, with respect to any ~~performance share units~~PSUs granted more than six months prior to termination that were earned during the performance cycle. ~~Both~~ Erik Nordstrom, ~~and~~ Peter Nordstrom and Kenneth Worzel qualify for this prorated payment upon retirement as of the end of the fiscal year.

The ~~2017~~2019 grant has time remaining in its three-year performance cycle. One-third of the PSUs are earned on the last day of the one-year performance cycle, February 1, 2020, if performance criteria have been met, and two-thirds of the units are earned on the last day of the three-year performance cycle, January 29, 2022, if performance criteria have been met. The 2019 PSUs vest when the results have been certified by the CPCC at the end of the three-year performance cycle, January 29, 2022. For the performance cycle that ended on February 1, 2020, the performance payout threshold was not achieved, so one-third of the grant will not pay out. The remaining two-thirds of this grant has time remaining in its three-year performance cycle.If the performance cycle for ~~this~~the remaining two-thirds of the grant had ended as of the close of fiscal year ~~2018, 50%~~2020, the performance payout threshold would not have been achieved and 0% of the number ~~granted~~of PSUs outstanding would have been earned. Therefore, no amounts for the ~~amounts included~~PSUs are reported in the ~~table for Erik Nordstrom and Peter Nordstrom are based on a payout at 50% of the prorated number.~~table.

Qualifying Termination Following a Change in Control

The ~~Named Executive Officers~~NEOs are not entitled to any payment or accelerated benefit upon a change in control with respect to their ~~performance share units.~~PSUs. However, a ~~Named Executive Officer~~NEO will generally be entitled to accelerated vesting based on the target number of outstanding PSUs if the actual performance cannot be determined, if the executive experiences 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 of the Company, unless the ~~Compensation Committee acts~~CPCC has acted to ~~prevent acceleration~~cause the NEO to receive, on account of the award, cash or other property being paid to shareholders in the change in control transaction, or the award is of a type which would continue in effect notwithstanding the occurrence of the change in control. See the Change in ~~Control~~Control paragraph under Stock Options on page 5654 for information about when a change in control occurs.

The ~~2017~~2019 grant has time remaining in its three-year performance cycle. One-third of the PSUs are earned on the last day of the one-year performance cycle, February 1, 2020, if performance criteria have been met, and two-thirds of the units are earned on the last day of the three-year performance cycle, January 29, 2022, if performance criteria have been met. The 2019 PSUs vest when the results have been certified by the CPCC at the end of the three-year performance cycle, January 29, 2022. For the performance cycle that ended on February 1, 2020, the performance payout threshold was not achieved, so one-third of the grant will not pay out. The remaining two-thirds of this grant has time remaining in its three-year performance cycle. If the performance cycle for ~~this~~the remaining two-thirds of the grant had ended as of the close of fiscal year ~~2018, 50%~~2020, the performance payout threshold would not have been achieved and 0% of the number ~~granted~~of PSUs outstanding would have been earned. Therefore, no amounts for the ~~amounts included~~PSUs are reported in the ~~table are based on a payout at 50% of the number granted.~~table.

Restricted Stock Units

Death or Disability

The ~~restricted stock unit award~~RSU agreements under the 2010 ~~Equity Incentive Plan~~EIP, with the exception of the 2019 RSU agreement, provide that if a participant’s employment is terminated by reason of death or disability, ~~restricted stock units~~RSUs granted more than six months prior to the termination event will immediately vest.

The Company’s 2019 and 2020 RSU agreement for annual awards provides that if a participant’s employment is terminated by reason of death or disability, RSUs will immediately vest. The 2019 and 2020 RSU agreement for one-time awards provides that if a participant’s employment is terminated by reason of death or disability, a prorated number of RSUs granted will immediately based on the number of full months employed.

The amounts shown in the table include the values, as of the end of fiscal year ~~2018~~2020, of unvested ~~restricted stock units~~RSUs that would immediately vest.

If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, ~~of the Company,~~ then any unvested ~~units~~RSUs and any Common Stock delivered on vesting under such grants will be automatically forfeited.

55 NORDSTROM, INC. - 2021 Proxy Statement

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Retirement or Termination without Cause

The ~~restricted stock unit award~~RSU agreements for annual grants under the 2010 ~~Equity Incentive Plan~~and 2019 EIPs generally provide that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated by reason of retirement or termination without cause, ~~restricted stock units~~RSUs granted more than six months prior to termination will continue to vest. The restricted stock unit grant on June 7, 2016, under which Erik Nordstrom and Peter Nordstrom each were awarded 11,145 units, does not provide for this continued vesting upon retirement or termination.

~~NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~ 57

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The amounts shown in the table for Erik Nordstrom, ~~and~~ Peter Nordstrom and Kenneth Worzel include the values, as of the end of fiscal year ~~2018,~~2020, of unvested ~~restricted stock units~~RSUs that would continue to vest after termination. These executives qualify for this continued vesting as of the end of the fiscal year since they had each reached the minimum retirement age of 55 with at least 10 years of service.

If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, ~~of the Company,~~ then any unvested ~~units~~RSUs and any Common Stock delivered on vesting under such grants will be automatically forfeited.

Qualifying Termination Following a Change in Control

Under the 2010 ~~Equity Incentive Plan,~~and 2019 EIPs, the ~~Named Executive Officers~~NEOs are not entitled to any payment or accelerated benefit upon a change in control with respect to their ~~restricted stock units.~~RSUs. However, a ~~Named Executive Officer~~NEO will generally be entitled to accelerated vesting if the executive experiences a qualifying termination ~~(termination~~(termination by the Company without cause or termination by the executive for good reason) within 12 months following a change in control of the Company, unless the ~~Compensation Committee acts~~CPCC has acted to ~~prevent acceleration~~cause the NEO to receive, on account of the award, cash or other property being paid to shareholders in the change in control transaction, or the award is of a type which would continue in effect notwithstanding the occurrence of the change in control. See the Change in Control paragraph under Stock Options on page 5654 for information about when a change in control occurs.

The amounts shown include the values, as of the end of fiscal year ~~2018~~,2020, of unvested ~~restricted stock units~~RSUs that would vest if the ~~Named Executive Officers~~NEOs experienced a qualifying termination within 12 months following a change in control of the Company and the ~~Committee~~CPCC did not act to ~~prevent acceleration~~cause the NEO to receive, on account of the ~~awards.~~award, cash or other property being paid to shareholders in the change in control transaction.


~~(b)~~	~~Vested SERP Benefit~~

(b) Vested SERP Benefit

The annual SERP benefit is paid upon retirement for the remaining life of the executive with a 50% survivor annuity paid to the surviving spouse or life partner for the remainder of their life after the executive’s death, as described in the Pension Benefits section beginning on page ~~51.~~50.

Death

The amounts shown are the present values of the 50% survivor annuity, payable in ~~semi-monthly~~equal installments on the Company’s regular payroll dates to the spouse or life partner of the executive, ~~assuming the payments would begin on the date on which the executive would have attained minimum retirement age of 53, or the executive’s actual age, if older,~~ and would continue for the remaining lifetime of the spouse or life partner. ~~There~~

Disability

The amount shown for Peter Nordstrom is the present value of his SERP benefit as he has met the minimum age of 58 with at least 10 years of service and would be ~~no immediate~~eligible for his full

retirement benefit under the SERP. The amount shown would be paid in equal installments on the Company’s regular payroll dates, assuming the payment would begin as of the ~~benefit if the date~~last day of ~~death preceded the executive’s earliest retirement age of 53.~~

~~Disability~~

fiscal year 2020. No amounts are shown for Erik Nordstrom or Kenneth Worzel, the other eligible NEOs, as ~~none of~~they have not reached the ~~eligible Named Executive Officers have reached~~ normal retirement age of 58, which is the earliest eligibility for the SERP disability benefit.

Retirement or Termination without Cause

The amount shown for Peter Nordstrom is the present value of his SERP benefit as he has met the minimum age of 58 with at least 10 years of service and would be eligible for his full retirement benefit under the SERP. The amounts shown ~~in the table~~ for Erik Nordstrom and ~~Peter Nordstrom~~Kenneth Worzel are the present values of their SERP benefits ~~reduced~~ for early ~~commencement, payable in semi-monthly installments, assuming the payments would begin~~retirement, as ~~of the last day of fiscal year 2018. These Named Executive Officers~~they have met the minimum early retirement age of 53 with at least 10 years of service and would be eligible for early retirement with prior approval from the Board. ~~If the Board approved early retirement, they~~The amounts payable to Peter Nordstrom, Erik Nordstrom and Kenneth Worzel would be ~~entitled to a reduced SERP benefit,~~paid in equal installments on the Company’s regular payroll dates, assuming the payments would begin as ~~described in~~of the ~~Pension Benefits section on page 51.~~last day of fiscal year 2020.

Qualifying Termination Following a Change in Control

No benefits are paid solely due to a change in control, although a change in control triggers immediate vesting and an obligation for the Company to fully fund accrued benefits through a trust. If an executive was separated from the Company after a change in control, a deferred annuity would be payable upon the executive reaching retirement age. If the separation occurred before the executive’s retirement age of 58, the benefit would be paid as ~~a reduced~~an early retirement benefit at age 53, or the executive’s actual age, if older. In this case, the requirement for Board approval of the early retirement is waived.

The amount shown for Peter Nordstrom is the present value of his SERP benefit as he has met the minimum age of 58 with at least 10 years of service and would be eligible for his full retirement benefit under the SERP. The amounts shown ~~in the table~~ for Erik Nordstrom and ~~Peter Nordstrom~~Kenneth Worzel are the present values of their SERP benefits ~~reduced~~ for early ~~commencement, payable in semi-monthly installments, assuming the payments would begin~~retirement, as ~~of the last day of fiscal year~~ ~~2018. These Named Executive Officers~~they have met the minimum early retirement age of 53 with at least 10 years of service and would be eligible for early retirement. The amounts payable to Peter Nordstrom, Erik Nordstrom and Kenneth Worzel would be paid in equal installments on the Company’s regular payroll dates, assuming the payments would begin as of the last day of fiscal year 2020.

The ~~Compensation Committee~~CPCC has discretion to discontinue payment of benefits under the SERP if the retired executive is found to have engaged in misconduct or in competitive behavior against the Company.

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~~(c)~~	~~Life Insurance Proceeds~~

The Company provides life insurance for the ~~Named Executive Officers~~NEOs of approximately 1.25 times annual base salary.

The amounts reported in the table represent the life insurance proceeds that would be payable if the ~~Named Executive Officers~~NEOs had died as of the last day of the fiscal year. The premiums paid for the Company-provided life insurance are included in column ~~(d)~~(c) in the All Other Compensation in Fiscal Year ~~2018~~2020 table on page 44.

NORDSTROM, INC. - 2021 Proxy Statement 56


~~(d)~~	~~Retiree Health Care Benefit~~

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(d) Retiree Health Care Benefit

The Company provides continued health care coverage for the eligible ~~Named Executive Officers~~NEOs if they separate from the Company after age 55 with at least 10 profit sharing years of service. These benefits include medical, behavioral health/substance abuse, vision, prescription drug and dental coverage. The ~~Named Executive Officers~~NEOs and their spouses or ~~life~~registered domestic partners and eligible dependents would be covered under the retiree health plan, and the executive and the Company would continue to share in the cost of the insurance premium. Coverage and cost sharing would continue for the surviving spouse or ~~life~~registered domestic partner and eligible dependents after the executive’s death. Effective November 1, 2013, the retiree health plan was closed to new entrants.

The amounts in the table for ~~Erik Nordstrom and Peter Nordstrom~~the eligible NEOs are the present values of the health care cost that would be payable by the Company if they had separated on the last day of the fiscal year. Erik Nordstrom, ~~and~~ Peter Nordstrom and Kenneth Worzel have met the minimum retirement age of 55 with at least 10 profit sharing years of service and would be eligible for retirement. Assumptions used in determining these amounts include a discount rate of ~~4.33%~~2.73% and the ~~RP2014~~PRI2012 White Collar, Fully Generational Mortality Table with projection scale ~~MP2018.~~MP2020.

An executive who is terminated for cause, as determined by the Company in the exercise of its discretion in accordance with the Plan, is not eligible to receive the retiree health care benefit.


~~(e)~~	~~Separation Benefit~~

(e) Separation Benefit

Under the ~~Leadership Separation~~Nordstrom, Inc. Executive Severance Plan, ~~Anne Bramman,~~ Kenneth Worzel and ~~Christine Deputy~~Edmond Mesrobian are eligible to receive benefits upon involuntary termination of employment by the Company, ~~due~~not for cause. To be eligible to ~~job elimination.~~ participate in the Plan upon involuntary termination, the eligible 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. Anne Bramman has elected not to participate in the Plan. The benefits for eligible ~~employees are based on leadership level~~ and ~~years of service, and~~participating employees include:

•lump sum cash payment for severance: ~~one month~~18 or 24 months of base salary ~~per year of service, with a minimum of 6 months up to a maximum of 12 months.~~for Executive Officers, depending on their roles. This is reduced by an amount equal to the participant’s gross monthly SERP benefit multiplied by the number of months used to calculate the severance payment, if applicable;

•lump sum cash payment for health coverage: the cost of the Company-paid portion of the employee’s currently elected health coverage for 12 months, unless the employee is eligible for ~~and elects~~ the retiree health care benefit, as described in footnote (d) ~~above;~~, “Retiree Health Care Benefit”; and

•six months of outplacement services.

~~The potential~~Kenneth Worzel’s estimated separation payment shown below is reduced by an amount equal to his estimated gross monthly SERP benefit multiplied by the number of months used to calculate his separation payment. No amount is included for the Company-paid portion of medical benefits as he qualifies for retiree health care benefits. No amount is included for the Company-paid portion of medical benefits for ~~the Named Executive Officers are shown below.~~

Name
Separation
Payment
($)

Company-Paid
Portion of
Medical Benefits
($)

Cost of
Outplacement
Services
($)

Total Separation
Benefit
($)

Erik B. Nordstrom —
—
—
—
Anne L. Bramman 387,500
8,864
4,200
400,564
Peter E. Nordstrom —
—
—
—
Kenneth J. Worzel 533,333
11,922
4,200
549,455
Christine F. Deputy 292,500
11,922
4,200
308,622

~~Under the Leadership Separation Plan, the Company may provide the executive with additional separation benefits, in cash or in kind, to assist the executive~~Edmond Mesrobian as he is not participating in the ~~transition from active employee status.~~ Company’s medical benefit plans.

To be eligible to receive any benefits under the ~~Leadership Separation~~Nordstrom, Inc. Executive Severance Plan, the ~~Named Executive Officer~~NEO must sign a release in which the executive agrees, among other things, not to disclose to anyone at any time any confidential information acquired during employment with the Company, and not to publish any statement, or instigate, assist or participate in the making or publication of any statement which is disparaging or detrimental in any way to the Company, except in each case as required by applicable law.


~~(f)~~	~~Disability Insurance Benefit~~

The potential separation benefits for the NEOs are shown below.


Name	Separation Payment ($)	Company-Paid Portion of Medical Benefits ($)	Cost of Outplacement Services ($)	Total Separation Benefit ($)
Erik B. Nordstrom	—	—	—	—
Anne L. Bramman	—	—	—	—
Peter E. Nordstrom	—	—	—	—
Kenneth J. Worzel	1,330,609	—	4,200	1,334,809
Edmond Mesrobian	1,550,000	—	4,200	1,554,200

(f) Disability Insurance Benefit

The Company provides long-term disability insurance for the ~~Named Executive Officers.~~NEOs. The amount reported in the table for each ~~Named Executive Officer~~NEO is the long-term disability benefit provided of up to $35,000 per month. The premiums for the Company-provided disability insurance are included in column ~~(d)~~(c) in the All Other Compensation in Fiscal Year ~~2018~~2020 table on page ~~44.~~44.

(g) Executive Management Bonus

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~~(g)~~	~~Executive Management Bonus~~

The performance period under the ~~Executive Management Bonus Plan~~EMBP is the fiscal year. Therefore, a termination event that occurred on the last day of the fiscal year would not result in any additional or accelerated benefits under this Plan. However, if an employee died, became disabled or retired (after having met certain age and years of service requirements) during the fiscal year, the ~~Compensation Committee~~CPCC would have the sole discretion to determine what amounts, if any, an executive would remain eligible to receive as a performance-based bonus award. Any bonus award would be prorated to reflect the period of service during the fiscal year.

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Pay Ratio Disclosure

~~In August 2015, the~~

SEC ~~issued final~~ rules ~~implementing the provision of the Dodd-Frank Act~~require that ~~requires~~ U.S. publicly traded companies to disclose the ratio of their Principal Executive Officer’s (“PEO”) compensation to that of their median employee. ~~For this required disclosure,~~Our PEO is our CEO, Erik ~~Nordstrom, Co-President, is considered to be our Principal Executive Officer (“PEO”).~~Nordstrom.

For fiscal year ~~2018:~~2020:

•the annual total compensation of Erik Nordstrom was ~~$4,451,746;~~$5,647,670, which includes PSUs granted then subsequently cancelled as discussed on page 36 with a grant date fair value of $1,592,846; and

•the estimated median of the annual total compensation of all employees of our Company, other than Erik Nordstrom, was ~~$34,454.~~$26,803.

Based on this information, for ~~2018~~2020 the ratio of the annual total compensation of Erik Nordstrom, our ~~Co-President~~Chief Executive Officer and PEO, to the median of the annual compensation of all ~~employees~~employees was ~~129~~211 to 1.

The SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee population and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio that we have reported.

To identify the median employee, we used the total compensation as reported on the ~~2018~~2020 W-2 for all of our U.S. employees, excluding our PEO, and the Canadian equivalent T4 for all of our Canadian employees, who were employed by us on ~~February 2, 2019,~~January 30, 2021, the last day of our fiscal year. We included full-time, part-time, seasonal and temporary employees and did not annualize the compensation for our permanent full-time and part-time employees who were not employed with us for the entire fiscal year. We applied a Canadian to U.S. dollar exchange rate to the compensation elements paid in Canadian currency. Similar to other large retail companies, a significant portion of our workforce is employed on a part-time and seasonal basis. As of the end of fiscal year ~~2018,~~2020, approximately ~~38,000~~29,000 of our ~~67,000~~ 55,000 employees – or ~~57%~~53% of our workforce – were either part-time or seasonal.

After identifying the median employee, we calculated annual total compensation for the median employee using the same methodology we used for determining total compensation for our ~~Named Executive Officers~~NEOs as shown in the ~~2018~~2020 Summary Compensation Table on page 42.

60 NORDSTROM, INC. - ~~2019~~2021 Proxy Statement 58

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PROPOSAL 3			ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

The Board recommends a vote FOR this proposal.

The Company is providing shareholders with an advisory (nonbinding) vote on the compensation program of our ~~Named Executive Officers~~NEOs as disclosed in this Proxy Statement. At the 2017 Annual Meeting of Shareholders, over 95% of the votes cast approved our Board’s recommendation to hold advisory votes on an annual basis.

At the ~~2018~~2020 Annual Meeting of Shareholders, over 90% of the votes cast were supportive of our compensation program. ~~The Compensation Committee recognizes~~In light of this support of the compensation program for our ~~Named Executive Officers and~~NEOs, the CPCC continues to apply the same pay and benefits philosophy which underlies our pay-for-performance philosophy.



Compensation Program Highlights

As described in the ~~Compensation Discussion and Analysis~~CD&A beginning on page 29, our ~~Named Executive Officers~~NEOs are rewarded when defined performance milestones are achieved and when value is created for our shareholders. Our ~~Compensation Committee~~CPCC and Board believe that our compensation program is effective in implementing our executive compensation philosophy and establishing a solid link between compensation and shareholder interests. Highlights of our compensation program include the following:

•We deliver the majority of compensation through a pay-for-performance framework where incentives are based on achieving results. ~~At least~~ Approximately 70% of the value of the targeted compensation package for each of our ~~Named Executive Officers~~NEOs is weighted toward pay-for-performance and variable compensation to reinforce our philosophy of compensating our executives when they and the Company are successful in ways that support shareholder interests.

•Each year, the ~~Compensation Committee~~CPCC establishes the performance-based bonus measures that focus executives on the most important Company objectives. In ~~2018~~2020, ~~Named Executive Officers~~NEOs had the following measures:

–

~~Incentive Adjusted Return on Invested Capital (“Incentive Adjusted ROIC”)~~

–Incentive Adjusted ROIC to ensure our overall performance aligns directly with shareholder returns over the long term. The measure is expressed as a threshold that must be met before any payout can be made on Incentive EBIT results to ensure our executives are rewarded only after earnings generate meaningful returns for our shareholders;

–

~~Incentive Earnings Before Interest and Income Tax Expense (“Incentive EBIT”)~~ to emphasize the importance of earnings and its role in driving shareholder value. Erik Nordstrom, Peter Nordstrom and Blake Nordstrom each had this performance measure weighed at 100%, subject to the achievement of the Incentive Adjusted ROIC threshold. Anne Bramman, Kenneth Worzel and Christine Deputy each had this performance measure weighed at 67%, again subject to the achievement of the Incentive Adjusted ROIC threshold~~; and~~


–	~~Individual Measure~~ to enable differentiation in bonus payout opportunity based on individual contributions and execution against goals. This measure was added for fiscal year 2018 for Anne Bramman, Kenneth Worzel and Christine Deputy. The individual bonus measure accounted for 33% of the total bonus opportunity for these Named Executive Officers.

