UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )
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xDefinitive Proxy Statement
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NIKE, INC.Inc.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
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2 NIKE, INC.

MESSAGE FROM OUR

EXECUTIVE CHAIRMAN
To Our Shareholders:
Human potential,
At Nike, our passion for sport, innovation, and theauthenticity drives us. It fuels us through challenges and inspires us to emerge even stronger. In fiscal 2023, that passion fed our successes and helped to power transformations in support of the human spirit to come back against almost insurmountable odds drives all that we do here at NIKE. We've seen it from our athletes. From LeBron James and Tiger Woods to Michael Jordan and Serena Williams. This grounding philosophy has been, and will be necessary,future growth—both in the days, months,business and years ahead. Constant evolution and improvement is corewith respect to our beliefs and impacts everything from the products we create, and our impact on the communities in which we live, work and play, to our commitment to sound corporate governance. At no time is this more important than now, a time when challenges are arising at an unprecedented pace, frequency, and scale.
In fiscal 2020 we demonstrated that we remain committed to fielding
Over the best team to guide the Company in its pursuit of long-term value for our stakeholders. We continued our evolution and refreshment of the Company’s Board of Directors, evaluating the Board’s leadership structure, aligning committee membership, welcoming new and saying fond farewell to members of our Board, while always maintaining a focus on the optimal stewardship of our Company. This has resulted in increased gender diversity, lowered average age and moderated tenure, ushering in new, fresh perspectives, experiences, and expertise to our boardroom.
During fiscal 2020,last twelve months, the Board executed against onehas welcomed three new independent directors. These individuals complement and strengthen the Board's mix of its most important duties, a CEO transition. In John Donahoe, NIKE has a leader with deep knowledgeskills and experiences, adding expertise across finance, business operations, technology, innovation, marketing, branding, and media. They also enhance the Board's overall balance of tenure and affinity for, all that makes us special, and extensive understanding of the capabilities essentialdiversity.

Looking ahead to our future growth. John's appointment was accompanied by thoughtful transitions in certain of our senior management ranks, ensuring continuity of leadership and a skilled executive team to guide us towards NIKE’s next phase of long-term sustainable growth under the Consumer Direct Acceleration.
As we look to ourthis year's Annual Meeting of Shareholders, we are pleasedhave continued to shareevolve our proxy statementstatement. As part of our ongoing commitment to transparency, we have enhanced disclosures regarding our capital structure and engagement with you.shareholders. We have maintained thealso made changes first presented last year, including the director skills matrixto formatting and expanded director biographies,organization to improve readability and have completely revamped the Compensation Discussion and Analysis section of this document to better ground our shareholders and constituents in our compensation philosophy, clarify disclosure, and present a more readable document generally.clarity.

We are pleased to invite you to attend the Annual Meeting of Shareholders of NIKE, Inc. to be held virtually on Thursday,Tuesday, September 17, 2020,12, 2023, at 10:9:00 A.M. Pacific Time. Whether or not you plan to attend, the prompt execution and return of your proxy card will both assureensure that your shares are represented at the meeting and minimize the cost of proxy solicitation. Thank you for your continued support.


Sincerely,
"Constant evolutionAt Nike, our passion for sport, innovation, and improvement is core to our beliefs and impacts everything from the products we create, and our impact on the communities in which we live, work and play, to our commitment to sound corporate governance.authenticity drives us."
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MARK G. PARKER, EXECUTIVE CHAIRMAN


July 24, 202020, 2023





2020 PROXY STATEMENT 1 NIKE, INC.


NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS
September 17, 2020
TO THE SHAREHOLDERS OF NIKE, INC.
You are cordially invited to the 2023 Annual Meeting of Shareholders (the "Annual Meeting") of NIKE, Inc., an Oregon corporation:
corporation ("NIKE" or the "Company"):
DATE AND TIME:
Thursday,Tuesday, September 17, 2020,
12, 2023,
at 10:9:00 A.M. Pacific Time
LOCATION:
This year's meeting will be a virtual Annual Meeting at www.virtualshareholdermeeting.com/NKE2020NKE2023
ITEMS OF BUSINESS:
PROPOSALPAGE REFERENCE
1To elect the 1213 directors named in the accompanying proxy statement for the ensuing year.
Page 64
Class A

Will elect nine directors.
Class B

Will elect threefour directors.


Holders of Class A Stock and holders of Class B Stock will vote together as one class on all other proposals.
2To approve executive compensation by an advisory vote.
Page 2829
3To hold an advisory vote on the frequency of advisory votes on executive compensation.
Page 57
4To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.
Page 5458
4    To approve the NIKE, Inc. Stock Incentive Plan, as amended and restated.
Page 56
5To consider a shareholder proposal regarding political contributions disclosure as described in the accompanying proxy statement,Supplemental Pay Equity Disclosure, if properly presented at the meeting.
Page 6260
6To consider a shareholder proposal regarding a Supply Chain Management Report, if properly presented at the meeting.
Page 63
7To transact such other business as may properly come before the meeting.
Due to the public health impact of the COVID-19 pandemic and to support the well-being of our employees and shareholders, we have decided to hold this year'sThe Annual Meeting will be held in a virtual format only. While we initially pivoted to a virtual format due to public health concerns, we are continuing to use this format based on the success of the last three meetings and the format's advantages, including enhanced accessibility for our shareholders. We continue to ensure that shareholders will be afforded the same rights and opportunities to participate in our virtual Annual Meeting as they would at an in-person meeting. Shareholders of record at the close of business on July 17, 2020,12, 2023, the record date fixed by the Board of Directors, may attend the Annual Meeting, vote, and submit questions in advance of and during the meeting. To attend, vote at, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/NKE2020NKE2023 and enter the 16-digit control number included in your Notice Regarding the Availability of Proxy Materials, voting instructions form, or proxy card. Questions may be submitted in advance of the Annual Meeting by visiting www.proxyvote.com and entering your 16-digit control number.
By Order of the Board of Directors,
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Ann M. Miller
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Mary Hunter
Vice President, Corporate Secretary and Chief Ethics & Compliance Officer
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on September 17, 2020.12, 2023. The proxy statement and NIKE, Inc.’s 2020's 2023 Annual Report to Shareholders are available online at www.investorvote.com or www.proxyvote.com, for registered and beneficial owners, respectively.



2023 PROXY STATEMENT 2
2 NIKE, INC.


TABLE OF CONTENTS
PAGE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
2
Proxy StatementCORPORATE GOVERNANCE
4
Virtual Meeting
4
4
CORPORATE GOVERNANCE
6
PROPOSAL 1
20
Board Structure and Responsibilities
COMPENSATION DISCUSSION AND ANALYSISEXECUTIVE COMPENSATION
2829
Introduction
29
Leadership Transitions
31
Compensation of Our Named Executive Officers
32
Our Compensation Process
39
Other Compensation Practices
40
PROPOSAL 3
Executive Compensation TablesAUDIT MATTERS
4358
PROPOSAL 3
Ratification of Appointment of Independent Registered Public Accounting Firm
STOCK INCENTIVE PLAN
56
SHAREHOLDER PROPOSAL4S
To approve the NIKE, Inc. Stock Incentive Plan, as amended and restated
5660
Summary of the Stock Incentive Plan
57
SHAREHOLDER PROPOSAL
62
To Consider a
PROPOSAL 6
STOCK OWNERSHIP INFORMATION
6366
ADDITIONAL INFORMATION
68
EXHIBIT A — NIKE, INC. STOCK INCENTIVE PLAN
GENERAL INFORMATION
68



3 NIKE, INC.
2020 PROXY STATEMENT 3

PROXY STATEMENT
We are furnishing proxy materials to our shareholders primarily via the Internet, by mailing a Notice Regarding the Availability of Proxy Materials, or "Notice", instead of mailing printed copies of those materials to each shareholder. The Notice directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to these materials electronically unless you elect otherwise.
The enclosed proxy is solicited by the Board of Directors (the "Board") of NIKE, Inc. ("NIKE" or the "Company") for use at the annual meeting of shareholders to be held on September 17, 2020, and at any adjournment thereof (the "Annual Meeting"). Our principal executive offices are located at One Bowerman Drive, Beaverton, Oregon 97005-6453. This proxy statement is first being made available to shareholders on or about August 6, 2020. Shareholders may submit a proxy to vote at the Annual Meeting by following the instructions on the Notice, online or by telephone, or (if they have received paper copies of the proxy materials) by returning a proxy card.
The Company will bear the cost of soliciting proxies. In addition to soliciting proxies by mail, certain officers and employees of the Company, without extra compensation, may also solicit proxies personally or by telephone. Copies of proxy solicitation materials will be furnished to fiduciaries, custodians, and brokerage houses for forwarding to the beneficial owners of shares held in their names. We may retain Georgeson, Inc. to solicit proxies at a cost we anticipate will not exceed $17,500.
Shares that are properly voted online or by telephone or for which proxy cards are properly executed and received by the Company prior to the Annual Meeting will be voted in accordance with the instructions specified in such proxies. Where no instructions are given, shares will be voted "FOR" the election of each of the named nominees for director (Proposal 1), "FOR" the proposal regarding an advisory vote to approve executive compensation (Proposal 2), "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm (Proposal 3), "FOR" the approval of the NIKE, Inc. Stock Incentive Plan, as amended and restated (Proposal 4), and "AGAINST" the shareholder proposal regarding political contributions disclosure (Proposal 5).
A shareholder giving the enclosed proxy has the power to revoke it at any time before it is exercised by affirmatively electing to vote at the meeting or by delivering to Ms. Ann M. Miller, Vice President, Corporate Secretary, and Chief Ethics & Compliance Officer of NIKE, Inc., either an instrument of revocation or an executed proxy bearing a later date.
VIRTUAL MEETING
Due to the public health impact of the COVID-19 pandemic and to support the well-being of our employees and shareholders, we have decided to hold this year’s Annual Meeting in a virtual meeting format only. Shareholders of record at the close of business on July 17, 2020 may attend the Annual Meeting, vote, and submit questions in advance of and during the meeting. To attend, vote at, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/NKE2020 and enter the 16-digit control number included in your Notice, voting instructions form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. To submit questions in advance of the Annual Meeting, visit www.proxyvote.com before 11:59 P.M. Eastern Time on September 16, 2020 and enter the 16-digit control number included in your Notice, voting instructions form, or proxy card.
VOTING SECURITIES AND VOTE REQUIRED
Holders of record of NIKE’s Class A Common Stock ("Class A Stock") and holders of record of NIKE’s Class B Common Stock ("Class B Stock" and together with the Class A Stock, the "Common Stock") at the close of business on July 17, 2020 will be entitled to vote at the Annual Meeting. On that date, 315,017,252 shares of Class A Stock and 1,244,871,297 shares of Class B Stock were issued and outstanding. Neither class of Common Stock has cumulative voting rights.
Each share of Class A Stock and each share of Class B Stock is entitled to one vote on every matter submitted to the applicable shareholders at the Annual Meeting.
A majority of the votes entitled to be cast on Proposal 1, the election of directors, by each of the Class A Stock and Class B Stock separately constitutes a quorum of Class A Stock and Class B Stock, respectively, for action on Proposal 1. The holders of Class A Stock and the holders of Class B Stock will vote separately on Proposal 1. Holders of Class B Stock are currently entitled to elect 25 percent of the Board, rounded up to the next whole number. Holders of Class A Stock are currently entitled to elect the remaining directors. Under this formula, holders of Class B Stock, voting separately, will elect three directors, and holders of Class A Stock, voting separately, will elect nine directors. Under Oregon Law and our Bylaws, if a quorum of each class of Common Stock is present at the meeting, the three director nominees who receive the greatest number of votes cast by holders


4 NIKE, INC.

of Class B Stock and the nine director nominees who receive the greatest number of votes cast by holders of Class A Stock will be elected directors.
A majority of the votes entitled to be cast on Proposals 2, 3, 4, and 5 by both Class A Stock and Class B Stock together constitutes a quorum for action on those proposals. Holders of Class A Stock and holders of Class B Stock will vote together as one class on Proposals 2, 3, 4, and 5. If a quorum is present at the meeting, Proposals 2, 3, 4, and 5 will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal.
Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists. Abstentions and broker non-votes are not included as votes cast and will not affect the outcome of any of the proposals. Broker non-votes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the shareholder’s behalf.


