TO INSPIRE AND EMPOWER 2022 PROXY STATEMENT

FOOT LOCKER, INC. ENHANCED ITS POSITIONING IN NORTH AMERICA WITH ACQUISITION OF WSS, AND ACCELERATED ASIA-PACIFIC EXPANSION WITH ACQUISITION OF ATMOS

is an athletically-inspired retailer focused on the large and rapidly growing Hispanic consumer demographic, operating a fleet of off-mall stores in key markets across California, Texas, Arizona, and Nevada. WSS’s community-driven business benefits from deep relationships with customers– with approximately 80% of its sales coming from customers who are members of its loyalty program. Foot Locker, Inc. benefits from WSS’s differentiated market position and complementary customer base and real estate portfolio. WSS’s assortment of classic styles further diversifies Foot Locker, Inc.’s product mix, enabling the Company to serve a broader range of consumer needs across price points.

is a culturally-connected brand featuring premium sneakers and apparel, an exclusive in-house label, collaborative relationships with leading vendors in the sneaker ecosystem, experiential stores, and a robust omni-channel platform. This acquisition accelerates Foot Locker, Inc.’s global reach with a highly-strategic foothold in Japan, extends the Company’s premium and top-tier offerings, and increases its digital penetration.

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DATE AND TIME May 18, 2022 at 9:00 a.m. EDT

VIRTUAL MEETING SITE virtualshareholdermeeting.com/FL2022

RECORD DATE Shareholders of record as of March 21, 2022 can vote at the Annual Meeting

All shares that have been properly voted and not revoked will be voted at the Annual Meeting. If you sign and return a proxy card but do not give voting instructions, the shares represented by that proxy card will be voted as recommended by the Board. Your vote is very important to us. Please vote your shares.

ITEMS OF BUSINESS

Proposal		Board’s Voting Recommendation		Vote Required to Approve
Item
	Elect ten directors to the Board to serve for one-year terms		FOR each of the nominees
Item
	Vote, on an advisory basis, to approve the Company’s NEOs’ compensation		FOR
				Majority of
				Votes Cast by
Item				Shareholders
	Vote, on an advisory basis, on whether the shareholder vote to approve the Company’s NEOs’ compensation should occur every 1, 2, or 3 years		FOR 1 year
Item
	Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2022 fiscal year		FOR
Transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement of the meeting

2022 PROXY STATEMENT

1

NOTICE OF ANNUAL MEETING

PROXY VOTING

You may vote using any of the following methods:

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 18, 2022

The Company’s Proxy Statement and Annual Report are available at materials.proxyvote.com/344849.

April 8, 2022

SHEILAGH M. CLARKE

Executive Vice President, General Counsel and Secretary

2

Foot Locker, Inc.

INSPIRE AND EMPOWER YOUTH CULTURE

Foot Locker, Inc. (NYSE: FL) leads the celebration of sneaker and youth culture around the globe through a portfolio of brands, including Foot Locker, Kids Foot Locker, Champs Sports, Eastbay, atmos, WSS, Footaction, and Sidestep, including 2,858 operated stores, as well as websites and mobile apps, in 28 countries across North America, Europe, Asia, Australia, and New Zealand, in addition to 142 franchised stores in the Middle East and Asia.

OUR STRATEGIC IMPERATIVES

We have established strategic imperatives for sustained performance centered around our customers: 

2022 PROXY STATEMENT

5

ABOUT FOOT LOCKER, INC.

OUR ESG PROGRAM

Management and the Board understand that how we achieve our purpose is just as important as what results we achieve. We have long established ESG as a priority for the Company and are continuing to improve the environmental and social impacts of our business, measure the impacts we are making, and communicate with and drive accountability to our stakeholders. Our global ESG program is focused on four pillars:

To learn more about our global ESG program, see ESG on page 96, and our Impact Report, which is presented consistent with the SASB reporting standards and TCFD reporting framework and is available at investors.footlocker-inc.com/impactreport.

OUR CLIMATE STEWARDSHIP

6

Foot Locker, Inc.

ABOUT FOOT LOCKER, INC.

OUR FISCAL 2021 HIGHLIGHTS

Despite the many challenges we confronted and are continuing to experience—including the COVID-19 pandemic, supply chain disruption, inflationary pressures, and an evolving geopolitical environment—we delivered record performance in 2021, which reflects the ongoing momentum we have built in our business. Highlights include the following:

EMERGING STRONGER FROM THE 

COVID-19 PANDEMIC

We recognize the human tragedy of the COVID-19 pandemic. Our foremost priority during the pandemic has been the health, safety, and security of our team members, our customers, and the communities we serve. Our approach is grounded in our Company’s purpose.

LEARN MORE ABOUT OUR COMPANY

You can learn more about the Company by visiting footlocker.com/corp. We also encourage you to read our Annual Report, which is available at investors.footlocker-inc.com/ar.

2022 PROXY STATEMENT

7

DEMOGRAPHICS

TENURE

AGE

DIVERSITY

SKILLS AND EXPERIENCES

We believe that our slate of director nominees possesses the appropriate mix of diversity in terms of skills, business and Board experience, and viewpoints.

8

Foot Locker, Inc.

VOTING ROADMAP

PAY-FOR-PERFORMANCE

The centerpiece of our compensation program is our pay-for-performance philosophy that aligns compensation payouts with the achievements of our annual operating plan and long-term strategy, and consequently shareholder value. This is showcased at senior levels of the Company—particularly the CEO—for which most compensation is tied to the Company’s operating and stock performance, as described below.

Recent Annual Incentive Plan and LTI payouts underscore our pay-for-performance culture:

ANNUAL INCENTIVE PLAN	PSU AWARDS

2022 PROXY STATEMENT

9

VOTING ROADMAP

TARGET COMPENSATION VS. REALIZED PAY⁽¹⁾

Our executives’ realized pay over the past five years further reinforces our pay-for-performance philosophy. Failure to achieve the challenging threshold performance goals set for our Annual Incentive Plan awards and PSU awards results in no payout earned. Also, a decrease in the Company’s stock price results in a decrease in the value of previously-awarded stock option awards—potentially to $0—and no dilution to shareholders, as well as a decrease in the value of previously-awarded RSU awards. When our stock price increases and generates positive returns for our shareholders, the increase impacts an executive’s realized pay during the present fiscal year and for prior fiscal years during which the executive received equity awards that are held or still subject to vesting. Accordingly, a significant portion of our NEOs’ compensation is closely linked to the performance of our stock over time, motivating our executives to generate positive returns for shareholders.

The following chart demonstrates the relationship between the target and realized values of our CEO’s compensation for the past five years:

COMPENSATION MIX

The Human Capital Committee seeks to align the compensation program with both our business strategy and our shareholders’ interests. In order to achieve these objectives, our executive compensation program includes both a mix of annual and long-term, as well as cash and equity, compensation. As shown in the charts below, for 2021, 90% of the CEO’s target compensation mix, and 72%, on average, of the remaining NEOs’ target compensation mix, was performance based.

