NORDSTROM, INC. (NYSE:JWN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On March3, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of the Company approved the following actions relative to salary and performance-based awards for the Company’s Principal Executive Officer, Principal Financial Officer and the Named Executive Officers set forth in the Company’s proxy statement dated April5, 2017 (collectively the “Executives”):
|
Executive |
2017 Bonus(1) | BaseSalary(2) | ||
|
Blake W. Nordstrom Co-President (Principal Executive Officer) |
$ | 1,431,290 | $ | 758,500 |
|
Peter E. Nordstrom Co-President |
$ | 1,431,290 | $ | 758,500 |
|
Erik B. Nordstrom Co-President |
$ | 1,431,290 | $ | 758,500 |
|
Anne L. Bramman Chief Financial Officer (Principal Financial Officer) |
$ | 430,384 | $ | 775,000 |
|
Kenneth J. Worzel President, Nordstrom.com |
$ | 574,620 | $ | 775,000 |
|
Michael G. Koppel Former Principal Financial Officer |
$ | 170,690 | $ | — |
| (1) | Nordstrom follows a pay-for-performance philosophy. The Company’s compensation plans are designed to encourage executives to focus on goals that align with business strategy, operating performance and shareholder values. In support of our philosophy, performance-based awards pay out only when pre-determined performance results are achieved. The 2017 cash bonuses were determined based on the achievement of pre-established performance measures set by the Committee under the shareholder-approved Nordstrom, Inc. Executive Management Bonus Plan. The amount reported for Anne Bramman reflects a proration of her 2017 bonus payout based on her joining the Company on June 2, 2017. The amount reported for Michael Koppel, the Company’s former Chief Financial Officer, reflects a proration of his 2017 bonus payout based on his retirement from the Company on May1, 2017. |
| (2) | Base salary amounts disclosed represent an increase of $25,000, effective April1, 2018, for each of Anne Bramman and Kenneth Worzel. Salary amounts for Blake Nordstrom, Peter Nordstrom and Erik Nordstrom are unchanged from base salary amounts in 2017. |
On March3, 2018, the Committee also determined to award Anne Bramman with a one-time cash payment in the amount of $150,000, in recognition of her service to the Company since assuming the role of Chief Financial Officer.
Also on March3, 2018, the Committee certified the level of attainment of the pre-established performance goals for the 2015 Performance Share Unit (“PSU”) grant relating to the fiscal years 2015 through 2017. The Company’s ranking within its peer group did not exceed the fiftieth percentile. Accordingly, the 2015 PSUs did not vest and were canceled without payment to the Executives.
On March3, 2018, the Committee also determined to award restricted stock units (“Incentive RSUs”) to certain of the Executives to the terms of the Nordstrom, Inc. 2010 Equity Incentive Plan (the “Equity Plan”). The Incentive RSUs were effective March6, 2018. Incentive RSUs entitle the participant to settle in shares of Company Common Stock. Vesting occurs at a rate of 25% annually, beginning one year from the tenth day of the month immediately following the date of grant. Incentive RSUs were granted to the form of 2018 Restricted Stock Unit Award Agreement, a copy of which is filed as Exhibit10.1 to this Current Report on Form8-K. The number of Incentive RSUs granted to the Executives was as follows:
|
Executive |
IncentiveRSUs Awarded |
|
Blake W. Nordstrom Co-President |
54,233 |
|
Peter E. Nordstrom Co-President |
54,233 |
|
Erik B. Nordstrom Co-President |
54,233 |
|
Anne L. Bramman Chief Financial Officer |
26,813 |
|
Kenneth J. Worzel President, Nordstrom.com |
26,813 |
|
Michael G. Koppel Former Chief Financial Officer |
— |
In addition, on March3, 2018, the Committee determined to award additional restricted stock units (“Retention RSUs”) to Anne Bramman and Kenneth Worzel to the terms of the Equity Plan. The Retention RSUs were also effective March6, 2018, and carry terms which are generally identical to those of Incentive RSUs except that, in the event of a change in control of the Company during the vesting period of the award in which Company shareholders receive cash in exchange for their shares of Common Stock, Retention RSUs provide for (i)cash payout and (ii)continued vesting in the ordinary course notwithstanding the change in control. The form of Retention RSU award is attached to this Current Report on Form8-K as Exhibit10.2. The number of Retention RSUs granted to Ms.Bramman and Mr.Worzel was as follows:
|
Executive |
RetentionRSUs Awarded |
|
Anne L. Bramman Chief Financial Officer |
45,965 |
|
Kenneth J. Worzel President, Nordstrom.com |
45,965 |
| Item 5.02 | FINANCIAL STATEMENTS AND EXHIBITS. |
NORDSTROM INC ExhibitEX-10.1 2 d638354dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Restricted Stock Unit Award Agreement AN AWARD (“Award”) OF RESTRICTED STOCK UNITS (“Units”),…To view the full exhibit click here
About NORDSTROM, INC. (NYSE:JWN)
Nordstrom, Inc. is a fashion specialty retailer in the United States. The company operates through two segments: Retail and Credit. The Retail segment includes approximately 115 Nordstrom branded full-line stores in the United States and Nordstrom.com, approximately 167 off-price Nordstrom Rack stores, two Canada full-line stores, Nordstromrack.com and HauteLook, and other retail channels, including five Trunk Club showrooms and TrunkClub.com, its two Jeffrey boutiques and one clearance store that operates under the name Last Chance. Credit segment includes its wholly owned federal savings bank, Nordstrom fsb, through which it provides a private label credit card, two Nordstrom VISA credit cards and a debit card. The Company operated 290 United States stores located in 38 states, as well as an e-commerce business through Nordstrom.com, Nordstromrack.com and HauteLook and TrunkClub.com, as of March 16, 2015. It also operates two Nordstrom full-line stores in Canada.
