NIKE, Inc. NKE

31% shingled-prose overlap between the two filings.

2024: 38,590 chars · 2025: 59,303 chars

• Committee Report:100% overlap (489 → 489 chars)
• Pay Ratio (Item 402(u)):26% overlap (4,725 → 5,167 chars)
• Say-on-Pay proposal:22% overlap (25,000 → 25,000 chars)

• changedThis Compensation Discussion and Analysis describes our compensation program, philosophy, decisions, and process for the compensation of our Named Executive Officers for fiscal 2025: 2024:
• newNAMED EXECUTIVE OFFICERTITLEElliott HillPresident and Chief Executive Officer (since October 14, 2024)Matthew FriendExecutive Vice President and Chief Financial OfficerRobert LeinwandExecutive Vice President, Chief Legal OfficerAnn MillerExecutive Vice President, Global Sports MarketingCraig WilliamsExecutive Vice President, Chief Commercial Officer(1)John Donahoe IIFormer President and Chief Executive Officer (until October 13, 2024)(2)Monique MathesonFormer Executive Vice President, Chief Human Resources Officer(3)Heidi O'NeillFormer President, Consumer, Product & Brand(4)
• new(1)Mr. Williams' title changed from President, Geographies & Marketplace to Executive Vice President, Chief Commercial Officer effective June 18, 2025.
• new(2)Mr. Donahoe ceased to serve as the Company's President and CEO and member of the Board effective as of October 14, 2024, when he was succeeded by Mr. Hill, and retired effective January 31, 2025.
• new(3)Ms. Matheson retired as the Company's EVP, Chief Human Resources Officer effective as of January 6, 2025, and will retire from the Company in fiscal year 2026.
• new(4)Ms. O'Neill ceased to serve as the Company's President of Consumer, Product, and Brand effective as of May 2, 2025, in connection with certain organization changes including elimination of the President, Consumer, Product & Brand role, but will remain a full-time non-executive employee through her separation from the Company on September 5, 2025.
• changedThis Compensation Discussion and Analysis is organized into five foursections:
• changed•Executive Summary (page 26) 30)
• changed•Compensation of Our Named Executive Officers (page 29) 32)
• changed•Our Compensation Process (page 38) 39)
• changed•Other Compensation Practices (page 39) 40)
• new•Compensation Committee Report (page 41)
• changedKey Defined TermsTERMDEFINITION401(k) Plan401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc. Absolute TSRCompany total shareholder return for the applicable performance periodAdjusted EBITEBIT, excluding the impact of acquisitions and divestitures; changes in accounting principles; unanticipated restructurings; unanticipated exchange rate fluctuations; and other extraordinary, unusual, or infrequently occurring itemsAdjusted RevenueCompany revenue, excluding the impact of acquisitions and divestitures; changes in accounting principles; unanticipated restructurings; unanticipated exchange rate fluctuations; and other extraordinary, unusual, or infrequently occurring itemsCD&ACompensation Discussion and AnalysisDCPNIKE, Inc. Deferred Compensation PlanEBITCompany AnalysisEBITCompanyearnings before interest and taxesNEONamed Executive OfficerPSPNIKE, Inc. Executive Performance Sharing PlanPSUPerformance-based restricted stock unitRelative TSRAbsolute TSR for the applicable performance period relative to total shareholder return over the same period for the other companies in the S&P 500RSUTime-vesting restricted stock unitSIPNIKE, Inc. Stock Incentive Plan
• new25 NIKE, INC.
• changedWe consider the results of our annual say-on-pay vote—approximately 83% vote—88%in favor last year, which we believe affirms shareholders' support of our executive compensation approach and decisions—as well as feedback shared directly through our shareholder engagement efforts described on page 21. 25.
• newNIKE's direct compensation for the NEOs generally consists of the following elements: For fiscal 2025, the Compensation Committee determined not to increase the amount of any element of direct compensation for any of our NEOs.
