Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On November 17, 2020, the Compensation and Management Resources Committee (the
"Compensation Committee") of the Board of Directors of Foot Locker, Inc. (the
"Company") established long-term incentive compensation performance goals for
the 2020-21 performance period based on a combination of the Company's two-year
average after-tax income and return-on-invested capital. Provided the
performance goals are achieved, 100% of the executives' long-term awards would
be payable in restricted stock units ("RSUs") under the 2007 Stock Incentive
Plan. Earned payouts are subject to a time-based one-year vesting period
following the end of the performance period before payout to the executives.
Individual long-term target awards are expressed as a percentage of the
executive's annual base salary. The Compensation Committee established
individual long-term target awards for the executives included as named
executive officers ("NEOs") in the Company's 2020 proxy statement who are
currently employed by the Company. The percentages shown in the table below
represent the applicable percent of each NEO's 2020 annual base salary that
would be paid to the NEOs, in RSUs as described above, if the established goals
are achieved.
Percent of Annual Base Salary
Name Threshold Payout Target Payout Maximum Payout
Richard A. Johnson 81.25% 325% 650%
Lauren B. Peters 25% 100% 200%
The threshold, target, and maximum number of RSUs for each executive were
calculated on November 17, 2020 on the basis of that day's closing stock price.
The actual number of RSUs awarded will be based on the Company's performance
compared to targets. The value of the RSUs received by an executive will depend
upon the Company's stock price on the payment date.
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FOOT LOCKER, INC. 