The ~~Committee references~~measure is expressed as a threshold that must be met before any payout can be made on Incentive Adjusted EBIT results to ensure our executives are rewarded only after earnings generate meaningful returns for our shareholders;

•While the CPCC considers the 50th percentile (median) of our ~~retail~~ peer group ~~when assessing the Named Executive Officers’ targeted level~~as a reference, there is no specific percentage of target total direct compensation ~~(base salary + performance-based bonus + long-term incentives). The market information is considered a reference point rather~~targeted by the CPCC other than ~~policy~~to remain generally competitive with similarly situated peer companies. Target opportunities for ~~reviewing competitiveness.~~individual pay elements vary by executive role based on scope of responsibilities and expected contributions.

•We maintain meaningful executive stock ownership guidelines so that our executives’ interests, as shareholders, are aligned with our broader shareholder base.

•We have an executive compensation clawback policy that applies to performance-based compensation.

~~Our Compensation Committee~~•The CPCC has retained and directs an independent compensation consultant.

•We do not have employment agreements with our executives.

•We do not provide tax gross-ups, except those related to relocation expenses when an executive must move to assume Company responsibilities.

•We do not allow stock option grant repricing or backdating, nor do we grant options below 100% of fair market value.

•We have a derivative and hedging policy that prohibits Directors and Executive Officers (as well as other key insiders and their immediate families) from engaging in hedging transactions with respect to any equity securities of the Company held by them.

•We have restrictions on pledging of Common Stock.

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Shortly after the PSU grant was made on March 9, 2020, the Company temporarily closed stores in response to the growing COVID-19 pandemic, which meaningfully disrupted sales and operations. There was also significant uncertainty and disruption to our inventory flow, merchandising, and supply chain. Accordingly, the CPCC determined that the financial and market share goals established in February of 2020 for the PSU grant were no longer relevant or functional, and determined not to revise the goals for the 2020 PSUs. Accordingly, each of the NEOs agreed to the cancellation of their PSU award on August 18, 2020, as disclosed in the Form 8-K filed August 20, 2020. As required, the grant date fair values of the PSU grants are included in the Summary Compensation Table, on page 42. On August 18, 2020, the CPCC determined to award stock option grants in light of continued economic uncertainty, along with a desire to

incentivize executives towards optimal shareholder outcomes and recognize the executives’ critical roles in supporting the Company’s key strategies and long-term success to each of the NEOs, effective August 27, 2020, the first open trading window date after CPCC approval. Stock options reward executives for the creation of long-term shareholder value, thereby aligning the executives’ interests with those of our Company’s shareholders. Erik Nordstrom and Peter Nordstrom each received an option to purchase 245,829 shares, and Anne Bramman, Kenneth Worzel and Edmond Mesrobian received an option to purchase 281,657, 366,540 and 212,207 shares, respectively. The stock options granted on August 27, 2020 have a grant price of $14.79, the closing stock price on August 27, 2020 and vest in full on September 10, 2022.



Shareholder Support

We are asking our shareholders to indicate their support for our ~~Named Executive Officers’~~NEOs’ compensation as described in this Proxy Statement.

This proposal gives our shareholders the opportunity to express their views on the compensation of our ~~Named Executive Officers.~~NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our ~~Named Executive Officers~~NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the ~~2019~~2021 Annual Meeting: “RESOLVED, that the Company’s shareholders

approve, on an advisory basis, the compensation of the Company’s ~~Named Executive Officers,~~NEOs, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure in this Proxy Statement.”

Our Board has adopted a policy of annual executive compensation advisory votes. As an advisory vote, this proposal is not binding on the Company. However, our ~~Compensation Committee~~CPCC and Board value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions regarding the Company’s ~~Named Executive Officers.~~NEOs.

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~~EQUITY COMPENSATION PLANS~~Restricted Stock Units

Death or Disability

The ~~following~~RSU agreements under the 2010 EIP, with the exception of the 2019 RSU agreement, provide that if a participant’s employment is terminated by reason of death or disability, RSUs granted more than six months prior to the termination event will immediately vest.

The amounts shown in the table ~~provides~~include the values, as of the end of fiscal year 2020, of unvested RSUs that would immediately vest.

If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, then any unvested RSUs and any Common Stock delivered on vesting under such grants will be automatically forfeited.

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Retirement or Termination without Cause

The RSU agreements for annual grants under the 2010 and 2019 EIPs generally provide that if a participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated by reason of retirement or termination without cause, RSUs granted more than six months prior to termination will continue to vest.

The amounts shown in the table for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel include the values, as of the end of fiscal year 2020, of unvested RSUs that would continue to vest after termination. These executives qualify for this continued vesting as of the end of the fiscal year ~~ended February 2, 2019 about Common Stock that may be issued upon~~since they had each reached the ~~exercise~~minimum retirement age of ~~options and rights that have been~~55 with at least 10 years of service.

If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or ~~may be granted to employees and members of the Board under all~~divulges or improperly uses any of the Company’s ~~existing equity compensation plans.~~confidential or proprietary information, then any unvested RSUs and any Common Stock delivered on vesting under such grants will be automatically forfeited.

Qualifying Termination Following a Change in Control

Under the 2010 and 2019 EIPs, the NEOs are not entitled to any payment or accelerated benefit upon a change in control with respect to their RSUs. However, a NEO will generally be entitled to accelerated vesting if the executive experiences 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 of the Company, unless the CPCC has acted to cause the NEO to receive, on account of the award, cash or other property being paid to shareholders in the change in control transaction, or the award is of a type which would continue in effect notwithstanding the occurrence of the change in control. See the Change in Control paragraph under Stock Options on page 54 for information about when a change in control occurs.

The amounts shown include the values, as of the end of fiscal year 2020, of unvested RSUs that would vest if the NEOs experienced a qualifying termination within 12 months following a change in control of the Company and the CPCC did not act to cause the NEO to receive, on account of the award, cash or other property being paid to shareholders in the change in control transaction.

(b) Vested SERP Benefit

Death

The amounts shown are the present values of the 50% survivor annuity, payable in equal installments on the Company’s regular payroll dates to the spouse or life partner of the executive, and would continue for the remaining lifetime of the spouse or life partner.

Disability

The amount shown for Peter Nordstrom is the present value of his SERP benefit as he has met the minimum age of 58 with at least 10 years of service and would be eligible for his full

retirement benefit under the SERP. The amount shown would be paid in equal installments on the Company’s regular payroll dates, assuming the payment would begin as of the last day of fiscal year 2020. No amounts are shown for Erik Nordstrom or Kenneth Worzel, the other eligible NEOs, as they have not reached the normal retirement age of 58, which is the earliest eligibility for the SERP disability benefit.

Retirement or Termination without Cause

Qualifying Termination Following a Change in Control

No benefits are paid solely due to a change in control, although a change in control triggers immediate vesting and an obligation for the Company to fully fund accrued benefits through a trust. If an executive was separated from the Company after a change in control, a deferred annuity would be payable upon the executive reaching retirement age. If the separation occurred before the executive’s retirement age of 58, the benefit would be paid as an early retirement benefit at age 53, or the executive’s actual age, if older. In this case, the requirement for Board approval of the early retirement is waived.

The CPCC has discretion to discontinue payment of benefits under the SERP if the retired executive is found to have engaged in misconduct or in competitive behavior against the Company.

The Company provides life insurance for the NEOs of approximately 1.25 times annual base salary. The amounts reported in the table represent the life insurance proceeds that would be payable if the NEOs had died as of the last day of the fiscal year. The premiums paid for the Company-provided life insurance are included in column (c) in the All Other Compensation in Fiscal Year 2020 table on page 44.

Plan Category
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
(1) (#)

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
(2) ($)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities to be issued as reflected in column (1))
(3) (#)

Equity compensation plans approved by the Company’s shareholders ^(a)
12,581,984
^(b)
53
14,615,907
^(c)
Equity compensation plans not approved by the Company’s shareholders ^(d)
8,092
5
—

TOTAL 12,590,076
53
14,615,907


~~(a)~~	Consist of the 2004 and 2010 Equity Incentive Plans, the Employee Stock Purchase Plan and the 2002 Nonemployee Director Stock Incentive Plan. Performance share units and restricted stock units do not have an exercise price and therefore have been excluded from the weighted average exercise price calculation in column (2).


~~(b)~~	~~Includes 43,910 of deferred Director awards and 110,631 related to deferred performance share units.~~


~~(c)~~	~~Includes 12,541,502 shares from the 2010 Equity Incentive Plan, 1,814,978 shares from the Employee Stock Purchase Plan and 259,427 shares from the 2002 Nonemployee Director Stock Incentive Plan.~~


~~(d)~~	~~Consist of plans created in connection with our subsidiaries.~~

NORDSTROM, INC. - ~~2019~~2021 Proxy Statement 6356

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(d) Retiree Health Care Benefit

The Company provides continued health care coverage for the eligible NEOs if they separate from the Company after age 55 with at least 10 profit sharing years of service. These benefits include medical, behavioral health/substance abuse, vision, prescription drug and dental coverage. The NEOs and their spouses or registered domestic partners and eligible dependents would be covered under the retiree health plan, and the executive and the Company would continue to share in the cost of the insurance premium. Coverage and cost sharing would continue for the surviving spouse or registered domestic partner and eligible dependents after the executive’s death. Effective November 1, 2013, the retiree health plan was closed to new entrants.

The amounts in the table for the eligible NEOs are the present values of the health care cost that would be payable by the Company if they had separated on the last day of the fiscal year. Erik Nordstrom, Peter Nordstrom and Kenneth Worzel have met the minimum retirement age of 55 with at least 10 profit sharing years of service and would be eligible for retirement. Assumptions used in determining these amounts include a discount rate of 2.73% and the PRI2012 White Collar, Fully Generational Mortality Table with projection scale MP2020.

An executive who is terminated for cause, as determined by the Company in the exercise of its discretion in accordance with the Plan, is not eligible to receive the retiree health care benefit.

(e) Separation Benefit

Under the Nordstrom, Inc. Executive Severance Plan, Kenneth Worzel and Edmond Mesrobian are eligible to receive benefits upon involuntary termination of employment by the Company, not for cause. To be eligible to participate in the Plan upon involuntary termination, the eligible NEO must have signed a non-competition and non-solicitation agreement.

Erik Nordstrom and Peter Nordstrom are not eligible under the Plan. Anne Bramman has elected not to participate in the Plan. The benefits for eligible and participating employees include:

•lump sum cash payment for severance: 18 or 24 months of base salary for Executive Officers, depending on their roles. This is reduced by an amount equal to the participant’s gross monthly SERP benefit multiplied by the number of months used to calculate the severance payment, if applicable;

•lump sum cash payment for health coverage: the cost of the Company-paid portion of the employee’s currently elected health coverage for 12 months, unless the employee is eligible for the retiree health care benefit, as described in footnote (d), “Retiree Health Care Benefit”; and

•six months of outplacement services.

Kenneth Worzel’s estimated separation payment shown below is reduced by an amount equal to his estimated gross monthly SERP benefit multiplied by the number of months used to calculate his separation payment. No amount is included for the Company-paid portion of medical benefits as he qualifies for retiree health care benefits. No amount is included for the Company-paid portion of medical benefits for Edmond Mesrobian as he is not participating in the Company’s medical benefit plans.

To be eligible to receive any benefits under the Nordstrom, Inc. Executive Severance Plan, the NEO must sign a release in which the executive agrees, among other things, not to disclose to anyone at any time any confidential information acquired during employment with the Company, and not to publish any statement, or instigate, assist or participate in the making or publication of any statement which is disparaging or detrimental in any way to the Company, except in each case as required by applicable law.

The potential separation benefits for the NEOs are shown below.


Name	Separation Payment ($)	Company-Paid Portion of Medical Benefits ($)	Cost of Outplacement Services ($)	Total Separation Benefit ($)
Erik B. Nordstrom	—	—	—	—
Anne L. Bramman	—	—	—	—
Peter E. Nordstrom	—	—	—	—
Kenneth J. Worzel	1,330,609	—	4,200	1,334,809
Edmond Mesrobian	1,550,000	—	4,200	1,554,200

(f) Disability Insurance Benefit

The Company provides long-term disability insurance for the NEOs. The amount reported in the table for each NEO is the long-term disability benefit provided of up to $35,000 per month. The premiums for the Company-provided disability insurance are included in column (c) in the All Other Compensation in Fiscal Year 2020 table on page 44.

(g) Executive Management Bonus

The performance period under the EMBP is the fiscal year. Therefore, a termination event that occurred on the last day of the fiscal year would not result in any additional or accelerated benefits under this Plan. However, if an employee died, became disabled or retired (after having met certain age and years of service requirements) during the fiscal year, the CPCC would have the sole discretion to determine what amounts, if any, an executive would remain eligible to receive as a performance-based bonus award. Any bonus award would be prorated to reflect the period of service during the fiscal year.

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Pay Ratio Disclosure

SEC rules require that U.S. publicly traded companies disclose the ratio of their Principal Executive Officer’s (“PEO”) compensation to that of their median employee. Our PEO is our CEO, Erik Nordstrom.

For fiscal year 2020:

•the annual total compensation of Erik Nordstrom was $5,647,670, which includes PSUs granted then subsequently cancelled as discussed on page 36 with a grant date fair value of $1,592,846; and

•the estimated median of the annual total compensation of all employees of our Company, other than Erik Nordstrom, was $26,803.

Based on this information, for 2020 the ratio of the annual total compensation of Erik Nordstrom, our Chief Executive Officer and PEO, to the median of the annual compensation of all employees was 211 to 1.

To identify the median employee, we used the total compensation as reported on the 2020 W-2 for all of our U.S. employees, excluding our PEO, and the Canadian equivalent T4 for all of our Canadian employees, who were employed by us on January 30, 2021, the last day of our fiscal year. We included full-time, part-time, seasonal and temporary employees and did not annualize the compensation for our permanent full-time and part-time employees who were not employed with us for the entire fiscal year. We applied a Canadian to U.S. dollar exchange rate to the compensation elements paid in Canadian currency. Similar to other large retail companies, a significant portion of our workforce is employed on a part-time and seasonal basis. As of the end of fiscal year 2020, approximately 29,000 of our 55,000 employees – or 53% of our workforce – were either part-time or seasonal.

After identifying the median employee, we calculated annual total compensation for the median employee using the same methodology we used for determining total compensation for our NEOs as shown in the 2020 Summary Compensation Table on page 42.

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PROPOSAL 43			~~APPROVAL OF THE NORDSTROM, INC. 2019 EQUITY INCENTIVE PLAN~~ ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

The Board recommends a vote FOR this proposal.

The Company is providing shareholders with an advisory (nonbinding) vote on the compensation program of our NEOs as disclosed in this Proxy Statement. At the 2017 Annual Meeting of Shareholders, over 95% of the votes cast approved our Board’s recommendation to hold advisory votes on an annual basis.

At the 2020 Annual Meeting of Shareholders, over 90% of the votes cast were supportive of our compensation program. In light of this support of the compensation program for our NEOs, the CPCC continues to apply the same pay and benefits philosophy which underlies our pay-for-performance philosophy.


Compensation Program Highlights

As described in the CD&A beginning on page 29, our NEOs are ~~being asked~~rewarded when defined performance milestones are achieved and when value is created for our shareholders. Our CPCC and Board believe that our compensation program is effective in implementing our executive compensation philosophy and establishing a solid link between compensation and shareholder interests. Highlights of our compensation program include the following:

•We deliver the majority of compensation through a pay-for-performance framework where incentives are based on achieving results. Approximately 70% of the value of the targeted compensation package for each of our NEOs is weighted toward pay-for-performance and variable compensation to reinforce our philosophy of compensating our executives when they and the Company are successful in ways that support shareholder interests.

•Each year, the CPCC establishes the performance-based bonus measures that focus executives on the most important Company objectives. In 2020, NEOs had the following measures:

•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.

•We maintain meaningful executive stock ownership guidelines so that our executives’ interests, as shareholders, are aligned with our broader shareholder base.

•We have an executive compensation clawback policy that applies to performance-based compensation.

•The CPCC has retained and directs an independent compensation consultant.

•We do not have employment agreements with our executives.

•We do not provide tax gross-ups, except those related to relocation expenses when an executive must move to assume Company responsibilities.

•We do not allow stock option grant repricing or backdating, nor do we grant options below 100% of fair market value.

•We have restrictions on pledging of Common Stock.

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Shareholder Support

We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this Proxy Statement.

This proposal gives our shareholders the opportunity to express their views on the compensation of our NEOs. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the 2021 Annual Meeting: “RESOLVED, that the Company’s shareholders

approve, on ~~a proposal to approve~~an advisory basis, the ~~adoption~~compensation of the Nordstrom, Inc. 2019 Equity Incentive Plan (the “2019 Plan”). The 2019 Plan is intended to be a successor to the existing 2010 plan (the “2010 Equity Incentive Plan”) for employees, which expires in 2020, and the existing 2002 Nonemployee Director Stock Incentive Plan for directors (“2002 Director Plan” and together with the 2010 Equity Incentive Plan, “Prior Plans”). If the 2019 Plan is approved by the shareholders, no future grants will be made under the Prior Plans.

The Company has granted equity awards to its employees and directors under Nordstrom equity compensation plans since 1977. All of these plans, with the exception of the Prior Plans, have expired. The Company wishes to replace the Prior Plans to ensure that the Company has sufficient shares available to continue its long-held approach to pay for performance through granting equity to its employees and nonemployee directors, and to incorporate terms for future grants that reflect current best practices in executive compensation. The Company’s ~~pay for performance philosophy is described~~NEOs, as disclosed in the Compensation Discussion and Analysis, ~~beginning~~the compensation tables and the related narrative disclosure in this Proxy Statement.”

Our Board has adopted a policy of annual executive compensation advisory votes. As an advisory vote, this proposal is not binding on ~~page 29.~~

~~The 2019 Plan was approved by~~ the Company. However, our CPCC and Board ~~on February 27, 2019~~value the opinions of our shareholders and will ~~become effective upon its adoption by~~consider the ~~shareholders.~~

~~The terms~~outcome of the ~~2019 Plan will:~~

~~reserve for issuance by the Company 9,500,000 shares;~~

require each share issued as part of a full-value award, such as a grant of unrestricted shares, restricted shares, restricted stock units or performance share units, and dividend equivalents to count as 1.6 shares for purposes of determining shares remaining available for grant. Under the 2010 Equity Incentive Plan, full-value awards were counted as 1.6 shares, while under the 2002 Director Plan such awards were counted as 1 share;

prohibit liberal share recycling as shares not issued as a result of the net settlement of an outstanding stock appreciation right or stock option; shares used to pay the exercise price or withholding taxes related to an outstanding award; or shares repurchased on the open market with the proceeds of a stock option exercise price will not be returned to the 2019 Plan;

provide for “double trigger” rather than “single trigger” accelerated vesting, meaning awards will be accelerated as the result of a change in control where the participant’s employment is involuntarily terminated or the participant terminates for “good reason” within 12 months following a change of control and with respect to performance-based awards allow for acceleration of vesting at target if actual performance cannot be determined upon a qualifying termination;

establish one year as the minimum period for vesting of all awards, provided that the Compensation Committee (“Committee”) may grant awards that vest in less than one year if the total number of such shares does not exceed 5% of the available shares authorized for issuance under the 2019 Plan. Under the 2010 Equity Incentive Plan, this 5% limit applied only to grants of Unrestricted Shares;

prohibit the issuance of dividends or dividend equivalents on stock options and stock appreciation rights and prohibit delivery of dividends or dividend equivalents on all other types of awards unless such awards are earned and vested;

~~subject all awards to~~vote when making future compensation decisions regarding the Company’s ~~clawback policy as described on page 40; and~~NEOs.

~~prohibit the transfer of awards, except in the context of death or otherwise required by law, or as approved by the Committee.~~

~~Shares Available under Plans~~

~~We currently have shares available for grant under two existing equity incentive plans:~~

~~2002 Nonemployee Director Stock Incentive Plan~~ with 257,883 shares available as of our record date, March 15, 2019. Once the 2019 Plan is approved by the shareholders, the 2002 Director Plan will be terminated, and therefore no additional shares will be granted from it.

~~2010 Equity Incentive Plan~~ with 9,103,009 shares available as of March 15, 2019. Once the 2019 Plan is approved by the shareholders, the 2010 Equity Incentive Plan will be terminated, and therefore no additional shares will be granted from it.

~~2019 Equity Incentive Plan~~ Upon approval by the shareholders, the 2019 Plan will have 9,500,000 shares available for grant, plus the additional shares that may become available if outstanding awards are forfeited under the 2010 Equity Incentive Plan and the expired 2004 Equity Incentive Plan.

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The following table shows information regarding outstanding options and full-value awards as of March 15, 2019 under the Company’s 2002 Nonemployee Director Stock Incentive Plan, 2004 Equity Incentive Plan and the 2010 Equity Incentive Plan.

Outstanding Options
(#)

Weighted Average Exercise Price
($)

Weighted Average Remaining Years of Contractual Life
(#)

Unvested Full Value Awards
(#)
9,245,495
52.34
4.93
4,606,812*


*	Includes restricted stock units and performance share units granted at maximum. Each outstanding full value award reduces the shares available for grant under the 2010 Equity Incentive Plan by 1.6 shares.