CEO’s 2021 TARGET COMPENSATION	AVERAGE OF REMAINING NEOs’ 2021
	TARGET COMPENSATION

ANNUAL INCENTIVE PLAN	LTI PERFORMANCE METRICS
PERFORMANCE METRICS

10

Foot Locker, Inc.

VOTING ROADMAP

On or about April 8, 2022, we started mailing a Notice to our shareholders.

Proxies are being solicited by the Board to be voted at our Annual Meeting.

2022 PROXY STATEMENT

11

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There are currently 11 directors on our Board. Mr. McKenna will be retiring when his term expires at the conclusion of the Annual Meeting, and the Board has fixed the number of directors at 10 effective at such time. All current directors other than Mr. McKenna are standing for election for a one-year term at this meeting.

We have refreshed our Board over the past five years, as five highly-qualified directors were added to the Board and, as of the Annual Meeting, five directors will have retired during that time period. We believe that the Board possesses the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business and Board experience, and viewpoints.

DIRECTOR NOMINEES

Our Responsibility Committee is charged with recommending director candidates to fill current and anticipated Board vacancies. The Responsibility Committee identifies and evaluates potential candidates from recommendations from the Company’s directors, management, shareholders, and other outside sources, including professional search firms. In evaluating proposed candidates, the Responsibility Committee may review their résumés, obtain references, and conduct personal interviews. The Responsibility Committee considers, among other factors, the Board’s current and future needs for specific skills and the candidate’s experience, leadership qualities, integrity, diversity, ability to exercise judgment, independence, and ability to make the appropriate time commitment to the Board. The Responsibility Committee strives to ensure the Board has a rich mix of relevant skills, diversity, and experiences to address the Company’s needs.

In 2021, the Responsibility Committee conducted a search to identify and recruit an independent director candidate based on specific criteria it previously established, including CEO experience in the specialty retail sector and expertise requirements under the NYSE rules to serve as an audit committee member. The Responsibility Committee reviewed its findings with the Board. In conducting its search, the Responsibility Committee collected names of potential candidates from the Company’s directors and engaged a third-party search firm to identify and recruit qualified candidates. After reviewing the qualifications of the potential pool of candidates and narrowing the field to a few candidates, the Lead Independent Director and Responsibility Committee Chair each interviewed the candidates, the Chairman reviewed the finalists, and the full Board met the finalist. Based on the Responsibility Committee’s review, the candidates’ résumés, and the other directors’ and Board’s interviews with the candidates, the Responsibility Committee recommended and the Board approved the election of Virginia C. Drosos, who was identified by the third-party search firm.

Virginia C. Drosos, Alan D. Feldman, Richard A. Johnson, Guillermo G. Marmol, Darlene Nicosia, Steven Oakland, Ulice Payne, Jr., Kimberly Underhill, Tristan Walker, and Dona D. Young will be considered for election as directors to serve for one-year terms expiring at the 2023 Annual Meeting. Each nominee has been nominated by the Board for election and has consented to serve. If, prior to the Annual Meeting, any nominee is unable to serve, then the persons designated as proxies for this meeting (Andrew E. Page, Sheilagh M. Clarke, and John A. Maurer) will have full discretion to vote for another person to serve as a director in place of that nominee, or the Board may reduce its size.

DIRECTOR QUALIFICATIONS

The Responsibility Committee reviewed and evaluated the skills, experience, and qualifications catalogued under the Director Nominees’ Skillset Matrix on pages 23 through 24, and demonstrated by the director nominees, in light of the Company’s long-term strategic plan.

The Board, acting through the Responsibility Committee, considers its members, including those directors being nominated for reelection to the Board at the Annual Meeting, to be highly qualified for service on the Board due to a variety of factors reflected in each director’s education, areas of expertise, and experience serving on other organizations’ boards during the past five years. Generally, the Board seeks individuals with broad-based experience and the background, judgment, independence, and integrity to represent the shareholders in overseeing the Company’s management in their operation of the business. Within this framework, specific items relevant to the Board’s determination for each director are listed in each director’s biographical information beginning on page 18. The ages shown are as of April 8, 2022. There are no family relationships among our directors or executive officers.

2022 Proxy Statement

15

PROPOSAL 1: ELECTION OF DIRECTORS

	RICHARD A. JOHNSON
	Chairman and Chief Executive Officer
	Age: 64
	Director since: 2014

 

PROFESSIONAL EXPERIENCE

 

Foot Locker, Inc. 

 

►

Chairman, since May 2016

►

President and Chief Executive Officer, since December 2014

 

OTHER BOARD SERVICE

 

►

Director and member of the Audit and Compensation committees, H&R Block, Inc., since September 2015

►

Director, Maidenform Brands, Inc., January 2013 to October 2013

►

Chairman, RILA

►

Director, FDRA

►

Member, University of Wisconsin—Eau Claire National Leadership Council

 

REASONS FOR NOMINATION

 

Mr. Johnson has extensive experience as a retail company chief executive, including 25 years at the Company. He has led almost all of the Company’s major businesses in the United States, International, and Direct-to-Customer, has extensive knowledge of all facets of the Company’s business, and played an integral role in developing and executing the Company’s strategic plans.

 

COMMITTEE	RELEVANT SKILLS

	DONA D. YOUNG
	Lead Independent Director
	Age: 68
	Director since: 2001

 

PROFESSIONAL EXPERIENCE

 

Independent executive and board consultant

 

The Phoenix Companies, Inc. (insurance and asset management company)

 

►

Chairman, President and Chief Executive Officer, April 2003 to April 2009

 

OTHER BOARD SERVICE

 

►

Chairman of the Supervisory Board Risk Committee and member of the Supervisory Board Nomination and Governance Committee, Aegon N.V. (insurance, pension, and asset management company)

►

Vice Chair of Audit Committee and member of the Nominating and Governance, and Compensation and Workforce committees, USAA (United Services Automobile Association)

►

Director, member of the Compensation Committee, and Chair of the Nominating and Governance Committee, NACD

►

Board Member, Spahn & Rose Lumber Co.

►

Director and member of the Audit and Governance committees, Save the Children Association and Save the Children International (non-profit organizations)

►

Director and member of the Audit Committee, Save the Children U.S.

►

Trustee, Saint James School in Saint James, Maryland

 

REASONS FOR NOMINATION

 

Ms. Young has significant governance, legal, mergers and acquisitions, risk management, and financial experience given her prior service as a public company General Counsel, and later CEO, which are relevant in her role as Lead Independent Director. The education and experience Ms. Young acquired through her board service at Save the Children are useful in her oversight of the Company’s human rights efforts. In addition, she was named by the Financial Times’ Outstanding Directors Exchange as a member of its Outstanding Directors class of 2021, the NACD Directorship 100 for 2015, and a NACD Board Leadership Fellow since 2013. She is NACD Directorship Certified™, completed the NACD Cyber-Risk Oversight Program, earned a CERT Certificate in Cybersecurity Oversight conferred by Carnegie Mellon University, and was a 2012 Advanced Leadership Fellow at Harvard University.

 

COMMITTEES	RELEVANT SKILLS
A  E  R

18

Foot Locker, Inc.

PROPOSAL 1: ELECTION OF DIRECTORS

	VIRGINIA C. DROSOS
	Independent Director
	Age: 59
	Director since: 2022

 

PROFESSIONAL EXPERIENCE

 

Signet Jewelers Limited (specialty jewelry retailer)

 

►

Chief Executive Officer, since August 2017

 

Assurex Health, Inc. (personalized medicine company)

 

►

President and Chief Executive Officer, August 2013 to July 2017

 

OTHER BOARD SERVICE

 

►

Director, Signet Jewelers Limited, since 2012

►

Director, Akron Children’s Hospital, since April 2019

►

Director, American Financial Group, Inc., 2013 to December 2021

►

Director, Assurex Health, Inc., August 2013 to July 2017

 

REASONS FOR NOMINATION

 

Ms. Drosos brings valuable skills and insights to the Board, including proven expertise in strategy, branding, marketing, digital commerce, and global operations. She has proven retail expertise in mergers and acquisitions and business expansions into new product lines, retail channels, and geographies. Ms. Drosos is the sitting CEO of a specialty retailer, she is a visionary and transformational leader with an entrepreneurial mindset, and she has a proven track record of growing and scaling global businesses through deep consumer understanding, product and experience innovation, and heightened employee engagement. Further, Ms. Drosos is actively involved in financial planning issues as the CEO of a public company, providing her with relevant expertise as a member of the Audit Committee and Finance Committee.

 

COMMITTEES	RELEVANT SKILLS
A  F

	ALAN D. FELDMAN
	Independent Director
	Age: 70
	Director since: 2005

 

PROFESSIONAL EXPERIENCE

 

Midas, Inc. (automotive repair and maintenance service provider)

 

►

Chairman, President and Chief Executive Officer, May 2006 to April 2012

►

President and Chief Executive Officer, January 2003 to April 2006

 

OTHER BOARD SERVICE

 

►

Director, John Bean Technologies Corporation, since July 2008

►

Director, GNC Holdings, Inc., June 2013 to June 2020

►

Director, Foundation Board, University of Illinois Foundation, since September 2012

 

REASONS FOR NOMINATION

 

Mr. Feldman has extensive chief executive, financial, and franchised retail experience as the former CEO of a public company specializing in retail franchises, providing him with relevant expertise as a member of the Human Capital Committee and Finance Committee.

 

COMMITTEES	RELEVANT SKILLS
F  H

2022 PROXY STATEMENT

19

PROPOSAL 1: ELECTION OF DIRECTORS

	GUILLERMO G. MARMOL
	Independent Director
	Age: 69
	Director since: 2011

 

PROFESSIONAL EXPERIENCE

 

Marmol & Associates (consulting firm that provides advisory services and investment capital to early-stage technology companies)

 

►

President, since March 2007 and October 2000 to May 2003

 

OTHER BOARD SERVICE

 

►

Non-executive Chief Executive Officer, Viron Therapeutics Holdings Inc., since 2021

►

Director and Audit Committee member, Morae Global Corporation, until August 2021

►

Director, Vitamin Shoppe, Inc., February 2016 to December 2019

►

Chair of the Board of Trustees, Center for a Free Cuba

 

REASONS FOR NOMINATION

 

Mr. Marmol has a significant background in information technology and systems, which is highly important to the Company as we continue to invest in our technology and systems and build a more powerful digital business to connect with our customers. Mr. Marmol also has extensive executive, financial, strategic analysis, and business process experience as a management consultant at Marmol & Associates and McKinsey & Company and a former senior executive officer of Luminant Worldwide Corporation, Electronic Data Systems Corporation, and Perot Systems Corporation, providing him with relevant expertise as a member of the Human Capital Committee and Audit Committee Chair.

 

COMMITTEES	RELEVANT SKILLS

	DARLENE NICOSIA
	Independent Director
	Age: 54
	Director since: 2020

 

PROFESSIONAL EXPERIENCE

 

The Coca-Cola Company (beverage company)

 

►

President, Canada and Northeast U.S., North America Operating Unit, since January 2021

►

President of the Canada Business Unit, January 2019 to January 2021

►

Vice President, Commercial Product Supply, May 2016 to January 2019

 

OTHER BOARD SERVICE

 

►

Advisory Board Member, Georgia Institute of Technology, Scheller College of Business

►

Chair of the Board, Canadian Beverage Association

►

Member, Food, Health, and Consumer Products of Canada Association

 

REASONS FOR NOMINATION

 

Ms. Nicosia brings to our Board a broad-based global business background, particularly brand-building and global supply chain management, gained through her experience in the consumer products industry. Throughout her career, Ms. Nicosia has led sustainability initiatives and navigated complex regulatory environments and shifting consumer preferences. Her extensive understanding of supply chain, marketing operations, third-party risk management, and business transformation is an asset to our Board, particularly our Audit Committee and Human Capital Committee.

 

COMMITTEES	RELEVANT SKILLS
A  H

20

Foot Locker, Inc.

PROPOSAL 1: ELECTION OF DIRECTORS

	STEVEN OAKLAND
	Independent Director
	Age: 61
	Director since: 2014

 

PROFESSIONAL EXPERIENCE

 

TreeHouse Foods, Inc. (manufacturer of packaged foods and beverages)

 

►

Chief Executive Officer and President, since March 2018

 

The J.M. Smucker Company (manufacturer of packaged foods and beverages)

 

►

Vice Chair and President, U.S. Food and Beverage, May 2016 to March 2018

►

President, Coffee and Foodservice, April 2015 to April 2016

 

OTHER BOARD SERVICE

 

►

Director, TreeHouse Foods, Inc.

►

Director and member of Compensation committee, Foster Farms

►

Director, Food Industry Association

►

Director, MTD Products, Inc., until December 2021

 

REASONS FOR NOMINATION

 

Mr. Oakland brings to our Board a broad-based business background and extensive experience in domestic and international consumer products operations, with particular strengths around business development, mergers and acquisitions, risk management, strategic planning, customer engagement, marketing, and brand building. Mr. Oakland is actively involved in governance and financial matters as the sitting CEO of a public company, providing him with relevant expertise as a member of the Responsibility Committee and Finance Committee Chair.

 

COMMITTEES	RELEVANT SKILLS

	ULICE PAYNE, JR.
	Independent Director
	Age: 66
	Director since: 2016

 

PROFESSIONAL EXPERIENCE

 

Cyber-Athletix, LLC (esports healthcare company)

 

►

President, since March 2021

 

Addison-Clifton, LLC (global trade compliance advisory services provider)

 

►

President and Managing Member, since May 2004

 

OTHER BOARD SERVICE

 

►

Director and member of the Audit and Governance and Sustainability committees, ManpowerGroup, Inc.

►

Director and member of the Finance Committee and Compensation Committee Chair, WEC Energy Group, Inc.

►

Director, Wisconsin Conservatory of Music

►

Director, The Northwestern Mutual Life Insurance Company, January 2005 to May 2018

 

REASONS FOR NOMINATION

 

Mr. Payne brings to our Board significant governance, operational, financial, public service, trade compliance, and international experience as a result of the many senior positions he has held, including as President and Managing Member of Addison-Clifton, LLC since May 2004, President and Chief Executive Officer of the Milwaukee Brewers Baseball Club from September 2002 to December 2003, Managing Partner of Foley & Lardner, LLP from 2001 to 2002, Partner of Foley & Lardner, LLP from February 1998 to September 2002, and the Wisconsin Commissioner of Securities from February 1985 to December 1987. Mr. Payne’s extensive experience provides him with relevant expertise as a member of the Audit Committee and Responsibility Committee Chair.

 

COMMITTEES	RELEVANT SKILLS

2022 PROXY STATEMENT

21

PROPOSAL 1: ELECTION OF DIRECTORS

	KIMBERLY UNDERHILL
	Independent Director
	Age: 57
	Director since: 2016

 

PROFESSIONAL EXPERIENCE

 

Boston Consulting Group (management consulting firm)  

 

►

Senior Advisor, since November 2021

 

Kimberly-Clark Corporation (manufacturer of branded personal care, consumer tissue, and professional healthcare products) 

 

►

President, North America Consumer, May 2018 to September 2021

►

Global President of Kimberly-Clark Professional, April 2014 to May 2018

 

OTHER BOARD SERVICE

 

►

Advisory board member, Rawhide Youth Services

►

Director, Board of Trustees, ThedaCare

►

Co-Chair and Leadership Giving Chair, United Way Fox Cities Campaign

►

Director and Compensation Committee Chair, Network of Executive Women, until 2021

►

Director, Kimberly-Clark de Mexico, S.A.B. de C.V., until September 2021

►

Director, Food Industry Association, until 2021

 

REASONS FOR NOMINATION

 

Ms. Underhill brings to our Board a broad-based business background and extensive experience in domestic and international consumer products operations, with particular strengths in marketing, brand building, strategic planning, international business, and business development. She is NACD Directorship Certified^TM. Ms. Underhill’s management resources experience from her prior service as a senior executive of a public company is relevant to both our Human Capital Committee, of which she is Chair, and Responsibility Committee, of which she is a member.

 

COMMITTEES	RELEVANT SKILLS

	TRISTAN WALKER
	Independent Director
	Age: 37
	Director since: 2020

 

PROFESSIONAL EXPERIENCE

 

Walker & Company Brands Inc. (manufacturer of health and beauty products for persons of color), a subsidiary of the Procter & Gamble Company

 

►

Founder and Chief Executive Officer, since April 2013

 

Heirloom Management Company, LLC (micro venture capital fund)

 

►

Managing Member, since March 2022

 

OTHER BOARD SERVICE

 

►

Director, Shake Shack, Inc.

►

Trustee, Children’s Healthcare of Atlanta

►

Chairman, CODE2040 (non-profit organization that matches high-performing Black and Latino software engineering students and graduates with technology firms and start-ups), until January 2020

 

REASONS FOR NOMINATION

 

Mr. Walker’s brand marketing and technology experience are deeply connected to the mission of designing solutions for consumers while bridging the gap between technology product innovation and youth culture. Mr. Walker understands how to utilize innovation and technology to drive change and deliver growth. His work at the intersection of technology and the consumer experience benefits our Board, and his financial and ESG experience as a CEO provides him with relevant expertise as a member of the Finance Committee and Responsibility Committee.

 

COMMITTEES	RELEVANT SKILLS
F  R

22

Foot Locker, Inc.

PROPOSAL 1: ELECTION OF DIRECTORS

DIRECTOR NOMINEES’ SKILLSET MATRIX

We believe that the director nominees possess the appropriate mix of diversity in terms of gender, age, ethnicity, skills, business and Board experience, and viewpoints. We have refreshed our Board over the past five years, as five highly-qualified directors were added to the Board and, as of the Annual Meeting, five directors will have retired during that time period.

2022 PROXY STATEMENT

23

PROPOSAL 1: ELECTION OF DIRECTORS

Each director is individually qualified to make unique and substantial contributions. Collectively, our directors’ diverse viewpoints and independent-mindedness enhance the quality and effectiveness of Board deliberations and decision making. This blend of qualifications, attributes, and tenure results in highly-effective oversight.

24

Foot Locker, Inc.

OUR BOARD OF DIRECTORS

Our By-Laws provide for a Board consisting of between 7 and 13 directors. The exact number of directors is determined from time to time by the entire Board. There are currently 11 directors on our Board. Mr. McKenna will be retiring when his term expires at the conclusion of the Annual Meeting, and the Board has fixed the number of directors at 10 effective at such time.

DIRECTORS’ INDEPENDENCE

A director is not considered independent under NYSE rules if they have a material relationship with the Company that would impair their independence. In addition to the independence criteria established by the NYSE, the Board has adopted categorical standards to assist it in making its independence determinations regarding individual directors. These categorical standards are contained in the Corporate Governance Guidelines, which are available at investors.footlocker-inc.com/cgg.

The Board has determined that the following categories of relationships are immaterial for purposes of determining whether a director is independent under the NYSE listing standards:

We individually inquire of each of our directors and executive officers about any transactions in which the Company and any of these related persons or their immediate family members are participants. We also make inquiries within the Company’s records for information on any of these kinds of transactions. Once we gather the information, we then review all relationships and transactions of which we are aware in which the Company and any of our directors, executive officers, their immediate family members, or 5% shareholders are participants to determine, based on the facts and circumstances, whether the related persons have a direct or indirect material interest. Our General Counsel’s office coordinates the related person transaction review process. The Responsibility Committee reviews any reported transactions involving directors and their immediate family members in making its recommendation to the Board on the independence of the directors. In approving, ratifying, or rejecting a related person transaction, the Responsibility Committee considers such information as it deems important to determine whether the transaction is on reasonable and competitive terms and is fair to the Company. The Company’s written policies and procedures for related person transactions are included within both the Corporate Governance Guidelines and the Code of Business Conduct. There were no related person transactions in 2021.

2022 PROXY STATEMENT

25

GOVERNANCE

The Board, upon the recommendation of the Responsibility Committee, has determined that the following directors are independent under the NYSE rules because they have no material relationship with the Company that would impair their independence:

DONA D.  YOUNG   Age: 68  Director since: 2001   Lead Independent  Director	VIRGINIA C.  DROSOS   Age: 59  Director since: 2022	ALAN D.  FELDMAN   Age: 70  Director since: 2005	GUILLERMO G.  MARMOL   Age: 69  Director since: 2011	MATTHEW M.  MCKENNA   Age: 71  Director since: 2006

DARLENE  NICOSIA   Age: 54  Director since: 2020	STEVEN  OAKLAND   Age: 61  Director since: 2014	ULICE  PAYNE, JR.   Age: 66  Director since: 2016	KIMBERLY  UNDERHILL   Age: 57  Director since: 2016	TRISTAN  WALKER   Age: 37  Director since: 2020

26

Foot Locker, Inc.

GOVERNANCE

BOARD TENURE AND TERM LIMITS

The Company is focused on having a well-constructed and high-performing Board. To that end, the Responsibility Committee selects director nominees who think and act independently and can clearly and effectively communicate their convictions. The Board does not believe long tenure alone presumptively renders a director to not be independent. Conversely, the Board recognizes the contributions experienced directors add to the Board. The Board has determined that its longer-tenured directors have important experience, bring diverse perspectives, and provide tangible value to the Board and the Company. The Board has also determined that their length of tenure has allowed these directors to accumulate valuable knowledge and experience based upon their history with the Company. This knowledge and experience improves the ability of the Board to provide constructive guidance and informed oversight to management. Furthermore, in the Board’s opinion, the length of tenure of its members has not in any way impaired the willingness of any director to question and confront any issue or exercise independent and impartial oversight of the Company in any area. The Board benefits from the contributions of its experienced directors who have developed insight into the Company over the course of their service on the Board.

The Responsibility Committee has specifically considered the feedback of some shareholders as well as the discussions of some commentators that suggest lengthy Board tenure should be balanced with new perspectives. Specific to the Company, the Responsibility Committee has structured the Board such that there are directors of varying tenures, with new directors and perspectives joining the Board over time while retaining the institutional memory of longer-tenured directors. Longer-tenured directors, balanced with newer directors, enhance the Board’s oversight capabilities. The Board believes it is important to balance refreshment with the need to retain directors who have developed, over time, significant insight into the Company and its operations and who continue to make valuable contributions to the Company that benefit our shareholders. The Board believes that it has an appropriate mix of longer-tenured directors and newer directors, which provides an appropriate and dynamic balance.

Furthermore, the Board has not adopted formal director term limits, in part, because the imposition of director term limits on a board implicitly discounts the value of experience and continuity among directors and runs the risk of excluding experienced and potentially valuable directors as a result of an arbitrary determination. In addition, imposing this restriction means the Board would lose the contributions of longer-tenured directors who have developed a deeper knowledge and understanding of the Company over time. The Board does not believe that long tenure impairs a director’s ability to act independently of management.

BOARD LEADERSHIP STRUCTURE

Our Board evaluates, from time to time as appropriate, whether the same person should serve as Chairman and CEO, or whether the positions should be held by different persons, in light of all relevant facts and circumstances and what it considers to be in the best interests of the Company and our shareholders. Since May 2016, the positions of Chairman and CEO have been held by Mr. Johnson, with Ms. Young serving as Lead Independent Director. The Board has utilized various leadership structures since 2010, as shown below:

The Board believes that, based on the Company’s current facts and circumstances, its Board leadership structure is appropriate.

2022 PROXY STATEMENT

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GOVERNANCE

NOTE FROM OUR LEAD INDEPENDENT DIRECTOR

 

Despite the many challenges we confronted and are continuing to experience—including impacts related to the COVID-19 pandemic, supply chain disruption, inflationary pressures, and an evolving geopolitical environment—we delivered record performance in 2021. While it is important to celebrate this achievement, the Board, like management, never rests because we recognize certain headwinds in the marketplace. Our Board is engaged in confronting these challenges and believes that our strategic plan puts the Company in a position of strength. On behalf of the Board, I am pleased to share with you some highlights of the governance work we have done to navigate these challenges and make strategic choices to create long-term, consistent shareholder value:

 

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Long-Term Strategy Oversight. The Board has overseen the long-term strategy initiatives implemented in 2021 to diversify our brands, categories, and channels, as well as expand our demographic and geographic customer base with the acquisitions of WSS and atmos. As the business and industry continue to evolve, the Board remains engaged and committed to accelerating certain initiatives in 2022 as a part of our long-term strategy to address the accelerated strategic shift to DTC by our vendors while also returning capital to shareholders, including further diversification of our merchandise and vendor mix, accelerating our off-mall pivot and key growth banner rollout, enhancing omni-channel evolution efforts, and implementing a new cost savings program.

 

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Board Refreshment. Ongoing Board refreshment is critical to ensure we have the right mix of skills, diversity, and expertise to support the Company’s progress. We recently strengthened our Board with the election of Gina Drosos in February 2022 in anticipation of Matt McKenna’s retirement from the Board in May 2022. Gina brings significant financial, industry, and operational experience from her current role as a sitting CEO of a speciality retailer.

 

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Succession Planning. The Board believes that a high-performing management team is critical to our success as a global brand that leads with purpose. To ensure we have the appropriate succession plan in place, the full Board is engaged in a long-term process with management to maximize the pool of emerging diverse talent who possess the skills, experiences, and attributes required to be effective leaders in light of the Company’s global business strategies, opportunities, and challenges. For additional information, see Human Capital Management and Succession Planning Oversight on page 34.

 

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Shareholder Engagement. Our Board serves at the pleasure of you, our shareholders. Therefore, as a Board, one of our highest priorities is hearing from you, our shareholders, who have entrusted us with this responsibility. For the past five years, I have led, on behalf of our Board, a structured and governance-focused shareholder engagement program designed to accomplish this by facilitating transparency and creating a platform to receive shareholder feedback to share with the Board. For additional information, see Shareholder Engagement on page 38.

 

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ESG. ESG is embedded in our ability to achieve our strategic imperatives. The Board has worked with management in its oversight capacity to support the integration of its ESG efforts into its over-arching growth strategy, as illustrated in our Impact Report. For example, we believe DIBs is a strategic business driver. Management and the Board have been tested in multiple ways throughout the pandemic and our diversity has proven to be an important asset, which has led us to make better strategic decisions. For additional information regarding our global ESG program and Board oversight, see ESG on page 96, ESG Oversight on page 35, and our Impact Report, which is available at investors.footlocker-inc.com/impactreport.

 

The Board is incredibly grateful to all our stakeholders for their continued commitment to supporting the Company.

 

“While the Board knows that it is important to celebrate the Company’s record performance in 2021, the Board, like management, never rests because we recognize certain headwinds in the marketplace and our oversight responsibility to make the strategic decisions necessary to create long-term, consistent value for you, our shareholders.”   DONA D. YOUNG  Lead Independent Director

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GOVERNANCE

DIRECTOR ON-BOARDING

We have a two-phase on-boarding program for new directors that is intended to educate a new director on the Company and the Board’s practices:

DIRECTOR CONTINUING EDUCATION

Director education is an ongoing process, which begins when a director joins our Board. We host quarterly Board and committee presentations and separate education sessions to keep directors appropriately apprised of key developments concerning the following topics so they can effectively carry out their oversight responsibilities:

We also encourage all directors to attend other continuing education programs to maintain their expertise and share takeaways with the other directors on these programs. We reimburse directors for reasonable expenses incurred in attending continuing education programs. Our directors have attended a variety of continuing education programs, conferences, and events hosted by universities, trade groups, law firms, accounting firms, and other advisory service firms on a variety of topics, including the following:

2022 PROXY STATEMENT

29

GOVERNANCE

MANDATORY RESIGNATION OR RETIREMENT

The Board has established a policy whereby a non-employee director is required to advise the Responsibility Committee Chair of any change to their principal employment. If requested by the Responsibility Committee Chair, after consultation with the other members of the Responsibility Committee, the director is required to submit a letter of resignation to the Responsibility Committee Chair, for the Responsibility Committee to consider.

The Corporate Governance Guidelines also require that directors retire from the Board at the annual meeting following the director’s 72nd birthday.

CORPORATE GOVERNANCE GUIDELINES

The Corporate Governance Guidelines assist the Board in the exercise of its governance responsibilities and serve as a framework within which the Board may conduct its business, including the following duties:

The Board periodically reviews the guidelines and revises them, as appropriate. The Corporate Governance Guidelines are available at investors.footlocker-inc.com/cgg.

BOARD ATTENDANCE

The Board held 11 meetings during 2021. Each director attended at least 95% of the aggregate of all Board and committee meetings for the committees on which they served during 2021.

The Board holds regularly-scheduled executive sessions of independent directors in conjunction with each Board meeting. Ms. Young, as Lead Independent Director, presides at these executive sessions.

Directors are expected to attend annual meetings. The annual meeting is typically scheduled on the same day as a quarterly Board meeting. In 2021, all of the directors attended the annual meeting, which was held virtually given the health and safety concerns surrounding the COVID-19 pandemic.

RETENTION OF OUTSIDE ADVISORS

The Board and all of its committees have authority to retain outside advisors and consultants that they consider necessary or appropriate in carrying out their respective responsibilities. The independent accountants are retained by, and report directly to, the Audit Committee. In addition, the Audit Committee is responsible for overseeing the qualifications, performance, and compensation of the internal auditors, which the Company has partially outsourced to an independent public accounting firm. Similarly, the consultant retained by the Human Capital Committee to assist in evaluating senior executive compensation reports directly to that committee.

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Foot Locker, Inc.

GOVERNANCE

BOARD EVALUATIONS

The Board and its committees engage in a robust Board and committee assessment process every year, and a 360-degree peer and self-assessment facilitated by an independent third party approximately every three years, both designed to elicit candid feedback regarding the areas in which the Board and its committees could improve, as described in the table below. The Board last conducted a 360-degree peer and self-assessment in 2021.

2022 PROXY STATEMENT

31

GOVERNANCE

STOCK OWNERSHIP GUIDELINES

The Company’s Stock Ownership Guidelines align the interests of non-employee directors and executives with the interests of shareholders, and promote the Company’s commitment to sound corporate governance. These guidelines apply to the Company’s non-employee directors, executive officers, corporate officers, and certain other executives. The participants are expected to achieve and maintain beneficial ownership of Common Stock having a value equal to at least the multiple indicated in the table below of the remuneration payable to them from time to time. The individual guidelines established for each participant are as follows:

Position	Multiple
Non-Employee Director	4x	Annual Retainer Fee  (both Cash and Equity)
Chief Executive Officer	6x	Annual Base Salary Rate
Chief Operating Officer	4x	Annual Base Salary Rate
Executive Vice President	3x	Annual Base Salary Rate
Senior Vice President  Senior Vice President and General Manager	2x	Annual Base Salary Rate
Corporate Vice President  Vice President and General Manager Select Vice Presidents	0.5x	Annual Base Salary Rate

For purposes of calculating beneficial ownership, (i) Common Stock, RSUs, and DSUs count towards ownership, (ii) PSUs and ESPP shares count once earned and purchased, respectively, and (iii) stock options and shares held through the 401(k) Plan are disregarded.

Executives and Non-Employee Directors are required to achieve their Stock Ownership Guideline within five years of their hiring or promotion effective date that caused such employee to be covered by these guidelines, and their election to the Board, respectively. In the event of any increase in the required ownership level, either as a result of an increase in the remuneration paid or the multiple, the target date for compliance with such increased ownership guideline is five years after the effective date of such increase.

In the event any person subject to these guidelines fails to be in compliance by the applicable compliance date, they are required to hold the net shares obtained through all future stock option exercises and RSU vestings, after withholding for the payment of applicable taxes, until such person is in compliance; provided, however, that in order to take into consideration fluctuations in the Company’s stock price, any person who has been in compliance as of the end of at least one of the two preceding fiscal years and who has not subsequently sold shares will not be subject to the holding requirements.

The Responsibility Committee will consider a Non-Employee Director’s failure to comply with these guidelines when considering that director for re-election to the Board.

The Company measures compliance at the end of each fiscal year, with the compliance determination at that point in time applying for the entire ensuing fiscal year, regardless of fluctuations in the Company’s stock price.

All director nominees, the CEO, and all other executives subject to these guidelines were in compliance as of the end of the 2021 fiscal year.

POLITICAL CONTRIBUTIONS AND PUBLIC ADVOCACY

Our Code of Business Conduct prohibits making contributions on behalf of the Company to political parties, political action committees, political candidates, or holders of public office.

The Company is a member of certain trade associations, which support their member companies by offering educational forums, public policy advocacy, networking, and advancement of issues important to the retail and footwear industries, as well as the business community generally. Given the diversity of interests, viewpoints, and broad membership represented by these trade associations, the positions they take may not always reflect the Company’s positions. Also, we monitor the use of membership dues paid to trade associations for consistency with the Company’s values and business objectives.

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Foot Locker, Inc.

GOVERNANCE

The Company is a member of, and has paid membership fees to, the following organizations which, as part of their overall activities, may engage in advocacy activities with regard to issues important to the retail or footwear industries or the business community generally, as applicable:

Mr. Johnson is a director of FDRA and Chairman of RILA.

Notwithstanding these policies, we believe that our stakeholders look to us for leadership and to have a voice that is aligned with their values. As a purpose-driven organization, we have an obligation to add our voice and actions to drive meaningful and lasting change within our Company and the communities we serve.

For additional information regarding our Board’s political and public advocacy oversight, see Political and Public Advocacy Oversight on page 36.

OUR BOARD’S OVERSIGHT OF OUR BUSINESS

Oversight of the Company’s business strategy is a key responsibility of the Board, including work embedded in the Board committees. The Board believes that overseeing and monitoring strategy is a continuous process and takes a multilayered approach in exercising its duties. The Board’s oversight and management’s execution of business strategy are viewed with a long-term mindset and a focus on assessing both opportunities for, and potential risks to, the Company. In addition to financial and operational performance, other measures, including ESG goals, are discussed regularly by the Board and its committees.

The Board believes deeply that it must be fit for its purpose and provide strategic value to the Company. This dynamic has been highlighted during the COVID-19 pandemic, as the Board’s focus quickly pivoted toward protecting the communities we serve, keeping our team members safe, and maintaining financial stability for our shareholders.

While the Board and its committees oversee strategic planning, management is charged with developing and executing the business strategy. Management is completely transparent with the Board. To monitor the performance of the Company’s strategic goals, the Board maintains an open dialogue with, has regular access to, and receives ongoing updates from, management. For example, our Lead Independent Director has monthly calls with management, and each of the committee chairs regularly engages with their respective management liaisons. These discussions are enhanced with “hands-on” experiences, such as store and facility visits, to provide directors with opportunities to see strategy execution first hand.

2022 PROXY STATEMENT

33

GOVERNANCE

HUMAN CAPITAL MANAGEMENT AND SUCCESSION PLANNING OVERSIGHT

The Board believes that the strength of the Company’s workforce is one of the significant contributors to our success as a global brand that leads with purpose. One of the primary responsibilities of the Board is to ensure that the Company has a high-performing CEO and management team. To meet that goal, the Board, the Human Capital Committee, the Responsibility Committee, and management share responsibility for management development and succession planning:

For additional information on the Company’s human capital management strategies and initiatives, see our Annual Report, which is available at investors.footlocker-inc.com/ar.

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Foot Locker, Inc.

GOVERNANCE

ESG OVERSIGHT

The Board is actively engaged in the oversight of the Company’s global ESG program. In exercising its authority, the Board recognizes that the long-term interests of our shareholders are best advanced when considering other stakeholders and interested parties, including customers, team members, business partners, and the communities we serve. The Responsibility Committee oversees our global ESG program, and the Board receives updates from the Responsibility Committee Chair throughout the year. In addition, each of the Audit Committee, Finance Committee, and Human Capital Committee have certain ESG oversight responsibilities relevant to their respective committees.

	Inspired by engagement with our shareholders, the Company has begun publishing an annual Impact Report. The Impact Report provides details on our global ESG program, consistent with the SASB reporting standards and TCFD reporting framework. Our global ESG program is focused on:
	For additional information regarding our global ESG program and Board oversight, see ESG on page 96, ESG Oversight on page 35, and our Impact Report, which is available at investors.footlocker-inc.com/impactreport.

The Company has adopted the following policy statements related to its global ESG program:

2022 Proxy Statement

35

GOVERNANCE

POLITICAL AND PUBLIC ADVOCACY OVERSIGHT

Our Board has political and public advocacy oversight responsibility, including ensuring that management’s political and lobbying expenditures are aligned with the Company’s strategy. The Board has adopted policies and procedures to oversee political and lobbying expenditures. As part of its ESG oversight responsibility, the Responsibility Committee reviews annually the Board’s policies and procedures regarding politics and public advocacy and that the Company’s publicly-stated positions are aligned with its related activities and spending. For additional information regarding our policies concerning political contributions and public advocacy, see Political Contributions and Public Advocacy beginning on page 32.

RISK OVERSIGHT

The Board has oversight responsibilities regarding risks that could affect the Company. Oversight for some of these risks is assigned to the committees—largely the Audit Committee—based on the individual risk.

The Audit Committee has established procedures for reviewing the Company’s risks. These procedures include regular risk monitoring by management to update current risks and identify potential new and emerging risks, quarterly risk reviews by management with the Audit Committee, and an annual risk report to the Board. In addition, the Audit Committee receives regular briefings from our Chief Information Security Officer, Chief Financial Officer, Chief Accounting Officer, General Counsel, Vice President of Internal Audit, and outside experts on cybersecurity risks and cyber risk oversight. During these meetings, the Audit Committee and management discuss these risks, risk management activities and efforts, best practices, lessons learned from incidents at other companies, the effectiveness of our security measures, and other related matters. The Audit Committee Chair reports on the committee’s meetings, considerations, and actions to the Board at the next Board meeting following each Audit Committee meeting.

The Human Capital Committee considers risk in relation to the Company’s compensation policies and practices. The Human Capital Committee’s independent compensation consultant provides an annual report to the committee on risk relative to the Company’s compensation programs.

The Company believes that this risk oversight process is appropriate in light of the Company’s business, size, and active senior management participation, including by the CEO, in managing risk and holding regular discussions on risk with the Audit Committee, the Human Capital Committee, and the Board.

CYBERSECURITY

We are subject to technology risks, including failures, security breaches, and cybersecurity risks, that could harm our business, damage our reputation, and increase our costs in an effort to protect against such risks. Our cybersecurity program includes the following elements:

PRIVACY

Our Privacy Policies and Privacy Statements govern our treatment of customer data. Our policies provide explanations of the types of customer personal information we collect, how we use and share that information, and the measures we take to protect the security of that information. Our policies provide multiple points of contact through which our customers may initiate inquiries, requests, and raise concerns to us regarding our collection, sharing, and use of their personal data. Our privacy policies and practices in the European Union were updated in 2018 in response to the GDPR requirements. Similarly, our privacy statements and practices in the United States were updated in response to CCPA, which came into force in January 2020.

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Foot Locker, Inc.

GOVERNANCE

CODE OF BUSINESS CONDUCT

The Company has adopted a Code of Business Conduct applicable to directors, officers, and all other team members. The Company periodically reviews the Code of Business Conduct and revises it, as appropriate. Any waivers of the Code of Business Conduct for directors and officers must be approved by the Audit Committee. The Code of Business Conduct is available at investors.footlocker-inc.com/cobc, and all current waivers for directors and officers are available at investors.footlocker-inc.com/cobcwaivers.

GLOBAL SOURCING GUIDELINES

Without a sound commitment to human rights and implementation through due diligence, jobs can be precarious, compensation can be below a living wage, and individuals can be subjected to modern day slavery, among a range of other potential impacts. Therefore, as part of our ESG program, we have policies, processes, and practices in place to systematize our human rights approach and how we respond to serious allegations. This is a public good for all stakeholders.

Our Global Sourcing Guidelines require all of our suppliers to respect certain employment standards that we believe should be universal, notwithstanding more relaxed standards (if any) imposed by law. In the selection of our suppliers, we work hard to choose reputable business partners who are committed to our ethical standards and business practices. The Global Sourcing Guidelines are distributed annually to each of our suppliers and each supplier agrees that, by accepting orders from us, it will abide by and implement its terms and require the same from each of its subcontractors. Each of our suppliers acknowledges that its failure to honor these guidelines will compel us to reevaluate, and possibly terminate, our business relationship with them. The Global Sourcing Guidelines are an integral part of our purchase agreements with suppliers, and to assure conformity with the Global Sourcing Guidelines, we reserve the right to make periodic, unannounced inspections of their facilities, and suppliers agree to maintain and provide upon request all documentation necessary to demonstrate compliance.

Our Global Sourcing Guidelines provide the following:

The Company periodically reviews the guidelines and revises them, as appropriate. The Global Sourcing Guidelines are available at investors.footlocker-inc.com/gsg.

2022 Proxy Statement

37

GOVERNANCE

38

Foot Locker, Inc.

GOVERNANCE

COMMUNICATIONS WITH THE BOARD

Shareholders and other interested parties who wish to communicate directly with the independent directors of the Board should send a letter to the Board. The Procedures for Communications with the Board are available at investors.footlocker-inc.com/boardcomms. Our Secretary will promptly send a copy of the communication to the Lead Independent Director, who may direct our Secretary to send a copy of the communication to the other independent directors and may determine whether a meeting of the independent directors should be called to review the communication.

MAJORITY VOTING IN THE ELECTION OF DIRECTORS

Directors must be elected by a majority of the votes cast in elections for which the number of nominees for election does not exceed the number of directors to be elected. A plurality vote standard applies to contested elections where the number of nominees exceeds the number of directors to be elected. Our Corporate Governance Guidelines provide that any incumbent director who does not receive a majority of the votes cast in an uncontested election is required to tender their resignation for consideration by the Responsibility Committee. The Responsibility Committee will make a recommendation to the Board whether to accept or reject the resignation, or take other action. The director who tenders their resignation will not participate in the Responsibility Committee or Board’s decision. In determining its recommendation to the Board, the Responsibility Committee will consider all factors that it deems relevant. Following such determination, the Company will promptly publicly disclose the Board’s decision, including, if applicable, the reasons for rejecting the tendered resignation.

PROXY ACCESS

Under our proxy access by-law, a shareholder, or a group of up to 20 shareholders, owning at least 3% of the Common Stock continuously for at least three years as of the date of the notice of nomination, may nominate and include in the Company’s proxy materials director nominees constituting up to two individuals or 20% of the Board, whichever is greater (subject to certain limitations set forth in the By-Laws), provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the By-Laws.

2022 Proxy Statement

39

Our Board consists of individuals from a diverse range of backgrounds—in terms of gender, age, ethnicity, skills, and business and Board experience—with an equally diverse range of perspectives. What our Board shares is a common desire to support and oversee management in achieving the Company’s purpose to inspire and empower youth culture.

The Board has delegated certain duties to its committees, which assist the Board in carrying out its responsibilities. There are five standing committees of the Board. Each independent director serves on at least two committees.

The Board has adopted charters for each of the Audit Committee (investors.footlocker-inc.com/audit), Finance Committee (investors. footlocker-inc.com/finance), Human Capital Committee (investors.footlocker-inc.com/comp), and Responsibility Committee (investors.footlocker-inc.com/gov).

As a general principle, the Board believes that the periodic rotation of committee and committee chair assignments on a staggered basis provides opportunities to foster diverse perspectives, develops further the depth and breadth of knowledge within the Board, and prepares the Board for future director succession. In May 2021, Mr. McKenna rotated off as Chair of the Finance Committee, and was replaced by Mr. Oakland, and Mr. Oakland rotated off as Chair of the Responsibility Committee, and was replaced by Mr. Payne. In February 2022, Ms. Drosos was added to the Audit and Finance Committees.

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Foot Locker, Inc.

	AUDIT     GUILLERMO G. MARMOL Chair	Other Members: Drosos, McKenna, Nicosia, Payne, and Young	9 meetings in 2021

This committee consists of six independent directors, as independence is defined under the SEC and NYSE rules applicable to audit committee members. All of the members meet the expertise requirements under the NYSE rules. The Board has determined that Mr. McKenna qualifies as an “audit committee financial expert,” as defined by the rules under the Exchange Act, through his relevant experience as a former senior financial executive of a large multinational corporation. The Board believes that there are other directors who would also qualify for this designation and the Board will designate a new “audit committee financial expert” upon Mr. McKenna’s retirement.

The Audit Committee Report appears on page 101.

	EXECUTIVE     RICHARD A. JOHNSON Chair	Other Members: Marmol, Oakland, Payne, Underhill, and Young	No meetings in 2021

KEY OVERSIGHT RESPONSIBILITY

	FINANCE     STEVEN OAKLAND Chair	Other Members: Drosos, Feldman, McKenna, and Walker	5 meetings in 2021

2022 PROXY STATEMENT

41

BOARD OF DIRECTORS

	HUMAN CAPITAL       KIMBERLY UNDERHILL Chair	Other Members: Feldman, Marmol, and Nicosia	4 meetings in 2021

KEY OVERSIGHT RESPONSIBILITIES

This committee consists of four independent directors, as independence is defined under the NYSE rules applicable to compensation committee members.

See the CD&A beginning on page 50 for a discussion of the Human Capital Committee’s procedures for determining compensation, and the Human Capital Committee Report on page 69.

	RESPONSIBILITY       ULICE PAYNE, JR. Chair	Other Members: Oakland, Underhill, Walker, and Young	4 meetings in 2021

Shareholders who wish to recommend candidates for Board membership may contact the Responsibility Committee in the manner described under Communications with the Board on page 39. Shareholder nominations must be made according to the procedures required under, and within the timeframe described in, the By-Laws and under Deadlines and Procedures for Nominations and Shareholder Proposals for the 2023 Annual Meeting on page 104. Shareholder-recommended candidates and shareholder nominees whose nominations comply with these procedures will be evaluated by the Responsibility Committee in the same manner as the Company’s nominees.

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Foot Locker, Inc.

BOARD OF DIRECTORS

DIRECTOR COMPENSATION

This discussion relates to the compensation we pay to non-employee directors. We do not pay additional compensation to any director for service on the Board or any committee who is also a Company employee.

KEY PRINCIPLES OF DIRECTOR COMPENSATION PROGRAM

The Company compensates its non-employee directors for their service according to the following principles:

2022 PROXY STATEMENT

43

BOARD OF DIRECTORS

COMPONENTS OF DIRECTOR COMPENSATION PROGRAM

The Company’s non-employee directors were paid in the following fees in 2021:

Each non-employee director’s compensation, inclusive of cash and equity, is capped at $600,000 per fiscal year. Directors are eligible to receive the same discount on purchases of merchandise from our stores, catalogs, and websites that is available to team members.

For all compensation periods through and including fiscal 2021, six of our current directors have previously elected to defer all or a portion of one or more of their annual retainers into DSUs, and none of the current directors have elected to place any amount of their annual retainer fees into an interest account.

GOVERNANCE

The Human Capital Committee and Responsibility Committee jointly oversee our non-employee director compensation program, conduct annual reviews, and make recommendations for adjustments, as appropriate, to the Board. The Responsibility Committee reviews trends and governance with regard to non-employee directors’ compensation. Following consultation with the Responsibility Committee, the Human Capital Committee reviews non-employee directors’ compensation and makes recommendations to the Board concerning the form and amount of non-employee directors’ compensation.

In connection with the review conducted in fiscal year 2021, the outside compensation consultant assessed the compensation paid to our non-employee directors against non-employee director compensation trends and data from our company peer group, including overall trends and governance principles, market competitiveness of our program, and the mix of cash and equity provided under our program. Following this review, no changes were made to the non-employee director compensation program in 2021 because the program was competitive with the Company’s peer group median. Other aspects of the program, including the mix of cash and equity, were found to be aligned with industry norms and best practices.

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Foot Locker, Inc.

BOARD OF DIRECTORS

FISCAL 2021 DIRECTOR COMPENSATION

The amounts paid to each non-employee director for fiscal 2021, including amounts deferred under the Stock Incentive Plan, and the RSUs granted to each director are reported in the tables below: