Erin Conway

About Erin Conway

Erin Conway serves as Vice President, Deputy General Counsel and Corporate Secretary of Foot Locker, Inc. (FL). In this capacity she signed multiple SEC filings and the New York Certificate of Merger in connection with FL’s merger with DICK’S Sporting Goods on September 8, 2025, evidencing a central role in corporate governance and transaction execution . The Amended and Restated Bylaws describe Corporate Secretary duties, including notice of meetings, maintaining minutes, and custodianship of the corporate seal, underscoring Conway’s responsibilities across disclosure and board processes . For context on operating performance while she served in this governance role, recent FL financials are provided below.

Recent company performance (context)

Past Roles

• No prior-role biography for Conway was disclosed in the company filings reviewed. She is identified by title and signature authority in 2025 8-Ks and within policy contacts in the 2025 10-K .

External Roles

• No outside directorships or external roles for Conway were disclosed in the filings reviewed.

Fixed Compensation

• Conway is not a named executive officer (NEO) in the 2024 or 2025 proxy statements; specific salary/bonus detail for her is not disclosed. The Summary Compensation Table covers CEO and other NEOs only .

Performance Compensation

Conway’s specific incentive design is not disclosed. The company’s NEO program (context for senior-officer incentives) was fully formulaic in FY2024 and did not pay due to not meeting the profit gate:

• Annual Incentive Plan (AIP) FY2024 design for NEOs:
  • Metrics and weights: Adjusted Operating Income (80%); Lace Up Plan scorecard (20%); with a 75% AOI “performance gate.” Company achieved 73.9% of AOI target; LUP scorecard achieved an above-target composite, but gate not met, so payout = 0% .
• LTI mix and metrics (NEOs): 50% PSUs / 50% RSUs for non-CEO NEOs; 2024 PSUs tied to three-year cumulative Adjusted After-Tax Income (50%), three-year cumulative Revenue (25%), and three-year relative TSR (25%) .

FY2024 AIP design and outcome (NEOs)

FY2024 PSU framework (NEOs)

Additional governance features:

• Anti-hedging/anti-pledging enforced; no repricing of underwater options; no single-trigger CIC vesting; no excise tax gross-ups .

Equity Ownership & Alignment

• Individual beneficial ownership, vested/unvested breakdown, or pledging for Conway is not disclosed. Company policy prohibits directors, executive officers, and corporate officers from hedging or pledging company stock, and imposes trading windows and pre-clearance for directors and corporate officers; 10b5-1 plans are permitted under strict conditions .
• Stock ownership guidelines are disclosed for executive officers at specific multiples (CEO 6x, EVP 3x, SVP 2x) with a five-year compliance window; the policy notes all NEOs were in compliance at FY2024 year-end. The policy’s explicit multiples do not specify Vice President level, so Conway’s specific ownership requirement is not disclosed .

Employment Terms

• A company-wide Executive Severance Policy governs NEOs’ severance: outside CIC, 1.5x base salary; within two years post-CIC, 2.0x base salary plus target bonus; double-trigger equity treatment for PSUs; and outplacement. This is described for NEOs and select executives, not specifically for Conway .
• Company maintains an Incentive Compensation Recoupment (clawback) Policy, filed as an exhibit to the 10-K .
• In May 2025, FL amended certain offer letters to align restrictive covenants (non-compete, non-solicit) with PSU award agreements and to extend non-compete for one year post-termination, including around a change in control. The exhibit is generic and not attributed to Conway; it evidences company approach to restrictive covenants during the merger period .
• Corporate Secretary duties (governance/disclosure processes) are codified in the Amended and Restated Bylaws filed post-merger .

Board Governance

• Not applicable; Conway is not a director. As Corporate Secretary, she managed meeting notices and records and signed the 2025 8-K furnishing merger exhibits, indicating an operational governance role during the transaction .

Say-on-Pay & Shareholder Feedback

• The company reported strong say-on-pay support historically; at the 2024 annual meeting, nearly 94% of votes cast supported executive compensation, indicating alignment with shareholders despite volatility in incentive outcomes .

Performance & Track Record

• Transaction execution: Conway signed the September 8, 2025 8-K and Certificate of Merger in connection with FL becoming a wholly owned subsidiary of DICK’S Sporting Goods; all pre-merger directors resigned and the listed top officers (CEO, President, CFO, COO, CHRO) ceased to be officers at closing per Item 5.02, highlighting a wholesale leadership transition that she helped document .
• Policy stewardship: Conway is listed as a contact in the company’s Insider Trading Policy, underscoring her role in controlling trading windows, 10b5-1 plan approvals, and pre-clearance processes that influence insider trading risk and signal integrity .

Investment Implications

• Alignment and selling pressure: As Corporate Secretary and Deputy GC, Conway is subject to strict pre-clearance, trading windows, and anti-hedging/pledging policies, reducing opportunistic selling risk and aligning conduct with governance best practices .
• Retention and change-in-control dynamics: The 2025 merger drove broad officer turnover; while Item 5.02 lists specific officers who ceased roles, Conway’s signature on closing documents indicates continuity in the legal/governance function through completion. Lack of individual contract disclosure creates uncertainty on her post-merger retention economics or severance triggers .
• Pay-for-performance backbone: Company-level AIP/PSU rigor (zero AIP payout in FY2024; PSU emphasis on multi-year ATI/Revenue/rTSR) and strong say-on-pay support lower governance risk and suggest that, even if Conway participates in similar frameworks, equity incentives are tightly linked to performance outcomes .
• Trading signals: Given anti-pledging prohibitions and mandatory pre-clearance/blackouts, any future Form 4 activity by Conway would likely occur via 10b5-1 plans, which tend to diffuse signaling value; monitoring insider filings remains prudent, especially around blackout exits and award vesting dates defined by plan policies .

Key gaps: No disclosure of Conway’s base salary, bonus targets/payouts, individual equity awards, vesting schedules, or beneficial ownership; no disclosed severance or change-in-control terms specific to Conway. Conclusions above rely on company-wide policies and NEO frameworks where individually applicable disclosures are absent.

References: Erin Conway title, signatures, merger and bylaws responsibilities ; Proxy executive compensation design, outcomes, policies, and say-on-pay ; 10-K insider trading policy and contacts ; Item 5.02 officer changes at merger close .