• changedELEMENTKEY CHARACTERISTICSPURPOSEBase SalaryFixed cash compensationProvides market competitive baseline compensation to attract and retain top-tier talent Annual Cash Incentive Award – PSPVariable cash incentive compensation earned at 0% – 200% based on Company performance over a 1-year performance periodMotivates and rewards achievement of sustainable and profitable growthLong-Term Incentive Award – SIPPSUs(50%)Variable SIPPSUs(50%(1))Variablestock-based incentive compensation earned at 0% – 200% based generally on achievement of Relative TSR Companyperformance metric over a 3-year performance periodAligns period;valuedependentuponachievementofperformancemetricsandourstockpriceAlignsNEOs' interests with those of our shareholders by motivating and rewarding achievement of long-term shareholder value and growth; promotes retentionStock Options(35%)Stock-based Options(35%(1))Stock-basedincentive compensation that generally vests in 4 equal annual installments; only provides value if our stock price appreciatesAligns NEOs' interests with those of our shareholders by rewarding achievement of upside potential; promotes retentionRSUs(15%)Stock-based retentionRSUs(15%(1))Stock-basedincentive compensation that generally vests in 3 or 4 equal annual installments; value tied to our stock priceAligns NEOs' interests with those of our shareholders by rewarding long-term value creation; promotes retention
• new2025 PROXY STATEMENT 26
• newCEO TRANSITION HIGHLIGHTS
• newIn September 2024, we announced a CEO transition plan pursuant to which, on October 14, 2024, Mr. Hill became President and CEO of NIKE.
• newMr. Donahoe, our President and CEO since 2020, resigned from that role effective as of the same date and served as an advisor to NIKE through his retirement on January 31, 2025.
• newThe Compensation Committee approved certain compensation arrangements in connection with, and support of, the CEO transition, the highlights of which are summarized below:
• newCURRENT CEO –MR.
• newHILLFORMER CEO –MR.
• newDONAHOEOTHER NON-CEO NEOs•Base salary of $1.5 million and annual cash incentive target opportunity equal to 200% of base salary (prorated for fiscal 2025 consistent with our practice for all bonus-eligible employees).•Annual target fiscal 2025 long-term incentive award equal to $15.5 million consisting of 50% PSUs, 35% stock options, and 15% RSUs.•One-time awards to make Mr. Hill whole for certain forfeited compensation from his prior roles consisting of $4 million in cash and $3 million in RSUs.
• newFor more information, see the section below titled "Transition and Retention Awards".•Standard Employee Matching Gift Program applicable to employees generally (no enhanced charitable gift matching).•Annual base salary and employee benefit plan eligibility unchanged through retirement on January 31, 2025.•No additional compensation or benefits for serving in advisor role.•Outstanding unvested equity awards treated in accordance with their terms upon retirement, as applicable.
• newFor more information, see the section below titled "Executive Compensation Tables—Potential Payments upon Termination or Change-in-Control".•Eligible to receive the benefits payable under his non-competition agreement upon a voluntary termination of employment.
• newFor more information, see the section below titled "Executive Compensation Tables—Potential Payments upon Termination or Change-in-Control".•Equity retention awards to each other non-CEO NEO (other than Mr. Leinwand, who was promoted into the role of Executive Vice President, Chief Legal Officer in November 2024) on a limited, one-time basis in order to support business and leadership continuity and promote retention during this significant transitional period.
• newFor more information, see the section below titled "Transition and Equity Retention Awards".
• changedThe following summarizes incentive award outcomes for fiscal 2025. 2024.
• newBoth the fiscal 2025 PSP and fiscal 2023 – 2025 PSUs were earned and paid out at 0%.
• changedFor more information on incentive award outcomes for the NEOs, see the section sectionsbelow titled "Compensation of our Named Executive Officers". Officers—AnnualCashIncentive"and"CompensationofourNamedExecutiveOfficers—Long-TermIncentive—Fiscal2022AwardResults".
• newFISCAL 2025 PSPFISCAL 2023 – 2025 PSUs
• newFISCAL YEAR 2025 REALIZABLE PAY
• newAs discussed elsewhere in this proxy statement, our philosophy is to "pay for performance".
• newAs a result, executive compensation is highly incentive-based and includes, among other elements, a mixture of variable cash- and stock-based compensation elements consisting of PSP, PSUs, stock options, and RSUs.
• newIn total, 93% of total target annual compensation for our CEO is at risk (88% for the other current non-CEO NEOs).
• newGiven that a significant portion of our executive compensation packages varies depending on company performance, the grant date value of compensation, as reported annually in the Summary Compensation Table, is not always reflective of the actual realizable pay value that is ultimately received by our NEOs.
• newRealizable Pay reinforces a pay-for-performance linkage as the target economic value of short- and long-term incentive opportunities under our executive compensation program only provide value when meaningful performance is achieved.
• new27 NIKE, INC.
• newTo illustrate the differences, the graphs below compare, for the current CEO and other current non-CEO NEOs (on average), the 2025 Total Target Compensation and the 2025 Summary Compensation Table Compensation values to Realizable Pay at the end of fiscal year 2025.
• newFor this purpose:
• new•"Total Target Compensation" refers to the sum of target annual base salary, target fiscal 2025 PSP, target values for annual long-term incentive awards granted in fiscal 2025, and target values for one-time awards granted in connection with the CEO transition (which for Mr. Hill consisted of a sign-on RSU award and sign-on cash award, and for the other current non-CEO NEOs, excluding Mr. Leinwand, consisted of equity retention awards);
• new•"Summary Compensation Table Compensation" refers to the actual disclosure in the Summary Compensation Table; and
• new•"Realizable Pay" refers to the sum of actual base salary, actual fiscal 2025 PSP payouts ($0), the potential payout value of long-term incentive awards granted in fiscal 2025 (based on the intrinsic value of stock option grants, assuming threshold achievement for PSUs (excluding special retention awards) as reported in the Outstanding Equity Awards Table, and assuming 50% of each special retention award is earned) calculated using a stock price of $60.59, which was the closing price of our common stock on the last business day of fiscal 2025, and, for Mr. Hill, the one-time cash award granted in fiscal 2025 in connection with the CEO transition.
• newThe graphs below are not substitutes for the information required by the 2025 Summary Compensation Table for fiscal years 2023 – 2025, which appears on page 42.
• newCEOAverage Current Non-CEO NEOs(1)
• new(1) The current non-CEO NEOs consist of Messrs.
• newFriend, Leinwand, and Williams and Ms. Miller.
• new(2) Summary Compensation Table Compensation includes no value for PSP, which was earned at 0%.
• new(3) Realizable Pay includes no value for PSP, which was earned at 0%, or stock options, which had no intrinsic value as of May 31, 2025.
• changedWHAT WE DOWHAT WE DON'T DOü Base a majority of total compensation on performance and retention incentives ü Mitigate risk by using multiple performance periods and metrics, incentive payment caps, a clawback policy, and additional standalone clawback provisionsü Base incentive awards on clearly disclosed, objective performance goalsü Maintain robust stock ownership guidelinesü Vest stock-based awards over time to promote long-term performance and retentionü Provide only double-trigger change-in-control acceleration for stock-based awardsû No dividend equivalents paid on PSUs or RSUs unless and until shares are earnedû No repricing of stock optionsû No hedging transactions or short sales permittedû No pension or supplemental executive retirement planû No tax gross-ups for perquisites, other than in accordance with our standard relocation policyû perquisitesûNo cash-based change-in-control benefitsû No excise tax gross-ups upon change of control
• new2025 PROXY STATEMENT 28
• newThe following charts illustrate the mix of components that make up fiscal 2025 target total annual direct compensation for our NEOs, excluding special transition and equity retention awards granted on a limited, one-time basis in connection with Mr. Hill's appointment as CEO, as described elsewhere in this proxy statement.
• new* "Current Non-CEO NEOs" represents the average for Messrs.
• newFriend, Leinwand, and Williams and Ms. Miller.
• newIt excludes Mr. Donahoe (who retired on January 31, 2025) and Mses.
• newMatheson and O'Neill (each of whom retired from their role during fiscal 2025 and from the Company during fiscal 2026).
• newAs illustrated in the section below titled "Our Compensation Process", the Compensation Committee determines the target value and composition of the compensation package for each of our NEOs by considering multiple factors, including competitive data, individual and Company performance, evolving responsibilities, our cohort compensation approach, retaining top-tier talent in a highly competitive talent marketplace, and, for the compensation of each NEO other than our CEO, our CEO's recommendation.
• newTarget compensation amounts are reviewed annually and adjusted as the committee determines appropriate.
• changedGenerally, the Compensation Committee reviews and determines base salaries for our NEOs NamedExecutiveOfficersin June, with any adjustments becoming effective in August of the sameyear.
• newsame year.
• changedThe Compensation Committee set Mr. Hill's Williams'base salary to align with Mr. Donahoe's base salary hisapplicablecohortin connection with Mr. Hill's hisappointment as President and CEO. ofGeographies&Marketplace.
• newThe committee set Mr. Leinwand's base salary in connection with his appointment as Executive Vice President, Chief Legal Officer.
• changedFiscal 2025 2024base salaries for each other NEO NamedExecutiveOfficerremained unchanged compared to fiscal 2024. 2023.
• newNAMED EXECUTIVE OFFICERFISCAL 2025 BASE SALARY% CHANGEElliott Hill$1,500,000 N/AMatthew Friend$1,250,000 0%Robert Leinwand$900,000 N/AAnn Miller$1,100,000 N/ACraig Williams$1,250,000 0%John Donahoe II$1,500,000 0%Monique Matheson$1,100,000 N/AHeidi O'Neill$1,250,000 0%
• changedAnnual cash incentive awards are paid to the NEOs NamedExecutiveOfficersunder our PSP and are designed to reflect our "pay for performance" philosophy.
• changedFor fiscal 2025, 2024,PSP awards were eligible to be earned between 0% and 200% of target based on Company performance during the fiscal year.
• newThe Compensation Committee set the PSP target awards for Mr. Hill and Mr. Leinwand in connection with their appointment as President and CEO and Executive Vice President, Chief Legal Officer, respectively.
• changedForeachotherNEO,The committee maintained fiscal 2025 2024PSP target awards for each other NEO at the same level as his or her fiscal 2024 2023PSP target award.
• changedTherefore, the fiscal 2025 2024PSP target awards were:
• newNAMED EXECUTIVE OFFICERFISCAL 2025 PSP TARGET AWARD (% OF BASE SALARY)Elliott Hill200%Matthew Friend120%Robert Leinwand120%Ann Miller120%Craig Williams120%John Donahoe II200%Monique Matheson120%Heidi O'Neill120%
• changedConsistent with the prior year, the committee maintained equal weighting for themetrics(withtheweightofeach metric (Adjusted Revenue and Adjusted EBIT) increasingto50%duetothedecreasefromthreemetricstotwo)as well as a single, year-long performance period.
• newThe Compensation Committee recognizes that PSP target levels should reflect goals which are rigorous yet reasonable and considers market conditions and prior performance.
• newAlthough we strive for year-over-year improvement in all areas of our business, fiscal 2025 PSP targets were set below fiscal 2024 target levels in light of the business environment that existed at that time.
• changedAccordingly, the Adjusted Revenue target goal represented a decrease anincreaseof approximately 3% 5%compared to actual fiscal 2024 2023revenue, with threshold and maximum goals set equidistant from the target goal to balance stretch and risk.
• changedThe Adjusted EBIT target goal represented a decrease anincreaseof approximately 8% 15%compared to actual fiscal 2024 2023EBIT, with threshold and maximum goals set non-equidistant from the target goal; theadditional upside stretch was built into the maximum goal to incentivize exceptional performance.
• newAs described below, the applicable threshold performance levels for fiscal 2025 were not achieved.
• changedFor fiscal 2025, 2024,Adjusted Revenue of $46.4 $51.7billion corresponded to an earnout of 0% 37%and Adjusted EBIT of $3.5 $7.1billion corresponded to an earnout of 0%. 93%.
• changedThese earnouts were averaged together to calculate a PSP payout of 0% 65%for all NEOs. executiveofficers.

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