~~Summary of 2019 Plan Terms~~

The following is a summary of the 2019 Plan, a complete copy of which has been filed with the Securities and Exchange Commission as Appendix B to this Proxy Statement and is also available on the SEC’s website at ~~www.sec.gov. This summary is qualified in its entirety by the actual terms of the 2019 Plan, which are incorporated herein by this reference.~~

~~Participants~~

~~Eligible participants include the Company’s and its subsidiaries’:~~

~~employees; and~~

~~nonemployee directors~~

The 2019 Plan is broad enough to cover all of the Company’s and its subsidiaries’ approximately 67,000 full- or part-time employees and nonemployee directors. The Company currently grants equity to approximately 650 eligible employees, approximately 480 of our highest-performing sales people and its nonemployee directors.

~~Purpose~~

~~The purpose of the 2019 Plan is to promote the long-term success of the Company and its subsidiaries and the creation of shareholder value by:~~

~~motivating participants to focus on the Company’s critical long-range objectives;~~

~~encouraging the attraction and retention of employees and nonemployee directors; and~~

~~aligning participant and shareholder interests through stock ownership.~~

~~Administration~~

The Committee will administer the 2019 Plan, except that it may also appoint a secondary Board committee or one or more senior executive officers to administer the 2019 Plan with respect to employees who are not considered executive officers under Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Committee may delegate certain day-to-day administrative duties under the 2019 Plan to the Company’s Compensation department (or similar department).

~~Awards~~

~~The types of awards that may be made under the 2019 Plan are:~~

~~options to purchase shares of Common Stock;~~

~~stock appreciation rights;~~

~~unrestricted shares of Common Stock;~~

~~restricted shares of Common Stock;~~

~~restricted stock units; and~~

~~performance share units.~~

~~Share Limits and Vesting Requirements~~

The limit on the number of shares of Common Stock that may be delivered under the Plan through the issuance of any type of award may not exceed (i) 9,500,000 plus (ii) any shares currently underlying awards outstanding under the 2010 Equity Incentive Plan and 2004 Equity Incentive Plan but which are forfeited or which expire without exercise during the term of the 2019 Plan.

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The maximum number of shares that will be available for grant under the 2019 Plan is subject to reduction by 1.6 shares for each share that is delivered in settlement of an award of unrestricted shares, restricted shares, restricted stock units, performance share units, dividends and dividend equivalents. When a share is delivered in settlement of one of the foregoing types of awards, the maximum is reduced by 1.6 shares and when a share is delivered in settlement of an option or a stock appreciation right, the maximum is reduced by one share.

All awards granted under the Plan shall vest no earlier than the first anniversary of the date of grant provided that up to 5% of the authorized shares under the Plan (including all unrestricted shares of Common Stock) may be granted without this limit.

~~The 2019 Plan sets forth limits on the number of shares of Common Stock that may be granted pursuant to an award to any participant in a single fiscal year, as follows. No participant may receive:~~

~~options to purchase more than 500,000 shares of Common Stock;~~

~~more than 500,000 stock appreciation rights;~~

~~more than 100,000 unrestricted shares of Common Stock;~~

~~more than 500,000 restricted shares of Common Stock;~~

~~more than 500,000 restricted stock units; or~~

~~more than 500,000 performance share units.~~

~~Options~~

Options may be incentive stock options that qualify for favorable tax treatment for the optionee under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) or nonqualified stock options not designed to qualify for favorable tax treatment. Incentive stock options may only be granted to employees. Each option agreement will specify the type of option and the date or event when all or any installment of the option is to become exercisable. The Company has historically granted nonqualified options with a four-year vesting period. The option agreement will also specify the term of the option, provided, however, that the term of an option will in no event exceed 10 years from the date of grant. An option agreement may provide for accelerated exercisability in the event of the optionee’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the optionee’s service.

~~The exercise price of an option may not be less than 100% of the fair market value of Common Stock on the date of grant. Options may not be repriced.~~

~~At the Committee’s discretion, the exercise price of an option may be paid with:~~

~~cash;~~

~~cash equivalents;~~

~~the delivery of outstanding shares of Common Stock;~~

~~the cashless exercise method through a broker;~~

~~a net exercise method through a broker; or~~

~~a combination of these methods.~~

~~No dividend or dividend equivalent rights shall accrue or be paid with respect to options.~~

~~Stock Appreciation Rights~~

Stock appreciation rights may be granted with such terms and conditions as may be determined by the Committee provided, however, that the term of a stock appreciation right may not exceed 10 years from the date of grant. Each grant will be evidenced by a stock appreciation rights agreement, which will specify the number of shares of Common Stock to which the right pertains. The agreement will also specify the exercise price, the date when all or any installment is to become exercisable and the term of the stock appreciation right. The agreement may provide for accelerated exercisability in the event of the optionee’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the optionee’s service. Stock appreciation rights may be awarded in combination with options, and such an award may provide that the stock appreciation rights will not be exercisable unless the related options are forfeited.

~~At the Committee’s discretion, upon exercise of a stock appreciation right, the participant (or person having the right to exercise the right after his or her death) will receive:~~

~~cash;~~

~~shares of Common Stock; or~~

~~any combination of both.~~

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~~The exercise price of a stock appreciation right may not be less than 100% of the fair market value of Common Stock on the date of grant. Stock appreciation rights may not be repriced.~~

~~No dividend or dividend equivalent rights shall accrue or be paid with respect to stock appreciation rights.~~

~~Unrestricted Shares~~

Shares not subject to vesting may be awarded for such consideration, consisting of any tangible or intangible property or benefit to the Company, including services performed and contracts for services, as the Committee may determine.

~~Restricted Shares~~

Restricted shares may be granted with such terms and conditions as the Committee may determine. These restricted shares may be awarded for such consideration, consisting of any tangible or intangible property or benefit to the Company, including services performed and contracts for services, as the Committee may determine.

Each award of restricted shares will be subject to vesting. Vesting will occur, in full or in installments, upon satisfaction of the conditions specified in the restricted share agreement. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company equal or exceed a target determined in advance by the Committee. A restricted share agreement may provide for accelerated vesting in the event of the recipient’s death, disability or retirement and may provide for expiration prior to the end of its term in the event of the termination of the recipient’s service.

The holders of restricted shares will have the voting, dividend and other rights as set forth in their restricted share agreement, and may have the same voting, dividend or other rights as the Company’s other shareholders provided that any dividends accrued on restricted shares shall be held in escrow by the Company and shall only be paid if and when restricted shares vest, in cash or in shares of unrestricted Common Stock having a fair market value equal to the amount of such dividends. Common Stock distributed to the holder of restricted shares on account of a stock split or stock dividend will be subject to restrictions and risk of forfeiture to the same extent as the restricted shares with respect to which such Common Stock has been distributed.

Restricted Stock Units

Death or Disability

~~Restricted stock units may be granted~~The RSU agreements under the 2010 EIP, with ~~such terms and conditions as~~ the ~~Committee may determine. Each award of restricted stock units will be subject to vesting. Vesting will occur, in full or in installments, upon satisfaction~~exception of the ~~conditions specified~~2019 RSU agreement, provide that if a participant’s employment is terminated by reason of death or disability, RSUs granted more than six months prior to the termination event will immediately vest.

The amounts shown in the ~~restricted stock unit agreement. The Committee may~~table include ~~among such conditions~~ the ~~requirement~~values, as of the end of fiscal year 2020, of unvested RSUs that would immediately vest.

If, during the ~~performance~~term of any outstanding grant, the executive engages in any business competitive with the Company or ~~a business unit~~divulges or improperly uses any of the ~~Company exceed~~Company’s confidential or proprietary information, then any unvested RSUs and any Common Stock delivered on vesting under such grants will be automatically forfeited.

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Retirement or Termination without Cause

The RSU agreements for annual grants under the 2010 and 2019 EIPs generally provide that if a ~~target determined in advance~~participant satisfies a minimum age and years of service requirement and the participant’s employment is terminated by ~~the Committee. A restricted stock unit agreement may provide for accelerated vesting~~reason of retirement or termination without cause, RSUs granted more than six months prior to termination will continue to vest.

The amounts shown in the ~~event~~table for Erik Nordstrom, Peter Nordstrom and Kenneth Worzel include the values, as of ~~the recipient’s death, disability or retirement and may provide for expiration prior to~~ the end of ~~its term in the event~~fiscal year 2020, of ~~the termination of the recipient’s service.~~

The holders of restricted stock units will not have voting or dividend rights. Prior to settlement or forfeiture, any restricted stock unit may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right will entitle the holder to be paid an amount in cash or stock equal to the dividendsunvested RSUs that would ~~have been paid if the restricted stock units had been issued and outstanding shares of Common Stock~~continue to vest after termination. These executives qualify for this continued vesting as of ~~the record date for the payment of dividends, subject to applicable withholding taxes, if and when the restricted stock units vest.~~

~~At the discretion of the Committee, settlement of vested units may be made in the form of:~~

~~cash;~~

~~shares of Common Stock (unrestricted or restricted shares); or~~

~~any combination of both.~~

~~Performance Share Units~~

~~Performance share units may be granted with such terms and conditions as the Committee may determine. Performance share units are designated in shares of Common Stock.~~

Each award of performance share units will be subject to vesting. Vesting will occur, in full or in installments, upon satisfaction of the conditions specified in the performance share unit agreement. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company exceed a target determined in advance by the Committee. A performance share unit agreement may provide for accelerated vesting in the event of the recipient’s death, disability or retirement and may provide for expiration prior to the end of the ~~performance period~~fiscal year since they had each reached the minimum retirement age of 55 with at least 10 years of service.

If, during the term of any outstanding grant, the executive engages in any business competitive with the Company or divulges or improperly uses any of the Company’s confidential or proprietary information, then any unvested RSUs and any Common Stock delivered on vesting under such grants will be automatically forfeited.

Qualifying Termination Following a Change in Control

Under the 2010 and 2019 EIPs, the NEOs are not entitled to any payment or accelerated benefit upon a change in control with respect to their RSUs. However, a NEO will generally be entitled to accelerated vesting if the executive experiences 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 of the Company, unless the CPCC has acted to cause the NEO to receive, on account of the award, cash or other property being paid to shareholders in the ~~event~~change in control transaction, or the award is of a type which would continue in effect notwithstanding the occurrence of the ~~termination~~change in control. See the Change in Control paragraph under Stock Options on page 54 for information about when a change in control occurs.

The amounts shown include the values, as of the ~~recipient’s service.~~end of fiscal year 2020, of unvested RSUs that would vest if the NEOs experienced a qualifying termination within 12 months following a change in control of the Company and the CPCC did not act to cause the NEO to receive, on account of the award, cash or other property being paid to shareholders in the change in control transaction.

(b) Vested SERP Benefit

Death

Disability

The amount shown for Peter Nordstrom is the present value of his SERP benefit as he has met the minimum age of 58 with at least 10 years of service and would be eligible for his full

Retirement or Termination without Cause

Qualifying Termination Following a Change in Control

No benefits are paid solely due to a change in control, although a change in control triggers immediate vesting and an obligation for the Company to fully fund accrued benefits through a trust. If an executive was separated from the Company after a change in control, a deferred annuity would be payable upon the executive reaching retirement age. If the separation occurred before the executive’s retirement age of 58, the benefit would be paid as an early retirement benefit at age 53, or the executive’s actual age, if older. In this case, the requirement for Board approval of the early retirement is waived.

The CPCC has discretion to discontinue payment of benefits under the SERP if the retired executive is found to have engaged in misconduct or in competitive behavior against the Company.

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(d) Retiree Health Care Benefit

~~A holder~~The Company provides continued health care coverage for the eligible NEOs if they separate from the Company after age 55 with at least 10 profit sharing years of ~~performance~~service. These benefits include medical, behavioral health/substance abuse, vision, prescription drug and dental coverage. The NEOs and their spouses or registered domestic partners and eligible dependents would be covered under the retiree health plan, and the executive and the Company would continue to share ~~units will~~in the cost of the insurance premium. Coverage and cost sharing would continue for the surviving spouse or registered domestic partner and eligible dependents after the executive’s death. Effective November 1, 2013, the retiree health plan was closed to new entrants.

The amounts in the table for the eligible NEOs are the present values of the health care cost that would be payable by the Company if they had separated on the last day of the fiscal year. Erik Nordstrom, Peter Nordstrom and Kenneth Worzel have ~~no rights to dividends~~met the minimum retirement age of 55 with at least 10 profit sharing years of service and ~~will~~would be eligible for retirement. Assumptions used in determining these amounts include a discount rate of 2.73% and the PRI2012 White Collar, Fully Generational Mortality Table with projection scale MP2020.

An executive who is terminated for cause, as determined by the Company in the exercise of its discretion in accordance with the Plan, is not be entitled to vote such units. Prior to settlement or forfeiture, any performance share unit may, at the Committee’s discretion, carry with it a right to dividend equivalents. Such right will entitle the holdereligible to receive ifthe retiree health care benefit.

(e) Separation Benefit

Under the Nordstrom, Inc. Executive Severance Plan, Kenneth Worzel and ~~when~~Edmond Mesrobian are eligible to receive benefits upon involuntary termination of employment by the ~~applicable performance share units vest,~~Company, not for cause. To be eligible to participate in the Plan upon involuntary termination, the eligible NEO must have signed a non-competition and non-solicitation agreement.

Erik Nordstrom and Peter Nordstrom are not eligible under the Plan. Anne Bramman has elected not to participate in the Plan. The benefits for eligible and participating employees include:

•lump sum cash payment for severance: 18 or 24 months of base salary for Executive Officers, depending on their roles. This is reduced by an amount ~~in cash or stock~~ equal to the ~~dividends~~participant’s gross monthly SERP benefit multiplied by the number of months used to calculate the severance payment, if applicable;

•lump sum cash payment for health coverage: the cost of the Company-paid portion of the employee’s currently elected health coverage for 12 months, unless the employee is eligible for the retiree health care benefit, as described in footnote (d), “Retiree Health Care Benefit”; and

•six months of outplacement services.

The potential separation benefits for the NEOs are shown below.


Name	Separation Payment ($)	Company-Paid Portion of Medical Benefits ($)	Cost of Outplacement Services ($)	Total Separation Benefit ($)
Erik B. Nordstrom	—	—	—	—
Anne L. Bramman	—	—	—	—
Peter E. Nordstrom	—	—	—	—
Kenneth J. Worzel	1,330,609	—	4,200	1,334,809
Edmond Mesrobian	1,550,000	—	4,200	1,554,200

(f) Disability Insurance Benefit

(g) Executive Management Bonus

The performance period under the EMBP is the fiscal year. Therefore, a termination event that ~~would have been paid if the performance share units had been settled in shares of Common Stock on or before the record date for any dividends declared~~occurred on the ~~Company’s Common Stock, subject to applicable withholding taxes.~~

~~At the discretion~~last day of the ~~Committee, settlement of vested performance share units may be made in the form of:~~

~~cash;~~

~~shares of Common Stock; or~~

~~any combination of both.~~

~~Change in Control~~

Under the 2019 Plan the vesting and exercisability of the awards will accelerate, in whole or in part, upon (i) a “qualifying termination” within 12 months following (ii) a change in control. A “qualifying termination” means an involuntary, employer-initiated termination without cause or a voluntary termination for good reason. Upon a change in control, the Committee may also allow for a cash payment or for the assumption, substitution or exchange of any or all outstanding awards.

~~Federal Income Tax Consequences~~

~~The tax consequences of the 2019 Plan are complex, and the following discussion deals only with general tax principles applicable to the 2019 Plan under federal law.~~

Incentive stock options are options which under certain circumstances and subject to certain tax restrictions, have special tax benefits for employees under the Internal Revenue Code. Nonqualified stock options are options which do not receive such special tax treatment.

When the Committee grants an incentive stock option and when the participant exercises an incentive stock option and acquires Common Stock, the participant realizes no taxable income and the Company can claim no deduction. (However, the differences between the fair market value of the shares upon exercise and the exercise price is an item of tax preference subject to the possible application of the alternative minimum tax.) If the participant disposes of the stock before two years from grant or onefiscal year ~~from exercise of the incentive stock option (a disqualifying disposition), any gain will be deemed compensation and taxed as ordinary income to the extent of the lesser of:~~

~~the spread between the option price and the fair market value of the stock at exercise; or~~

~~the difference between the sale price and the exercise price.~~

If a disqualifying disposition occurs, the Company can claim a deduction equal to the amount treated as compensation. If one- and two-year holding periods are satisfied, any gain realized when the shares are sold will be treated as capital gain, and the Company will receive no corresponding tax deduction.

When the Committee grants a nonqualified stock option, the participant realizes no taxable income and the Company can claim no deduction. On exercise of a nonqualified stock option, the participant realizes ordinary income to the extent of the spread and the Company can claim a tax deduction for the same amount.

When the Committee grants a stock appreciation right, the participant realizes no taxable income and the Company can claim no deduction. The cash or fair market value of stock received on a stock appreciation right exercise is taxed to the participant at ordinary income rates. The Company can claim a tax deduction in the same amount at such time.

Upon grant of unrestricted shares, the participant realizes ordinary income equal to the fair market value of the Common Stock on the date of grant and the Company can generally claim a tax deduction for the same amount.

Grants of restricted shares are generally not taxable to participants at the time of grant and the Company generally claims no deduction at that time. The Company receives a deduction and the participant recognizes taxable income equal to the fair market value of the stock at the time the restrictions lapse (i.e., at the time the restricted shares vest), unless the participant elects, within thirty days of notification of the award, to recognize the income on the award date, in accordance with Code Section 83(b) (an “83(b) election”). If the participant makes an 83(b) election, the Company receives a corresponding deduction at the time of grant. Any dividends received on restricted shares prior to the date the participant recognizes income on the stock are taxable compensation income when received and the Company is entitled to a corresponding tax deduction at such time.

~~The grant of restricted stock units and performance share units generally does~~would not result in ~~taxable income~~any additional or accelerated benefits under this Plan. However, if an employee died, became disabled or retired (after having met certain age and years of service requirements) during the fiscal year, the CPCC would have the sole discretion to determine what amounts, if any, an executive would remain eligible to receive as a performance-based bonus award. Any bonus award would be prorated to reflect the ~~participant. Upon vesting,~~period of service during the ~~number of shares issued or cash paid is treated as ordinary income, and the Company is entitled to a corresponding tax deduction at such time.~~fiscal year.

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Pay Ratio Disclosure

~~New Plan Benefits~~

For fiscal year 2020:

•the annual total compensation of Erik Nordstrom was $5,647,670, which includes PSUs granted then subsequently cancelled as discussed on page 36 with a grant date fair value of $1,592,846; and

•the estimated median of the annual total compensation of all employees of our Company, other than Erik Nordstrom, was $26,803.

The ~~Committee has full discretion~~SEC rules for identifying the median employee and calculating the pay ratio permit companies to ~~determine~~use various methodologies and assumptions, to apply certain exclusions and to make reasonable estimates that reflect their employee population and compensation practices. As a result, the ~~number and amount of options, stock appreciation rights, unrestricted and restricted shares, and restricted share units and performance share units to~~pay ratio reported by other companies may not be ~~granted to participants, subject~~comparable to the pay ratio that we have reported.

After identifying the median employee, we calculated annual ~~limitations described~~total compensation for the median employee using the same methodology we used for determining total compensation for our NEOs as shown in the 2020 Summary Compensation Table on page 66. Therefore, the benefits and amounts that will be received by each of the Named Executive Officers, the executive officers as a group, nonemployee directors and all other employees under the 2019 Plan are not presently determinable. The fair market value as of the close of trading on March 15, 2019 was $43.74 per share.42.

~~Term, Termination and Amendment~~

The 2019 Plan will remain in effect for a period of 10 years unless earlier terminated by the Board. The Board may, at any time and for any reason, amend the 2019 Plan. An amendment of the Plan will be subject to the approval of the Company’s shareholders to the extent required by applicable laws, regulations or rules.

NORDSTROM, INC. - ~~2019~~2021 Proxy Statement 6958

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PROPOSAL 3			ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

The Board recommends a vote FOR this proposal.


Compensation Program Highlights

As described in the CD&A beginning on page 29, our NEOs are rewarded when defined performance milestones are achieved and when value is created for our shareholders. Our CPCC and Board believe that our compensation program is effective in implementing our executive compensation philosophy and establishing a solid link between compensation and shareholder interests. Highlights of our compensation program include the following:

•Each year, the CPCC establishes the performance-based bonus measures that focus executives on the most important Company objectives. In 2020, NEOs had the following measures:

•We maintain meaningful executive stock ownership guidelines so that our executives’ interests, as shareholders, are aligned with our broader shareholder base.

•We have an executive compensation clawback policy that applies to performance-based compensation.

•The CPCC has retained and directs an independent compensation consultant.

•We do not have employment agreements with our executives.

•We do not provide tax gross-ups, except those related to relocation expenses when an executive must move to assume Company responsibilities.

•We do not allow stock option grant repricing or backdating, nor do we grant options below 100% of fair market value.

•We have restrictions on pledging of Common Stock.

59 NORDSTROM, INC. - 2021 Proxy Statement

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Shareholder Support

We are asking our shareholders to indicate their support for our NEOs’ compensation as described in this Proxy Statement.

approve, on an advisory basis, the compensation of the Company’s NEOs, as disclosed in the Compensation Discussion and Analysis, the compensation tables and the related narrative disclosure in this Proxy Statement.”

Our Board has adopted a policy of annual executive compensation advisory votes. As an advisory vote, this proposal is not binding on the Company. However, our CPCC and Board value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions regarding the Company’s NEOs.

EQUITY COMPENSATION PLANS

The following table provides information as of the fiscal year ended January 30, 2021 about Common Stock that may be issued upon the exercise of options and rights that have been or may be granted to employees and members of the Board under all of the Company’s existing equity compensation plans.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (1) (#)		Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2) ($)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities to be issued as reflected in column (1)) (3) (#)
Equity compensation plans approved by the Company’s shareholders (a)	16,255,730	(b)	40	22,101,260	(c)
Equity compensation plans not approved by the Company’s shareholders (d)	1,029		6	—
TOTAL	16,256,759		40	22,101,260

(a)Consist of the 2010 and 2019 EIP and the ESPP. PSUs and RSUs do not have an exercise price and therefore have been excluded from the weighted average exercise price calculation in column (2).

(b)Includes 42,030 of deferred Director awards and 79,490 related to deferred PSUs.

(c)Includes 18,326,125 shares from the 2019 EIP, and 3,775,135 shares from the ESPP.

(d)Consist of plans created in connection with our subsidiaries.

NORDSTROM, INC. - 2021 Proxy Statement 60

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership Table

The following table shows the amount of Common Stock beneficially owned (unless otherwise indicated) by holders of more than 5% of the outstanding shares of Common Stock, by our Directors, by the ~~Named Executive Officers,~~NEOs, and by all Directors and Executive Officers of the Company as a group. Except as otherwise noted, all information is as of March ~~15, 2019.~~10, 2021.

Name of Beneficial Owner

Amount and Nature of
Beneficial Ownership
(#)

Percent of
Ownership
(%)

(a)

Peter E. Nordstrom

3,384,102

2.14

(b)

Erik B. Nordstrom

3,375,994

2.13

(c)

Kenneth J. Worzel

233,254

(d)

Edmond Mesrobian

33,195

(e)

Anne L. Bramman

44,648

(f)

Brad D. Smith

50,169

(g)

Shellye L. Archambeau

31,451

(h)

Bradley D. Tilden

26,142

(i)

Tanya L. Domier

25,421

(j)

Stacy Brown-Philpot

21,973

(k)

Kirsten A. Green

14,131

(l)

Glenda G. McNeal

14,131

(m)

James L. Donald

9,041

(n)

Mark J. Tritton

9,041

(o)

Directors and Executive Officers as a group (22 persons)

8,852,839

5.55

Greater than 5% Security Holders

(p)

Bruce A. Nordstrom
1617 Sixth Avenue
Seattle, Washington 98101

25,241,423

16.00

(q)

Anne E. Gittinger
1617 Sixth Avenue
Seattle, Washington 98101

15,404,246

9.76

(r)

FMR, LLC

245 Summer Street

Boston, Massachusetts 02210

13,656,832

8.66

(s)

Blackrock, Inc.
55 East 52nd Street
New York, New York 10055

10,402,108

6.59

(t)

The Vanguard Group
100 Vanguard Boulevard
Malvern, Pennsylvania 19355

9,665,883

6.13

Name of Beneficial Owner
Amount and Nature of
Beneficial Ownership
(#)

Percent of
Ownership
(%)

(a)
Bruce A. Nordstrom
   1617 Sixth Avenue
   Seattle, Washington 98101-1707
25,241,278
16.29
(b)
Anne E. Gittinger
   1617 Sixth Avenue
   Seattle, Washington 98101-1707
15,403,689
9.94
(c) Peter E. Nordstrom 3,389,278
2.18
(d) Erik B. Nordstrom 3,177,793
2.04
(e) Kenneth J. Worzel 153,852
*
(f) Anne L. Bramman 18,396 *
(g) Christine F. Deputy 61,212
*
(h) Philip G. Satre 87,196 *
(i) B. Kevin Turner 36,720 *
(j) Brad D. Smith 18,585 *
(k) Gordon A. Smith 17,779 *
(l) Shellye L. Archambeau 17,175
*
(m) Bradley D. Tilden 12,783 *
(n) Tanya L. Domier 12,062
*
(o) Stacy Brown-Philpot 8,100 *
(p) Kirsten A. Green 772 *
(q) Glenda G. McNeal 772 *
(r) Directors and Executive Officers as a group (21 persons) 8,164,921
5.21
Other >5% Security Holders

(s)
The Vanguard Group
   100 Vanguard Blvd.
   Malvern, PA 19355
13,686,020
8.83


*	* Does not exceed 1% of ~~the Company’s outstanding Common Stock.~~

~~70 NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~

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~~(a)~~	~~Bruce A. Nordstrom~~

~~Amount and nature of beneficial ownership includes:~~

~~10,243,647 shares owned by him directly;~~

~~355 nonvoting deferred stock units. The stock units are convertible into Common Stock and payable upon the occurrence of certain events;~~

~~261,776 shares owned by his wife individually;~~

~~8,490,560 shares held by trusts of which he is a trustee and beneficiary; and~~

6,244,940 shares held by trusts of which he is a co-trustee and for which he has shared voting and dispositive power. Mr. Nordstrom is a contingent remainderman with respect to these trusts, but disclaims any beneficial ownership with respect to the shares of Common Stock held in the trusts.


~~(b)~~	~~Anne E. Gittinger~~

~~Amount and nature of beneficial ownership includes:~~

~~13,844,023 shares owned by her directly;~~

~~4,466 shares held by her in~~ the Company’s ~~401(k) Plan; and~~outstanding Common Stock.

~~1,555,200 shares held by a trust of which she is a trustee and beneficiary.~~

~~Does not include:~~

5,501,520 shares held by a trust of which she is the beneficiary, but over which she holds no voting or investment power and which are reported as beneficially owned by her brother, Bruce A. Nordstrom.

~~(c)~~(a) Peter E. Nordstrom

Amount and nature of beneficial ownership includes:

•2,471,488 shares owned by him directly, of which 230,000 shares are pledged as collateral for loans and are in compliance with the Company’s policy regarding pledging;

~~32,330~~•34,727 shares held by him in the Company’s 401(k) Plan;

~~502,727~~•479,567 shares that may be acquired by him through stock options exercisable within 60 days after March ~~15, 2019;~~10, 2021;

•15,560 shares, net of tax withholding, to be acquired through the vesting of RSUs within 60 days of March 10, 2021:

•175,533 shares owned by his wife individually;

~~445~~•472 shares held by his wife in the Company’s 401(k) Plan;

•49,060 shares held by trusts of which he is the trustee; and

•157,695 shares held by trusts of which he is the trustee, for which he has sole voting and dispositive power and for which he disclaims beneficial ownership.

~~(d)~~

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(b) Erik B. Nordstrom

Amount and nature of beneficial ownership includes:

~~2,583,088~~•2,587,380 shares owned by him directly, of which 457,582 shares are pledged as collateral for loans and are in compliance with the Company’s policy regarding pledging;

~~24,802~~•26,708 shares held by him in the Company’s 401(k) Plan;

~~502,727~~•479,567 shares that may be acquired by him through stock options exercisable within 60 days after March ~~15, 2019;~~10, 2021;

•15,568 shares, net of tax withholding, to be acquired through the vesting of RSUs within 60 days of March 10, 2021:

•42,646 shares owned by his wife individually; and

~~24,530~~•224,125 shares held by a trust of which he is the trustee.

~~(e)~~(c) Kenneth J. Worzel

Amount and nature of beneficial ownership includes:

~~19,923~~•30,264 shares owned by him directly;

~~5,671~~•6,021 nonvoting stock units held under the ~~Company’s Executive Deferred Compensation Plan;~~NDCP;

~~4,222~~•5,061 shares held by him in the Company’s 401(k) Plan; ~~and~~

~~124,036~~•165,216 shares that may be acquired by him through stock options exercisable within 60 days after March ~~15, 2019.~~

10, 2021; and

~~NORDSTROM, INC.~~• - ~~2019 Proxy Statement~~ 7126,692 shares, net of tax withholding, to be acquired through the vesting of RSUs within 60 days of March 10, 2021.

(d) Edmond Mesrobian

Amount and nature of beneficial ownership includes:

•26,122 shares owned by him directly; and

~~Back~~•7,073 shares, net of tax withholding, to ~~Contents~~

be acquired through the vesting of RSUs within 60 days of March 10, 2021.

~~(f)~~(e) Anne L. Bramman

Amount and nature of beneficial ownership includes:

~~18,396~~•22,105 shares owned by her ~~directly.~~directly; and

~~(g) Christine F. Deputy~~•22,543 shares, net of tax withholding, to be acquired through the vesting of RSUs within 60 days of March 10, 2021.

(f) Brad D. Smith

Amount and nature of beneficial ownership includes:

~~13,124 shares owned by her directly; and~~

~~48,088 shares that may be acquired by her through stock options exercisable within 60 days after March 15, 2019.~~

~~(h) Philip G. Satre~~

~~Amount and nature of beneficial ownership includes:~~

~~20,366 nonvoting deferred stock units. The stock units are convertible into Common Stock and payable upon the occurrence of certain events, including his retirement from the Board; and~~

~~66,830~~•50,169 shares held by a family trust, of which he is a trustee and beneficiary.

~~(i) B. Kevin Turner~~

~~Amount and nature of beneficial ownership includes:~~

~~36,720 shares owned by him directly.~~

~~(j) Brad D. Smith~~

~~Amount and nature of beneficial ownership includes:~~

~~18,585 shares held by a family trust, of which he is a trustee and beneficiary.~~

~~(k) Gordon A. Smith~~

~~Amount and nature of beneficial ownership includes:~~

~~17,779 shares owned by him directly.~~

~~(l)~~(g) Shellye L. Archambeau

Amount and nature of beneficial ownership includes:

~~2,296~~•6,614 shares owned by her directly;

•9,041 shares held by a limited liability company of which she has control; and

~~14,879~~•15,796 nonvoting deferred stock units. The stock units are convertible into Common Stock and payable upon the occurrence of certain events, including her retirement from the Board.

~~(m)~~(h) Bradley D. Tilden

Amount and nature of beneficial ownership includes:

~~12,783~~•26,142 shares held by a family trust, of which he is a trustee and beneficiary.

~~(n)~~

(i) Tanya L. Domier

Amount and nature of beneficial ownership includes:

~~12,062~~•25,421 shares owned by her directly.

~~(o)~~(j) Stacy Brown-Philpot

Amount and nature of beneficial ownership includes:

•3,444 shares owned by her directly; and

~~4,656~~•18,529 nonvoting deferred stock units. The stock units are convertible into Common Stock and payable upon the occurrence of certain events, including her retirement from the Board.

~~(p)~~(k) Kirsten A. Green

Amount and nature of beneficial ownership includes:

~~772~~•14,131 shares owned by her directly.

~~(q)~~(l) Glenda M.G. McNeal

Amount and nature of beneficial ownership includes:

~~772~~•14,131 shares owned by her directly.

(m) James L. Donald

Amount and nature of beneficial ownership includes:

~~72 NORDSTROM, INC.~~• - 9,041 shares held in a trust of which he is a trustee beneficiary.

(n) Mark J. Tritton

Amount and nature of beneficial ownership includes:

•~~2019 Proxy Statement~~ 9,041 shares owned by him directly.

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~~(r)~~(o) Directors and ~~executive officers~~Executive Officers as a group ~~(21~~(22 persons)

Collectively, the combined amount and nature of beneficial ownership for the Directors and all ~~executive officers~~Executive Officers include:

~~5,698,405~~•5,976,828 shares owned directly, of which ~~705,977~~687,582 shares are pledged as collateral for third party obligations;

~~730,713~~•824,958 shares owned by spouses and trusts of which the respective Director or ~~executive officer~~Executive Officer is a trustee, or a trustee and beneficiary;

~~39,902~~•34,325 nonvoting stock units held by participating Directors under the ~~Directors Deferred Compensation Plan;~~DDCP;

~~5,671~~•6,021 nonvoting stock units held by participating ~~executive officers~~Executive Officers under the ~~Nordstrom Deferred Compensation Plan;~~NDCP;

~~81,410~~•96,564 shares held by participating ~~executive officers~~Executive Officers and their eligible spouses in the Company’s 401(k) Plan; ~~and~~

~~1,608,820~~•1,738,618 shares that may be acquired by the ~~executive officers~~Executive Officers as a group through stock options exercisable within 60 days after March ~~15, 2019.~~10, 2021; and

•175,525 shares, net of tax withholding, to be acquired through the vesting of RSUs within 60 days of March 10, 2021.

NORDSTROM, INC. - 2021 Proxy Statement 62

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(p) Bruce A. Nordstrom

Pursuant to a Schedule 13G filing made with the SEC, as of December 31, 2020, the aggregate amount beneficially owned by Mr. Nordstrom includes:

•24,236,227 shares for which he has sole power to vote or to dispose or to direct disposition; and

•1,005,196 shares for which he has shared power to vote or to dispose or to direct disposition.

(q) Anne E. Gittinger

Pursuant to a Schedule 13G filing made with the SEC, as of December 31, 2020, the aggregate amount beneficially owned by Ms. Gittinger includes:

•15,404,246 shares for which she has sole power to vote or to dispose or to direct disposition.

(r) FMR, LLC

Pursuant to a Schedule 13G filing made with the SEC, as of December 31, 2020, the aggregate amount beneficially owned by FMR, LLC includes:

•589,028 shares for which it has sole power to vote or to direct the vote; and

•13,656,832 shares for which it has sole power to dispose or to direct disposition.

(s) Blackrock, Inc.

Pursuant to a Schedule 13G filing made with the SEC, as of December 31, 2020, the aggregate amount beneficially owned by Blackrock, Inc. includes:

•9,617,472 shares for which it has the sole power to vote or to direct the vote; and

•10,402,108 shares for which it has sole power to dispose or to direct disposition.

(t) The Vanguard Group

Pursuant to a Schedule 13G filing made with the SEC, as of December 31, ~~2018,~~2020, the aggregate amount beneficially owned by The Vanguard Group includes:

~~13,502,343~~•73,218 shares for which it has ~~sole~~shared power to vote or to ~~dispose or to~~ direct ~~disposition; and~~the vote;

~~183,677~~•160,802 shares for which it has shared power to dispose or to direct ~~disposition.~~disposition; and

•9,505,081 shares for which it has sole power to dispose or to direct disposition.

Delinquent Section 16(a) ~~Beneficial Ownership Reporting Compliance~~Reports

Based upon a review of reports filed with the SEC and written representations that no other reports were required, the Company believes that during the fiscal year ended ~~February 2, 2019~~January 30, 2021 all of our Directors, Executive Officers and

owners of in excess of 10% of Common Stock complied with the filing requirements of Section 16(a) of the Exchange Act, except that ~~Bruce Nordstrom filed~~ one ~~report on~~ Form 4 was filed late on behalf of Teri Bariquit relating to ~~the distribution~~a purchase of shares ~~from~~pursuant to the ~~Directors Deferred Compensation Plan.~~ESPP.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and Approval Process

We maintain policies and procedures regarding the identification, review and approval of related party transactions. In compliance with SEC rules, the ~~Corporate Governance and Nominating Committee~~CGNC reviews and approves or disapproves any transaction or series of related transactions in which: (1) the amount involved exceeds $120,000, (2) the Company or any of its subsidiaries is a participant, and (3) a related party (a Director or Executive Officer of the Company, any nominee for director, any greater than 5% shareholders and any immediate family member of such persons) has a direct or indirect material interest. When

considering a transaction, the ~~Committee~~CPCC will review all relevant factors, including the Company’s rationale for entering into a related party transaction, alternatives to the transaction, whether the transaction is on terms at least as fair to the Company as would be the case if the transaction were entered with a third party, and the potential of an actual or apparent conflict of interest. After reviewing the information, the ~~Committee~~CPCC will approve or ratify the transaction or transactions only if the ~~Committee~~CPCC determines that the transaction is reasonable and fair to the Company.

Related Party Transactions

Property Sublease. The Company leases a parcel of land from King County, Washington at the King County International Airport and operates its flight department from that location. The size of the Company’s flight department is such that the Company does not require access to or use of the entire parcel, and is able to sublease a portion of the property to ~~Hangar Three~~ LLC ~~(“LLC”)~~ without affecting the Company’s flight operations. LLC is

owned by James F. Nordstrom, Jr., John N. Nordstrom and the estate of Blake W. ~~Nordstrom, James F. Nordstrom, Jr. and John N.~~ Nordstrom. LLC constructed a hangar for storage of the owners’ personal aircraft on the subleased property. All architectural, project management and construction costs for the hangar, utilities and landscaping improvements were borne by LLC and not by the Company. Upon expiration or termination of the sublease, the hangar

63 NORDSTROM, INC. - 2021 Proxy Statement

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improvements will be surrendered to the Company. The material terms of the sublease are as follows:

•The current sublease carries a month-to-month term, ~~through July 2020,~~ with the Company having the right to terminate it at any time upon 9030 days’ notice to ~~LLC, and payment to LLC of the unamortized portion of the construction cost of the hangar.~~LLC.

•LLC pays the Company a monthly base rent and estimated real estate tax in the form of reimbursement to the Company of its ~~pro rata~~pro-rata share of ground rent paid by the Company

under the primary lease with King County, currently $11,082 per month.

•LLC also pays the Company additional rent ~~in the form~~ of $1,035 per month for reimbursement to the Company of its ~~pro rata~~pro-rata share of maintenance ~~costs of the common areas, currently $900 per month, plus a monthly management fee of $135.~~

costs.

~~NORDSTROM, INC.~~• - ~~2019 Proxy Statement~~ 73

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LLC paid a one-time security deposit in August 2007 in the amount of $10,463, plus an additional sum of $6,069 was paid in August 2009, $3,141 was paid in August 2015, and $491 was paid in August 2018 to increase the security deposit amount to the required two times the current base rent of $10,082.

In total, LLC paid the Company rent of ~~$143,685~~$145,530 during the fiscal year ended ~~February 2, 2019 (total rent is inclusive of the month of February).~~

~~Venture Investment~~. On February 26, 2019, Kirsten Green was appointed to serve as a member of the Company’s Board of Directors. Ms. Green is the Founder and Managing Partner of Forerunner Ventures Management, LLC (“Forerunner”), a venture capital firm. During the fiscal year ended February 2, 2019, the Company made aggregate investments of $1,800,276 in Forerunner limited partnerships for which Ms. Green, or certain of her affiliates, served as the general partner and in which Ms. Green may be deemed to have a pecuniary interest. On January 30, ~~2019, prior to Ms. Green’s appointment to the Board of Directors, the Company divested itself of all of its Forerunner Ventures investments.~~2021.

OTHER MATTERS

The Board knows of no other matters that will be presented at the Annual Meeting. However, if any other matters are properly presented at the Annual Meeting or any convening or reconvening of the Annual Meeting upon an adjournment or

postponement of the Annual Meeting, it is the intention of the persons named as proxies to vote in accordance with their best judgment.

~~74 NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~

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~~2020~~2022 ANNUAL MEETING OF SHAREHOLDERS INFORMATION

Requirements and Deadlines for Submission of Proxy Proposals, Nomination of Directors, and Other Business of Shareholders

If a shareholder wants the Company to include a shareholder proposal in our Proxy Statement for the ~~2020~~2022 Annual Meeting of Shareholders pursuant to SEC Rule 14a-8 promulgated under the ~~Securities~~ Exchange Act, ~~of 1934, (“Exchange Act”)~~ our Corporate Secretary must receive the proposal at our principal executive offices no later than December ~~11, 2019.~~8, 2021. Any such proposal must comply with all the requirements of Rule 14a-8.

Under our Bylaws, shareholders must follow certain procedures to nominate a person for election as a director at an annual or special meeting, or to introduce an item of business at an annual meeting. Under these advance-notice procedures, shareholders must submit the proposed nominee or item of business by delivering a notice to the Corporate Secretary of the Company at our principal executive offices. We must receive notice as follows:

•We must receive notice of a shareholder’s intention to introduce a nomination or proposed item of business for an annual meeting not less than 90 days nor more than 120 days before the first anniversary of the prior year’s meeting. Assuming that the Annual Meeting is held on schedule, we must receive notice pertaining to the ~~2020~~2022 Annual Meeting of Shareholders no earlier than January ~~24, 2020~~19, 2022 and no later than February ~~23, 2020.~~18, 2022.

•However, if we hold the ~~2020~~2022 Annual Meeting of Shareholders on a date that is not within 30 days before or after such anniversary date, we must receive the notice no later than ten days after the earlier of the date we first provide notice of the meeting to shareholders or announce it publicly.

•If we hold a special meeting to elect directors, we must receive a shareholder’s notice of intention to introduce a nomination no later than ten days following the day on which notice of the annual meeting was mailed to shareholders.

Our Bylaws provide that notice of a proposed nomination must include certain information about the shareholder and the nominee, as well as a written consent of the proposed nominee to serve if elected. A notice of a proposed item of business must include a description of and the reasons for bringing the proposed business to the meeting, any material interest of the shareholder in the business and certain other information about the shareholder. Any notice (other than a proposal pursuant to Rule 14a-8) that is received after the times specified herein for proposed items of business will be considered untimely under Rule 14a-4c under the Exchange Act. The persons named in the proxy for the meeting may exercise their discretionary voting power with respect to all such matters, including voting against them. All director nominations and shareholder proposals, other than shareholder proposals made pursuant to Rule 14a-8 under the Exchange Act, must comply with the requirements of the Company’s Bylaws. You may obtain a copy of the Company’s Bylaws at no cost from the Company’s Corporate Secretary or ~~online at~~ ~~investor.nordstrom.comby selecting~~on the ~~Corporate Governance item in the~~Company’s Investor Relations ~~drop-down menu~~.Website. The contact information for the Company’s Corporate Secretary is on page ~~79.~~69.

NORDSTROM, INC. - ~~2019~~2021 Proxy Statement 7564

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FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING



1.			Why am I receiving these materials?

~~The Company has~~

We have made these materials available to you on the ~~Internet~~internet or, upon your request, delivered printed versions of these materials to you by mail, because you were a shareholder of ~~Nordstrom, Inc.~~the Company as of March ~~15, 2019,~~10, 2021, the Record Date, and

were entitled to receive notice of the ~~2019~~2021 Annual Meeting of Shareholders and to vote on matters that will be presented at the Annual Meeting.



2.			What items will be voted on at the Annual Meeting?



Shareholders will vote on the following matters at the Annual Meeting:				Board Recommendation:	Page Reference (for more detail):

Proposal 1			To elect ~~the 11~~10 Director nominees ~~to the Board~~ named in this Proxy Statement to the Board to serve until the 2022 Annual Meeting of Shareholders	FOR each Director Nominee	1918
Proposal 2			To ratify the appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm to serve for the 2022 fiscal year	FOR	2526
Proposal 3			To conduct an advisory vote regarding the compensation of our ~~Named Executive Officers~~NEOs	FOR	6159
~~Proposal 4~~	~~To approve the Nordstrom, Inc. 2019 Equity Incentive Plan~~	~~FOR~~	64
Other			Such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof



3.			~~How can I view the webcast? Where~~What is the date and time of the Annual ~~Meeting being held?~~Meeting?


Date & Time:	May 19, 2021 at 9:00 a.m. Pacific Daylight Time	Virtual Meeting Access:	virtualshareholdermeeting.com/JWN2021

This Proxy Statement was first mailed to shareholders on or about April 8, 2021. It is furnished in connection with the solicitation of proxies by the Board to be voted during the Annual Meeting for the purposes set forth in the accompanying Notice of Annual Meeting.

Shareholders who execute proxies retain the right to revoke them at any time before the shares are voted by proxy during the meeting. A shareholder may revoke a proxy by delivering a signed statement to our Corporate Secretary prior to or during the Annual Meeting or by timely executing and delivering, by internet, telephone, or mail, another proxy dated as of a later date.


4.			How do I participate in the Meeting?

This year’s Annual Meeting will be accessible through the internet. We have adopted a virtual format for our Annual Meeting to make participation accessible for shareholders from any geographic location with internet connectivity. We have worked to offer the same participation opportunities as were provided at the in-person portion of our past meetings while further enhancing the online experience available to all shareholders regardless of their location. The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your shares of Company stock.

You ~~can view~~are entitled to participate in the ~~live webcast~~Annual Meeting if you were a shareholder as of the close of business on March 10, 2021, the record date, or hold a valid proxy for the meeting. To be admitted to the Annual Meeting at ~~investor.nordstrom.com~~virtualshareholdermeeting.com/JWN2021~~. Select Events, and follow~~, you must enter the ~~instructions given. If~~16-digit control number found next to the label “Control Number” for postal mail recipients or within the body of the email sending you ~~would like to attend~~the Proxy Statement.

Whether or not you participate in the Annual Meeting, ~~in person,~~ it is ~~being held~~important that your shares be part of the voting process. You may log on to proxyvote.com and enter your Control Number.

This year’s shareholder question and answer session will include questions submitted in advance of, and questions submitted live during, the ~~John W. Nordstrom Room, 5th floor, located~~Annual Meeting. You may submit a question in advance of the meeting at proxyvote.com after logging in with your Control Number. Questions may be submitted during the Annual Meeting through virtualshareholdermeeting.com/JWN2021. We will post questions and answers if applicable to Nordstrom’s business on the Nordstrom ~~Downtown Seattle Store, 1617 Sixth Avenue, Seattle, Washington 98101.~~Investor Relations website shortly after the meeting.

We encourage you to access the Annual Meeting before it begins. Online check-in will start shortly before the meeting on May 19, 2021. If you have difficulty accessing the meeting, please call (844) 986-0822 (toll free) or (303) 562-9302 (international). We will have technicians available to assist you.

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4.5.			Why did I receive a Notice instead of a full set of proxy materials? How can I access the proxy materials online?

We are furnishing proxy materials to our shareholders primarily via the ~~Internet~~internet as ~~many~~the holders of a majority of our ~~shareholders~~shares prefer that method. By doing so, we increase the convenience of our proxy materials, reduce the environmental impact of our Annual Meeting, and save costs. On or about April ~~12, 2019,~~8, 2021, we mailed a Notice of ~~Internet~~internet Availability of Proxy Materials ~~(the “Notice”)~~ to our shareholders who had not previously requested printed materials.

The Notice contains instructions about how to access our proxy materials and vote online. If you would like to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously chosen to receive our proxy materials electronically, you will receive access to these materials via email unless you elect otherwise.



5.6.			What is a proxy statement, and what is ~~the purpose of this Proxy Statement?~~a proxy?

A proxy statement is a document that SEC rules require us to provide you ~~designate~~when we ask you to vote on certain matters at a meeting of our shareholders or when we ask you to sign a proxy designating certain individuals to vote on those matters on your behalf. A proxy is your legal designation of another person to vote ~~your~~the shares ~~that other person is called~~you own at a ~~proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. If you vote online or complete~~meeting of our shareholders. By signing the proxy card ~~enclosed with the materials sent by mail~~we provide to ~~give us your proxy,~~you, you will ~~have designated~~designate Anne L. Bramman, our Chief Financial Officer, and ~~Kelley Hall,~~Ann Munson Steines, our ~~Chief Accounting Officer,~~General Counsel and

Corporate Secretary, as your proxies to vote your shares as you have ~~directed. This Proxy Statement provides information about~~directed during the ~~matters~~Annual Meeting. Our Board is soliciting your proxy to ~~be voted on by shareholders at~~vote your shares during the Annual Meeting ~~along with other information regarding the governance~~and any adjournment or postponement of the ~~Company, including our Board Committee structure~~meeting. Nordstrom pays the cost of soliciting your proxy and ~~executive compensation.~~reimburses brokers and others for forwarding you the proxy statement, proxy card or voting instruction form, Annual Report and Notice.

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6.7.			What is the difference between a shareholder of record and a street name shareholder?

Many Company shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own names. As summarized below, there are some distinctions between shares held as a shareholder of record and those held in street name.

•Shareholders of record: If your shares are registered directly in your name with the Company’s transfer agent, Computershare, you are considered the “shareholder of record” or a “registered shareholder,” and the Notice or proxy materials are being sent directly to you by the Company. As the shareholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.

•Street name shareholders: If your shares are held in a stock brokerage account or by a bank, trustee or nominee, you are considered the beneficial owner of shares held in “street name,” and the Notice or proxy materials are being forwarded to you by your broker, bank or other holder of record who is considered the shareholder of record. As the street name shareholder you have the right to direct your broker, bank or other holder of record on how to vote your shares and you are invited to attend the Annual Meeting. Your broker, bank, trustee or nominee is obligated to provide you with a voting instruction form for you to use.



7.8.			How do I cast my vote?

We encourage you to vote in advance of the meeting on the ~~Internet~~internet or by telephone. It is convenient, and it saves us significant postage and processing costs. In addition, when you vote on the ~~Internet~~internet or by telephone, your vote is recorded immediately and there is no risk that postal delays will cause your vote to arrive late and therefore not be counted. The method by which you vote your proxy will not limit your right to vote at the Annual Meeting if you decide to attend in person.

Shareholders of record: The ~~Internet~~internet and telephone voting procedures are designed to verify that you are a shareholder of record by using a control number and allowing you to confirm that your voting instructions have been properly recorded. Internet and telephone voting for shareholders of record are available 24 hours a ~~day and will close at 11:59 p.m. Eastern Daylight Time on May 22, 2019.~~day. You can vote by any of the following methods:

~~Voting on the Internet.~~You may vote In advance of the meeting, until 11:59 p.m. Eastern Daylight Time on May 18, 2021 using any of the ~~Internet by using the voting portal found at~~ ~~www.proxyvote.com. You can then confirm that your instructions have been properly recorded.~~

following methods:

~~Voting by Telephone.~~ If you request printed materials, you may vote by telephone using the toll-free number listed on your proxy card. Voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded.Online

At proxyvote.com

~~Voting by Mail.~~ ~~If you request printed materials, you may vote by signing, dating and returning your proxy card.~~

~~Voting in Person.~~ ~~You may vote~~Toll-free Phone

Call 1-800-690-6903

Mail

Vote Processing

c/o Broadridge

51 Mercedes Way Edgewood, NY 11717

Scanned QR Code

Using your ~~shares at the Annual Meeting.~~mobile device

Street name shareholders: You may vote by the method explained on the proxy card or the information you receive from the bank, broker or other record holder. If you are a street

name shareholder, you must obtain a proxy, executed in your favor, from the bank, broker or other holder of record to be able to vote in person at the Annual Meeting.

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Shareholders holding shares invested in the Company’s 401(k) Plan: If you participate in the Company’s 401(k) Plan, the number of shares of Common Stock in your account as of the Record Date are reflected on your proxy notice and may be voted as described above for shareholders of record. However, if your vote on those shares is not received by 11:59 p.m. Eastern Daylight Time on May ~~19, 2019,~~15, 2021, then the ~~Company’s Retirement Committee~~Plan Trustee will vote those shares in the same proportion as all other 401(k) Plan shares that have been voted.

Shareholders holding shares purchased through the Company’s ~~Employee Stock Purchase Plan~~ESPP: If you hold Common Stock that you acquired through the Company’s ~~Employee Stock Purchase Plan,~~ESPP, you are the beneficial owner of those shares and your shares may be voted as described above for street name shareholders.

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8.9.			What does it mean if I receive more than one Notice or package of proxy materials?

This means that you have multiple accounts holding Nordstrom shares. These may include: accounts with our transfer agent, Computershare; shares held in the Nordstrom 401(k) Plan or purchased through the ~~Employee Stock Purchase Plan;~~ESPP; and accounts with a broker,

bank or other holder of record. Please vote all Notices, voting instruction forms and proxy cards that you receive to ensure that all of your shares are voted.



9.10.			Why did multiple shareholders at my address only receive one Notice or package of proxy materials?

SEC rules allow us to use a procedure called “householding” to deliver only en copy of our Notice, and for those shareholders that received a paper copy of proxy materials in the mail, one copy of our Annual Report, to multiple shareholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected shareholder. Shareholders who participate in householding will continue to receive proxy cards if they received a paper copy of proxy materials in the mail. By using the householding process, we reduce our printing costs, mailing costs and fees, and reduce the environmental impact of our annual meeting. If you are a shareholder, share an address

and last name with one or more other shareholders, and would like to revoke your householding consent, or you are a shareholder eligible for householding and would like to participate, please contact Broadridge, either by calling toll free at (866) 540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. You will be removed from the householding program within 30 days of receipt of the revocation of your consent. A number of brokerage firms have also instituted householding. If you hold your shares in street name, please contact your bank, broker or other holder of record to request information about householding.


11.			What is a quorum and what is the voting requirement to approve each of the proposals?

We will have a quorum and will be able to conduct the business of the Annual Meeting if at least ~~77,476,378~~78,885,190 shares, a majority of the outstanding shares of Common Stock as of the Record Date, are present at the Annual Meeting, either in person or by proxy. Your shares will be counted toward the number needed for a quorum if you: (i) vote on the ~~Internet~~internet or

by telephone; (ii) submit a valid proxy card or voting instruction form; or (iii) in the case of a shareholder of record, attend the Annual Meeting and vote your shares in person.

To elect directors and adopt the other proposals, the following votes are required:



		~~Discretionary~~
Proposal		Vote Required	Discretionary Voting Allowed?
Election of ten Directors to serve until the 2022 Annual Meeting of Shareholders		Majority of Votes Cast	No
Ratification of the ~~Appointment~~appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm to serve for the 2022 fiscal year		Majority of Votes Cast	Yes
~~Advisory Vote Regarding Executive Compensation~~To conduct an advisory vote regarding the compensation of our NEOs		Majority of Votes Cast	No
~~Approval of the Nordstrom, Inc. 2019 Equity Incentive Plan~~	~~Majority of Votes Cast~~	No

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Under Washington corporation law and our Articles of Incorporation and Bylaws, the approval of any corporate action taken at a shareholder meeting is based on votes cast. “Votes cast” means votes actually cast “for” or “against” a particular proposal, whether by proxy or in person. Broker nonvotes (broker nonvotes and discretionary voting are explained in the answer to Question ~~12)~~14.) and abstentions are not considered “votes cast” and have no effect on the proposals.

•Election of TenDirectors; Majority Vote Policy: In the election of Directors, the Company has adopted a majority voting standard as described in more detail on page 1312 under Director Elections. Because this is an uncontested election, an incumbent ~~director~~Director nominee will be elected if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee. If a ~~director~~Director nominee does not receive the requisite votes, that Director’s term will end on the date on which an individual is selected by the Board to fill the position held by such Director or 90 days after the date the election results are determined, whichever occurs first.

You may vote “for,” “against” or “abstain” with respect to the election of each nominee.

•Ratification of the Appointment of Independent Registered Public Accounting Firm: Under the Company’s Bylaws, the votes cast “for” must exceed the votes cast “against” to ratify the appointment of Deloitte as the Company’s independent registered public accounting firm for the fiscal year ending ~~February 2, 2019.~~January 29, 2022. You may vote “for,” “against” or “abstain” on this proposal.

•Advisory Vote Regarding Executive Compensation: The votes cast “for” must exceed the votes cast “against” to approve, on an advisory basis, the Company’s executive compensation program. You may vote “for,” “against” or “abstain” on this proposal.

~~Approval~~The Board recommends a vote FOR each of the ~~Nordstrom, Inc. 2019 Equity Incentive Plan:~~ Under the Company’s Bylaws, the votes cast “for” must exceed the votes cast “against” to ratify the Nordstrom, Inc. 2019 Equity Incentive Plan. You may vote “for,” “against” or “abstain” on this proposal.foregoing proposals.



~~10.~~12.			Can I change my mind after I vote?

Yes, if you vote by proxy, you may revoke that proxy at any time before it is voted at the Annual Meeting. You may do this by:

•voting again on the ~~Internet~~internet or by telephone prior to the Annual Meeting; or

•signing another proxy card with a later date and mailing it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, prior to the Annual Meeting; or

~~attending the Annual Meeting in person and~~ •delivering your proxy or casting a ~~ballot.~~

~~78 NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~ ballot during the meeting.

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~~11.~~13.			What if I do not return my proxy card or voting instruction form or do not provide voting instructions?

•Shareholders of record: If you are a registered shareholder and do not vote by ~~Internet~~internet or phone or return your voted proxy card, your shares will not be voted. If you submit your proxy card with an unclear voting designation or no voting designation at all, your shares will be voted for the ratification of Deloitte, but not on any of the other proposals.

•Street name shareholders: If you are a beneficial owner whose shares are held by a broker, your broker has discretionary voting authority under NYSE rules to vote your shares for the ratification of Deloitte even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of Directors, the advisory vote regarding executive compensation or on any shareholder proposal without instructions from you, in which case a broker nonvote will occur. Since shares that constitute broker nonvotes will not be included in vote totals and have no effect on the outcome of the election of Directors, the advisory vote regarding

executive compensation or any other matters properly brought before the meeting, it is important that you instruct your broker on how to vote your shares.

•Shareholders with shares invested in the Company’s 401(k) Plan: If your vote of shares held through the Company’s 401(k) Plan is not received by 11:59 p.m. Eastern Daylight Time on May ~~19, 2019,~~15, 2021, then the ~~Company’s Retirement Committee~~Plan Trustee will vote your shares in the same proportion as shares that have been voted in the 401(k) Plan. If you submit your proxy card with an unclear voting designation or no voting designation at all, your shares will be voted by the ~~Retirement Committee~~Plan Trustee “for” all proposals. If any additional proposals are properly presented at the Annual Meeting and any adjournment thereof, the ~~Retirement Committee~~Plan Trustee will vote on the additional proposals in accordance with its discretion.



~~12.~~14.			Will abstentions or broker nonvotes affect the voting results?

If you abstain from voting on a proposal, or if a broker or bank indicates it does not have discretionary authority to vote on a proposal, the shares will be counted for the purpose of determining if a quorum is present, but will have no effect on

the other proposals to be considered at the Annual Meeting since these actions do not represent votes cast by shareholders.

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~~13.~~15.			Who will count the vote?

Broadridge ~~Investor Communication Services (“Broadridge”)~~ was appointed by the Board to tabulate the vote and act as Inspector of Election. Information about Broadridge is available at ~~broadridge.com~~.broadridge.com. Proxies and ballots that identify the votes of individual shareholders are kept confidential from the Company’s management and Directors. Only Broadridge,

as the proxy tabulator and the Inspector of Election, has access to the ballots, proxy forms and voting instructions. Broadridge will disclose information taken from the ballots, proxy forms and voting instructions only in the event of a proxy contest or as otherwise required by law.



~~14.~~16.			Where can I find the voting results of the Annual Meeting?

We intend to announce preliminary voting results at the Annual Meeting and publish final results on a current report on Form 8-K within four business days of the Annual Meeting. The Form

8-K will be available online under the “SEC Filings” tab at ~~investor.nordstrom.com~~.the Investor Relations Website.



~~15.~~17.			~~Who will bear~~How can I communicate with the ~~cost~~Board of ~~this proxy solicitation?~~Directors?

Shareholders and other interested parties may communicate with Directors by contacting the Corporate Secretary’s Office at:


			Telephone: 206-303-2541

			E-mail: board@nordstrom.com

			Mail: Nordstrom, Inc. 1617 Sixth Avenue Seattle, Washington 98101 Attn: Corporate Secretary

The ~~Company~~Corporate Secretary will ~~bear~~relay the ~~cost~~question or message to the specific Director with whom the shareholder or interested party wishes to communicate.

If no specific Director is requested, the Corporate Secretary will relay the question or message to the Chairman. Certain items that are unrelated to the duties and responsibilities of ~~this proxy solicitation, including reimbursing banks~~the Board, such as business solicitations, advertisements, junk mail and ~~brokers for reasonable expenses of sending out proxy materials~~other mass mailings, will not be relayed to ~~street name shareholders.~~Directors.

The AFC has established procedures to respond to possible concerns about ethics and accounting-related practices. To report your concerns, you may use the Company’s confidential Whistleblower Hotline at:


			Telephone: 1-888-832-8358

			Internet: ethicspoint.com

Your concerns will be investigated and communicated to the AFC, as necessary.



~~16.~~18.			What if I have additional questions that are not addressed here?

You may call ~~Nordstrom Investor Relations at 206-303-3200,~~ e-mail Investor Relations at ~~invrelations@nordstrom.com,~~Invrelations@Nordstrom.com, or call the Corporate Secretary’s Office at 206-303-2541.

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Appendix A			Reconciliation of GAAP and Non-GAAP Financial Measures

~~Incentive Earnings Before Interest and Income Tax Expense (“Incentive EBIT”) and Incentive Adjusted Return on Invested Capital (“Incentive Adjusted ROIC”)~~

Incentive Adjusted EBIT and Incentive Adjusted ROIC

We believe that Incentive Adjusted ROIC is a useful financial measure for investors in evaluating the efficiency and effectiveness of the capital we have invested in our business to generate ~~returns. Incentive Adjusted ROIC adjusts~~returns over time. In addition, we have incorporated it in our executive incentive measures and we believe it is an important indicator of shareholders’ return over the long term.

For 2020 and 2019, income statement activity for adjusted net operating profit and balance sheet amounts for average invested capital are measured under the Lease Standard and the remaining years disclosed are under the previous lease standard. Under the previous lease standard, we estimated the value of our operating leases as if they met the criteria for capital leases or we had purchased the properties. This ~~provides~~provided additional supplemental information that ~~reflects~~estimated the investment in our ~~off-balance sheet~~operating leases. Estimated depreciation on capitalized operating leases ~~controls~~and average estimated asset base of capitalized operating leases are not calculated in accordance with, nor an alternative for, ~~differences~~GAAP and should not be considered in ~~capital structure between us and~~isolation or as a substitute for our ~~competitors and provides investors and credit agencies with another way to comparably evaluate the efficiency and effectiveness of our capital investments over time. In addition, we incorporate~~ results as reported under GAAP.

Incentive Adjusted ~~ROIC into our executive incentive measures and it is an important indicator of shareholders’ return over the long term.~~

~~Incentive~~ EBIT represents net earnings before income tax expense, interest expense and interest income, and contemplates non-operating related adjustments. We define Incentive Adjusted ROIC as our adjusted net operating profit after tax divided by our average invested ~~capital using the trailing 12-month average.~~capital. These metrics are not measures of financial performance under ~~generally accepted accounting principles (“GAAP”)~~GAAP and should be considered in addition to, and not as a substitute for, ~~net earnings,~~ return on assets, net earnings, total assets or other GAAP financial ~~measures prepared in accordance with GAAP.~~measures. Our method of ~~determining~~calculating non-GAAP financial measures may differ from other companies’ methods and therefore may not be comparable to those used by other companies. Estimated depreciation on capitalized operating leases and average estimated asset base of capitalized operating leases are not calculated in accordance with, or an alternative for, GAAP and should not be considered in isolation or as a substitution of our results as reported under GAAP. The financial measures calculated under GAAP which are most directly comparable to Incentive Adjusted EBIT and Incentive Adjusted ROIC are net earnings and return on ~~assets which are reconciled below.~~assets. The following isis a reconciliation of ~~the components of~~return on assets to Incentive Adjusted ~~ROIC and return on assets:~~ROIC:

12 Fiscal Months Ended
($ in millions) February 2, 2019
February 3, 2018
January 28, 2017
January 30, 2016
January 31, 2015
Net earnings $ 564
$ 437
$ 354
$ 600
$ 720
Add: income tax expense 169
353
330
376
465
Add: interest expense, net 104
136
121
125
138
Earnings before interest and income tax expense 837
926
805
1,101
1,323
Add: non-operating related adjustments 72
26
271
145
68
Incentive EBIT 909
952
1,076
1,246
1,391
Add: interest income 15
5
1
—
1
Incentive Adjusted ROIC earnings before interest and income tax expense 924
957
1,077
1,246
1,392
Add: rent expense 251
250
202
176
137
Less: estimated depreciation on capitalized operating leases*
(134 ) (133 ) (108 ) (94 ) (74 )
Net operating profit 1,041
1,074
1,171
1,328
1,455
Less: estimated income tax expense (248 ) (480 ) (444 ) (512 ) (561 )
Net operating profit after tax $ 793
$ 594
$ 727
$ 816
$ 894
Average total assets $ 8,282
$ 8,055
$ 7,917
$ 9,076
$ 8,860
Less: average non-interest-bearing current liabilities** (3,479 ) (3,261 ) (3,012 ) (2,993 ) (2,730 )
Less: average deferred property incentives and deferred rent liability^(b)
(616 ) (644 ) (644 ) (548 ) (502 )
Add: average estimated asset base of capitalized operating leases^(a)
2,018
1,805
1,512
1,236
1,058
Add (Less): non-operating related adjustments 4
3
90
623
(100 )
Average invested capital $ 6,209
$ 5,958
$ 5,863
$ 7,394
$ 6,586
Return on assets 6.8 % 5.4 % 4.5 % 6.6 % 8.1 %
Incentive Adjusted ROIC 12.8 % 10.0 % 12.4 % 11.0 % 13.6 %

Capitalized operating leases is our best estimate of the asset base we would record for our leases that are classified as operating if they had met the criteria for a capital lease or we had purchased the property. The asset base is calculated based upon the trailing 12-month average of the monthly asset base. The asset base for each month is calculated as the trailing 12 months of rent expense multiplied by eight. The multiple of eight times rent expense is a commonly used method of estimating the asset base we would record for our capitalized operating leases. We do not expect the adoption of the new Lease Standard to have a material impact on our Incentive Adjusted ROIC.


**	~~Balances associated with our deferred rent liability have been classified as long-term liabilities as of January 28, 2017.~~


	12 Fiscal Months Ended
($ in millions)	January 30, 2021			February 1, 2020			February 2, 2019			February 3, 2018			January 28, 2017
Net (loss) earnings	$	(690)		$	496		$	564		$	437		$	354
Add: income tax (benefit) expense	(538)			186			169			353			330
Add: interest expense, net	181			102			104			136			121
EBIT	(1,047)			784			837			926			805
Add: non-operating related adjustments	—			24			72			26			271
Incentive Adjusted EBIT	(1,047)			808			909			952			1,076
Add: interest income	3			10			15			5			1
Incentive Adjusted ROIC EBIT	(1,044)			818			924			957			1,077
Add: operating lease interest(a)	95			101			—			—			—
Add: rent expense, net	—			—			251			250			202
Less: estimated depreciation on capitalized operating leases(b)	—			—			(134)			(133)			(108)
Adjusted net operating (loss) profit	(949)			919			1,041			1,074			1,171
Less: estimated income tax benefit (expense)	416			(244)			(248)			(480)			(444)
Adjusted net operating (loss) profit after tax	$	(533)		$	675		$	793		$	594		$	727
Average total assets	$	9,718		$	9,765		$	8,282		$	8,055		$	7,917
Add: average estimated asset base of capitalized operating leases(b)	—			—			2,018			1,805			1,512
Less: average deferred property incentives and deferred rent liability	—			—			(616)			(644)			(644)
Less: average deferred property incentives in excess of right-of-use assets(c)	(276)			(307)			—			—			—
Less: average non-interest-bearing current liabilities	(3,138)			(3,439)			(3,479)			(3,261)			(3,012)
Add: non-operating related adjustments	—			—			4			3			90
Average invested capital	$	6,304		$	6,019		$	6,209		$	5,958		$	5,863
Return on assets	(7.1		%)	5.1		%	6.8		%	5.4		%	4.5		%
Incentive Adjusted ROIC	(8.5		%)	11.2		%	12.8		%	10.0		%	12.4		%

~~A-1 NORDSTROM, INC.~~(a) - ~~2019 Proxy Statement~~

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~~Appendix B~~	~~Nordstrom, Inc. 2019 Equity Incentive Plan~~



~~ARTICLE 1~~	~~Introduction~~

~~The purpose~~As a result of the ~~Plan is to promote the long-term success~~adoption of the ~~Company~~Lease Standard, we add back the operating lease interest to reflect how we manage our business. Operating lease interest is a component of operating lease cost recorded in occupancy costs and ~~its Subsidiaries. Specific objectives are intended to encourage~~is calculated in accordance with the ~~attraction and retention of Employees and Nonemployee Directors, focus such individuals’ results on the Company’s critical, long-range goals and align such individuals’ interests with those~~Lease Standard.

(b)Capitalized operating leases is our best estimate of the ~~Company’s shareholders.~~

asset base we would record for our leases that are classified as operating under the previous lease standard if they had met the criteria for a finance lease or we had purchased the property. The ~~Plan seeks~~asset base for each quarter is calculated as the trailing four quarters of rent expense multiplied by eight, a commonly used method to ~~achieve this purpose by providing~~estimate the asset base we would record for Awards in the form of Options (which may constitute incentive stock options (ISOs), for Employees only, or nonqualified stock options (NSOs)), stock appreciation rights (SARs), Unrestricted Shares, Restricted Shares, Restricted Stock Units and Performance Share Units.

The Plan replaces the Nordstrom, Inc. 2010 Equity Incentive Plan (as amended and restated February 16, 2017) and the Nordstrom, Inc. 2002 Nonemployee Director Stock Incentive Plan (as amended on November 14, 2007).



~~ARTICLE 2~~	~~Administration~~

~~2.1Committee Composition.~~ our capitalized operating leases~~The Compensation Committee shall administer the Plan.~~.

~~2.2Committee Responsibilities.~~(c) ~~The Committee, in its absolute and sole discretion, shall (a) select~~For leases with property incentives that exceed the ~~Employees and Nonemployee Directors who are~~right-of-use assets, we reclassify the amount from assets to ~~receive Awards under the Plan, (b) determine the type, number, vesting requirements~~other current liabilities and other ~~features and conditions of such Awards, (c) interpret the Plan and (d) make all other decisions relating to the operation~~liabilities. As a result of the Plan. The Committee may adopt such rules or guidelines as it deems appropriate to implement the Plan. The Committee may delegate its authority hereunder to one or more Subcommittees or Company officers, to the extent permitted under the Code, applicable laws and regulations and any applicable exchange rules; actions taken by any Subcommittee or officers shall be subject to review by the full Committee. The Committee’s determinations under the Plan shall be final and binding on all persons.

~~2.3Committee for Non-Officer/Non-Director Awards.~~ ~~The Board may also appoint a secondary committee~~adoption of the Board or one or more senior executive officers of the Company to administer the Plan with respect to Employees who are not considered officers or Directors of the Company under Section 16 of the Exchange Act. That committee or senior executive officer may grant Awards under the Plan to such Employees and may determine all features and conditions of such Awards. Within the limitations ofLease Standard, we reduce average total assets, as this ~~Section 2.3, any reference in the Plan to the Committee shall include such secondary committee or senior executive officer, as the case may be.~~better reflects how we manage our business.

~~2.4Compensation Department Powers and Duties.~~ Until such time as the Committee shall modify, revoke or rescind such authority, the Company’s Compensation department, or any successor department within the Company, regardless of name, has the powers and duties set forth below. Determinations made by the Compensation department (or other department) under this Section 2.4 shall be final and binding on all persons, but may, in the Committee’s absolute and sole discretion, be reviewed by the Committee. The powers and duties delegated by the Committee hereunder are to:

~~(a) work with Plan service providers to ensure the effective administration of the Plan;~~

(b) determine whether a Participant’s disability, as defined by a qualified medical professional acceptable to the Company’s Compensation department (or other department), qualifies as Disability as defined under the Plan; and

~~(c) perform any and all tasks, duties, and responsibilities delegated by the Company or the Committee.~~

~~The Company’s Compensation department has authority to interpret the terms of the Plan and any Award in carrying out the powers and duties as set forth above.~~



~~ARTICLE 3~~	~~Shares Available for Awards and General Vesting Requirements~~

~~3.1Basic Limitation.~~ Shares issued pursuant to the Plan shall be authorized but unissued shares. The aggregate number of Shares available for Awards of Options, SARs, Unrestricted Shares, Restricted Shares, Restricted Stock Units or Performance Share Units granted under the Plan shall not exceed (a) 9,500,000 Shares plus (b) the additional shares of Common Stock described in Section 3.3. The limitations of this Section 3.1 and Sections 3.2 and 3.3 shall be subject to adjustment pursuant to Article 12. The aggregate number of Shares available for issuance as Plan Awards shall be reduced by 1.6 (one point six) Shares for each Share delivered in settlement of any Award of Unrestricted Shares, Restricted Shares, Restricted Stock Units, Performance Share Units, dividends, or dividend equivalents, and by 1 (one) Share for each Share delivered in settlement of any Option Award or SAR. Awards that are required to be settled in cash will not reduce the number of Shares available for delivery under the Plan.

NORDSTROM, INC. - ~~2019~~2021 Proxy Statement ~~B-1~~A-1

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~~3.2Additional Shares.~~ If any Shares covered by an Award of Options, SARs, Restricted Shares, Restricted Stock Units or Performance Share Units terminate, lapse or are forfeited or cancelled, or such Award is otherwise settled without the delivery of the full number of Shares underlying the Award, then the Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture, termination, lapse, cancellation, etc., shall again be, or shall become, available for issuance under the Plan; provided, however, that Shares (a) delivered in payment of the exercise price of an Award, (b) not issued upon the net settlement or net exercise of SARs, (c) delivered to or withheld by the Company to pay withholding taxes related to an Award, or (d) purchased in the open market using option proceeds, shall not become available again for issuance under this Plan. Shares that again become available for issuance under the Plan pursuant to this Section 3.2 shall be added to the number of Shares available under Section 3.1 in the same ratios as applied to them at the time they were originally granted (e.g., 1.6 (one point six) Shares for each Share attributable to previously granted Awards of Restricted Shares, Restricted Stock Units or Performance Share Units and 1 (one) Share for each Share attributable to previously granted Option Awards or SARs).

~~3.3Additional Shares from Prior Plan~~. Shares available for issuance under the Plan shall be increased by any shares of Common Stock subject to outstanding Awards under the Prior Plans on the effective date of the Plan, May 23, 2019, that later cease to be subject to such Awards for any reason other than the exercise, or vesting of such Awards (as the case may be), or any amounts withheld from such Awards by the Company for taxes on the Awards, which Shares shall, as of the date such Shares cease to be subject to such Awards, cease to be available for grant and issuance under the Prior Plans, but shall be available for issuance under the Plan under Section 3.1. Shares that become available for issuance under the Plan pursuant to this Section 3.3, shall become available for issuance under the Plan in such amount as they previously reduced the number of Shares available for issuance under the Prior Plans.

~~3.4General Vesting Requirements.~~ Awards granted under the Plan shall vest no earlier than the first anniversary of the date of grant. Notwithstanding the previous sentence, the Committee may grant Awards representing up to an aggregate maximum of five percent (5%) of the available Share reserve authorized for issuance under the Plan pursuant to Section 3.1 (subject to adjustment under Section 3.3) without regard to the foregoing minimum vesting requirement.



~~ARTICLE 4~~	~~Eligibility~~

~~4.1Awards.~~ ~~Employees and Nonemployee Directors shall be eligible for the grant of Awards of NSOs, SARs, Unrestricted Shares, Restricted Shares, Restricted Stock Units or Performance Share Units.~~

~~4.2Incentive Stock Options.~~ Only Employees who are common-law employees of the Company or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Company or any of its Subsidiaries shall not be eligible for the grant of an ISO unless the requirements set forth in section 422(c)(6) of the Code are satisfied.



~~ARTICLE 5~~	~~Options~~

~~Options granted under the Plan are subject to the following terms and conditions:~~

~~5.1Stock Option Agreement.~~ Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is an NSO or an ISO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical.

~~5.2Number of Shares.~~ Each Stock Option Agreement shall specify the number of shares of Common Stock subject to the Option, which shall be subject to adjustment in accordance with Article 12. Options granted to any Employee in a single fiscal year of the Company shall not cover more than 500,000 shares of Common Stock. Holders of Options shall have no right to dividend equivalents and prior to exercise, no rights to dividends. The limitation set forth in the preceding sentence shall be subject to adjustment in accordance with Article 12.

~~5.3Exercise Price.~~ Each Stock Option Agreement shall specify the Exercise Price; provided that the Exercise Price under an Option shall in no event be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.

~~5.4Exercisability and Term.~~ Each Stock Option Agreement shall specify the date or event when all or any installment of the Option is to become exercisable, subject to Section 3.4. The Stock Option Agreement shall also specify the term of the Option; provided that the term shall in no event exceed ten (10) years from the date of grant. A Stock Option Agreement may provide for accelerated exercisability in the event of the Optionee’s Disability, death or Retirement and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service. Options may be granted in combination with SARs, and such an Award may provide that the Options will not be exercisable unless the related SARs are forfeited.

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~~5.5Effect of Change in Control.~~ In the event that the Optionee experiences a Qualifying Termination within twelve (12) months following a Change in Control then, unless (i) the Committee shall have previously made provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all of such Option for the cash, securities or property deliverable to the holder of any or all outstanding share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Company’s Common Stock in connection with the Change in Control, or (ii) the Option would otherwise continue in accordance with its terms notwithstanding the occurrence of the Change in Control, such Option shall automatically become fully vested and exercisable. However, in the case of an ISO, the acceleration of exercisability shall not occur without the Optionee’s written consent. In addition, acceleration of exercisability may be required pursuant to Article 12.

~~5.6Dividend Rights.~~ ~~No dividends or dividend equivalent rights shall be paid or accrued with respect to Options.~~



~~ARTICLE 6~~	~~Payments For Option Shares~~

~~6.1General Rule.~~ The entire Exercise Price of shares of Common Stock issued upon exercise of Options shall be payable in cash or cash equivalents at the time when such shares of Common Stock are purchased, except as follows:

(a) In the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that payment may be made in any form(s) described in this Article 6.

~~(b) In the case of an NSO, the Committee may at any time accept payment in any form(s) described in this Article 6.~~

~~6.2Stock Swap.~~ To the extent specifically provided in an Option Agreement, all or any part of the Exercise Price may be paid by surrendering, or attesting to the ownership of, shares of Common Stock that are already owned by the Optionee. Such shares of Common Stock shall be valued at their Fair Market Value on the date when the new shares of Common Stock are purchased under the Plan.

~~6.3Exercise/Sale.~~ To the extent that this Section 6.3 is applicable and to the extent so provided in the Stock Option Agreement, all or any part of the Exercise Price and any withholding taxes may be paid by delivery to the Company of other Common Stock, duly endorsed for transfer to the Company, with a Fair Market Value on the date of delivery equal to the Option Exercise Price (or portion thereof) due for the number of shares being acquired, or by means of attestation whereby the Participant identifies for delivery specific shares of Common Stock that have an aggregate Fair Market Value on the date of attestation equal to the Option Exercise Price (or portion thereof) and receives a number of shares of Common Stock equal to the difference between the number of shares thereby purchased and the number of identified attestation shares of Common Stock (a “Stock for Stock Exchange”); (ii) a “cashless” exercise program established with a broker; (iii) Net Exercise; (iv) by any combination of the foregoing methods; or (v) in any other form of legal consideration that may be acceptable to the Committee.



~~ARTICLE 7~~	~~Stock Appreciation Rights~~

~~SARs granted under the Plan are subject to the following terms and conditions:~~

~~7.1SAR Agreement.~~ Each SAR granted under the Plan shall be evidenced by an SAR Agreement between the Participant and the Company. Such SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical.

~~7.2Number of Shares.~~ Each SAR Agreement shall specify the number of shares of Common Stock to which the SAR pertains and shall provide for the adjustment of such number in accordance with Article 12. SARs granted to any Participant in a single calendar year shall in no event pertain to more than 500,000 shares of Common Stock. The limitation set forth in the preceding sentence shall be subject to adjustment in accordance with Article 12.

~~7.3Exercise Price.~~ Each SAR Agreement shall specify the Exercise Price; provided that the Exercise Price under an SAR shall in no event be less than one hundred percent (100%) of the Fair Market Value of a share of Common Stock on the date of grant.

~~7.4Exercisability and Term.~~ Each SAR Agreement shall specify the date when all or any installment of the SAR is to become exercisable, subject to Section 3.4. The SAR Agreement shall also specify the term of the SAR; provided, however, that the term shall in no event exceed ten (10) years from the date of grant. A SAR Agreement may provide for accelerated exercisability in the event of the Participant’s Disability, death or Retirement and may provide for expiration prior to the end of its term in the event of the termination of the Participant’s Service. SARs may be granted in combination with Options, and such an SAR Agreement may provide that the SARs will not be exercisable unless the related Options are forfeited.

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~~7.5Effect of Change in Control.~~ In the event that the Participant experiences a Qualifying Termination within twelve (12) months following a Change in Control then, unless (i) the Committee shall have previously made provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all of such SAR for the cash, securities or property deliverable to the holder of any or all outstanding share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Company’s Common Stock in connection with the Change in Control, or (ii) the SAR would otherwise continue in accordance with its terms notwithstanding the occurrence of the Change in Control, such SAR shall automatically become fully vested and exercisable. In addition, acceleration of exercisability may be required pursuant to Article 12.

~~7.6Exercise of SARs.~~ Upon exercise of an SAR, the Participant (or any person having the right to exercise the SAR after his or her death) shall receive from the Company (a) shares of Common Stock, (b) cash or (c) a combination of shares of Common Stock and cash, as the Committee shall determine. The amount of cash and/or the Fair Market Value of shares of Common Stock received upon exercise of SARs shall, in the aggregate, be equal to the amount by which the Fair Market Value (on the date of surrender) of the shares of Common Stock subject to the SARs exceeds the Exercise Price.

~~7.7Dividend Rights.~~ ~~No dividends or dividend equivalent rights shall be paid or accrued with respect to SARS.~~



~~ARTICLE 8~~	~~Unrestricted Shares~~

~~Unrestricted Shares granted under the Plan are subject to the following terms and conditions:~~

~~8.1Unrestricted Shares.~~ Unrestricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. In no event shall the number of Unrestricted Shares that are granted to any Participant in a single fiscal year exceed 100,000 shares of Common Stock, subject to adjustment in accordance with Article 12 or together with all other Awards the limits set forth in Section 3.4.

~~8.2Payment for Awards.~~ Unrestricted Shares may be granted under the Plan for such consideration consisting of any tangible or intangible property or benefit to the Company as the Committee may determine, including cash, services performed and contracts for services to be performed.



~~ARTICLE 9~~	~~Restricted Shares~~

~~Restricted Shares granted under the Plan are subject to the following terms and conditions:~~

~~9.1Restricted Share Agreement.~~ Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Share Agreement between the recipient and the Company. Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted Share Agreements entered into under the Plan need not be identical. In no event shall the number of Restricted Shares which are granted to any Participant in a single fiscal year exceed 500,000 shares of Common Stock, subject to adjustment in accordance with Article 12.

~~9.2Payment for Awards.~~ Restricted Shares may be granted under the Plan for such consideration consisting of any tangible or intangible property or benefit to the Company as the Committee may determine, including cash, services performed and contracts for services to be performed.

~~9.3Vesting Conditions.~~ Each Award of Restricted Shares shall be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Share Agreement, subject to Section 3.4. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company for a Performance Cycle equal or exceed a target determined in advance by the Committee. Such target shall be based on any one or combination of the Performance Criteria.

If the Participant’s employment with the Company or Subsidiary is terminated before the end of a Performance Cycle for any reason other than Disability, death or Retirement, the Participant shall forfeit all rights with respect to any Restricted Shares that were being earned during the Performance Cycle. The Committee, in its absolute and sole discretion, may establish guidelines providing that if a Participant’s employment is terminated before the end of a Performance Cycle by reason of Disability, death or Retirement, the Participant shall be entitled to a prorated payment with respect to any Restricted Shares that were being earned during the Performance Cycle, as determined at the end of such Performance Cycle. A Restricted Share Agreement may provide for accelerated service-based vesting in the event of the Participant’s Disability, death or Retirement (provided that, with respect to accelerated vesting in the event of Retirement, such Restricted Share Agreement shall comply with the requirements of Code Section 409A and include specific provisions regarding any tax withholding requirements, as required). Notwithstanding the foregoing, in the event that the Participant experiences a Qualifying Termination within twelve (12) months following a Change in Control, then unless (i) the Committee shall have previously made provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all of such Restricted Shares for the cash, securities, or property deliverable to the holder of any or all outstanding share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Company’s Common Stock in connection with the Change in Control; or (ii) the Restricted Share Agreement would otherwise continue in accordance with its terms notwithstanding the occurrence

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of the Change in Control, such Restricted Shares shall automatically vest upon the date of such Qualifying Termination at such amount as would have been earned if the original payment date(s) of the Restricted Shares had been the date of the Qualifying Termination, or if such payment is indeterminable then one hundred percent (100%) of such Restricted Shares will vest and any restrictions thereon shall lapse at the time of such Change in Control.

~~9.4Voting and Dividend Rights.~~ The holders of Restricted Shares granted under the Plan shall have the voting, dividend and other rights as set forth in their Restricted Share Agreement, and may have the same voting, dividend and other rights as the Company’s other shareholders. Any dividends paid on Restricted Shares shall not be paid at the dividend payment date and shall only be paid if and when Restricted Shares vest, in cash or in shares of unrestricted Common Stock having a Fair Market Value equal to the amount of such dividends. Common Stock distributed in connection with a stock split or stock dividend, and distributed as a dividend, shall be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Shares with respect to which such Common Stock has been distributed.



~~ARTICLE 10~~	~~Restricted Stock Units~~

~~Restricted Stock Units granted under the Plan are subject to the following terms and conditions:~~

~~10.1Restricted Stock Units.~~ ~~Restricted Stock Units are designated in shares of Common Stock.~~

~~10.2Restricted Stock Unit Agreement.~~ Each grant of Restricted Stock Units under the Plan shall be evidenced by a Restricted Stock Unit Agreement between the recipient and the Company. Such Restricted Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms of the applicable Restricted Stock Unit Agreement that are not inconsistent with the Plan. The provisions of the various Restricted Stock Unit Agreements entered into under the Plan need not be identical. In no event shall the number of Restricted Stock Units which are granted to any Participant in a single fiscal year pertain to more than 500,000 shares of Common Stock, subject to adjustment in accordance with Article 12.

~~10.3Payment for Awards.~~ ~~To the extent that an Award is granted in the form of Restricted Stock Units, no cash consideration shall be required of the Award recipients.~~

~~10.4Vesting Conditions.~~ Each Award of Restricted Stock Units shall be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Unit Agreement, subject to Section 3.4. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company for a Performance Cycle equal or exceed a target determined in advance by the Committee. Such target shall be based on any one or combination of the Performance Criteria.

If the Participant’s employment with the Company or Subsidiary is terminated before the end of a Performance Cycle for any reason other than Disability, death or Retirement, the Participant shall forfeit all rights with respect to any Restricted Stock Units that were being earned during that Performance Cycle. The Committee, in its absolute and sole discretion, may establish guidelines providing that if a Participant’s employment is terminated before the end of a Performance Cycle by reason of Disability, death or Retirement, the Participant shall be entitled to a prorated payment with respect to any shares of Restricted Stock Units that were being earned during the Performance Cycle, as determined at the end of such Performance Cycle. A Restricted Stock Unit Agreement may provide for accelerated service-based vesting in the event of the Participant’s Disability, death or Retirement (provided that, with respect to accelerated vesting in the event of Retirement, such Restricted Stock Unit Agreement’s accelerated vesting provisions shall comply with the requirements of Code Section 409A). Notwithstanding anything to the contrary contained in the foregoing, in the event that the Participant experiences a Qualifying Termination within twelve (12) months following a Change in Control then unless (i) the Committee shall have previously made provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all of such Restricted Stock Units for the cash, securities, or property deliverable to the holder of any or all outstanding share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Company’s Common Stock in connection with the Change in Control; or (ii) the award of Restricted Stock Units would otherwise continue in accordance with its terms notwithstanding the occurrence of the Change in Control, such Restricted Stock Units shall automatically vest upon the date of such Qualifying Termination at such amount as would have been earned if the original payment date(s) of the Restricted Stock Units had been the date of the Qualifying Termination, or if such payment is indeterminable then one hundred percent (100%) of such Restricted Stock Units will vest and any restrictions thereon shall lapse at the time of such Change in Control.

~~10.5Dividend Rights.~~ Shares underlying an Award of Restricted Stock Units shall not be entitled to dividends and shall be entitled to dividend equivalents with respect to such Restricted Stock Units only as set forth under a Restricted Stock Unit Agreement and in compliance with this Section 10.5. If a Restricted Stock Unit Agreement includes rights to dividend equivalents, an amount equal to the dividends that would have been paid if the Restricted Stock Units had been issued and outstanding shares of Common Stock on or before the record date for any declared dividend shall be paid to the holder of such Restricted Stock Units, in cash or stock, subject to applicable withholding taxes, only if and when the Restricted Stock Units vest. Any dividend equivalents payable pursuant to this Section 10.5 shall be paid no later than March 1 of the calendar year after the calendar year in which the underlying Restricted Stock Units vest as provided in the applicable Restricted Stock Unit Agreement.

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~~10.6Form and Time of Settlement of Restricted Stock Unit Awards.~~ Settlement of vested Restricted Stock Units may be made in the form of (a) cash, (b) shares of Common Stock or (c) any combination of both, as determined by the Committee. For the avoidance of doubt, settlement of vested Restricted Stock Units in shares of Common Stock shall not be considered an Award of Unrestricted Shares under Article 8. Methods of converting Restricted Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of shares of Common Stock over a series of trading days. Vested Restricted Stock Units shall be settled in a lump sum before the later of (i) two and one half (2^1/2) months after the end of the Company’s fiscal year during which all vesting conditions applicable to the Restricted Stock Units have been satisfied or have lapsed or (ii) March 15 following the calendar year in which all vesting conditions applicable to the Restricted Stock Units have been satisfied or have lapsed. Until an Award of Restricted Stock Units is settled, the number of such Restricted Stock Units shall be subject to adjustment pursuant to Article 12.

~~10.7Creditors’ Rights.~~ A holder of Restricted Stock Units shall have no rights other than those of a general creditor of the Company. Restricted Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Restricted Stock Unit Agreement.



~~ARTICLE 11~~	~~Performance Share Units~~

~~Performance Share Units granted under the Plan are subject to the following terms and conditions:~~

~~11.1Performance Share Units.~~ ~~Performance Share Units are designated in shares of Common Stock.~~

~~11.2Agreement.~~ Each grant of Performance Share Units under the Plan shall be evidenced by an Agreement between the recipient and the Company, shall be subject to all applicable terms of the Plan, and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Performance Share Unit Agreements entered into under the Plan need not be identical. Performance Share Units may be granted in consideration of a reduction in the recipient’s other compensation.

~~11.3Payment for Awards.~~ ~~To the extent that an Award is granted in the form of Performance Share Units, no cash consideration shall be required of the Award recipients.~~

~~11.4Vesting Conditions.~~ Each Award of Performance Share Units shall be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Performance Share Unit Agreement, subject to Section 3.4. The Committee may include among such conditions the requirement that the performance of the Company or a business unit of the Company for a Performance Cycle equal or exceed a target determined in advance by the Committee. Such target shall be based on any one or combination of the Performance Criteria.

In no event shall the number of Performance Share Units which are subject to performance-based vesting conditions and which are granted to any Participant in a single fiscal year exceed 500,000, subject to adjustment in accordance with Article 12.

If the Participant’s employment with the Company or Subsidiary is terminated before the date that Performance Share Units vest, the Participant shall forfeit all rights with respect to any unvested Performance Share Units. However, with respect to Performance Share Units subject to performance-based vesting conditions, the Committee, in its absolute and sole discretion at the time an Award of Performance Share Units is made, may establish guidelines providing that if a Participant’s employment is terminated before the end of a Performance Cycle by reason of Disability, death or Retirement, the Participant shall be entitled to a prorated payment with respect to any Performance Share Units that were being earned during the Performance Cycle, as determined at the end of such Performance Cycle. A Performance Share Unit Agreement may provide for accelerated service-based vesting in the event of a Participant’s Disability, death or Retirement (provided, in the case of Retirement, that such Performance Share Unit Agreement’s accelerated vesting provisions shall comply with the requirements of Code Section 409A). Notwithstanding anything to the contrary contained in the foregoing, in the event that the Participant experiences a Qualifying Termination within twelve (12) months following a Change in Control then unless (i) the Committee shall have previously made provision for a cash payment in settlement of, or for the assumption, substitution or exchange of any or all of such Performance Share Units for the cash, securities, or property deliverable to the holder of any or all outstanding share-based Awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Company’s Common Stock in connection with the Change in Control; or (ii) the award of Performance Share Units would otherwise continue in accordance with its terms notwithstanding the occurrence of the Change in Control, such Performance Share Units shall automatically vest upon the date of such Qualifying Termination at such amount as would have been earned if the original payment date of the Performance Shares Units had been the date of the Qualifying Termination, or if such payment is indeterminable then one hundred percent (100%) of such Performance Share Units will vest and any restrictions thereon shall lapse at the time of such Change in Control. In addition, acceleration of vesting may be required pursuant to Article 12.

~~11.5Dividend Rights.~~ Shares underlying an Award of Performance Share Units shall not be entitled to dividends and shall be entitled to dividend equivalents with respect to such Performance Share Units only as set forth under a Performance Share Unit Agreement and in compliance with this Section 11.5. If a Performance Share Unit Agreement includes rights to dividend equivalents, an amount equal to the dividends that would have been paid if the Performance Share Units had been settled shares of Common Stock on or before the record date for any declared dividend shall be paid to the holder of such Performance Share Units, in cash or stock, subject to applicable withholding taxes, only if and when such Performance Share Units actually vest and are settled in shares of Common Stock. Any dividend equivalents payable pursuant to this Section 11.5 shall be paid no later than March 1 of the calendar year after the calendar year in which the underlying Performance Share Units vest as provided in the applicable Performance Share Unit Agreement.

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~~11.6Form and Time of Settlement of Units.~~ Settlement of vested Performance Share Units may be made in the form of (a) cash, (b) shares of Common Stock or (c) any combination of both, as determined by the Committee. For the avoidance of doubt, settlement of vested Performance Share Units in shares of Common Stock shall not be considered an Award of Unrestricted Shares under Article 8. Methods of converting Performance Share Units into cash may include (without limitation) a method based on the average Fair Market Value of shares of Common Stock over a series of trading days. Vested Performance Share Units shall be settled in a lump sum by the last day of the calendar year in which all vesting conditions applicable to the Performance Share Units have been satisfied or have lapsed. Until an Award of Performance Share Units is settled, the number of such Share Units shall be subject to adjustment pursuant to Article 12.

~~11.7Creditors’ Rights.~~ A holder of Performance Share Units shall have no rights other than those of a general creditor of the Company. Performance Share Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Performance Share Unit Agreement.



~~ARTICLE 12~~	~~Protection Against Dilution~~

~~12.1Modification or Assumption of Awards.~~ Except in connection with a corporate transaction involving the Company (a “Strategic Transaction” which shall include, without limitation any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares or the sale of all or substantially all of the Company’s assets), the terms of outstanding Awards may not be amended to reduce any exercise price associated with such Awards or to cancel any outstanding Awards in exchange for cash, other Awards or other securities with an exercise price that is less than the exercise price of the original Awards without shareholder approval. The foregoing and the provisions of this Article 12 notwithstanding, no modification of an Award shall, without the consent of the Award recipient, alter or impair his or her rights or obligations under such Award.

~~12.2Adjustments.~~ ~~Upon or in contemplation of any Strategic Transaction, the Committee shall, in such manner, to such extent (if any) and at such time as it deems appropriate and equitable in the circumstances:~~

(a) proportionately adjust any or all of (i) the number and type of shares of Common Stock (or other securities) that thereafter may be made the subject of Awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (ii) the number, amount and type of shares of Common Stock (or other securities or property) subject to any or all outstanding Awards, (iii) the grant, purchase, or exercise price of any or all outstanding Awards, (iv) the securities, cash or other property deliverable upon exercise of any or all outstanding Awards, or (v) the performance standards appropriate to any or all outstanding Awards, or

(b) make provision for a cash payment or for the assumption, substitution or exchange of any or all outstanding share-based Awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based Awards, based upon the distribution or consideration payable to holders of the outstanding shares of Common Stock upon or in respect of such event.

For the avoidance of doubt, this Article 12 does not apply to normal cash dividends with respect to Company Stock other than extraordinary dividends or to stock issued in lieu of such dividends. The Committee may adopt such valuation methodologies for outstanding Awards as it deems reasonable in the event of a cash or property settlement and, in the case of Options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess, if any, of the per share amount payable upon or in respect of such event over the grant price of the Award, unless otherwise provided in, or by authorized amendment to, the Award or provided in another applicable agreement with the Participant. With respect to any ISO, in the absolute and sole discretion of the Committee, the adjustment may be made in a manner that would cause the Option to cease to qualify as an ISO.

~~12.3Dissolution or Liquidation.~~ ~~To the extent not previously exercised, settled or assumed, Options, SARs, and Performance Share Units shall terminate immediately prior to the dissolution or liquidation of the Company.~~



~~ARTICLE 13~~	~~Awards Under Other Plans~~

~~The Company may grant Awards under other equity plans or programs. Such Awards may be settled in the form of shares of Common Stock issued under this Plan.~~



~~ARTICLE 14~~	~~Limitation on Rights~~

~~14.1Retention Rights.~~ Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain an Employee or Nonemployee Director. The Company and its Subsidiaries reserve the right to terminate the Service of any Employee or Nonemployee Director at any time, with or without cause, subject to applicable laws, the Company’s Restated Articles of Incorporation and Bylaws and a written employment agreement (if any).

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~~14.2Shareholders’ Rights.~~ Unless otherwise provided in this Plan or in any Award, a Participant shall have no dividend rights, voting rights or other rights as a shareholder with respect to any shares of Common Stock covered by his or her Award prior to the time when a stock certificate for such shares of Common Stock is issued or, if applicable, the time when he or she becomes entitled to receive such shares of Common Stock by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for normal cash dividends or other rights for which the record date is prior to such time, except as expressly provided in the Plan.

~~14.3Regulatory Requirements.~~ Any other provision of the Plan notwithstanding, the obligation of the Company to issue shares of Common Stock under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of shares of Common Stock pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such shares of Common Stock related to their registration, qualification or listing or to an exemption from registration, qualification or listing.

~~14.4Compliance with Code Section 409A.~~ Awards under the Plan are intended to comply with Code Section 409A and all Awards shall be interpreted in a manner that results in compliance with Section 409A, Department of Treasury regulations, and other interpretive guidance under Section 409A. Notwithstanding any provision of the Plan or an Award to the contrary, if the Committee determines that any Award does not comply with Code Section 409A, the Company may adopt such amendments to the Plan and the affected Award (without consent of the Participant) or adopt other policies or procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Committee determines are necessary and appropriate to (a) exempt the Plan and the Award from application of Code Section 409A and/or preserve the intended tax treatment of amounts payable with respect to the Award, or (b) comply with the requirements of Code Section 409A.

~~14.5Clawback Policy.~~ ~~Each award issued under the Plan is subject to the Company’s clawback policy, which is amended from time to time.~~

~~14.6Transferability.~~ Except in the context of death of a Participant, or as otherwise required by law, or as approved by the Committee for no consideration, Awards issued under the Plan may not be transferred to any third party.

~~14.7Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Washington, without giving effect to any conflicts of laws principles.~~



~~ARTICLE 15~~	~~Withholding Taxes~~

~~15.1General.~~ To the extent required by applicable federal, state, local or foreign law, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise in connection with the Plan. The Company shall not be required to issue any shares of Common Stock or make any cash payment under the Plan until such obligations are satisfied.

~~15.2Share Withholding.~~ To the extent that applicable law subjects a Participant to tax withholding obligations, the Committee may permit such Participant to satisfy all or part of such obligations by having the Company withhold all or a portion of any shares of Common Stock that otherwise would be issued to him or her or by surrendering all or a portion of any shares of Common Stock that he or she previously acquired. Such shares of Common Stock shall be valued at their Fair Market Value on the date when they are withheld or surrendered, and shall be deemed to have been issued for purposes of identifying any shares which may become available for grant pursuant to Section 3.3 above.



~~ARTICLE 16~~	~~Future of the Plan~~

~~16.1Term of the Plan.~~ The Plan, as set forth herein, became effective on the date of shareholder approval, May 23, 2019, and shall remain in effect for a period of ten (10) years unless earlier terminated under Section 16.2.

~~16.2Amendment or Termination.~~ The Board may, at any time and for any reason, amend, alter or terminate the Plan. Notwithstanding the foregoing and except as provided in Section 14.4, no amendment, alteration or termination shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s express written consent. An amendment of the Plan shall be subject to the approval of the Company’s shareholders for any amendment that would (a) require shareholder approval in order to satisfy the applicable requirements of Code section 422, or other applicable laws, regulations or rules, including but not limited to any stock exchange rules; (b) increase amounts payable under the Plan to Participants (provided that shareholder approval shall not be required for increases that are not material and do not require such approval under applicable law or stock exchange rules); (c) increase the number of shares of Common Stock authorized to be issued under the Plan; (d) permit the repurchase by the Company of any outstanding Awards with an Exercise Price greater than the then-current Fair Market Value of Common Stock; or (e) modify the Plan’s eligibility provisions. No Awards shall be granted under the Plan after the termination thereof.

~~B-8 NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~

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~~ARTICLE 17~~	~~Definitions~~

~~17.1~~ ~~“Award” means any grant of an Option, an SAR, an Unrestricted Share, a Restricted Share, a Restricted Stock Unit or a Performance Share Unit under the Plan.~~

~~17.2~~ ~~“Award Agreement” means the written agreement between the Company and the recipient that contains the terms, conditions and restrictions pertaining to a particular Award.~~

~~17.3~~ ~~“Board” means the Company’s Board of Directors, as constituted from time to time.~~

~~17.4~~ “Cause” means (a) the unauthorized use or disclosure of the confidential information or trade secrets of the Company, which use or disclosure causes material harm to the Company, (b) conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any State thereof, (c) gross negligence, (d) willful misconduct or (e) a failure to perform assigned duties that continues after the Participant has received written notice of such failure. The foregoing, however, shall not be deemed an exclusive list of all acts or omissions that the Company (or the Parent or Subsidiary employing the Participant) may consider as grounds for the discharge of the Participant without Cause.

~~17.5~~ ~~“Change in Control” means the happening of any of the following:~~

(a) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not shareholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization in excess of fifty percent (50%) of the voting power of the outstanding securities of each of (i) the continuing or surviving entity and (ii) any direct or indirect parent corporation of such continuing or surviving entity;

~~(b) the sale, transfer or other disposition of all or substantially all of the Company’s assets;~~

(c) a change in the composition of the Board as a result of which fewer than fifty percent (50%) of the incumbent Directors are Directors who either (i) had been Directors of the Company on the date twenty-four (24) months prior to the date of the event that may constitute a Change in Control (the “original Directors”) or (ii) were elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original Directors who were still in office at the time of the election or nomination and the Directors whose election or nomination was previously so approved, but excluding, for this purpose, any such Director whose initial assumption of office occurs as a result of either an actual or threatened election contest or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of Directors, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation; or

(d) any transaction as a result of which any person is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least thirty percent (30%) of the total voting power represented by the Company’s then outstanding voting securities. For purposes of this Paragraph (d), the term “person” shall have the same meaning as when used in sections 13(d) and 14(d) of the Exchange Act but shall exclude (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a Subsidiary and (ii) a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

~~17.6~~ ~~“Code” means the Internal Revenue Code of 1986, as amended.~~

~~17.7~~ ~~“Committee” means the Compensation Committee of the Company’s Board.~~

~~17.8~~ ~~“Common Stock” means shares of the common stock of the Company.~~

~~17.9~~ ~~“Company” means Nordstrom, Inc., a Washington corporation.~~

~~17.10~~ “Disability” means the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.

~~17.11~~ ~~“Employee” means a common-law employee of the Company, a Parent or a Subsidiary.~~

~~17.12~~ ~~“Exchange Act” means the Securities Exchange Act of 1934, as amended.~~

~~17.13~~ “Exercise Price,” in the case of an Option, means the amount for which one share of Common Stock may be purchased upon exercise of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of an SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one share of Common Stock in determining the amount payable upon exercise of such SAR.

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~~17.14~~ “Fair Market Value” means the market price of a share of Common Stock, determined by the Committee in good faith on such basis as it deems appropriate. Whenever possible, the determination of Fair Market Value by the Committee shall be based on the closing price on the date of the Award as reported by the New York Stock Exchange, or the primary exchange or quotation system on which the Common Stock is then trading. Such determination shall be conclusive and binding on all persons.

~~17.15~~ ~~“Good Reason” means the occurrence of one or more of the following without the Participant’s express written consent and within twelve (12) months following a Change in Control:~~

~~(a) a material diminution in the Participant’s base salary;~~

~~(b) a material diminution in the Participant’s authority, duties, or responsibilities;~~

(c) a material change in the geographic location at which the Participant must perform his or her services to a place that is more than fifty (50) miles from where the Participant was based immediately prior to the Change in Control; and

~~(d) any other action or inaction that constitutes a material breach by the Company of this Plan with respect to a Participant’s Award.~~

The event or events described above shall constitute Good Reason only if the Company (or the Parent or Subsidiary employing the Participant) fails to cure such event or events within ninety (90) days after receipt from the Participant of written notice of the event or events which constitutes Good Reason. Such notice must be provided to the Company (or the Parent or Subsidiary employing the Participant) and must provide a reasonably detailed description of the facts that the Participant believes constitute a Good Reason event. Good Reason shall cease to exist for an event on the ninetieth (90^th~~) day following the later of its occurrence or the Participant’s knowledge thereof, unless the Participant has given written notice to the Company thereof prior to such date.~~

~~17.16~~ ~~“ISO” means an incentive stock option described in Section 422(b) of the Code.~~

~~17.17~~ “Net Exercise” means in lieu of exercising an Option for cash, the Optionee may elect to receive shares equal to the value of the Option (or the portion thereof being exercised) by surrender of the Option. The Company shall issue to such Optionee a number of shares of Common Stock computed using the following formula:

~~X =~~ ~~Y (A - B)~~

~~Where~~

~~X = The number of shares to be issued to the Optionee pursuant to the Net Exercise.~~

~~Y = The number of shares purchasable under this Option or, if only a portion of the Option is being exercised, the portion of the Option being cancelled (at the date of such calculation).~~

~~A = The fair market value of one (1) share (at the date of such calculation).~~

~~B = The Exercise Price (as adjusted to the date of such calculations).~~

~~17.18~~ ~~“NSO” means a stock option not described in Sections 422 or 423 of the Code.~~

~~17.19~~ “Nonemployee Director” means a member of the Company’s Board or the Board of Directors of a Subsidiary who is not an Employee. Service as a Nonemployee Director shall be considered employment for all purposes of the Plan, except as provided in Section 4.2.

~~17.20~~ ~~“Option” means an NSO or an ISO granted under Article 5 of the Plan and entitling the holder to purchase shares of Common Stock pursuant to an Award.~~

~~17.21~~ ~~“Optionee” means an individual or estate who holds an Option.~~

~~17.22~~ ~~“Participant” means an individual or estate who holds an Award.~~

~~17.23~~ ~~“Performance Criteria” shall mean a specified percentage or quantitative level in one or more of the following performance measures:~~

~~(a) the Company’s shareholder return as compared with any designated industry or other comparator group;~~

~~(b) the trading price of the Company’s common stock;~~

(c) the results of operations, such as sales, earnings, net income (before or after taxes), cash flow, return on assets, same-store sales, economic profit, or return on investment (including return on equity, return on capital employed, or return on assets);

~~B-10 NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~

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~~(d) earnings before or after taxes, interest, depreciation and/or amortization, and including /excluding capital gains and losses;~~

~~(e) other financial results, such as profit margins, operational efficiency, expense reduction, or asset management goals; and~~

~~(f) the internal or external market share of a product or line of products.~~

Each of the foregoing performance measures may be based on the performance of the Company generally, in the absolute or in relation to its peers, or the performance of a particular Participant, department, business unit, subsidiary, or other segment to which a particular Participant is assigned. The Committee may establish different performance measures and milestones for individual Participants or groups of Participants. For each Participant, each performance measure will be weighted to reflect its relative significance to the Company for the Performance Cycle.

~~Except as otherwise specified in an individual Award, applicable performance measures shall be adjusted to exclude the following items that occur during a given Performance Cycle:~~

~~(i) Extraordinary, unusual or non-recurring items of gain or loss;~~

~~(ii) Gains or losses on the disposition of a business, a segment of a business, or significant assets outside the ordinary course of business;~~

~~(iii) Changes in tax or accounting standards, principles, regulations or laws;~~

(iv) The effect of a merger or acquisition, including all financial results derived therefrom during the period from the merger or acquisition date through the end of the Performance Cycle in which the merger or acquisition occurred;

(v) Gains or losses due to non-cash adjustments which relate to the valuation of long-term assets rather than current-year performance (including but not necessarily limited to gain or loss recognized for store closures, lease terminations, pension adjustments and mark to market adjustments); and

(vi) The impact of other similar occurrences outside of the Company’s core, on-going business activities (including but not necessarily limited to litigation or tax reserves, financing activities, foreign exchange rate fluctuations and restructuring charges).

In all other respects, performance measures comprising Performance Criteria for an Award shall be calculated in accordance with the Company’s financial statements, under generally accepted accounting principles (GAAP), or under a non-GAAP methodology established by the Committee prior to the issuance of an Award. The method of calculating performance measurements shall be consistently applied and identified in the audited financial statements, including footnotes, or the Compensation Discussion and Analysis section of the Company’s annual report.

~~17.24~~ ~~“Performance Cycle” means a predetermined period of time, not less than one year, over which Performance Criteria will be measured with respect to an Award~~

~~17.25~~ ~~“Performance Share Unit” means a bookkeeping entry representing the equivalent of one (1) share of Common Stock, as granted under the Plan pursuant to an Award.~~

~~17.26~~ “Performance Share Unit Agreement” means the written agreement between the Company and the recipient of a Performance Share Unit that contains the terms, conditions and restrictions pertaining to such Performance Share Unit.

~~17.27~~ ~~“Plan” means this Nordstrom, Inc. 2019 Equity Incentive Plan, as amended from time to time.~~

~~17.28~~ ~~“Prior Plans” mean the Nordstrom 2010 Equity Incentive Plan and 2004 Equity Incentive Plan, as subsequently amended in 2007 and 2008.~~

~~17.29~~ “Qualifying Termination” means (a) the Participant’s employment is involuntarily terminated by the Company (or the Parent or Subsidiary employing the Participant) without Cause, or (b) the Participant terminates employment from the Company (or the Parent or Subsidiary employing the Participant) for Good Reason. The twelve-month period will be extended by one (1) additional month if the thirty-day cure period in Section 17.15 is triggered in the eleventh or twelfth month following a Change in Control. It is intended that any Qualifying Termination shall be an “involuntary Separation from Service,” as that term is defined in Treasury Regulation Section 1.409A-1(n).

~~17.30~~ ~~“Restricted Share” means a share of Common Stock granted under Article 9 pursuant to an Award, with such restrictions as set forth in the applicable Restricted Share Agreement.~~

~~17.31~~ “Restricted Stock Unit” means a right granted under Article 10 to receive Common Stock or cash at the end of a specified deferral period pursuant to an Award, which right may be conditioned on the satisfaction of certain requirements (including the satisfaction of certain performance goals).

~~17.32~~ “Restricted Share Agreement” means the written agreement between the Company and the recipient of a Restricted Share that contains the terms, conditions and restrictions pertaining to such Restricted Share.

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~~17.33~~ “Restricted Stock Unit Agreement” means the written agreement between the Company and the recipient of a Restricted Stock Unit that contains the terms, conditions and restrictions pertaining to such Restricted Stock Unit.

~~17.34~~ ~~“Retirement” means Participant’s termination from Service on or after his or her Retirement Date.~~

~~17.35~~ ~~“Retirement Date” shall have the meaning as set forth in a particular Award Agreement.~~

~~17.36~~ ~~“SAR” means a stock appreciation right granted under Article 7 of the Plan pursuant to an Award.~~

~~17.37~~ ~~“SAR Agreement” means the written agreement between the Company and a Participant that contains the terms, conditions and restrictions pertaining to his or her SAR.~~

~~17.38~~ ~~“Service” means service as an Employee or Nonemployee Director.~~

~~17.39~~ ~~“Stock Option Agreement” means the written agreement between the Company and an Optionee that contains the terms, conditions and restrictions pertaining to his or her Option.~~

~~17.40~~ ~~“Subcommittee” means a separate committee established by and consisting of members of the Committee.~~

~~17.41~~ “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date.

~~17.42~~ ~~“Unrestricted Share” means a share of Common Stock granted under Article 8 of the Plan pursuant to an Award.~~

~~IN WITNESS WHEREOF, this instrument setting forth the terms and conditions of this NORDSTROM, INC. 2019 EQUITY INCENTIVE PLAN is executed this _________ day of June 2019.~~



~~NORDSTROM, INC.~~
~~By:~~
	~~Christine Deputy~~
~~Title:~~	~~Chief Human Resources Officer~~

~~B-12 NORDSTROM, INC.~~ - ~~2019 Proxy Statement~~



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	(4)	Proposed maximum aggregate value of transaction:
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~~PROPOSAL 3~~	~~ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION~~	61

~~EQUITY COMPENSATION PLANS~~		63

~~PROPOSAL 4~~	~~APPROVAL OF THE NORDSTROM, INC. 2019 EQUITY INCENTIVE PLAN~~	64

~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~		70

~~Beneficial Ownership Table~~		70
~~Section 16(a) Beneficial Ownership Reporting Compliance~~		73

~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS~~		73

~~Review and Approval Process~~		73
~~Related Party Transactions~~		73

~~OTHER MATTERS~~		74

~~2020 ANNUAL MEETING OF SHAREHOLDERS INFORMATION~~		75

~~Requirements and Deadlines for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders~~		75

~~FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING~~		76

~~APPENDIX A~~	~~RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES~~	~~A-1~~

~~APPENDIX B~~	~~NORDSTROM, INC. 2019 EQUITY INCENTIVE PLAN~~	~~B-1~~


Items of Business
To vote on the following proposals:
1			To elect 10 Director nominees named in this Proxy Statement to the Board to serve until the 2022 Annual Meeting of Shareholders

1.			~~To elect 11 Directors to serve until the 2020 Annual Meeting of Shareholders;~~



~~Date and Time:~~	~~May 23, 2019 at 9:00 a.m. Pacific Daylight Time~~	~~Meeting Webcast:~~	~~investor.nordstrom.com,~~ ~~select Events & Presentations and follow the instructions given. The webcast will be archived and available for one year following the Annual Meeting.~~

~~Place:~~	~~John W. Nordstrom Room, 5th floor~~
	~~Nordstrom Downtown Seattle Store~~
	~~1617 Sixth Avenue~~
	~~Seattle, Washington 98101~~





Brad D. Smith
Chairman of the Board



Peter E. Nordstrom		Erik B. Nordstrom
~~Co-President~~President and Chief Brand Officer		~~Co-President~~
	Chief Executive Officer



~~NOTICE OF ANNUAL MEETING OF SHAREHOLDERS~~		5

~~PROXY SUMMARY~~		6

~~CORPORATE GOVERNANCE~~		10

~~Our Corporate Governance Framework~~		10
~~Board Responsibilities, Leadership Structure and Role in Risk Oversight~~		11
~~Director Independence~~		12
~~Chairman of the Board and Presiding Director~~		12
~~Director Elections~~		13
~~Management Succession Planning~~		13
~~Communications with Directors~~		13
~~Board Committees and Charters~~		14
~~Board Meetings and Attendance~~		16
~~Director Compensation~~		16
~~Compensation Committee Interlocks and Insider Participation~~		18
~~Codes of Business Conduct and Ethics and Other Policies~~		18
~~Corporate Social Responsibility~~		18
~~Website Access to Corporate Governance Documents~~		18

~~PROPOSAL 1~~	~~ELECTION OF DIRECTORS~~	19

~~AUDIT AND FINANCE COMMITTEE REPORT~~		24

~~PROPOSAL 2~~	~~RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~	25

~~EXECUTIVE OFFICERS~~		27

~~COMPENSATION OF EXECUTIVE OFFICERS~~		29

~~Compensation Discussion and Analysis~~		29
~~Compensation Committee Report~~		41
~~Summary Compensation Table~~		42
~~Grants of Plan-Based Awards in Fiscal Year 2018~~		46
~~Outstanding Equity Awards at Fiscal Year-End 2018~~		48
~~Option Exercises and Stock Vested in Fiscal Year 2018~~		51
~~Pension Benefits~~		51
~~Fiscal Year 2018 Pension Benefits Table~~		52
~~Nonqualified Deferred Compensation~~		53
~~Fiscal Year 2018 Nonqualified Deferred Compensation Table~~		53
~~Potential Payments Upon Termination or Change in Control~~		54
~~Pay Ratio Disclosure~~		60


5.4	To transact any other business that may properly come before the Annual Meeting and any adjournment or postponement ~~thereof.~~thereof





			WHEN
			Wednesday, May 19, 2021
			9:00 a.m. Pacific Daylight Time

			WHERE
			virtualshareholdermeeting.com/JWN2021

			RECORD DATE
			March 10, 2021



IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ~~2019~~2021 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~May 23, 2019~~MAY 19, 2021




The accompanying Proxy Statement and the ~~2018~~2020 Annual Report ~~on Form 10-K~~ are available at ~~investor.nordstrom.com~~the Investor Relations Website.



		Board Vote Recommendation	Page Reference (for more detail)
1.	Election of Directors	FOR each Director Nominee	19
2.	Ratification of the Appointment of Independent Registered Public Accounting Firm	FOR	25
3.	Advisory Vote Regarding Executive Compensation	FOR	61
4.	Approval of the Nordstrom, Inc. 2019 Equity Incentive Plan	FOR	64



Name	Age	Director Since	Occupation	Committee Memberships	Other Public Company Boards
Shellye L. Archambeau*	56	2015	Former Chief Executive Officer of MetricStream, Inc.	Corporate Governance and Nominating, Technology	Verizon, Inc., Okta, Roper Technologies, Inc.
Stacy Brown-Philpot*	43	2017	Chief Executive Officer of TaskRabbit, Inc.	Audit and Finance, Technology	HP Inc.
Tanya L. Domier*	53	2015	Chief Executive Officer of Advantage Solutions	Audit and Finance, Compensation (Chair)	YUM! Brands, Inc.
Kirsten A. Green*	47	2019	Founder and Managing Partner of Forerunner Ventures	Audit and Finance, Technology
Glenda G. McNeal*	58	2019	President Enterprise Strategic Partnerships of American Express	Compensation, Corporate Governance and Nominating	RLJ Lodging Trust
Erik B. Nordstrom	55	2006	Co-President of Nordstrom, Inc.	N/A
Peter E. Nordstrom	57	2006	Co-President of Nordstrom, Inc.	N/A
Brad D. Smith*	55	2013	Executive Chairman of Intuit, Inc.	Compensation, Corporate Governance and Nominating	Intuit, Inc., SurveyMonkey
Gordon A. Smith*	60	2015	Co-President and Chief Operating Officer of JPMorgan Chase & Co.	Compensation, Corporate Governance and Nominating (Chair)
Bradley D. Tilden*	58	2016	Chairman and Chief Executive Officer of Alaska Air Group, Inc.	Audit and Finance (Chair)	Alaska Air Group, Inc.
B. Kevin Turner*	54	2010	President and Chief Executive Officer of Core Scientific	Corporate Governance and Nominating, Technology (Chair)


Relevant Skills and Experience
The nominees possess a balance of leadership experiences, diverse perspectives, strategic skill sets and professional expertise that are essential in furthering our business strategy and objectives, including:

Retail Industry					CEO Experience

	7						7
Online Scale & Growth					Financial Literacy

		8					7
Business Transformation					Technology Expertise

			9			6
Marketing & Customer Experience					Risk Management Experience

				10			7



INCENTIVE COMPENSATION PAYOUTS	2014		2015		2016		2017		2018
Incentive Earnings Before Interest and Income Tax Expense (“Incentive EBIT”)	$1,391M		$1,246M		$1,076M		$952M		$909M
Incentive Adjusted Return on Invested Capital (“Incentive Adjusted ROIC”)	13.6	%	11.0	%	12.4	%	10.0	%	12.8	%
Annual bonus (payout as a % of Target*)	83	%	0	%	80	%	96	%	89	%
3-year TSR percentile ranking within comparator group	63%ile		53%ile		16%ile		10%ile		24%ile
Performance Share Unit (“PSU”) vesting (payout as a % of Target)	75	%	75	%	0	%	0	%	0	%
PSU comparator group	Retail		Retail		S&P 500		S&P 500		S&P 500


INDEX OF FREQUENTLY REQUESTED INFORMATION
11	Director Independence	16	Hedging and Pledging Policies	39	Clawback Policy
14	Board Meetings and Attendance	17	Diversity Inclusion and Belonging	58	Pay Ratio Disclosure
14	Stock Ownership Guidelines	19	Board Nominee Skills Matrix	63	Related Party Transactions
16	Corporate Social Responsibility	32	Peer Group


*Independence	~~Independent Director~~


Term			Definition
2020 Annual Report			Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended January 30, 2021


2025 Corporate Social Responsibility Goals			Review our 2025 Corporate Social Responsibility goals at nordstromcares.com
53rd Week			The extra week included in fiscal 2017 as a result of our 4-5-4 retail reporting calendar
AFC			Audit and Finance Committee of the Board of Directors
ASC 718			Accounting Standards Codification 718, Stock Compensation
Board			The Board of Directors
Broadridge			Broadridge Investor Communication Services
CD&A			Compensation Discussion & Analysis
CEO			Chief Executive Officer
CFO			Chief Financial Officer
CGNC			Corporate Governance and Nominating Committee of the Board of Directors
Chairman			Our Board Chairman, a non-Executive position
Common Stock			Nordstrom common stock
CPCC			Compensation, People and Culture Committee of the Board of Directors
DDCP			Nordstrom Directors Deferred Compensation Plan
Deloitte			Deloitte & Touche LLP
Diversity, Inclusion and Belonging Goals			Review our Diversity, Inclusion and Belonging goals at nordstrom.com/diversity
EBIT			Earnings (Loss) Before Interest and Taxes
EIP			Equity Incentive Plan
EMBP			Executive Management Bonus Plan
ESPP			Employee Stock Purchase Plan
Exchange Act			Securities Exchange Act of 1934
FASB			Financial Accounting Standards Board
GAAP			U.S. Generally Accepted Accounting Principles
Incentive Adjusted EBIT			Incentive Adjusted Earnings Before Interest and Income Tax Expense
Incentive Adjusted ROIC			Incentive Adjusted Return on Invested Capital
Investor Relations Website			Our investor relations website, found at investor.nordstrom.com
IRC			Internal Revenue Code
Lease Standard			Accounting Standards Update 2018-11, Leases
LLC			Hangar Three LLC
LTI			Long-Term Incentives
NDCP			Nordstrom Deferred Compensation Plan
NEO			Named Executive Officer
NYSE			New York Stock Exchange
PAO			Principal Accounting Officer
PEO			Principal Executive Officer
PFO			Principal Financial Officer
Plan Trustee			Bank of New York Mellon, as trustee of the Nordstrom 401(k) Plan
PSU			Performance Share Unit
Record Date			Shareholder of record at the close of business on March 10, 2021

RSU			Restricted Stock Unit
SEC			Securities and Exchange Commission
Semler Brossy			Semler Brossy Consulting Group, LLC
SERP			Supplemental Executive Retirement Plan
Tax Act			Corporate tax reform in 2017, known as the Tax Cuts and Jobs Act
TC			Technology Committee of the Board of Directors
TSR			Total Shareholder Return




4	NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

5	PROXY SUMMARY

7	INDEX OF KEY TERMS

10	CORPORATE GOVERNANCE

	10	Our Corporate Governance Framework
	10	Board Responsibilities, Leadership Structure, and Role in Risk Oversight
	11	Director Independence
	11	Chairman of the Board and Presiding Director
	12	Director Elections
	12	Management Succession Planning
	12	Board Committees and Charters
	14	Board Meetings and Attendance
	14	Director Compensation
	16	Compensation Committee Interlocks and Insider Participation
	16	Codes of Business Conduct and Ethics
	16	Hedging and Pledging Polic i es
	16	Corporate Social Responsibility
	17	Diversity, Inclusion, and Belonging
	17	Website Access to Corporate Governance Documents

18	PROPOSAL 1: ELECTION OF DIRECTORS

25	AUDIT AND FINANCE COMMITTEE REPORT

26	PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

27	EXECUTIVE OFFICERS

29	COMPENSATION OF EXECUTIVE OFFICERS

	29	Compensation Discussion and Analysis
	41	Compensation, People and Culture Committee Report
	42	Summary Compensation Table
	45	Grants of Plan-Based Awards in Fiscal Year 2020
	47	Outstanding Equity Awards at Fiscal Year-End 2020


	50	Option Exercises and Stock Vested in Fiscal Year 2020
	50	Pension Benefits
	51	Fiscal Year 20 20 Pension Benefits Table
	51	Nonqualified Deferred Compensation
	52	Fiscal Year 20 20 Nonqualified Deferred Compensation Table
	52	Potential Payments Upon Termination or Change in Control
	58	Pay Ratio Disclosure

59	PROPOSAL 3: ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

60	EQUITY COMPENSATION PLANS

61	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

	61	Beneficial Ownership Table
	63	Delinquent Section 16(a) Reports

63	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

	63	Review and Approval Process
	63	Related Party Transactions

64	OTHER MATTERS

64	202 2 ANNUAL MEETING OF SHAREHOLDERS INFORMATION

	64	Requirements and Deadlines for Submission of Proxy Proposals, Nomination of Directors, and Other Business of Shareholders

65	FREQUENTLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

A-1	APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES