TABLE OF CONTENTS

2024 PROXY STATEMENT

i

DEFINED TERMS

ii	Foot Locker, Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the U.S. securities laws. Other than statements of historical facts, all statements that address activities, events, or developments that the Company anticipates will or may occur in the future, including, but not limited to, future merchandise and vendor mix, real estate opportunities, strategic partnerships, loyalty program, technology investments, capital expenditures, strategic plans, financial objectives, growth of the Company’s business and operations, and other such matters, are forward-looking statements. These forward-looking statements are based on many assumptions and factors, which are detailed in the Company’s SEC filings.

These forward-looking statements are based largely on our expectations and judgments and are subject to a number of risks and uncertainties, many of which are unforeseeable and beyond our control. For additional discussion on risks and uncertainties that may affect forward-looking statements, see “Risk Factors” disclosed in the Annual Report and subsequent SEC filings. Any changes in such assumptions or factors could produce significantly different results. The Company undertakes no obligation to update forward-looking statements, whether as a result of new information, future events, or otherwise. Website references throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this Proxy Statement.

2024 PROXY STATEMENT

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NOTICE OF ANNUAL MEETING

DATE AND TIME May 21, 2024 at 9:00 a.m. EDT

VIRTUAL MEETING SITE virtualshareholdermeeting.com/FL2024

RECORD DATE Shareholders of record as of March 25, 2024 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
		Elect nine directors to the Board to serve for one-year terms			FOR each of the nominees
		Vote, on an advisory basis, to approve the NEOs’ compensation			FOR		Majority of Votes Cast by Shareholders
		Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for Fiscal 2024			FOR

In addition, the Board may transact such other business as may properly come before the Annual Meeting and at any adjournment or postponement of the meeting.

1	Foot Locker, Inc.

NOTIce OF ANNuAl MeeTINg

PROXY VOTING

You may vote using any of the following methods:

On or about April 11, 2024, we started mailing a Notice to our shareholders. Proxies are being solicited by the Board to be voted at our Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 21, 2024

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

April 11, 2024

ANTHONY D. FOTI (he/him/his)

Senior Vice President, Deputy General Counsel and Corporate Secretary

2024 PROXY STATEMENT

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Dear Fellow Shareholders:
Our vision at Foot Locker, Inc. is to be known as the “go to” destination for discovering and buying sneakers globally. Our mission is to unlock the “inner sneakerhead” in all of us. The Lace Up Plan is designed to support our vision and mission, and our plan delivers for all of our stakeholders: for customers, we will be their destination for “all things sneakers, unlocking the inner sneakerhead in all of us;” for brand partners, we will partner to build brand equity and incremental growth; for team members, we offer job and career opportunities for our young and diverse team members that leverage our Stripers’ passion for sneaker culture; for communities, we will continue to invest in economic development and education for the communities we serve; and for investors, we will provide longer-term, profitable growth and attractive returns.
As we reflect on the past year, 2023 presented the Company with certain macroeconomic and consumer-related pressures in addition to Company-specific factors, including elevated inventories. In the face of those challenges, the team focused on both delivering near-term results and executing the Lace Up Plan by closing under-performing stores and building out our loyalty program and digital capabilities to drive long-term shareholder value creation.
Notable achievements and progress on our Lace Up Plan in 2023 included:
►	Expand Sneaker Culture. We are harnessing our multi-branded leadership position to expand sneaker culture by serving more sneaker occasions, providing more sneaker choices, and driving greater sneaker distinction. Despite allocation changes in 2023, we collaborated with our largest partner, Nike, Inc., on our mutual key pillars of basketball, kids, and sneaker culture, and we look forward to continuing to enhance the partnership in 2024. Further, sales of brands beyond Nike in our core banners outpaced our total Company sales, as penetration of our other brands in our business reached 35% of sales compared to 33% in 2022. Additionally, we grew our door counts with vendors, including New Balance, On Running, and Hoka.		“Looking to 2024, we are repositioning Foot Locker, Inc. for the future. Our momentum—particularly in the second half of the year—means that we are entering 2024 positioned for a recovery, and on the path to reaching 8.5%-9.0%(1) in EBIT margins by 2028.”
►	Power Up the Portfolio. We opened 69 new format stores at our Foot Locker banner, including our highly-compelling Power and Community store concepts, that now total 242 doors. We are well on our way to achieving our goal for these formats to comprise at least 20% of our square footage in North America, compared with 16% today. In 2023, we also began a meaningful store refresh program designed to create a more consistent and elevated brand experience for our Foot Locker and Kids Foot Locker banners. Initial results from our refreshed stores have been encouraging, and we intend to accelerate this refresh work to approximately two-thirds of our global Foot Locker and Kids Foot Locker doors by the end of next year. Additionally, our Off-Mall square footage increased to 39% of our footprint in North America, up from approximately 34% in 2022. Finally, we are creating more distinction among our banners and transforming our real estate footprint. In 2023, we made strides to reposition the Champs Sports banner by focusing its store base to serve the active athlete consumer.
►	Deepen Our Relationships with Customers. In 2023, we began to reignite the Foot Locker brand by launching our new global platform “The Heart of Sneakers” and investing in brand-building marketing strategies. We will continue to make strategic investments in marketing in 2024 and beyond to drive customer engagement and evolve and elevate the brand experience across channels. To deepen customer loyalty, we piloted an enhanced FLX loyalty program in Canada. This re-imagined membership program is resonating with a broader range of our customers and driving lift. We are excited to roll out this program to the rest of North America in 2024, and globally in 2025.
►	Be Best-in-Class Omni. We saw meaningful gains in our digital penetration in 2023, which reached 17.2% of sales, compared to 16.3% in 2022, after adjusting for the wind-down of our digital-only banner, Eastbay, in 2022. Our momentum was driven by meaningful improvements to our sites’ customer experience, including enhanced search capability, site navigation, filtering, product recommendations, and cart and checkout optimizations, among others. While we are still in the early innings of our digital transformation, we continue to target 25% digital penetration by 2026. We are confident we will further build on our progress in 2024, including with the launch of our new and refreshed mobile Foot Locker app.

3	Foot Locker, Inc.

In addition to executing on our strategic imperatives, we advanced key business initiatives in 2023 to help us return to longer-term growth, including:

Looking to 2024, we are repositioning Foot Locker, Inc. for the future. Our momentum—particularly in the second half of the year—means that we are entering 2024 positioned for a recovery, and on the path to reaching 8.5%-9.0%⁽¹⁾ in EBIT margins by 2028.

I thank you —our shareholders—for your ongoing support. I also thank our Board of Directors for their expertise, guidance, and support, and our 45,000 team members for their hard work and passion for serving our customers.

I am excited to continue unlocking the inner sneakerhead in all of us in 2024 and beyond.

MARY N. DIllON (she/her/hers) President and Chief Executive Officer

2024 PROXY STATEMENT

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Dear Fellow Shareholders:
Foot Locker, Inc. is an iconic company that has shaped sneaker culture for 50 years. I am incredibly honored to serve you, our shareholders, as Non-Executive Chair of the Board, and to partner with our Chief Executive Officer, Mary Dillon, and her executive leadership team as they execute the Lace Up Plan.			“Foot Locker, Inc. is an iconic company that has shaped sneaker culture for 50 years. The Board is actively engaged in overseeing the Company’s long-term strategy to position the business for the next 50 years of growth.”
Against a backdrop of macroeconomic and consumer-related challenges in 2023, as well as Company-specific factors, the executive leadership team focused on both delivering near-term results and executing the Lace Up Plan. Highlights from 2023 include the following:
►	Long-Term Strategy Oversight. In 2023, the Board oversaw the development of the Lace Up Plan. The Board is now focused on overseeing the execution and delivery of results under the plan, reflecting the Board’s confidence in and commitment to the plan, as management undertakes to simplify the Company’s operations, invest behind longer-term growth, and build the team for the future. The Board is accountable to create shareholder value and fully aligned with management on the strategies outlined within the plan. With a focus on the four pillars of the Lace Up Plan, the Board formed the Technology Committee to provide deeper engagement on IT infrastructure and digital oversight, including progress against the GTS strategy and the return on GTS investments. The HCC Committee also undertook a comprehensive review of the executive compensation program, with changes effective in 2024 designed to further drive results under the Lace Up Plan. As the business and industry continue to evolve, the Board will remain focused on management’s execution of the Lace Up Plan, and its key objectives of expanding sneaker culture, powering up our portfolio, deepening our relationship with customers, and being best-in-class omni.
►	Board Refreshment. Because the Board believes deeply that it must be fit for its purpose and provide strategic value to the Company, ongoing Board refreshment is critical to ensure we have the right mix of skills, diversity, and expertise to support the Company. I want to thank Alan Feldman, who will retire from the Board at the Annual Meeting, after 19 years of exemplary service and devotion to the Company and our shareholders. Alan’s extensive retail experience across multiple retail formats and his tenure as a public company CEO in the retail industry have provided an invaluable source of insights and perspectives to the Company and the Board. The Board recognizes and expresses deep gratitude to Alan for his years of service. Upon the recommendation of the NCR Committee, at this time the Board has decided to decrease the size of the Board from ten to nine directors effective upon Alan’s retirement. The Board will continue to assess the size and composition of the Board.
►	Shareholder Engagement. Our Board serves at the pleasure of 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 several 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 that is shared with the Board. During the 2023 shareholder engagement cycle, we met individually with shareholders representing over 46% of our total shares outstanding, as well as proxy advisory firms, to discuss various topics, including the Board’s oversight of the Lace Up Plan, our Board’s assessment process, Board and management succession, executive compensation, and key supply chain risks. The feedback gathered from shareholder engagement has been considered by the Board as it reviews changes and updates to the Company’s policies, practices, and public disclosures. We look forward to continuing our dialogue with you in the future. For additional information, see Shareholder Engagement beginning on page 36.

5	Foot Locker, Inc.

►

Responsible Business Stewardship. We are committed to operating the Company in a responsible manner consistent with our values. This is necessary to achieve our strategic imperatives. The Board has partnered with management to support these efforts in the execution of the Lace Up Plan. For additional information regarding our responsible business efforts and Board oversight, see our Impact Report, which is available at investors.footlocker-inc.com/impactreport.

 

The Board believes that the foundation established in 2023 will set the stage for the Company’s next 50 years, and remains committed to the strategic imperatives outlined in the Lace Up Plan. I am immensely proud of the company that Foot Locker, Inc. is today and will be in the future.

 

On behalf of the Board, I am incredibly grateful to all our shareholders for their continued commitment to supporting the Company during this period of transformation. The Board, management team, and Foot Locker, Inc.’s 45,000 team members around the world are building upon our strong foundation and helping to shape the Company’s future, one pair of sneakers at a time.

 

The Notice and this Proxy Statement each contain details of the business to be conducted at the Annual Meeting. I also encourage you to review our Annual Report, which is available at investors.footlocker-inc.com/ar. Your participation is important to us, so please exercise your right to vote your shares. We hope that we have the chance to see you unlock your “inner sneakerhead” through a visit to a Foot Locker store, our website, or our mobile app.

 

 

 

 

 

 

 

 

DONA D. YOuNg (she/her/hers) Non-Executive Chair

2024 PROXY STATEMENT

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ABOUT FOOT LOCKER, INC.

ALL THINGS SNEAKERS

Foot Locker, Inc. (NYSE: FL) is a leading footwear and apparel retailer that unlocks the “inner sneakerhead” in all of us. With approximately 2,500 retail stores in 26 countries across North America, Europe, Asia, Australia, and New Zealand, and a licensed store presence in the Middle East and Asia, Foot Locker, Inc. has a strong history of sneaker authority that sparks discovery and ignites the power of sneaker culture through its portfolio of brands, including Foot Locker, Kids Foot Locker, Champs Sports, WSS, and atmos. For more information visit footlocker-inc.com.

Bring the Best of Sneaker Culture to All		Recruit the Next Generation		Serve the Active Athlete		Celebrate the Hispanic Community		Share and Celebrate Japanese Street and Sneaker Culture

OUR FISCAL 2023 FINANCIAL HIGHLIGHTS

While the year presented certain macroeconomic and consumer-related pressures in addition to Company-specific factors, including elevated inventories, the team focused on both delivering near-term results and executing the Lace Up Plan by closing under-performing stores and building out our loyalty program and digital capabilities to drive long-term shareholder value creation. Highlights include the following:
		(1)	A reconciliation to GAAP is provided beginning on page 22 of our Annual Report, which is available at investors.footlocker-inc.com/ar.

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.

7	Foot Locker, Inc.

VOTING ROADMAP

DEMOGRAPHICS

Tenure

Age

Diversity

Our director nominees represent 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 we share is a common desire to support, and provide effective oversight of, management in executing our Lace Up Plan.

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.

2024 PROXY STATEMENT

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VOTINg ROADMAP

PAY-FOR-PERFORMANCE

The centerpiece of our compensation program is our pay-for-performance philosophy that aligns compensation payouts with the achievement 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 whom most compensation is tied to the achievement of metrics driving the Company’s operating and stock performance, as described below.

See Pay Versus Performance beginning on page 80 for further information.

9	Foot Locker, Inc.

VOTING ROADMAP

COMPENSATION MIX

The HCC Committee seeks to align the compensation program with both our business strategy and our shareholders’ interests. 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 2023, 89% of the CEO’s annual target compensation mix, and 75%, on average, of the remaining NEOs’ annual target compensation mix, was variable based on performance.

2023 TARGET COMPENSATION

CEO		Average of Remaining NEOs

2023 PERFORMANCE-BASED COMPENSATION METRICS

Annual Incentive Plan		PSUs

2024 PROXY STATEMENT

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PROPOSAL		ELECTION OF DIRECTORS
			The Board recommends a vote FOR each of the nominees.

There are currently ten directors on our Board. Mr. Feldman will be retiring when his term expires at the conclusion of the 2024 Annual Meeting. Upon the recommendation of our NCR Committee, the Board has decided to decrease the size of the Board from ten to nine directors, effective upon Mr. Feldman’s retirement from the Board. All current directors, other than Mr. Feldman, are standing for election for a one-year term at the Annual Meeting.

We have refreshed our Board over the past five years, as three highly-qualified independent directors were added to the Board, and with Mr. Feldman’s upcoming retirement, four independent directors will have retired. 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

Messrs. Marmol, Oakland, Payne, and Walker, and Mses. Dillon, Drosos, Nicosia, Underhill, and Young will be considered for election as directors to serve for one-year terms expiring at the 2025 Annual Meeting. Each nominee has been nominated by the Board for election and has agreed to serve. If, prior to the Annual Meeting, any nominee is unable to serve, then the persons designated as proxies for this meeting (Michael A. Baughn and Jennifer L. Kraft) 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 NCR Committee reviewed and evaluated the skills, experience, and qualifications catalogued under the Director Nominees’ Skillset Matrix on pages 21 through 22, and demonstrated by the director nominees, in light of the Company’s long-term strategic plan.

The Board, acting through the NCR 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 15. The ages shown are as of April 11, 2024. There are no family relationships among our directors or executive officers.

2024 PROXY STATEMENT

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PROPOSAL 1

	MARY N. DILLON (she/her/hers)   President and Chief Executive Officer Age: 62 Director since: 2022

 

PROFESSIONAL EXPERIENCE
Foot Locker, Inc.
►	President and Chief Executive Officer, since September 2022
Ulta Beauty, Inc. (beauty retailer)
►	Executive Chair, June 2021 to June 2022
►	Chief Executive Officer and Director, July 2013 to June 2021
OTHER BOARD SERVICE
►	Director, and member of the Risk and Conflicts committees, KKR & Co., since September 2018
►	Director, RILA
►	Ex-Officio Member of the Executive Committee, The Economic Club of Chicago
►	Member of the Executive Committee, The Business Council
►	Member, The Civic Committee
►	Director, Chair of the Compensation and Management Development Committee, and member of the Corporate Governance Committee, Starbucks Corporation, January 2016 to September 2022
REASONS FOR NOMINATION
Ms. Dillon has over 35 years of experience leading consumer-driven businesses in a diverse range of industries, including consumer-packaged goods, restaurants, telecom, and retail. She brings deep consumer marketing and digital transformation expertise, strong operational experience, and a proven track record of shareholder value creation. Before Foot Locker, Inc., she served as Executive Chair of Ulta Beauty, after having served as CEO for eight years, and was responsible for guiding the company as it became the leading beauty destination in the United States and a successful omni-channel retailer with a best-in-class loyalty program. Ms. Dillon also has extensive public company board experience.

 

COMMITTEE	RELEVANT SKILLS
E

	DONA D. YOUNG (she/her/hers)   Non-Executive Chair Age: 70 Director since: 2001

 

PROFESSIONAL EXPERIENCE
Independent executive and board consultant
The Phoenix Companies, Inc. (insurance and asset management company)
►	Chair, President and Chief Executive Officer, April 2003 to April 2009
OTHER BOARD SERVICE
►	Director, Chair of Compensation and Human Resource Committee, member of Nomination and Governance Committee, and member of Risk Committee, Aegon Ltd. (insurance, pension, and asset management company)
►	Director, Vice Chair of Audit Committee, and member of the Nominating and Governance Committee and Compensation and Workforce Committee, USAA (United Services Automobile Association)
►	Director and member of Executive Committee, Spahn & Rose Lumber Co.
►	Director, Chair of the Compensation Committee, and member of the Nominating and Governance Committee, NACD
►	Director and member of the Audit and Governance committees, Save the Children Association and Save the Children International (non-profit organizations), 2016 to 2023
►	Director and member of the Audit Committee, Save the Children U.S. (non-profit organization), 2012 to 2023
►	Trustee, Saint James School in Saint James, Maryland
REASONS FOR NOMINATION
Ms. Young has significant governance, corporate development, risk management, leadership development, and financial experience given her prior service as a General Counsel, and later as a public company CEO, which are relevant in her role as Non-Executive Chair, as well as a member of the Audit Committee and NCR Committee. The experience Ms. Young has acquired through her board service at Save the Children is useful in her oversight of the Company’s human rights efforts. Ms. Young has received numerous awards and distinctions throughout her career, including being named one of four individuals identified by the Financial Times’s Outstanding Directors Exchange as a member of its Outstanding Directors Class of 2021 and the NACD Directorship 100 for 2015. She has served as an NACD Board Leadership Fellow since 2013, and was a 2012 Advanced Leadership Fellow at Harvard University. She obtained the CERT Certificate in Cybersecurity Oversight through the Software Engineering Institute at Carnegie Mellon University and NACD. She also received the NACD Director Certified designation.

 

COMMITTEES	RELEVANT SKILLS

15	Foot Locker, Inc.

PROPOSAL 1

	VIRGINIA C. DROSOS (she/her/hers)   Independent Director Age: 61 Director since: 2022

 

PROFESSIONAL EXPERIENCE
Signet Jewelers Limited (specialty jewelry retailer)
►	Chief Executive Officer, since August 2017
OTHER BOARD SERVICE
►	Director, Signet Jewelers Limited, since 2012
►	Executive Committee Member, United States Golf Association, since February 2024
►	Director, Akron Children’s Hospital, since April 2019
►	Director, American Financial Group, Inc., 2013 to 2021
REASONS FOR NOMINATION
Ms. Drosos brings valuable skills and insights to the Board, including proven expertise in retail, strategy, branding, marketing, digital commerce, and global operations. 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, risk management, and technology issues as the CEO of a public company, providing her with relevant expertise as a member of the Audit Committee and Technology Committee, respectively.

 

COMMITTEES	RELEVANT SKILLS
A T

	GUILLERMO G. MARMOL (he/him/his)   Independent Director Age: 71 Director since: 2011

 

PROFESSIONAL EXPERIENCE
Porosome Therapeutics, Inc. (formerly known as Viron Therapeutics Holdings, Inc.) (medicine and therapeutics company)
►	President and Chief Executive Officer, since 2021
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
►	Chair of the Board of Trustees, Center for a Free Cuba
►	Director and Audit Committee member, Morae Global Corporation, until August 2021
►	Director, Vitamin Shoppe, Inc., February 2016 to December 2019
REASONS FOR NOMINATION
Mr. Marmol has a significant technology background, which is critical to the Company as it invests in technology and systems to build more powerful digital engagement with customers. Mr. Marmol also has extensive financial, strategy, and management resources 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 Audit Committee Chair and a member of the HCC Committee.

 

COMMITTEES	RELEVANT SKILLS

2024 PROXY STATEMENT

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PROPOSAL 1

	DARLENE NICOSIA (she/her/hers)   Independent Director Age: 56 Director since: 2020

 

PROFESSIONAL EXPERIENCE
Hearthside Food Solutions LLC (manufacturer of packaged foods)
►	Chief Executive Officer, since August 2022
The Coca-Cola Company (beverage company)
►	President, Canada and Northeast U.S., North America Operating Unit, January 2021 to August 2022
►	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
►	Member, American Bakers 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- packaged goods industry. Throughout her career, Ms. Nicosia has navigated complex regulatory environments and shifting consumer preferences. Her extensive understanding of supply chain, risk management, and management resources is an asset to our Board, particularly the Audit Committee and HCC Committee. In addition, Ms. Nicosia qualifies as an “Audit Committee Financial Expert,” as defined by the rules under the Exchange Act, through her relevant experience as a sitting CEO, and her prior experience as president of an operating unit of a large multinational corporation where she supervised the finance and accounting professionals responsible for, and personally analyzed and evaluated, financial statements, as well as internal controls over financial reporting.

 

COMMITTEES	RELEVANT SKILLS
A H

	STEVEN OAKLAND (he/him/his)   Independent Director Age: 63 Director since: 2014

 

PROFESSIONAL EXPERIENCE
TreeHouse Foods, Inc. (manufacturer of packaged foods and beverages)
►	Chairman, since April 2023
►	Chief Executive Officer and President, since March 2018
OTHER BOARD SERVICE
►	Director, The Green Coffee Co.
►	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-packaged goods, with particular strengths around corporate development, risk management, strategic planning, customer engagement, marketing, and brand building. Mr. Oakland is actively involved in technology and governance matters as the sitting CEO of a public company, providing him with relevant expertise as Technology Committee Chair and a member of the NCR Committee.

 

COMMITTEES	RELEVANT SKILLS

17	Foot Locker, Inc.

PROPOSAL 1

	ULICE PAYNE, JR. (he/him/his)   Independent Director Age: 68 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, Chair of the Compensation Committee, and member of the Finance Committee, WEC Energy Group, Inc.
►	Director, Wisconsin Conservatory of Music
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, President and Chief Executive Officer of the Milwaukee Brewers Baseball Club, Managing Partner of Foley & Lardner, LLP, and the Wisconsin Commissioner of Securities. Mr. Payne’s extensive experience provides him with relevant expertise as NCR Committee Chair and a member of the Audit Committee.

 

COMMITTEES	RELEVANT SKILLS

	KIMBERLY UNDERHILL (she/her/hers)   Independent Director Age: 59 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
OTHER BOARD SERVICE
►	Director and member of the Audit, Development, and Remuneration committees, Glanbia PLC, since August 2022
►	Director and member of the Audit and Compensation committees, Menasha Corporation, since May 2022
►	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, Food Industry Association, until 2021
REASONS FOR NOMINATION
Ms. Underhill brings to our Board extensive consumer-packaged goods experience with particular strengths in marketing, brand building, strategic planning, and corporate development. She is NACD Directorship CertifiedTM. Ms. Underhill’s management resources experience from her prior service as a senior executive of a public company is relevant to both our HCC Committee, of which she is Chair, and NCR Committee, of which she is a member.

 

COMMITTEES	RELEVANT SKILLS

2024 PROXY STATEMENT

18

PROPOSAL 1

	TRISTAN WALKER (he/him/his)   Independent Director Age: 39 Director since: 2020

 

PROFESSIONAL EXPERIENCE
Heirloom Management Company, LLC (micro venture capital fund)
►	Managing Member, since March 2022
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, April 2013 to 2023
OTHER BOARD SERVICE
►	Director and member of the Nominating and Corporate Governance Committee, 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. Mr. Walker understands how to utilize innovation and technology to drive change and deliver growth. His experience at the intersection of technology and consumer insights benefits our Technology Committee, and his experience as a former CEO provides him with relevant expertise as a member of the NCR Committee.

 

COMMITTEES	RELEVANT SKILLS
N T

19	Foot Locker, Inc.

PROPOSAL 1

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 three highly-qualified independent directors were added to the Board, and with Mr. Feldman’s upcoming retirement, four independent directors will have retired.

21	Foot Locker, Inc.

PROPOSAL 1

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.

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GOVERNANCE

OUR BOARD OF DIRECTORS

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 executing our Lace Up Plan.   Our Bylaws provide for a Board consisting of between seven and thirteen directors. The exact number of directors is determined from time to time by the Board. There are currently ten directors on our Board. Mr. Feldman, who has reached the retirement age under our Corporate Governance Guidelines, will not stand for re-election and will retire when his term expires at the conclusion of the 2024 Annual Meeting. Upon the recommendation of our NCR Committee, the Board has decided to decrease the size of the Board from ten to nine directors at this time, effective upon Mr. Feldman’s retirement from the Board.   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), HCC Committee (investors.footlocker-inc.com/comp), NCR Committee (investors.footlocker-inc.com/gov), and Technology Committee (investors.footlocker-inc.com/tech).

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.

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.

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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, and the NCR Committee reviews any potential related person transactions reported to, and referred by, our General Counsel’s office involving directors and their immediate family members in making its recommendation to the Board concerning the independence of the directors. In approving, ratifying, or rejecting a related person transaction, the NCR 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. There were no related person transactions in 2023. See the Corporate Governance Guidelines and the Code of Business Conduct for further information.

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The Board, upon the recommendation of the NCR 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:

In making its independence determination, the Board reviewed recommendations of the NCR Committee and considered Ms. Young’s relationship as a director of a company with which we do business. The Board determined that this relationship meets the categorical standard for Relationships with Other Business Entities and is immaterial with respect to determining independence.

The Board has determined that all members of the Audit Committee, HCC Committee, NCR Committee, and Technology Committee are independent as defined under the NYSE listing standards and the director independence standards adopted by the Board.

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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. The positions of Chair and CEO are currently separated with Ms. Young serving as Non-Executive Chair and Ms. Dillon serving as CEO. The Board believes its current leadership structure best serves the Board’s oversight of management, the Board’s carrying out of its responsibilities on the shareholders’ behalf, and the Company’s overall corporate governance at this time. The Board also believes the separation of the roles allows the CEO to focus her efforts on operating and managing the Company.

MAJORITY VOTING IN THE ELECTION OF DIRECTORS

Directors must be elected by a majority of the votes cast in uncontested elections, and a plurality of the votes cast in contested elections. 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 NCR Committee. The NCR Committee will make a recommendation to the Board whether to accept or reject the resignation, or take other action based upon the best interests of the Company and its shareholders. In determining its recommendation to the Board, the NCR Committee shall consider all factors that it deems relevant. The director who tenders their resignation will not participate in the NCR Committee or Board’s decision. 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 bylaw, 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 Bylaws), provided that the shareholder(s) and nominee(s) satisfy the requirements specified in the Bylaws.

DIRECTOR REFRESHMENT POLICY, BOARD TENURE, AND TERM LIMITS

The Company is focused on having a well-constructed and high-performing Board, and recognizes the importance of Board refreshment. To that end, the Company has a healthy director refreshment policy that combines a retirement age (age 72) and a periodic individual assessment process with the annual election of directors. Over the past five years, we have added three highly-qualified independent directors to the Board, and with Mr. Feldman’s upcoming retirement, four independent directors will have retired over that same time period. The Board’s median tenure is currently eight years, consistent with other leading companies. This reflects the balance the Board brings to refreshment while maintaining the benefits of experience.

The NCR 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 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 and their breadth of experience in leadership roles across a range of industries outside the Company. This knowledge and experience improves the ability of the Board to provide constructive guidance and informed oversight to management.

The NCR 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 NCR Committee has structured the Board such that there is an appropriate mix of directors of varying tenures, with new directors and perspectives joining the Board over time while retaining the institutional knowledge and broader business experience of longer-tenured directors. This balance enhances 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 does not believe that long tenure impairs a director’s ability to act independently of management.

MANDATORY RESIGNATION OR RETIREMENT

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

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DIRECTOR ON-BOARDING

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

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DIRECTOR CONTINUING EDUCATION

Director education is an ongoing process, which begins when a director joins our Board. We host quarterly Board and committee presentations 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 external continuing education programs to maintain their expertise and share takeaways with the other directors concerning 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:

Our directors also regularly visit our stores to engage with our Stripers, enhance their understanding of our business, witness strategy execution firsthand, and further contribute to their oversight of the Lace Up Plan.

BOARD ATTENDANCE

The Board held 9 meetings during 2023. Each individual director attended at least 85% of the aggregate of all Board and committee meetings for the committees on which they served during 2023.

The Board holds regularly-scheduled executive sessions of independent directors in conjunction with each Board meeting. Ms. Young, as Non-Executive Chair, presides at these executive sessions, as well as at Board meetings.

Directors are expected to attend annual meetings. The annual meeting is typically scheduled on the same day as a quarterly Board meeting. In 2023, all of the directors attended the annual meeting.

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STOCK OWNERSHIP GUIDELINES

The Stock Ownership Guidelines align the interests of non-employee directors and executive officers with the interests of shareholders, and promote the Company’s sound corporate governance. The non-employee directors and executive officers 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:

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

The following table illustrates which equity holdings count toward the stock ownership guidelines:

Executives and non-employee directors are required to achieve compliance within five years of their hire or promotion effective date that caused them to be covered by the 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 increase is five years after the effective date.   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.   In the event any person subject to these guidelines fails to comply by the applicable 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 NCR Committee will consider a non-employee director’s failure to comply with these guidelines when considering that director for re-election to the Board.

of directors, the CEO, and other executive officers were in compliance as of the end of Fiscal 2023 (or within the initial five-year period to achieve compliance)

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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 HCC Committee to assist in evaluating executive compensation reports directly to that committee.

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 of which are 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, and plans to conduct another in 2024.

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POLITICAL CONTRIBUTIONS AND PUBLIC ADVOCACY

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OUR BOARD’S OVERSIGHT OF OUR BUSINESS

The Board believes deeply that it must be fit for its purpose and provide strategic value to the Company. 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.

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 Non-Executive Chair engages in regular cadence of communication and engagement with management, including ongoing dialogue with the CEO and monthly calls with members of the executive leadership team, and each of the committee chairs regularly engages with their respective management liaisons. These discussions are enhanced with regular visits to our stores to engage with our Stripers, understand the business, see strategy execution firsthand, and ultimately contribute to the oversight of our Lace Up Plan.

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 company 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 HCC Committee, the NCR Committee, and management share responsibility for management development and succession planning, guided by a very intentional process:

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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RISK OVERSIGHT

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

The Audit Committee has established procedures for reviewing the Company’s risks, including climate-related and supply chain-related 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 Financial Officer, Chief Accounting Officer, General Counsel, and Vice President of Internal Audit. 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 controls, 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 HCC Committee considers risk in relation to the Company’s compensation policies and practices. The HCC Committee’s independent compensation consultant provides an annual report to the committee on risk relative to the Company’s compensation programs.

The Technology Committee has established procedures for reviewing the Company’s GTS risks. These procedures include regular risk monitoring by management to update current risks and identify potential new and emerging risks. In addition, the Technology Committee receives regular briefings from our Chief Operations Officer, Chief Technology Officer, Chief Information Security Officer, Chief Privacy Officer, and outside experts on cybersecurity risks and cyber risk oversight. During these meetings, the Technology 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 Technology Committee Chair reports on the committee’s meetings, considerations, and actions to the Board at the next Board meeting following each Technology Committee meeting.

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 HCC Committee, the Technology Committee, and the Board.

Cybersecurity

We are subject to technology risks, including failures, security breaches, and cybersecurity risks, that could harm our business. Our cybersecurity program includes the following elements:

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Privacy

Our privacy policies and privacy statements govern our treatment of customer data. These policies describe the types of customer personal information we collect, how we use and share the information, and measures we take in order to help protect the security of the information. Our policies provide multiple points of contact through which our customers may initiate inquiries, make 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 response to the GDPR requirements, and are subject to further updates from time to time in response to EU developments. Similarly, our privacy statements and practices in the United States and other countries are periodically reviewed and updated in response to local privacy laws and developments.

Code of Business Conduct

The Company has adopted a Code of Business Conduct applicable to all directors, executive officers, corporate officers, and other team members, and requires them to each sign annually to certify they have reviewed and understand the Code of Business Conduct. We refer to all our employees as “team members,” including throughout this Proxy Statement, to reflect the significant role they play in our success. 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.

Global Sourcing Guidelines

Without a sound adherence 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, we have policies, processes, and practices in place to systematize our human rights approach and how we respond to serious allegations. Operating responsibly is in the long-term interest of our shareholders.

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.

The Company continuously reviews the Global Sourcing Guidelines and revises them, as appropriate, consistent with best practices. The Global Sourcing Guidelines are available at investors.footlocker-inc.com/gsg.

RESPONSIBLE BUSINESS OVERSIGHT

We are very intentional about our mission. Management and the Board understand that how we achieve our purpose is just as important as the results. Stakeholders understandably want to know that the companies they are buying from, investing in, working for, or doing business with, are acting responsibly by valuing their team members, giving back to the communities they serve, and actively addressing the environmental impact of their operations. For these reasons, among others, we manage our business responsibly.

The Board is actively engaged in the oversight of the Company’s global responsible business strategy. 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 NCR Committee oversees our global responsible business strategy and associated risks and opportunities, including climate-related and supply chain-related risks and opportunities. The Board receives updates from the NCR Committee Chair throughout the year. In addition, each of the Audit Committee, HCC Committee, and Technology Committee have certain responsible business oversight responsibilities relevant to their respective committees.

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			Inspired by engagement with our stakeholders, the Company publishes an annual Impact Report. The Impact Report provides details on our global responsible business strategy, consistent with the SASB reporting standards and TCFD reporting framework. Our global responsible business strategy is focused on four pillars:
			Leveraging the Power of Our People and Communities	Strengthening the Sustainability of Our Supply Chain	Managing and Reducing Our Environmental Impacts	Operating Ethically and Transparently
	We recognize, however, that this is a journey. We view public reporting as an ongoing process and expect our disclosures to continue to evolve over time. This process will be more evolutionary than revolutionary, but our goal is to make progress each year. We are fully committed to building on our progress over time and strengthening our vision for a more sustainable world.
	For additional information regarding our global ESG program and Board oversight, see our Impact Report, which is available at investors.footlocker-inc.com/impactreport.

The Company has adopted the following policies related to its global responsible business strategy:

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. The NCR 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 on page 31.

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SHAREHOLDER ENGAGEMENT   WHY WE ENGAGE   The Board’s relationship with shareholders is an important part of the Company’s success. The Board believes it is important to foster long-term relationships with shareholders and understand their perspectives. The Board has a long tradition of engaging with shareholders. The Board values an open dialogue with shareholders, and the Board believes that regular communication is a critical part of the Company’s long-term success. Through these activities, the Board discusses the Company’s corporate governance, executive compensation programs, responsible business practices, and other topics of interest to shareholders. We also closely monitor policy statements and focus areas for shareholders. These engagement efforts allow the Board to better understand shareholders’ priorities and perspectives and provide the Board with useful input concerning the Company’s compensation, corporate governance, and responsible business practices.   The Board is committed to:   ►   Accountability. Drive and support leading corporate governance and board practices.   ►   Transparency. Maintain high levels of transparency on a range of financial, governance, and responsible business issues to build trust.   ►   Engagement. Proactively engage with shareholders and proxy advisory firms on a range of topics to sustain two-way dialogue and identify emerging trends and issues to inform the Board’s thinking and approach.   This shareholder engagement program complements the ongoing dialogue throughout the year among shareholders and our Chief Executive Officer, Chief Financial Officer, Chief Commercial Officer, and Investor Relations team on our financial and strategic performance.
WHO WE ENGAGE   During the 2023 shareholder engagement cycle, our Non-Executive Chair, General Counsel, and Deputy General Counsel and Corporate Secretary met individually with shareholders representing over 46% of our total shares outstanding, as well as proxy advisory firms.
ENGAGEMENT TOPICS
►   Board Oversight of Lace Up Plan   ►   Board Assessment Process   ►   Board and Management Succession	►   Executive Compensation   ►   ESG   ►   Supply Chain Risks
We had discussions regarding executive compensation and our 2023 Say-on-Pay vote as part of our 2023 shareholder engagement cycle, and took into account the views of shareholders regarding the design and effectiveness of our executive compensation program. In light of this feedback received during our shareholder engagement, the HCC Committee decided to make certain enhancements to the program design, which include linking the Lace Up Plan scorecard to the Annual Incentive Plan and implementing a three-year performance period for the PSU awards granted in March 2024. See 2024 Compensation Program Design Changes on page 63 for a discussion of the 2024 compensation program design changes. The HCC Committee will continue to assess the executive compensation program against changing business conditions and shareholder feedback.

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HOW WE HAVE BEEN RESPONSIVE TO ENGAGEMENT

The Non-Executive Chair shares the feedback gained from our shareholder engagement meetings with the NCR Committee and the Board, as well as compensation-specific feedback with the HCC Committee. In recent years, we have taken a number of actions based on shareholder feedback to strengthen our governance practices, global responsible business strategy, and disclosure. For example, the Board separated the Chair and CEO roles, adopted proxy access, amended our Bylaws to implement a majority voting standard in uncontested director elections, and added a Director Nominees’ Skillset Matrix to our Proxy Statements to describe each director’s qualifications. The Company also enhanced its responsible business disclosure by publishing an Impact Report, which is presented consistent with the SASB reporting standards and TCFD reporting framework and is available at investors.footlocker-inc.com/impactreport. These examples evidence our continued dedication to remain responsive on a variety of shareholder concerns. Please continue to share your thoughts or concerns at any time. The Board has established a process to facilitate shareholder communications with the Board, as described below.

COMMUNICATIONS WITH OUR 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 Corporate Secretary will promptly send a copy of the communication to the Non-Executive Chair, who may direct our Corporate 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.

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COMMITTEES

AUDIT   GUILLERMO G. MARMOL Chair

Other Members: Drosos, Nicosia (Audit Committee Financial Expert), Payne, and Young

2023 Meetings: 13

This committee consists of five 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 Ms. Nicosia qualifies as an “Audit Committee Financial Expert,” as defined by the rules under the Exchange Act, through her relevant experience as a sitting Chief Executive Officer, and her prior experience as president of an operating unit of a large multinational corporation where she supervised the finance and accounting professionals responsible for, and personally analyzed and evaluated, financial statements, as well as internal controls over financial reporting. The Audit Committee Report appears on page 86.

EXECUTIVE   DONA D. YOUNG Chair

Other Members: Dillon, Marmol, Oakland, Payne, and Underhill

No Meetings in 2023

KEY OVERSIGHT RESPONSIBILITY

HCC   KIMBERLY UNDERHILL Chair

Other Members: Feldman, Marmol, Nicosia and Young (Ex Officio Member)

2023 Meetings: 6

KEY OVERSIGHT RESPONSIBILITIES

This committee consists of four independent directors, and an Ex Officio Member, as independence is defined under the NYSE rules applicable to compensation committee members. See CD&A beginning on page 46 for a discussion of the HCC Committee’s procedures for determining compensation, and the HCC Committee Report on page 64.

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NCR   ULICE PAYNE, JR. Chair

Other Members: Oakland, Underhill, Walker, and Young

2023 Meetings: 4

KEY OVERSIGHT RESPONSIBILITIES

Shareholders who wish to recommend candidates for Board membership may contact the NCR Committee in the manner described under Communications with Our Board on page 37. Shareholder nominations must be made according to the procedures required under, and within the timeframe described in, the Bylaws and under Deadlines and Procedures for Nominations and Shareholder Proposals for the 2025 Annual Meeting on page 89. Shareholder-recommended candidates will be evaluated by the NCR Committee in the same manner as the Company’s nominees.

TECHNOLOGY   STEVEN OAKLAND Chair

Other Members: Drosos, Feldman, Walker, and Young (Ex Officio Member)

2023 Meetings: 4

KEY OVERSIGHT RESPONSIBILITIES

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DIRECTORS AND OFFICERS INDEMNIFICATION AND INSURANCE

The Company has entered into indemnification agreements with its directors and officers, as approved by shareholders at the 1987 annual meeting.

We have purchased directors and officers liability and corporation reimbursement insurance from the following group of insurers:

These policies insure all of the directors and officers of the Company and its covered subsidiaries. The policies were each written for a 12-month term, expiring October 12, 2024. The aggregate annual premium for these policies, including fees and taxes, is $1,333,396.

Directors and officers of the Company, as well as all other team members with fiduciary responsibilities under ERISA, are insured under policies issued by the following group of insurers:

The policies were each written for a 12-month term, expiring October 12, 2024. The aggregate annual premium for these policies, including fees and taxes, is $250,498.

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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:

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DiReCtoR CoMPenSAtion

COMPONENTS OF DIRECTOR COMPENSATION PROGRAM

The Company’s non-employee directors were paid the following fees in 2023:

Each non-employee director’s annual compensation, including cash and equity but excluding dividend equivalents paid on DSUs for previously-deferred compensation and credited in the form of additional DSUs, is capped at $600,000 per fiscal year. Directors are eligible to receive the same discount on purchases of merchandise from our stores and websites that is available to team members.

For all compensation periods through and including Fiscal 2023, six of our current directors have previously elected to defer all or a portion of one or more of their annual retainers, committee chair retainers, or annual RSU award 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 HCC Committee and NCR Committee jointly oversee our non-employee director compensation program, conduct annual reviews, and make recommendations for adjustments, as appropriate, to the Board. The NCR Committee reviews trends and governance with regard to non-employee directors’ compensation. Following consultation with the NCR Committee, the HCC Committee reviews nonemployee 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 2023, the HCC Committee’s independent compensation consultant assessed the compensation paid to our non-employee directors against non-employee director compensation trends and data from our 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 directors’ compensation. The annual retainer, committee chair annual retainers, and mix of cash and equity, were found to be aligned with industry norms and best practices.

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DiReCtoR CoMPenSAtion

FISCAL 2023 DIRECTOR COMPENSATION

The amounts paid to each non-employee director for Fiscal 2023, including amounts deferred under the Stock Incentive Plan, and the RSUs granted to each non-employee director are reported in the tables below:

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DiReCtoR CoMPenSAtion

The following table sets forth the grant date fair value of the above stock awards granted to our non-employee directors in Fiscal 2023:

For additional information on the valuation assumptions, refer to Note 21 to the Company’s financial statements in our Annual Report, which is available at investors.footlocker-inc.com/ar.

As of the end of Fiscal 2023, the number of RSUs and DSUs held by our non-employee directors were as follows:

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PROPOSAL		ADVISORY VOTE TO APPROVE NEO COMPENSATION
			The Board recommends a vote FOR this proposal.

In accordance with the requirements of Section 14A of the Exchange Act and the related SEC rules, our shareholders have the opportunity to cast a non-binding, advisory vote to approve the compensation of our NEOs, as disclosed beginning on page 48 (a “Say-on-Pay” vote). We currently hold our “Say-on-Pay” vote every year, consistent with the preference previously expressed by a majority of our shareholders.

As described in detail in the CD&A beginning on page 46, our compensation program is designed to attract, motivate, and retain talented executives responsible for leading our strategic priorities and, in turn, deliver value to our shareholders. Our executive compensation program ties compensation closely to the Company’s performance. A significant portion of the compensation provided to the NEOs is based upon the Company’s performance or the performance of our share price, and we believe this compensation structure closely aligns the interests of our executives with the interests of our shareholders. The higher an executive’s position, the greater percentage of their compensation is tied to performance.

At our 2023 annual meeting, nearly 97% of shares voted on the Say-on-Pay proposal supported our executive compensation program. The HCC Committee considered the results of the 2023 Say-on-Pay vote in reviewing the program for 2024. Additionally, as part of our 2023 shareholder engagement cycle, we had individual discussions with shareholders representing over 46% of our total shares outstanding, as well as proxy advisory firms, regarding executive compensation, and took into account the views of shareholders regarding the design and effectiveness of our executive compensation program for 2024. See Shareholder Engagement beginning on page 36 for more details on our shareholder engagement program. In light of this support and feedback received during our shareholder engagement, the HCC Committee decided to retain the general program design with certain enhancements to further align the program with the Lace Up Plan. See 2024 Compensation Program Design Changes on page 63 for more details. The HCC Committee will continue to assess the executive compensation program against changing business conditions and shareholder feedback. We believe shareholders should read the CD&A, beginning on page 46, and the compensation tables beginning on page 65, in determining whether to vote in favor of this proposal.

Shareholders are being asked to approve the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of our NEOs, as disclosed in the Company’s Proxy Statement for the Annual Meeting pursuant to the SEC’s compensation disclosure rules, including the CD&A, the Summary Compensation Table, and the other related tables and disclosures.”

As an advisory vote, this proposal is not binding on the Company, the HCC Committee, or the Board. However, the HCC Committee and the Board value the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding our NEOs.

45	Foot Locker, Inc.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This CD&A provides information on our executive compensation program, including our global compensation philosophy, which focuses on rewarding team members for their roles in executing our performance against the goals that were established for the Annual Incentive Plan and LTI. While the principles underlying this philosophy extend within the organization, this CD&A primarily covers the compensation of our NEOs. For Fiscal 2023, our NEOs are the current executive officers, former executive officers, and former interim executive officer named below.

MARY N. DILLON		MICHAEL A. BAUGHN(1)		FRANKLIN R. BRACKEN		ELLIOTT D. RODGERS		ROSALIND REEVES(2)
(she/her/hers)		(he/him/his)		(he/him/his)		(he/him/his)		(she/her/hers)
President and Chief Executive Officer		Executive Vice President and Chief Financial Officer		Executive Vice President and Chief Commercial Officer		Executive Vice President and Chief Operations Officer		Former Executive Vice President and Chief Human Resources Officer

 

	ANDREW E. PAGE(3)		ROBERT F. HIGGINBOTHAM(3)
	(he/him/his)		(he/him/his)
	Former Executive Vice President and Chief Financial Officer		Former Interim Chief Financial Officer

 

(1)	Mr. Baughn joined the Company and was appointed Executive Vice President and Chief Financial Officer, effective June 12, 2023.

 

(2)	Ms. Reeves served as Executive Vice President and Chief Human Resources Officer through March 11, 2024, and is currently serving as an Advisor. She expects to depart the Company, effective July 31, 2024.

 

(3)

Mr. Page served as Executive Vice President and Chief Financial Officer through February 28, 2023. The Company named Mr. Higginbotham as interim Chief Financial Officer while it conducted a comprehensive search, with the assistance of a leading executive recruiting firm, to identify Mr. Page’s successor, Mr. Baughn. Mr. Higginbotham ceased to serve as interim Chief Financial Officer, effective June 11, 2023. Mr. Higginbotham was appointed Senior Vice President, Investor Relations, Corporate Finance, and Treasurer, effective August 9, 2023.

2024 PROXY STATEMENT

46

ExECuTIvE COmPEnSATIOn

FISCAL 2023 HIGHLIGHTS

Financial Performance

While the year presented certain macroeconomic and consumer- related pressures in addition to Company-specific factors, including elevated inventories, the team focused on both delivering near-term results and executing the Lace Up Plan by closing under-performing stores and building out our loyalty program and digital capabilities to drive long-term shareholder value creation. Highlights include the following:
		(1)   A reconciliation to GAAP is provided beginning on page 22 of our Annual Report, which is available at investors.footlocker-inc.com/ar.

Our 2023 compensation program, as outlined in detail on the following pages, was tied to our key objectives, demonstrating our strong connection between pay and performance.

Performance-Based Compensation Outcomes

The 2023 performance-based compensation paid to our NEOs reflects our performance in a challenging macroeconomic environment, including the highlights noted above. Notable performance-based compensation outcomes for 2023 include the following that are discussed in greater detail in this CD&A:

2023 ANNUAL INCENTIVE PLAN AWARDS

PSU AWARDS (2022-24)

See Annual Incentive Plan and LTI Awards beginning on page 51 and page 54, respectively, for further information.

CFO Appointment

In June 2023, we recruited Mr. Baughn from outside the Company to serve as Executive Vice President and Chief Financial Officer, succeeding Mr. Page, who departed from the Company in February 2023.

In connection with Mr. Baughn’s employment, the HCC Committee and the full Board approved a compensation package designed to deliver market-competitive compensation commensurate with Mr. Baughn’s capabilities and experience, particularly in retail companies, and provide a powerful incentive to execute the Lace Up Plan. His annual base salary was set at $650,000. For 2023, Mr. Baughn was eligible to receive a prorated Annual Incentive Plan award guaranteed at least at target of 85% of his base salary. On March 27, 2024, the HCC Committee approved an amendment to Mr. Baughn’s offer letter to reduce his guaranteed prorated Annual Incentive Plan award by an amount equal to the negative discretion exercised by the HCC Committee for all participants at the levels of Vice President and above, including the NEOs, with respect to NPS (20%). Mr. Baughn also received an annual LTI award of 200% of his base salary (20% delivered in RSUs that vest three years from the date of grant, 60% delivered in PSUs for the 2023-25 performance period (prorated for the 2023-25 performance period), and 20% in Non-Qualified Stock Options that vest in equal installments over three years, in each case subject to

47	Foot Locker, Inc.

ExECuTIvE COmPEnSATIOn

continued employment through the vesting dates). Mr. Baughn was also granted certain sign-on awards, which were intended to replace stock-based awards and other compensation Mr. Baughn forfeited from his prior employment in connection with his recruitment to the Company, as follows: (1) a sign-on RSU award with a grant date value of $600,000, which will vest over two years from the grant date subject to his continued employment through each vesting date, and (2) a sign-on cash payment in the amount of $600,000, $300,000 of which was paid within 90 days after his start date, and the remaining $300,000 of which is payable within 90 days after the one-year anniversary of his start date. The sign-on RSU awards’ vesting, and sign-on cash payment, schedules were designed to align with the vesting and payment schedules, as applicable, of the stock-based awards and other compensation Mr. Baughn forfeited from his prior employment in connection with his recruitment to the Company.

Say-on-Pay Shareholder Vote

At our 2023 annual meeting, nearly 97% of shares voted on the Say-on-Pay proposal supported the executive compensation program. The HCC Committee considered the results of the 2023 Say-on-Pay vote and our shareholders’ historically strong support of our executive compensation program in reviewing the program for 2024. Additionally, we had discussions with many of our shareholders regarding executive compensation as part of our 2023 shareholder engagement cycle and took into account the views of shareholders regarding the design and effectiveness of our executive compensation program. See Shareholder Engagement beginning on page 36 for more details on our shareholder engagement program. In light of this feedback received during our shareholder engagement, the HCC Committee decided to make certain adjustments to the program design. See 2024 Compensation Program Design Changes on page 63 for a discussion of the 2024 compensation program design changes. The HCC Committee will continue to assess the executive compensation program against changing business conditions and shareholder feedback. Our Say-on-Pay vote is currently held every year, consistent with the preference expressed by a majority of our shareholders.

COMPENSATION PROGRAM DESIGN AND STRUCTURE

Pay-for-Performance

The centerpiece of our compensation program is our pay-for-performance philosophy that aligns compensation payouts with the achievement 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 whom most compensation is tied to the achievement of metrics driving the Company’s operating and stock performance, as described below.

See Pay versus Performance beginning on page 80 for further information.

2024 PROXY STATEMENT

48

ExECuTIvE COmPEnSATIOn

COMPENSATION MIX

The HCC Committee seeks to align the compensation program with both our business strategy and our shareholders’ interests. 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 2023, 89% of the CEO’s annual target compensation mix (excluding the Transformation PSU award), and 75%, on average, of the remaining NEOs who are current executive officers’ annual target compensation mix, was variable based on performance.

2023 TARGET COMPENSATION
CEO		Average of Remaining NEOs
2023 PERFORMANCE-BASED COMPENSATION METRICS
Annual Incentive Plan		PSUs