2020 PROXY STATEMENT 5

CORPORATE GOVERNANCE
PROPOSAL 1
ELECTION OF DIRECTORS
A Boardboard of 1213 directors will be elected at the Annual Meeting. Directors will hold office until the next annual meeting of shareholders or until their successors are elected and qualified. With the exception of Ms. Thasunda B. Duckett, allAll of the nominees except Ms. Mónica Gil, Ms. Maria Henry, and Mr. Robert Swan were elected at the 20192022 annual meeting of shareholders.
Ms. Duckett was recommended to the Corporate Responsibility, Sustainability & Governance Committee for consideration by a third-party director search firm.
Cathleen Benko, Mr. Alan B. Graf, Jr., Mr. Peter B. Henry,John Rogers, Jr., and Ms. Michelle A. PelusoMr. Robert Swan are nominated by the Board of Directors (the "Board") for election by the holders of NIKE's Class B Stock.Common Stock ("Class B Stock"). The other nine nominees are nominated by the Board for election by the holders of NIKE's Class A Stock.Common Stock ("Class A Stock").
Under Oregon law and our Bylaws, if a quorum of each class of shareholders is present at the Annual Meeting, the nine director nominees who receive the greatest number of votes cast by holders of Class A Stock and the threefour director nominees who receive the greatest number of votes cast by holders of Class B Stock will be elected directors. Abstentions and broker non-votes will have no effect on the results of the vote. Unless otherwise instructed, proxy holders will vote the proxies they receive for the nominees listed below. If any nominee becomes unable to serve, the holders of the proxies may, in their discretion, vote the shares for a substitute nominee or nominees designated by the Board.
The Bylaws and the Corporate Governance Guidelines of the Company provide that any nominee for director in an uncontested election who receives a greater number of votes "withheld" from his or hertheir election than votes "for" such election shall tender his or hertheir resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee. The committee will recommend to the Board the action to be taken with respect to the resignation. Theresignation, and the Board will publicly disclose its decision within 90 days ofafter the certification of the election results.
Background information on the nominees as of July 24, 2020,20, 2023, including somecertain of the attributes that led to their selection, appears below. The Corporate Responsibility, Sustainability & Governance Committee has determined that each director meets the qualification standards described below under "Individual"NIKE, Inc. Board Skills Matrix—of Directors—Director Nominations". In addition, the Board firmly believes that the experience, attributes, and skills of any single director nominee should not be viewed in isolation, but rather in the context of the experience, attributes, and skills that all director nominees bring to the Board as a whole, each of which contributes to the function of an effective Board.
BOARD RECOMMENDATION
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The Board of Directors recommends that the Class A Shareholders vote FOR the election of nominees to the Board of Directors
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The Board of Directors recommends that the Class B Shareholders vote FOR the election of nominees to the Board of Directors




6 NIKE, INC.2023 PROXY STATEMENT 4


NIKE, INC. BOARD OF DIRECTORS
BOARD OVERVIEW
Our Board is currently comprised of twelve13 individuals selected on the basis of numerous criteria, including experience and achievements;achievements, fields of significant knowledge;knowledge, good character;character, sound judgment;judgment, and diversity. We view the effectiveness of our Board both through an individual and collective lens and believe that our Board is optimized to support and guide the Company.
GENDER DIVERSITYGENDER/ETHNIC DIVERSITYAGETENURE
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BOARD SKILLS, EXPERIENCES, AND QUALIFICATIONS
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DIVERSITY 67/1213
Gender, racial, or ethnic diversity that adds a range of perspectives and expands the Board’sBoard's understanding of the needs and viewpoints of consumers, employees, and other stakeholders worldwide.
FINANCIAL EXPERTISE 1012/1213
Financial expertise assists our Board in overseeing our financial statements, capital structure, and internal controls.
CEO EXPERIENCE 78/1213
CEO experience brings leadership qualifications and skills that help our Board to capably advise, support, and oversee our management team, including regarding our strategy to drive long-term value.
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INTERNATIONAL 910/1213
International exposure yields an understanding of diverse business environments, economic conditions, and cultural perspectives that informs our global business and strategy and enhances oversight of our multinational operations.
DIGITAL/TECHNOLOGY 6/1213
Technology experience helps our Board oversee cybersecurity and advise our management team as we seek to enhance the consumer experience and further develop our multi-channel strategy.
RETAIL INDUSTRY 57/1213
Retail experience brings a deep understanding of factors affecting our industry, operations, business needs, and strategic goals.
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MEDIA 2/1213
Media experience provides the Board with insight about connecting with consumers and other stakeholders in a timely and impactful manner.
ACADEMIA 1/1213
Academia provides organizational management experience and knowledge of current issues in academia and thought leadership.
HR/TALENT MANAGEMENT 68/1213
HR and talent management experience assists our Board in overseeing executive compensation, succession planning, and employee engagement.
GOVERNANCE 89/1213
Public company board experience provides insight into new and best practices which informs our commitment to excellence in corporate governance.
CORPORATE GOVERNANCE HIGHLIGHTS
ü    9 10 out of 12 directors13 director nominees are independent
ü Separate Chairman,Chair, CEO, and Lead Independent Director positions with clearly defined roles
ü    Refreshed "Evergreen" approach to Board and committee structure,refreshment, with 46 new independent directors added in the last three fiscalfive years and a mix of short-, medium-, and long-tenured directors to balance fresh perspectives and Company-specific experience
ü Director nominees selected based on robust qualification standards, including the desire to represent and serve the interests of all shareholders, and a holistic approach to Board composition
ü Retirement policy generally requires that directors do not stand for election after reaching the age of 72



5 NIKE, INC.
2020 PROXY STATEMENT 7


NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS
CATHLEEN A. BENKO
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCT(S)
622018CompensationNoneConverse All Star Platform Low Top and Nike AeroLayer Jacket
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SKILLS, EXPERIENCES AND QUALIFICATIONS  
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DIVERSITY
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DIGITAL/TECHNOLOGY
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HR/TALENT MANAGEMENT
   
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INTERNATIONAL    
    
Ms. Benko is a former Vice Chairman and Managing Principal of Deloitte LLP ("Deloitte"), an organization that, through its subsidiaries and network of member firms, provides audit, consulting, tax, and advisory services to clients globally. During her nearly 30-year career with Deloitte, Ms. Benko held many leadership roles, several concurrent with her appointment as Vice Chairman and Managing Principal in 2011.
From 2015 to 2018, Ms. Benko served as Senior Partner working within the firm's "Digital Giants" practice where she was the senior advisory partner for several digital-native companies.
From 2010 to 2014, Ms. Benko served as Chief Digital, Brand, and Communications Officer.
Previous to her role as Chief Digital, Brand, and Communications Officer, Ms. Benko held multiple technology and talent management roles, including serving as the company’s first Vice Chairman and Chief Talent Officer from 2006 to 2010, its Chief Inclusion Officer from 2008 to 2010, and as Managing Principal, Initiative for the Retention and Advancement of Women, from 2003 to 2009.
Ms. Benko led Deloitte’s technology sector from 2003 to 2007 and was previously Deloitte’s first Global e-Business Leader, a position she held from 1998 to 2002.
Ms. Benko is chair of a Harvard Business School Advisory Council and a member of the Board of nonprofit organization American Corporate Partners.


8 NIKE, INC.

ELIZABETH J. COMSTOCK
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCT(S)
592011CompensationNoneNike Air Force 1 and Nike Air Satin Jacket
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SKILLS, EXPERIENCES AND QUALIFICATIONS  
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DIVERSITY
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DIGITAL/TECHNOLOGY
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MEDIA
   
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INTERNATIONAL    
   
Ms. Comstock is the former Vice Chair of General Electric Company ("GE"). She led GE’s efforts to accelerate new growth and operated GE Business Innovations, which included Current, GE Lighting, GE Ventures & Licensing and GE sales, marketing and communications.
At GE, Ms. Comstock was appointed:
Senior Vice President, Chief Marketing and Commercial Officer in 2008,
President, NBC Universal Integrated Media in 2006,
Corporate Vice President and Chief Marketing Officer in 2003,
Vice President of Corporate Communications in 1998,
Senior Vice President, NBC Corporate Communications in 1996, and
Vice President, Communications, NBC News Communications in 1994.
Prior to joining GE in 1994, Ms. Comstock held a succession of positions at NBC, CBS, and Turner Broadcasting.
Ms. Comstock is a trustee of The National Geographic Society and Visiting Scholar at the Columbia University Center for Science and Society.


2020 PROXY STATEMENT 9

JOHN G. CONNORS
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCT(S)
612005Audit & FinanceSplunk, Inc.Nike React and Nike SFB Boots
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SKILLS, EXPERIENCES AND QUALIFICATIONS  
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FINANCIAL EXPERTISE
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DIGITAL/TECHNOLOGY
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GOVERNANCE
   
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INTERNATIONAL    
   
Mr. Connors is a partner in Ignition Partners LLC, a Seattle-area venture capital firm.
Mr. Connors served as Senior Vice President and Chief Financial Officer of Microsoft Corporation ("Microsoft") from December 1999 to May 2005.
Mr. Connors joined Microsoft in 1989 and held various management positions, including:
Vice President, Worldwide Enterprise Group in 1999,
Chief Information Officer from 1996 to 1999, and
Corporate Controller from 1994 to 1996.
Mr. Connors is a member of the Board of Directors of Splunk, Inc. In addition to this public company board service, he is also a member of the Board of Directors of privately held companies Chef, Inc., ICERTIS, Inc., Maka Autonomous Robotic Systems Inc., Tempered Networks Inc., LiveStories Inc., and KenSci Inc., and is on the Board of the Washington Policy Center.


10 NIKE, INC.

TIMOTHY D. COOK, LEAD INDEPENDENT DIRECTOR
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCT(S)AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
592005Compensation, ChairApple Inc.Nike Epic React and Nike Flex
62622005Compensation, ChairApple Inc.Nike Air Max 270 and Nike Free Metcon
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SKILLS, EXPERIENCES AND QUALIFICATIONS 
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SKILLS, EXPERIENCES AND QUALIFICATIONS
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FINANCIAL EXPERTISE
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DIGITAL/TECHNOLOGY
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HR/TALENT MANAGEMENT
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FINANCIAL EXPERTISE
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DIGITAL/TECHNOLOGY
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HR/TALENT MANAGEMENT
 
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CEO EXPERIENCE
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RETAIL INDUSTRY
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GOVERNANCE
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CEO EXPERIENCE
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RETAIL INDUSTRY
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GOVERNANCE
 
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INTERNATIONAL    
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INTERNATIONAL
 
Mr. Cook is the Company’sCompany's Lead Independent Director and is the Chief Executive Officer of Apple Inc. ("Apple").
•Mr. Cook joined Apple in March 1998 as Senior Vice President of Worldwide Operations and also served as its Executive Vice President, Worldwide Sales and Operations and Chief Operating Officer.
•Mr. Cook was Vice President, Corporate Materials for Compaq Computer Corporation from 1997 to 1998.
•Previous to his work at Compaq, Mr. Cook served in the positions of Senior Vice President Fulfillment and Chief Operating Officer of the Reseller Division at Intelligent Electronics from 1994 to 1997.
•Mr. Cook also worked for International Business Machines Corporation from 1983 to 1994, most recently as Director of North American Fulfillment.
Mr. Cook is a member of the Board of Directors of Apple. In addition to this public company board service, he is also a member of the Board of Directors of the National Football Foundation and Duke University Board of Trustees.



20202023 PROXY STATEMENT 116


JOHN J. DONAHOE II
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCT(S)AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
602014  ExecutivePayPal Holdings, Inc.Nike Phantom Epic React and Jordan Jumpman Hoodie
63632014  ExecutivePayPal Holdings, Inc.Nike Invincible 3 and Nike Waffle One
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SKILLS, EXPERIENCES AND QUALIFICATIONS SKILLS, EXPERIENCES AND QUALIFICATIONS
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FINANCIAL EXPERTISE
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DIGITAL/TECHNOLOGY
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HR/TALENT MANAGEMENT
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FINANCIAL EXPERTISE
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DIGITAL/TECHNOLOGY
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HR/TALENT MANAGEMENT
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CEO EXPERIENCE
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RETAIL INDUSTRY
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GOVERNANCE
 
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CEO EXPERIENCE
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RETAIL INDUSTRY
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GOVERNANCE
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INTERNATIONAL    
 
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INTERNATIONAL
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Mr. Donahoe is President and Chief Executive Officer of NIKE, Inc. and has been a director since 2014.
•From 2017 to 2019, Mr. Donahoe served as President and Chief Executive Officer of ServiceNow, Inc. ("ServiceNow"), provider of enterprise cloud computing services for global enterprises.
•From 2008 to 2015, Mr. Donahoe served as President and Chief Executive Officer of eBay, Inc. ("eBay"), provider of the global eBay.com online marketplace and PayPal digital payments platform.
•Mr. Donahoe joined eBay in 2005 as President of eBay Marketplaces, responsible for eBay’seBay's global e-Commerce businesses.
•Prior to joining eBay, Mr. Donahoe was the Chief Executive Officer and Worldwide Managing Director of Bain & Company from 1999 to 2005, and a Managing Director from 1992 to 1999.
Mr. Donahoe is Chairman and a member of the Board of Directors of PayPal Holdings, Inc. In addition to this public company board service, he also serves on the Board of Trustees for The Bridgespan Group. Mr. Donahoe served on the Board of Directors of Intel Corporation from March 2009 to May 2017 and ServiceNow from March 2017 to June 2020.



127 NIKE, INC.


THASUNDA B. DUCKETT
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
492019Corporate Responsibility, Sustainability & GovernanceNoneNike Air Force 1 and Air Jordan
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SKILLS, EXPERIENCES AND QUALIFICATIONS
Image52.jpg
DIVERSITY
Image53.jpg
FINANCIAL EXPERTISE
Image54.jpg
CEO EXPERIENCE
Image55.jpg
RETAIL INDUSTRY
Image56.jpg
HR/TALENT MANAGEMENT
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCT(S)
472019Corporate Responsibility, Sustainability & GovernanceNoneAir Jordans, Nike Air Force 1, and Nike Air Max 270
photoduckett.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS  
nike2019proxyimage25.jpg
DIVERSITY
nike2019proxyimage17.jpg
FINANCIAL EXPERTISE
nike2019proxyimage24.jpg
CEO EXPERIENCE
   
nike2019proxyimage27.jpg
RETAIL INDUSTRY
nike2019proxyimage18.jpg
HR/TALENT MANAGEMENT  
    


Ms. Duckett is President and Chief Executive Officer of the Teachers Insurance and Annuity Association of America ("TIAA"), a leading provider of financial services in the academic, research, medical, cultural, and governmental fields.
•Prior to joining TIAA, Ms. Duckett was Chief Executive Officer of Chase Consumer Banking at JPMorgan Chase & Co. ("JPMorgan Chase"). from 2016 to 2021. Before that appointment, Ms. Duckett was appointed to various management positions at JPMorgan Chase, including:
•From 2013 to 2016, Ms. Duckett served as the Chief Executive Officer of Chase Auto Finance.Finance, and
•From 2004 to 2013, Ms. Duckett held multiple management and consumer lending roles with JPMorgan Chase.roles.
•Prior to joining JPMorgan Chase, Ms. Duckett was Director of Emerging Markets at the Federal National Mortgage Association, or Fannie Mae.
Ms. Duckett is chairChair of the Otis and Rosie Brown Foundation and serves on the Board of Directors of Brex, National Medal of Honor Museum, and the Robert F. Kennedy Human Rights. She also serves on the Board of Trustees for Sesame Workshop.


2023 PROXY STATEMENT 8

MÓNICA GIL
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
512022CompensationNoneAir Jordan 1, Nike Blazer Low, and Nike Vaporfly 2
photo_monicagil.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS
Image52.jpg
DIVERSITY
Image80.jpg
INTERNATIONAL
Image60.jpg
MEDIA
Image56.jpg
HR/TALENT MANAGEMENT
Ms. Gil is Chief Administrative and Marketing Officer, NBCUniversal Telemundo Enterprises ("Telemundo") for Comcast Corp.
•Prior to her current role, Ms. Gil served as Chief Marketing Officer, Telemundo from 2018 until 2020, and as Executive Vice President, Telemundo, managing Communications and Corporate Affairs and Human Resources from 2017 until 2018.
•Prior to joining Telemundo, Ms. Gil served as Senior Vice President and General Manager, Multicultural Growth and Strategy of the Nielsen Company ("Nielsen") from 2014 until 2017.
•Ms. Gil joined Nielsen in 2005 as Vice President, Communications and was subsequently promoted in 2009 to Senior Vice President, Public Affairs and Government Relations.
•Previously, Ms. Gil served as Senior Vice President for Greer, Margolis, Mitchell and Burns from 2004 until 2005.
•She also served as Director of Public Affairs and Community Outreach for Telemundo Communications Group, Inc., Los Angeles, from 2001 to 2004.
Ms. Gil is a member of the Board of Directors of the Children’s Learning CenterNational Women's History Museum and Welcome Tech, Inc.

9 NIKE, INC.

MARIA HENRY
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
562023Audit & FinanceGeneral Mills, Inc.Nike Invincible 2 and Nike Epic Luxe leggings
photo_mariahenry.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS
Image52.jpg
DIVERSITY
Image53.jpg
FINANCIAL EXPERTISE
Image80.jpg
INTERNATIONAL
Image45.jpg
DIGITAL/TECHNOLOGY
Image55.jpg
RETAIL INDUSTRY
Image81.jpg
GOVERNANCE

Ms. Henry is the former Chief Financial Officer of Fairfax County. AdditionallyKimberly-Clark Corporation ("Kimberly-Clark"), a position she held from 2015 to April 2022 and served as Executive Vice President and Senior Advisor from April 2022 until her retirement in September 2022.
•Prior to joining Kimberly-Clark, she was Executive Vice President and Chief Financial Officer of The Hillshire Brands Company, formerly known as Sara Lee Corporation ("Sara Lee"), from 2012 to 2014. Ms. Henry was the Chief Financial Officer of Sara Lee's North American Retail and Foodservice business from 2011 to 2012.
•Prior to Sara Lee, she held various senior leadership positions in finance and strategy in three portfolio companies of Clayton, Dubilier, & Rice, most recently as Executive Vice President and Chief Financial Officer of Culligan International. Ms. Henry also held senior finance roles in several technology companies, and she began her career at General Electric.
Ms. Henry is a member of the Board of Directors of General Mills, Inc.

2023 PROXY STATEMENT 10

PETER HENRY
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
532018Audit & FinanceCitigroup Inc.Nike Epic React
bio_henry.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS
Image79.jpg
DIVERSITY
Image80.jpg
INTERNATIONAL
Image81.jpg
GOVERNANCE
Image82.jpg
FINANCIAL EXPERTISE
nike2019proxyimage33.jpg
ACADEMIA
Dr. Henry is Class of 1984 Senior Fellow at Stanford University's Hoover Institution, Senior Fellow at Stanford's Freeman Spogli Institute for International Studies, and Dean Emeritus of New York University's Leonard N. Stern School of Business ("Stern").
•Dr. Henry assumed the Deanship of Stern in January 2010 and served through December 2017.
•Prior to joining Stern, Dr. Henry was the Konosuke Matsushita Professor of International Economics at the Stanford University Graduate School of Business.
•In June 2009, President Obama appointed Dr. Henry to the President's Commission on White House Fellowships.
•In 2008, Dr. Henry led Barack Obama's Presidential Transition Team in its review of international lending agencies such as the IMF and the World Bank.
Dr. Henry is a member of the Board of Directors of Citigroup Inc. In addition to this public company board service, he also serves on the Board of The Robert F. Kennedy Human Rights Foundation.Directors of the National Bureau of Economic Research and the Economic Club of New York and serves on the Advisory Board for Protiviti and Biospring Partners. Dr. Henry is a member of the Council of Foreign Relations and the Economic Advisory Panel of the Federal Reserve Bank of New York. Dr. Henry served on the Board of Directors of General Electric from July 2016 until April 2018 and Kraft Foods Group, Inc. and its predecessor, Kraft Foods Inc., from May 2011 until July 2015.






















2020 PROXY STATEMENT 1311 NIKE, INC.


TRAVIS A. KNIGHT
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCT(S)AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
462015ExecutiveNoneNike Air Zoom Pegasus
49492015ExecutiveNoneNike Pegasus
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SKILLS, EXPERIENCES AND QUALIFICATIONS 
bio_knight.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS
nike2019proxyimage17.jpg
FINANCIAL EXPERTISE
nike2019proxyimage24.jpg
CEO EXPERIENCE
nike2019proxyimage36.jpg
MEDIA
Image58.jpg
FINANCIAL EXPERTISE
Image59.jpg
CEO EXPERIENCE
Image60.jpg
MEDIA
 
     
 
Mr. Knight is the President and Chief Executive Officer of the animation studio, LAIKA, LLC ("LAIKA"), which specializes in feature-length films.
•Mr. Knight has been involved in all principal creative and business decisions at LAIKA since its founding in 2003, serving in successive management positions as Lead Animator, Vice President of Animation, and then as President and Chief Executive Officer in 2009.
•Mr. Knight was Producer and Director of the feature film Kubo and the Two Strings (2017) which was nominated for an Academy Award and winner of the BAFTA award for Best Animated Film.
•Mr. Knight has served as Producer and Lead Animator on Academy Award-nominated feature-length films The Boxtrolls (2014) and ParaNorman (2012), for which he won an Annie Award for Outstanding Achievement in Character Animation, and Lead Animator for Coraline (2009).
•Prior to his work at LAIKA, Mr. Knight held various animation positions at Will Vinton Studios from 1998 to 2002, and as a stop-motion animator for television series, commercials, and network promotions. He has been recognized for his work on the Emmy Award-winning stop-motion animated television series The PJs.
Mr. Knight serves on the Board of Directors of LAIKA. He is the son of NIKE’sNIKE's co-founder, Mr. Philip Knight, who currently serves as Chairman Emeritus. In addition to his skills and qualifications described above, Mr. Travis Knight was selected to serve on the Board because he has a significant role in the management of the Class A Stock owned by Swoosh, LLC, strengthening the alignment of the Board with the interests of NIKE shareholders.


















14 NIKE, INC.2023 PROXY STATEMENT 12


MARK G. PARKER, EXECUTIVE CHAIRMAN OF THE BOARD
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTAGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
642006Executive, ChairThe Walt Disney CompanyStill can't pick just one
67672006Executive, ChairThe Walt Disney CompanyNike Pegasus, Nike Air Max, and Nike React Infinity Run
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bio_parker.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS 
bio_parker.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS
nike2019proxyimage17.jpg
FINANCIAL EXPERTISE
nike2019proxyimage25.jpg
INTERNATIONAL
nike2019proxyimage18.jpg
HR/TALENT MANAGEMENT
Image62.jpg
FINANCIAL EXPERTISE
Image63.jpg
INTERNATIONAL
Image64.jpg
HR/TALENT MANAGEMENT
 
nike2019proxyimage24.jpg
CEO EXPERIENCE
nike2019proxyimage27.jpg
RETAIL INDUSTRY
nike2019proxyimage20.jpg
GOVERNANCE
Image65.jpg
CEO EXPERIENCE
Image66.jpg
RETAIL INDUSTRY
Image67.jpg
GOVERNANCE
 
Mr. Parker is Executive Chairman of the Board of Directors of the Company. He served as President and Chief Executive Officer of the Company from 2006 to January 2020.
•Mr. Parker has been employed by NIKE since 1979 with primary responsibilities in product research, design and development, marketing, and brand management.
•Mr. Parker was appointed:
•President and Chief Executive Officer in 2006,
•President of the NIKE Brand in 2001,
•Vice President of Global Footwear in 1998,
•General Manager in 1993,
•Corporate Vice President in 1989, and
•Divisional Vice President in charge of product development in 1987.
Mr. Parker is a memberChairman of the Board of Directors of The Walt Disney Company. In addition to his skills and qualifications described above, Mr. Parker was selected to serve on the Board because the experience gained while serving as the Company's Chief Executive Officer makes his position as Executive Chairman of the Board instrumental.



















2020 PROXY STATEMENT 1513 NIKE, INC.

JOHN W. ROGERS, JR.

AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCT(S)
622018Corporate Responsibility,
Sustainability & Governance		McDonald’s Corporation and The New York Times CompanyNike KD and Nike LeBron Basketball Shoes
bio_rogers.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS  
nike2019proxyimage21.jpg
DIVERSITY
nike2019proxyimage24.jpg
CEO EXPERIENCE
nike2019proxyimage20.jpg
GOVERNANCE
   
nike2019proxyimage17.jpg
FINANCIAL EXPERTISE    
    
MICHELLE PELUSO
Mr. Rogers
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
512014Corporate Responsibility,
Sustainability & Governance, Chair		NoneAir Jordan 1 Low, Nike Air Max 97, Nike Dunk High, Nike Air Force 1, Nike Yoga Luxe, and Nike Dri-Fit ADV Epic Luxe
bio_peluso.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS
Image85.jpg
DIVERSITY
Image86.jpg
INTERNATIONAL
Image87.jpg
HR/TALENT MANAGEMENT
Image88.jpg
FINANCIAL EXPERTISE
Image89.jpg
DIGITAL/TECHNOLOGY
Image90.jpg
GOVERNANCE
Image91.jpg
CEO EXPERIENCE
Image92.jpg
RETAIL INDUSTRY
Ms. Peluso is Chairman, Co-CEOExecutive Vice President and Chief InvestmentCustomer Officer at CVS Health and Co-President, Pharmacy and Consumer Wellness, responsible for leading the front store retail business, transforming the enterprise's consumer experience, and leveraging marketing to ensure CVS Health becomes the leading health solutions company for consumers.
•Prior to joining CVS Health, Ms. Peluso was Senior Vice President, Digital Sales and Chief Marketing Officer at IBM from 2016 to 2021. She oversaw marketing and brand strategy and execution, digital sales, and the commercial business, globally. She was also responsible for the company's client experience.
•Prior to her work at IBM, Ms. Peluso served as Chief Executive Officer of Ariel Investments, LLC, a privately-held money management firm he foundedonline shopping destination Gilt Groupe, Inc. ("Gilt") from 2013 until its sale to Hudson's Bay Company in 1983, which serves individualFebruary 2016 and institutional investors through its mutual funds and separate accounts.was on Gilt's Board of Directors from 2009 to 2016.
In 2008, Mr. Rogers was awarded Princeton University’s highest honor, the Woodrow Wilson Award, presented each year•From 2009 to the alumnus whose career embodies a commitment to national service.
Mr. Rogers2013, Ms. Peluso served as co-chair for the Presidential Inaugural CommitteeGlobal Consumer Chief Marketing and Internet Officer of Citigroup Inc.
•From 2002 to 2009, Ms. Peluso held senior management positions at Travelocity.com LP ("Travelocity"), being appointed Chief Operating Officer in March 2003, and more recently, joined the Barack Obama Foundation’s Board of Directors.President and Chief Executive Officer in December 2003.
Mr. Rogers•Prior to joining Travelocity, in 1999 Ms. Peluso founded Site59, an online travel site, serving as its Chief Executive Officer until its acquisition by Travelocity in 2002.
Ms. Peluso is a member of the Board of Directors of McDonald’s Corporation and The New York Times Company. In addition to this public company board service, he also serves as trustee ofat the University of Chicago, the Robert F. Kennedy Center for Justice and Human Rights, the National Association of Basketball Coaches (NABC) Foundation, Inc.,Ad Council and is a life trusteeon the Executive Council of the Chicago Symphony Orchestra. Mr. Rogers served on the Board of Directors of Exelon Corporation from October 2000 until April 2019.the Association of National Advertisers.


BOARD RECOMMENDATION
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The Board of Directors recommends that the Class A Shareholders vote FOR the election of the nominees above to the Board of Directors.





16 NIKE, INC.2023 PROXY STATEMENT 14


NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS
CATHLEEN BENKO
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
652018CompensationSolarWinds CorporationVaporMax
bio_benko.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS
nike2019proxyimage21.jpg
DIVERSITY
nike2019proxyimage25.jpg
INTERNATIONAL
nike2019proxyimage18.jpg
HR/TALENT MANAGEMENT
Image53.jpg
FINANCIAL EXPERTISE
nike2019proxyimage19.jpg
DIGITAL/TECHNOLOGY
Ms. Benko is a former Vice Chairman and Managing Principal of Deloitte LLP ("Deloitte"), an organization that, through its subsidiaries and network of member firms, provides audit, consulting, tax, and advisory services to clients globally. During her nearly 30-year career with Deloitte, Ms. Benko held many leadership roles, several concurrent with her appointment as Vice Chairman and Managing Principal in 2011.
•From 2015 to 2018, Ms. Benko served as Senior Partner working within the firm's "Digital Giants" practice where she was the senior advisory partner for several digital-native companies.
•From 2010 to 2014, Ms. Benko served as Chief Digital, Brand, and Communications Officer.
•Previous to her role as Chief Digital, Brand, and Communications Officer, Ms. Benko held multiple technology and talent management roles, including serving as the company's first Vice Chairman and Chief Talent Officer from 2006 to 2010, its Chief Inclusion Officer from 2008 to 2010, and as Managing Principal, Initiative for the Retention and Advancement of Women, from 2003 to 2009.
•Ms. Benko led Deloitte's technology sector from 2003 to 2007 and was previously Deloitte's first Global e-Business Leader, a position she held from 1998 to 2002.
Ms. Benko is a member of the Board of Directors of SolarWinds Corporation. In addition to this public company board service, she also holds board positions at nonprofits Stanford Institute for Research in the Social Sciences, the International Women's Forum, Santa Clara University's Markkula Center of Applied Ethics, Life Skills for Soldiers, and the National Association of Corporate Directors. She is also on the board of WorkBoard, a privately-held company. Ms. Benko is chair of Harvard Business School/NC's Advisory Council.














15 NIKE, INC.

ALAN B. GRAF, JR.
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCT(S)AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
662002Audit & Finance, ChairMid-America Apartment Communities, Inc.Nike Air Max 270, Nike Air Max, and Nike Polos
69692002Audit & Finance, ChairMid-America Apartment Communities, Inc.Nike Invincible 3 and Nike Dri-Fit Apparel
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SKILLS, EXPERIENCES AND QUALIFICATIONS 
bio_graf.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS
nike2019proxyimage17.jpg
FINANCIAL EXPERTISE
nike2019proxyimage25.jpg
INTERNATIONAL
nike2019proxyimage20.jpg
GOVERNANCE
Image75.jpg
FINANCIAL EXPERTISE
Image76.jpg
INTERNATIONAL
Image77.jpg
GOVERNANCE
 
     
   
Mr. Graf is the former Executive Vice President and Chief Financial Officer of FedEx Corporation ("FedEx"), a position he has held sincefrom 1998 and is a member of FedEx’s Executive Committee.until his retirement in December 2020.
•Mr. Graf joined FedEx in 1980 and was Senior Vice President and Chief Financial Officer for FedEx Express, FedEx’sFedEx's predecessor, from 1991 to 1998.
Mr. Graf previously served on the Board of Directors of Kimball International Inc., Storage USA, Inc., and Arkwright Mutual Insurance Co.
Mr. Graf is a member of the Board of Directors of Mid-America Apartment Communities, Inc. In addition to this public company board service, he is also a director of the Indiana University FoundationFoundation. Mr. Graf previously served on the Board of Directors of Kimball International Inc., Storage USA, Inc., and Arkwright Mutual Insurance Co.























2023 PROXY STATEMENT 16

JOHN ROGERS, JR.
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
652018Corporate Responsibility,
Sustainability & Governance		The New York Times Company and Ryan Specialty Group Holdings, Inc.Nike KD and Nike LeBron Basketball Shoes
bio_rogers.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS
Image69.jpg
DIVERSITY
Image70.jpg
CEO EXPERIENCE
Image71.jpg
GOVERNANCE
Image72.jpg
FINANCIAL EXPERTISE
Mr. Rogers is Chairman, Co-Chief Executive Officer, and Chief Investment Officer of Ariel Investments, LLC, a privately-held money management firm he founded in 1983, which serves individual and institutional investors through its mutual funds and separate accounts. Mr. Rogers is a Trustee of Ariel Investment Trust, the University of Memphis. While Mr. Mr. Graf has announced his intention to retire from his position as CFO of FedEx, NIKE stands behind his seat on our Board and believes that he has provided, and will continue to provide, exemplary guidance and advice, and gives the necessary attention and dedication to his role as a Board member and as a committee chair.


2020 PROXY STATEMENT 17

PETER B. HENRY
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCT(S)
502018Audit & FinanceCitigroup Inc.Nike Epic React
bio_henry.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS  
nike2019proxyimage21.jpg
DIVERSITY
nike2019proxyimage25.jpg
INTERNATIONAL
nike2019proxyimage20.jpg
GOVERNANCE
   
nike2019proxyimage17.jpg
FINANCIAL EXPERTISE
nike2019proxyimage33.jpg
ACADEMIA  
    
Mr. Henry is Dean Emeritus of New York University’s Leonard N. Stern School of Business and the William R. Berkley Professor of Economics and Finance.
Mr. Henry assumed the Deanshipinvestment company consisting of the Stern School of Business in January 2010 and served through December 2017.five mutual funds his firm manages.
Prior to joining Stern, Mr. Henry was the Konosuke Matsushita Professor of International Economics at the Stanford University Graduate School of Business.
In June 2009, President Obama appointed Mr. Henry to the President’s Commission on White House Fellowships.
•In 2008, Mr. Henry led Barack Obama’sRogers was awarded Princeton University's highest honor, the Woodrow Wilson Award, presented each year to the alumnus whose career embodies a commitment to national service.
•Mr. Rogers served as co-chair for the Presidential Transition Team in its review of international lending agencies such as the IMF and the World Bank.Inaugural Committee 2009.
Mr. HenryRogers is a member of the Board of Directors of CitigroupThe New York Times Company and Ryan Specialty Group Holdings, Inc. In addition to this public company board service, he also serves onas trustee of the University of Chicago; a member of the Board of Directors of the National Bureau of Economic ResearchBarack Obama Foundation, the Robert F. Kennedy Human Rights, and the Economic ClubNational Association of New YorkBasketball Coaches (NABC) Foundation, Inc.; and serves on the Advisory Board for Protiviti. Mr. Henry is a memberlife trustee of the Council of Foreign Relations and the Economic Advisory Panel of the Federal Reserve Bank of New York.Chicago Symphony Orchestra. Mr. HenryRogers served on the Board of Directors of General ElectricMcDonald's Corporation from JulyMay 2003 until May 2023 and Exelon Corporation from October 2000 until April 2019.


















17 NIKE, INC.

ROBERT SWAN
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCTS
632022Audit & FinanceGoTo GroupNike Pegasus and Air Jordan
photo_robertswan.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS
Image58.jpg
FINANCIAL EXPERTISE
nike2019proxyimage19.jpg
DIGITAL/TECHNOLOGY
nike2019proxyimage18.jpg
HR/TALENT MANAGEMENT
Image59.jpg
CEO EXPERIENCE
Image92.jpg
RETAIL INDUSTRY
Image71.jpg
GOVERNANCE
Image76.jpg
INTERNATIONAL
Mr. Swan has been an Operating Partner at Andreessen Horowitz since 2021.
•Prior to his current role, Mr. Swan served as the Chief Executive Officer and a member of the Board of Directors of Intel Corp. ("Intel") from 2019 to 2021. Before that appointment, he was appointed to various management positions at Intel, including:
•Interim Chief Executive Officer and Chief Financial Officer from 2018 until 2019 and Chief Financial Officer from 2016 until April 2018 and Kraft Foods Group, Inc. and its predecessor, Kraft Foods Inc.,2019.
•Prior to joining Intel, Mr. Swan served as Operating Partner at General Atlantic LLC, a private equity firm, from May 2011 until July 2015.2015 to 2016.


18 NIKE, INC.

MICHELLE A. PELUSO
AGEDIRECTOR SINCECOMMITTEEOTHER CURRENT
PUBLIC DIRECTORSHIPS		FAVORITE NIKE PRODUCT(S)
482014Corporate Responsibility,
Sustainability & Governance, Chair		NoneNike React Infinity Run, Nike Air Satin Jacket, and Nike Air Max Tailwind IV
bio_peluso.jpg
SKILLS, EXPERIENCES AND QUALIFICATIONS  
nike2019proxyimage34.jpg
DIVERSITY
nike2019proxyimage25.jpg
INTERNATIONAL
nike2019proxyimage18.jpg
HR/TALENT MANAGEMENT
   
nike2019proxyimage17.jpg
FINANCIAL EXPERTISE
nike2019proxyimage19.jpg
DIGITAL/TECHNOLOGY
nike2019proxyimage20.jpg
GOVERNANCE
   
nike2019proxyimage24.jpg
CEO EXPERIENCE
nike2019proxyimage27.jpg
RETAIL INDUSTRY  
   
Ms. Peluso is•He also served as Senior Vice President, Digital SalesFinance and Chief MarketingFinancial Officer at IBM.of eBay Inc. ("eBay") from 2006 to 2015.
Ms. Peluso•Previously, Mr. Swan served as Chief Financial Officer of Electronic Data Systems Corporation, Chief Financial Officer of TRW Inc., as well as Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer of online shopping destination Gilt Groupe,Webvan Group, Inc. ("Gilt") from 2013 until its saleMr. Swan began his career in 1985 at General Electric, serving in numerous senior finance roles.
Mr. Swan is a member of the Board of Commissioners of GoTo Group. In addition to Hudson’s Bay Company in February 2016, and was on Gilt’sthis public company board service, he is also a member of the Board of Directors from 2009 to 2016.
Prior to joining Gilt in 2013, Ms. Pelusoof Flexport, the American Heart Association, and Kearney. Mr. Swan served as Global Consumer Chief Marketing and Internet Officeron the Board of CitigroupDirectors of eBay Inc. from 2009 to 2013.July 2015 until June 2023 and Intel Corporation from January 2019 until February 2021.
From 2002 to 2009, Ms. Peluso held senior management positions at Travelocity.com LP ("Travelocity"), being appointed Chief Operating Officer in 2003, and President and Chief Executive Officer in December 2003.
Prior to joining Travelocity, in 1999 Ms. Peluso founded Site59, an online travel site, serving as its Chief Executive Officer until its acquisition by Travelocity in 2002.
Ms. Peluso is a director of the nonprofit TechnoServe.

BOARD RECOMMENDATION
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The Board of Directors recommends that the Class B Shareholders vote FOR the election of the nominees above to the Board of Directors.




20202023 PROXY STATEMENT 1918


INDIVIDUAL BOARD SKILLS MATRIX
EXPERIENCE, EXPERTISE, OR ATTRIBUTESBENKOCOMSTOCKCONNORSCOOKDONAHOEDUCKETTGILGRAFM HENRYP HENRYKNIGHTPARKERPELUSOROGERSSWAN
nike2019proxyimage51.jpg
DIVERSITY

Gender, racial, or ethnic diversity that adds a range of perspectives and expands the Board’sBoard's understanding of the needs and viewpoints of consumers, employees, and other stakeholders worldwide.
üüüüüüüüü
nike2019proxyimage45.jpg
FINANCIAL EXPERTISE

Financial expertise assists our Board in overseeing our financial statements, capital structure, and internal controls.
üüüüüüüüüüüü
nike2019proxyimage46.jpg
CEO EXPERIENCE

CEO experience brings leadership qualifications and skills that help our Board to capably advise, support, and oversee our management team, including regarding our strategy to drive long-term value.
üüüüüüüü
nike2019proxyimage47.jpg
INTERNATIONAL

International exposure yields an understanding of diverse business environments, economic conditions, and cultural perspectives that informs our global business and strategy and enhances oversight of our multinational operations.
üüüüüüüüüüüü
nike2019proxyimage48.jpg
DIGITAL/TECHNOLOGY

Technology experience helps our Board oversee cybersecurity and advise our management team as we seek to enhance the consumer experience and further develop our multi-channel strategy.
üüüüüü
nike2019proxyimage49.jpg
RETAIL INDUSTRY

Retail experience brings a deep understanding of factors affecting our industry, operations, business needs, and strategic goals.
üüüüüüü
nike2019proxyimage50.jpg
MEDIA

Media experience provides the Board with insight about connecting with consumers and other stakeholders in a timely and impactful manner.
üü
nike2019proxyimage52.jpg
ACADEMIA

Academia provides organizational management experience and knowledge of current issues in academia and thought leadership.
ü
nike2019proxyimage53.jpg
HR/TALENT MANAGEMENT

HR and talent management experience assists our Board in overseeing executive compensation, succession planning, and employee engagement.
üüüüüüüüü
nike2019proxyimage54.jpg
GOVERNANCE

Public company board experience provides insight into new and best practices which informs our commitment to excellence in corporate governance.
üüüüüüüüüü



2019 NIKE, INC.


DIRECTOR NOMINATIONS
The Board of Directors takes an "evergreen" approach to Board refreshment, cultivating relationships with top talent on an ongoing basis. The Corporate Responsibility, Sustainability & Governance Committee identifies potential director candidates through a variety of means, including recommendations from members of the Corporate Responsibility, Sustainability & Governance Committee or the Board, suggestions from Company management, and shareholder recommendations. The committee also may, in its discretion, engage director search firms to identify candidates. Shareholders may recommend director candidates for consideration by the Corporate Responsibility, Sustainability & Governance Committee by submitting a written recommendation to the committee, c/o Ann M. Miller, Vice President, Corporate Secretary, and Chief Ethics & Compliance Officer, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453. The recommendation should include the candidate’scandidate's name, age, qualifications (including principal occupation and employment history), and written consent to be named as a nominee in the Company’sCompany's proxy statement and to serve as a director, if elected.
The Board of Directors has adopted qualification standards for the selection of non-management nominees for director, which can be found at our corporate website: http://investors.nike.com. As provided in these standards and the Company’sCompany's corporate governance guidelines, nominees for director are selected on the basis of, among other things, distinguished business experience or other non-business achievements; education; significant knowledge of international business, finance, marketing, technology, human resources, diversity, &equity, and inclusion, law, or other fields which are complementary to, and balance the knowledge of, other Board members; a desire to represent and serve the diverse interests of all stakeholders;shareholders; independence; good character; ethics; sound judgment; diversity; and ability to devote substantial time to discharge Board responsibilities.
The Corporate Responsibility, Sustainability & Governance Committee identifies qualified potential candidates without regard to their age, gender, race, national origin, sexual orientation, or religion. While the Board has no policy regarding Board member diversity, the Corporate Responsibility, Sustainability & Governance Committee considers and discusses diversity in selecting nominees for director and in the re-nomination of an incumbent director. The committee views diversity broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoint, geographic location, education, skills and expertise (including financial, accounting, compliance, corporate social responsibility, public policy, cybersecurity, or other expertise relevant to service on the Board), professional and industry experience, and personal characteristics (including gender, ethnicity/race, and sexual orientation). The Board believes that a variety and balance of perspectives on the Board results in more thoughtful and robust deliberations, and ultimately, better decisions.
In considering the re-nomination of an incumbent director, the Corporate Responsibility, Sustainability & Governance Committee reviews the director’sdirector's overall service to the Company during his or her term, including the number of meetings attended, level of participation, and quality of performance, as well as any special skills, experience, or diversity that such director brings to the Board. All potential new director candidates, whether recommended by shareholders or identified by other means, are initially screened by the Chair of the Corporate Responsibility, Sustainability & Governance Committee, who may seek additional information about the background and qualifications of the candidate, and who may determine that a candidate does not have qualifications that merit further consideration by the full committee. With respect to new director candidates who pass the initial screening, the Corporate Responsibility, Sustainability & Governance Committee meets to discuss and consider each candidate’scandidate's qualifications and potential contributions to the Board, and determines by majority vote whether to recommend such candidatescandidate to the Board. The final decision to either appoint a candidate to fill a vacancy between annual meetings or include a candidate on the slate of nominees proposed at an annual meeting is made by the Board.
It is the general policy of the Board that directors will not stand for re‑election after reaching the age of 72.
DIRECTOR INDEPENDENCE
Pursuant to New York Stock Exchange ("NYSE") listing rules, in order for a director to qualify as "independent", the Board of Directors must affirmatively determine that the director has no material relationship with the Company that would impair the director’sdirector's independence. The Board affirmatively determined that commercial or charitable relationships below the following thresholds will not be considered material relationships that impair a director’sdirector's independence: (i)(1) if a NIKE director or immediate family member is an executive officer of another company that does business with NIKE and the annual sales to, or purchases from, NIKE are less than one percent of the annual revenues of the other company; and (ii)(2) if a NIKE director or immediate family member serves as an officer, director, or trustee of a charitable organization, and NIKE’sNIKE's contributions to the organization are less than one percent of that organization’sorganization's total annual charitable receipts. After applying this categorical standard and the applicable NYSE independence standards, the Board has determined that the following directors who served during fiscal 2020 — 2023 and/or will stand for election to the Board at the Annual Meeting—Cathleen A. Benko, Elizabeth J. Comstock, John G. Connors, Timothy D. Cook, Thasunda B. Duckett, Mónica Gil, Alan B. Graf, Jr., Maria Henry, Peter B. Henry, John C. Lechleiter, Michelle A. Peluso, and John W. Rogers, Jr. — , and Robert Swan—have no material relationship with the Company and, therefore, are independent. Messrs. John J. Donahoe II, Travis A. Knight, and Mark G. Parker were not independent pursuant to NYSE rules. Messrs. Donahoe and Parker were not independent pursuant to NYSE rules because they were employed by the Company during fiscal 2020.2023. Mr. Knight was not independent pursuant to NYSE rules because he is the son of NIKE’sNIKE's co-founder and former Chairman of the Board, Mr. Philip H. Knight, who received compensation in excess of the



20202023 PROXY STATEMENT 2120


threshold set forth in applicable NYSE rules (the "NYSE threshold") for his position as Chairman Emeritus. The compensation paid to Mr. Philip H. Knight is described in the section below titled "Stock Ownership Information—Transactions with Related Persons". Mr. John R. Thompson, Jr., former head basketball coach at Georgetown University, was determined to be independent from September 1, 2019 until his retirement from the Board on May 31, 2020. Effective June 1, 2020, the Company and Mr. Thompson entered into a consulting agreement the terms of which are described in the section below titled "Stock Ownership"Additional Information—Transactions with Related Persons".
BOARD STRUCTURE AND RESPONSIBILITIES
The Board is currently composed of nineten independent directors and three directors who are not independent under the NYSE listing rules. During fiscal 2020,2023, there were sixfour meetings of the Board and all of our currently serving directors attended at least 75 percent of the total number of meetings of the Board and committees on which he or she served. Mr. Thompson attended less than 75 percent of such meetings. The Company encourages all directors to attend each annual meeting of shareholders. Withshareholders, and all the exception of Mr. Thompson, all directors serving at the time of the 2019 annual meetingthen standing for election attended the 20192022 annual meeting.
BOARD LEADERSHIP STRUCTURE
NIKE’sNIKE's governing documents provide the Board with flexibility to select the appropriate leadership structure of the Company. In determining the leadership structure, the Board considers many factors, including the specific needs of the business, fulfilling the duties of the Board, and the best interests of the Company’sCompany's shareholders. Effective January 2020, the Company separated the position of ChairmanChair of the Board from the position of President and CEO, although this is not a permanent policy of the Board. The Executive Chairman, Mr. Mark G. Parker, presides over meetings of the Board of Directors and shareholders. The President and CEO, Mr. John J. Donahoe II, appointed to his position effective January 2020, is in charge of the general supervision, direction, and control of the business and affairs of the Company, subject to the overall direction and supervision of the Board and its committees.
Given the particular experience and tenure of Messrs. Parker and Donahoe, the Board believes this leadership structure is appropriate for the Company because it separates the leadership of the Board from the duties of day-to-day leadership of the Company. This structure permits Mr. Donahoe to primarily focus his time and attention on the business, while Mr. Parker directs his attention to the broad strategic issues considered by the Board of Directors. This structure works particularly well given the talent, experience and professional relationship of Messrs. Donahoe and Parker established during Mr. Donahoe's service on the Board beginning in 2014.
In 2016, the Corporate Responsibility, Sustainability & Governance Committee established the position of lead independent director to ensure strong independent leadership of the Board. The position of Lead Independent Director is entrusted to execute the following functions:
•serve as a liaison between the Chairman, CEO,Chair and the independent directors;
•approve the meeting agendas for the Board;
•advise the Chairman and CEOChair regarding the sufficiency, quality, quantity, and timeliness of information provided to the Board;
•ensure that meeting schedules permit sufficient time for discussion of all agenda items;
•provide consultation and direct communication with major shareholders, if requested;
•preside at meetings of the Board at which the ChairmanChair is not present, including executive sessions; and
•perform other duties specified in the Lead Independent Director Charter.
In June 2019,2022, the Board re-appointed Mr. TimTimothy Cook to serve as Lead Independent Director for a term of three years. Mr. Cook will continuecontinues to serve as Lead Independent Director of the Company working in collaboration with Messrs. Parker and Donahoe.
The chairs of Board committees also play an active role in the leadership structure of the Board. The Corporate Responsibility, Sustainability & Governance Committee and the Board endeavor to select independent committee chairs who will provide strong leadership to guide the important work of the Board committees. Committee chairs work with the Company’sCompany's senior executives to ensure the committees are discussing the key strategic risks and opportunities of the Company. In the absence of the Lead Independent Director, a presiding director is appointed to chair executive sessions of non-management directors (consisting of all directors other than Messrs. Parker and Donahoe). The position of presiding director is rotated among the chairs of the various Board committees, other than the Executive Committee. Executive sessions are regularly scheduled and held at least once each year.
Mr. Philip H. Knight, co-founder and former Chairman of the Company, serves as Chairman Emeritus, with a standing invitation to attend meetings of the Board and its committees as a non-voting observer. Mr. John R. Thompson, Jr., former Georgetown University basketball coach and Board member, serves as Director Emeritus, and has a standing invitation to attend meetings of


22 NIKE, INC.

the Board and its committees as a non-voting observer. The Board believes that it benefits from the valuable experience and insights of the Company’sCompany's co-founder and former Chairman of the Board, and from Mr. Thompson given his tenure on the Board and intimate knowledge of matters related to product, marketing, and elite athlete relationships.Board.
For all of these reasons, the Board believes this leadership structure is optimal.


21 NIKE, INC.

BOARD COMMITTEES
The Board’sBoard's current standing committees are an Audit & Finance Committee; a Compensation Committee; a Corporate Responsibility, Sustainability & Governance Committee; and an Executive Committee. The Board may appoint other committees from time to time. Each standing committee has a written charter and all such charters, as well as the Company’sCompany's corporate governance guidelines, are available at the Company’sCompany's corporate website, http://investors.nike.com, and will be provided in print to any shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive, Beaverton, Oregon 97005-6453.
AUDIT & FINANCE COMMITTEE
MEMBERS:
John G. Connors
Peter B. Henry
MEMBERS*:
Alan B. Graf, Jr., Chair
Maria Henry
Peter Henry
Robert Swan
MEETINGS IN FY ’20: 13’23: 12
ROLES AND RESPONSIBILITIES:
The Audit & Finance Committee provides assistance to the Board in fulfilling its legal and fiduciary obligations with respect to:
•Matters involving the Company’sCompany's accounting, auditing, financial reporting, and internal controls,controls;
•Overseeing the Company's financial policies and activities;
•Matters involving information security (including risks related to cyber security), and data protection, and overseeingprotection;
•The integrity of the Company's financial policiesstatements and activities of the Company that may have a material impact on the results of operations or the financial position of the Company;
•The integrity of the Company’s financial statements, theCompany's compliance with legal and regulatory requirements, therequirements;
•The independent auditor’sauditor's qualifications and independence, and the performance of the Company’sCompany's internal audit function and independent auditor;
•The Company's risk assessment and risk management processes and practices; and
•Considering long-term financing options, long-range tax, financial regulatory and foreign currency issues facing the Company, and management’smanagement's recommendations concerning capital deployment strategy, major capital expenditures, and material acquisitions or divestitures.
The Board has determined that each member of the Audit & Finance Committee meets all independence and financial literacy requirements applicable to audit committees under the NYSE listing standards and applicable regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"). The Board has also determined that each of Mr. Alan B. Graf, Jr.Ms. Henry, and Mr. Swan is an "audit committee financial expert" as defined in regulations adopted by the SEC.
*     Ms. Cathleen Benko served on the Audit & Finance Committee until October 6, 2022. Mr. Robert Swan and Ms. Maria Henry were appointed to the Audit & Finance Committee effective October 7, 2022 and June 1, 2023, respectively.
COMPENSATION COMMITTEE
MEMBERS:
MEMBERS*:
Cathleen A. Benko
Elizabeth J. Comstock

Timothy D. Cook, Chair
Mónica Gil
MEETINGS IN FY ’20: 5’23: 4
ROLES AND RESPONSIBILITIES:
The Compensation Committee discharges the Board's responsibilities regarding executive and director compensation and senior leadership succession, and its duties include the following:
•Evaluate the performance of the CEO;
•Review and approve the compensation of each executive officer;
•Grant equity incentive awards under the NIKE, Inc. Stock Incentive Plan, and determine targets and awards under the NIKE, Inc. Executive Performance Sharing Plan and the NIKE, Inc. Long-Term Incentive Plan;
•Review and provide guidance to management regarding Company policies, programs, and practices related to talent management and development for executive officers and senior management; and
•Make recommendations to the Board regarding the compensation of directors.
The Board has determined that each member of the Compensation Committee meets all independence requirements applicable to compensation committees under the NYSE listing standards.

*     Ms. Elizabeth Comstock served on the Compensation Committee until her retirement from the Board on September 20, 2022. Ms. Mónica Gil was appointed to the Compensation Committee effective September 20, 2022.


20202023 PROXY STATEMENT 2322


CORPORATE RESPONSIBILITY, SUSTAINABILITY & GOVERNANCE COMMITTEE
MEMBERS:

Thasunda B. Duckett*
Duckett
Michelle A. Peluso, Chair

John W. Rogers, Jr.
MEETINGS IN FY ’20: 5’23: 4
ROLES AND RESPONSIBILITIES:
The Corporate Responsibility, Sustainability & Governance Committee sets the tone and pace for corporate governance and oversees our Purpose to move the Company's Purpose Offense.world forward through the power of sport, with a focus on the three pillars of people, planet, and play. Its duties include the following:
•Review and evaluate NIKE’sNIKE's significant strategies, activities, policies, investments, and programs regarding social purpose, corporate responsibility, and sustainability;
•Provide oversight of management’smanagement's efforts to ensure that the Company’sCompany's dedication to sustainability is reflected in its business operations;
•Monitor the Company’sCompany's progress towards its diversity, equity and inclusion objectives and compliance with the Company’sCompany's responsibilities as an equal opportunity employer;
•Review and evaluate the social, political, and environmental impact, trends, and issues in connection with the Company’sCompany's business activities and make recommendations to the Board;
•Provide oversight of the Company’sCompany's community and social impact efforts;
•Review transactions with related persons in accordance with the Company's policies;
•Oversee protection of the Company’sCompany's corporate reputation and other matters of importance to the Company and its stakeholders;
•Continue to identify individuals qualified to become Board members and recommend director nominees for election at each annual shareholder meeting;
•DevelopReview and recommendreassess the Company's corporate governance framework, and make recommendations to the Board corporate governance guidelinesregarding proposed changes; and a code of business conduct and ethics; and
•Oversee the annual self-evaluations of the Board and its committees and make recommendations to the Board concerning the structure and membership of the other Board committees.
The Board has determined that each member of the Corporate Responsibility, Sustainability & Governance Committee meets all independence requirements applicable to
nominating/corporate governance committees under the NYSE listing standards.
* Ms. Duckett was elected to the Board of Directors effective November 14, 2019.
EXECUTIVE COMMITTEE
MEMBERS:

John J. Donahoe II
Travis A. Knight

Mark G. Parker, Chair
MEETINGS IN FY ’20: 1’23: 0
ROLES AND RESPONSIBILITIES:
The Executive Committee is authorized to act on behalf of the Board on all corporate actions for which applicable law does not require participation by the full Board.
•In practice, the Executive Committee acts in place of the full Board only when emergency issues or scheduling conflicts make it difficult or impracticable to assemble the full Board.
•All actions taken by the Executive Committee must be reported at the next Board meeting, or as soon thereafter as practicable.
The Executive Committee held oneno formal meetingmeetings during fiscal 2020, and2023, but took action by unanimous written consent.



2423 NIKE, INC.


THE BOARD’S ROLE IN RISK OVERSIGHT
While the Company’sCompany's management team is responsible for day-to-day management of the various risks facing the Company, the Board takes an active role in the oversight of the management of critical business risks. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of NIKE’sNIKE's business strategy. The Board recognizes it is neither possible nor prudent to eliminate all risk. Purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve its strategic objectives.
THE BOARD OF DIRECTORS
The Board implements its risk oversight function both as a whole and through committees, which play a significant role in carrying out risk oversight. While the Audit & Finance Committee is responsible for oversight of management’smanagement's risk management policies, oversight responsibility for particular areas of risk is allocated among the Board committees according to the committee’scommittee's area of responsibility as reflected in the committee charters.
graphic_orangearrow.jpg
BOARD COMMITTEES
The AUDIT & FINANCE COMMITTEE oversees risks related to the Company’sCompany's financial statements, the financial reporting process, accounting, legal matters, investments, access to capital and capital deployment, currency risk and hedging programs, information security (including risks related to cyber security)cybersecurity), and data protection. The committee oversees the internal audit function, reviews a risk-based plan of internal audits, and reviews a risk-based integrated audit of internal controls over financial reporting. The committee meets separately with the Vice President of CorporateGlobal Audit and Chief Risk Officer, representatives of the independent registered public accountants, and senior management.
The COMPENSATION COMMITTEE oversees risks associated with the Company’sCompany's compensation philosophy and programs management succession plans, and executive succession and development.
The CORPORATE RESPONSIBILITY, SUSTAINABILITY & GOVERNANCE COMMITTEE oversees risks associated with corporate social purpose and company governance, including NIKE’sNIKE's Code of Conduct and its compliance programs, and the structure and performance of the Board and its committees. The committee also oversees protection of the Company’sCompany's corporate reputation including issues that involve social and community engagement, workplace diversity, equity, and inclusion, and sustainability innovation relating to the Company’sCompany's products, its supply chain (including labor practices), and the environment.
graphic_blackarrow.jpg
EXECUTIVE LEADERSHIP TEAM
Each committee chair works with one or more senior executives assigned to assist the committee in: developing agendas for the year and for each meeting, paying particular attention to areas of business risk identified by management, Board members, internal and external auditors, and in their committee charter; and scheduling agenda topics, presentations, and discussions regarding business risks within their area of responsibility. At meetings, the committees discuss areas of business risk, the potential impact, and management’smanagement's initiatives to manage business risk, often within the context of important business decisions. Through this process, key business risk areas are reviewed at appropriate times, with some topics reviewed on severalmultiple occasions throughout the year. At every Board meeting, each committee chair provides a report to the full Board outlining itsthe committee's discussions and actions, including those affecting the oversight of various risks.
The Company believes its leadership structure, discussed in detail above, supports the risk oversight function of the Board. Strong directors chair the various committees involved in risk oversight, there is open communication between management and directors, and all directors are involved in the risk oversight function.

THE BOARD’S ROLE IN ESG OVERSIGHT
The Board takes an active role overseeing NIKE's commitment to, and progress on, environmental, social, and governance ("ESG") matters. The Board oversees ESG matters primarily through the Corporate Responsibility, Sustainability & Governance


20202023 PROXY STATEMENT 2524


Committee. In addition to overseeing corporate governance (generally, the "G" in "ESG"), this committee also oversees the risks and opportunities associated with NIKE's Purpose to move the world forward through the power of sport, with a focus on the three pillars of people, planet, and play (generally, the "E" and "S" in "ESG"). The committee's responsibilities include reviewing and providing guidance to management regarding significant Purpose strategies, activities, policies, investments, and programs; reviewing the development of NIKE's five-year Purpose targets and long-term sustainability targets, and monitoring the Company's progress towards those targets; and reviewing and providing guidance to management regarding NIKE's annual Impact Report, which describes our progress towards our Purpose targets for our shareholders and other stakeholders. The Compensation Committee also plays a key role with respect to ESG by overseeing talent management and development for executive officers and senior management, including with respect to employee engagement and workplace diversity, equity, and inclusion. More information about Purpose, including NIKE's annual Impact Report, is available on the Impact section of our website.
SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
Shareholders or interested parties desiring to communicate directly with the Board with non-management directors, or with any individual director may do so in writing addressed to the intended recipient or recipients, c/o Ann M. Miller, Vice President, Corporate Secretary, and Chief Ethics & Compliance Officer, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453. AllThe Office of the Corporate Secretary reviews all such communications will be reviewed, compiledand refers relevant correspondence directly to a director, as necessary, and then forwardedappropriate. In addition, the Office of the Corporate Secretary regularly summarizes for the Board all communications that relate to the designated recipientfunctions of the Board or recipients in a timely manner.its committees or that otherwise warrant Board attention.
CODE OF CONDUCT
The NIKE Code of Conduct which was refreshed in 2019, is available at the Company’sCompany's corporate website, http://investors.nike.com, and will be provided in print without charge to any shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive, Beaverton, Oregon 97005-6453. The Code of Conduct applies to all of the Company’sCompany's employees and directors, including our CEO and all other executive officers. The Code of Conduct provides that any waiver of the Code of Conduct for executive officers or directors may be made only by the Board or a committee of the Board. Any such waiver will be publicly disclosed, when required by law. The Company plans to disclose amendments to, and waivers from, the Code of Conduct on the Company’sCompany's corporate website: http://investors.nike.com.
CAPITAL STRUCTURE
Since NIKE's initial public offering in 1980, the Company's articles of incorporation have provided for NIKE to have two classes of voting stock, consisting of the Class A Stock and the Class B Stock.
RIGHTS AND HOLDERS OF COMMON STOCK
The shares of Class A Stock and Class B Stock have identical voting and economic rights except that the holders of the Class A Stock and Class B Stock vote as separate classes for purposes of electing directors. As long as the number of outstanding shares of Class B Stock is between 25% and 87.5% of the total number of outstanding shares of Common Stock (as is currently the case), the holders of the Class B Stock, voting as a separate class, have the right to elect 25% of the Board (rounded up to the nearest whole number) and the holders of the Class A Stock, voting as a separate class, have the right to elect the remaining directors. If at any time the outstanding number of shares of Class A Stock is less than 12.5% of the total number of outstanding shares of Common Stock, then the Class B Stock, voting as a separate class, will continue to have the right to elect 25% of the Board (rounded up to the nearest whole number), and the Class A Stock and Class B Stock will vote together as a single class to elect the remaining directors.
Because there are currently thirteen directors on the Board and the outstanding number of shares of Class B Stock is between 25% and 87.5% of the outstanding shares of Common Stock, the holders of the Class B Stock are entitled to elect four directors at the Annual Meeting and the holders of the Class A Stock are entitled to elect the remaining nine. On all other matters besides the election of directors (including Proposals 2, 3, 4, 5, and 6), the Class A Stock and Class B Stock vote together as a single class, each with one vote per share.

25 NIKE, INC.

Each share of Class A Stock is convertible into one share of Class B Stock. Such conversion is solely at the option of the holder, and cannot be dictated by either the Company or the Board. The Class A Stock is currently primarily held by Swoosh, LLC, an entity that was formed by Mr. Philip Knight, NIKE's co-founder, in 2015 to hold the majority of his shares of Class A Stock.
For additional information regarding NIKE's classes of Common Stock, see the description of the Company's securities included as Exhibit 4.7 to NIKE's Annual Report on Form 10-K for fiscal 2023. For additional information regarding key holders of the Class A Stock and Class B Stock, see the section below titled "Stock Ownership Information—Stock Holdings of Certain Owners and Management".
STRUCTURAL ADVANTAGES
Our unique capital structure enables NIKE to focus on long-term strategy, which our Board believes is critical to creating long-term value. This long-term vision has enabled the Company to prioritize research and development and innovation, to invest in transformations in support of our strategic objectives, and to integrate Purpose into our business strategy. It has also helped to preserve and advance NIKE's unique culture, which we believe powers our success.
At the same time, our capital structure meaningfully protects and represents the interests of our public Class B shareholders. All of our directors, regardless of which class of Common Stock elected them, have fiduciary duties to act in the best interests of all NIKE shareholders. In addition, all directors are subject to the same nomination and evaluation processes, which are described in the section above titled "NIKE, Inc. Board of Directors—Director Nominations", and the Board considers all directors when assessing the mixture of experience, attributes, and skills represented on the Board. All of the directors elected by our Class B shareholders, as well as six out of nine of the directors elected by our Class A shareholders, are independent, and only independent directors sit on the Audit & Finance Committee, the Compensation Committee, and the Corporate Responsibility, Sustainability & Governance Committee.
INVESTOR FEEDBACK
Although the Board cannot change or eliminate our dual class capital structure without the approval of the holders of the Class A Stock, the Company believes it is important to engage regularly with Class B shareholders to understand their views on NIKE's capital structure. The majority of shareholders with whom we engaged since our last annual meeting expressed that they did not have concerns with the Company's dual class structure in light of the fact that it provides for equal voting and economic rights on all matters other than the election of directors, as well as the Company's long history of strong corporate governance practices, effective Board composition, and extensive shareholder engagement. However, some shareholders expressed a desire for the slate of Class B director nominees to include a member from each of the key Board committees and to be refreshed more frequently. In response to that feedback, the Company's Class B slate was updated for this Annual Meeting to include a balance of continuing and new Class B director nominees and to include a member of each of the three key Board committees: the Audit & Finance Committee, the Compensation Committee, and the Corporate Responsibility, Sustainability & Governance Committee.
SHAREHOLDER ENGAGEMENT
Our approach to governance is informed by the insights and perspectives of our Class B shareholders. We greatly value the opportunity to engage with and solicit feedback from our shareholders regarding matters involving the Company, with a focus on ESG matters, and we believe that maintaining an open dialogue strengthens the Company's approach to its corporate governance practices and disclosures. Below is an overview of the Company's fiscal 2023 engagement practices regarding ESG matters. These ESG-related engagements take place in addition to regular financial-related outreach led by our Investor Relations team and engagement with shareholder proponents led by our Office of the Corporate Secretary.
INTEGRATED ENGAGEMENT TEAMTYPES OF ENGAGEMENTKEY FY23 ENGAGEMENT TOPICS
•Independent Directors
•Investor Relations
•Total Rewards and Executive Compensation
•Office of the Corporate Secretary
•Sustainability
•Responsible Supply Chain
•One-on-one meetings
•Small group calls
•E-mail communications
•Board composition
•Risk oversight
•Capital structure
•Executive compensation
•Purpose strategy
•Responsible sourcing
•Environmental sustainability
•Diversity, equity, and inclusion
In fiscal 2023, we engaged with shareholders representing 52% of our Class B shares

2023 PROXY STATEMENT 26

The Board is committed to understanding the views of our shareholders. Therefore, independent members of our Board—consisting of the Chair of our Corporate Responsibility, Sustainability & Governance Committee as well as our Lead Independent Director and Chair of our Compensation Committee—actively participated in engagements with certain of the Company's largest investors during fiscal 2023. In addition, management and our Board leadership ensures that key themes and feedback that emerge during these engagements are reported back to the full Board and any relevant committees, so that we can continue to refine and adapt our practices to better address the issues that our shareholders raise with us.
The Board and management carefully consider and integrate shareholder feedback into the Company's practices and disclosures. Recent changes to our practices include refreshing the slate of Class B director nominees for this Annual Meeting (as described in the section above titled "Capital Structure—Investor Feedback"); refining our fiscal 2023 executive compensation program, including by increasing the proportion of the long-term incentive mix delivered in the form of performance-based restricted stock units (as described in the section below titled "Executive Compensation—Compensation Discussion and Analysis—Executive Summary—Say-on-Pay Results and Response"); and revising the NIKE, Inc. Policy on Public Policy and Political Activities in fiscal 2022 to increase transparency regarding political contributions. We have also enhanced our proxy statement disclosures over the past several years in response to shareholder feedback, including providing additional detail and transparency regarding Board diversity, Board oversight of ESG, and our capital structure.
DIRECTOR COMPENSATION FOR FISCAL 20202023
NAME(1)
FEES EARNED OR
PAID IN CASH
($)
STOCK
AWARDS(2)(3)
($)
CHANGE IN
PENSION VALUE AND
NONQUALIFIED DEFERRED
COMPENSATION EARNINGS
($)
ALL OTHER
COMPENSATION(4)
($)
TOTAL
($)
Cathleen Benko(5)
101,745200,190— 19,995321,890
Elizabeth Comstock(6)
27,473— — —27,473
Timothy Cook165,000200,190— — 365,190
Thasunda Duckett100,000200,190— 20,000320,190
Mónica Gil(7)
69,780190,092— — 259,872
Alan Graf, Jr.135,000200,190— — 335,190
Peter Henry105,000200,190— 12,500317,690
Travis Knight100,000200,190— — 300,190
Michelle Peluso125,000200,190— 97,140422,330
John Rogers, Jr.100,000200,190— —300,190
Robert Swan(7)(8)
73,035190,092— 20,000283,127
NAMEFEES EARNED OR
PAID IN CASH
($)		 
STOCK
AWARDS(1)(2) 
($)

CHANGE IN
PENSION VALUE AND
NONQUALIFIED DEFERRED
COMPENSATION EARNINGS
($)
ALL OTHER
COMPENSATION(3) 
($)

TOTAL
($)
Cathleen A. Benko100,000 175,049
—
20,000
295,049
Elizabeth J. Comstock100,000 175,049
—
20,000
295,049
John G. Connors105,000 175,049
—
20,000
300,049
Timothy D. Cook150,000 175,049
—
20,000
345,049
Thasunda B. Duckett54,670
(4) 
175,056
—
—
229,726
Alan B. Graf, Jr.130,000 175,049
—
—
305,049
Peter B. Henry103,118 175,049
—
5,000
283,167
Travis A. Knight100,000 175,049
—
—
275,049
John C. Lechleiter31,253
(5) 
—
—
20,000
51,253
Michelle A. Peluso118,967 175,049
—
20,000
314,016
John W. Rogers, Jr.100,000 175,049
—
20,000
295,049
John R. Thompson, Jr.82,000
(6) 
175,049
—
22,536
279,585
(1)Represents the grant date fair value of restricted stock awards granted in fiscal 2020 computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value is based on the closing market price of our Class B Stock on the grant date. As of May 31, 2020, non-employee directors held the following number of outstanding shares of unvested restricted stock: Ms. Benko, 1,996; Ms. Comstock, 1,996; Mr. Connors, 1,996; Mr. Cook, 1,996; Ms. Duckett, 1,918; Mr. Graf, 1,996; Mr. Henry, 1,996; Mr. Knight, 1,996; Ms. Peluso, 1,996; Mr. Rogers, 1,996; and Mr. Thompson, 1,996.
(2)As of May 31, 2020, non-employee directors held outstanding options for the following number of shares of our Class B Stock: Ms. Comstock, 42,000; Mr. Connors, 66,000; Mr. Cook, 66,000; and Dr. Lechleiter, 66,000.
(3)Includes matched contributions to charities in the following amounts: Ms. Benko, $20,000; Ms. Comstock, $20,000; Mr. Connors, $20,000; Mr. Cook, $20,000; Mr. Henry, $5,000; Dr. Lechleiter, $20,000; Ms. Peluso, $20,000; and Mr. Rogers, $20,000. For Mr. Thompson, includes medical and life insurance premiums of $22,536 paid by the Company.
(4)Ms. Duckett was appointed to the Board of Directors on November 14, 2019 (includes prorated annual retainer payments).
(5)Dr. Lechleiter did not stand for re-election at our 2019 annual meeting of shareholders and retired effective September 19, 2019 (includes prorated annual retainer payments).
(6)Mr. Thompson retired from the Board effective May 31, 2020 and transitioned to the role of Director Emeritus.

(1)Does not include Maria Henry, who was appointed to the Board effective June 1, 2023.

(2)Represents the grant date fair value of restricted stock awards granted in fiscal 2023 computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value is based on the closing market price of our Class B Stock on the grant date. As of May 31, 2023, Ms. Gil and Mr. Swan held 1,856 shares of unvested restricted stock and each other non-employee director then serving held 1,804 shares of unvested restricted stock.
26 NIKE, INC.
(3)As of May 31, 2023, Mr. Cook held options for 14,000 shares of our Class B Stock, and no other non-employee director held outstanding options.

(4)For Ms. Peluso, consists of $20,000 in matched contributions to charities, $76,060 in security services, and the value of Company-related merchandise. For the other directors, consists of matched contributions to charities in the following amounts: Ms. Benko, $19,995; Ms. Duckett, $20,000; Mr. Henry, $12,500; and Mr. Swan $20,000.
(5)Ms. Benko served on the Audit & Finance Committee through October 6, 2022, therefore her Audit & Finance Committee annual retainer was prorated.
(6)Ms. Comstock did not stand for re-election at our 2022 annual meeting of shareholders and retired effective September 9, 2022, therefore her annual retainer was prorated.
(7)Ms. Gil and Mr. Swan were appointed to the Board on September 20, 2022, therefore their annual retainers were prorated.
(8)Mr. Swan was appointed to the Audit & Finance Committee effective October 7, 2022, therefore his Audit & Finance Committee annual retainer was prorated.
DIRECTOR FEES AND ARRANGEMENTS
Under our standard director compensation program in effect for fiscal 2020,2023, non-employee directors receive:
•An annual retainer of $100,000, paid in quarterly installments.
•Upon appointment to the Board, a one-time, sign-on restricted stock award valued at $175,000$200,000 on the date of grant, generally, the date of appointment. The one-time, sign-on restricted stock award is subject to forfeiture in the event that service as a director terminates prior to the first anniversary of the date of grant.

27 NIKE, INC.

•An annual restricted stock award valued at $175,000$200,000 on the date of grant, generally, the date of each annual meeting of shareholders. The number of restricted shares granted to each director for fiscal 2023 was determined by dividing the director's award value by the average closing price of our Class B Stock for the 20-trading day period ending on the date of grant. The annual restricted stock award is subject to forfeiture in the event that service as a director terminates prior to the earlier of the next annual meeting and the anniversarylast day of the 12th full calendar month following the date of grant.
•For the Lead Independent Director, an annual retainer of $30,000,$40,000, paid in quarterly installments.
•For chairs of Board committees (other than the Executive Committee), an annual retainer of $20,000$25,000 for each committee chaired ($25,00030,000 for the chair of the Audit & Finance Committee), paid in quarterly installments.
•For Audit & Finance Committee members, an additional annual retainer of $5,000, paid in quarterly installments.
•Payment or reimbursement of travel and other expenses incurred in attending Board meetings.
•Matching charitable contributions under the NIKE Matching Gift Program, under which directors are eligible to contribute to qualified charitable organizations and the Company provides a matching contribution to the charities in an equal amount, up to $20,000 in the aggregate, for each director annually.
In fiscal 2020, Mses. Benko, Comstock, Duckett and Peluso, Messrs. Connors, Cook, Graf, Henry, Knight, and Rogers, and Dr. Lechleiter participated in our standard director compensation program as described above, andNeither Mr. Donahoe participated in our standard director compensation program prior to his appointment as President and Chief Executive Officer, effective January 2020.nor Mr. Parker does not receivereceived any additional compensation for services provided as a director.
Mr. Thompson did not participate in our standard director compensation program, pursuant to his election made in fiscal 2000. In fiscal 2020, Mr. Thompson received an annual retainer of $82,000 (instead of the $100,000 annual retainer fee paid under our standard program), medical insurance, and $500,000 of life insurance coverage paid for by the Company. Additionally, on September 19, 2019, the date of the 2019 annual meeting of shareholders, Mr. Thompson received an annual restricted stock award valued at $175,000 on the same terms that apply to the restricted stock awards granted pursuant to our standard program. He was also eligible for payment or reimbursement of Board-related expenses, and participation in the NIKE Matching Gift Program on the same basis as other directors.2023.
Effective June 1, 2020, the Company changed the standard director compensation program by increasing the value of the annual restricted stock award to $185,000 and increasing the value of the one-time, sign-on restricted stock award to $185,000 for newly appointed non-employee directors. All other components of director compensation remain the same.
STOCK OWNERSHIP GUIDELINES FOR DIRECTORS
NIKE maintains stock ownership guidelines for all non-employee directors. Under these guidelines, directors are required to hold NIKE stock valued at five times their annual cash retainer. New directors are required to attain these ownership levels within five years of their election to the Board. Each of our directors has met or is on track to meet the specified ownership level.
DIRECTOR PARTICIPATION IN DEFERRED COMPENSATION PLAN
Under our Deferred Compensation Plan, non-employee directors may elect in advance to defer up to 100 percent of the director fees paid by the Company. For a description of the plan, see the section below titled "Compensation Discussion and Analysis—"Executive Compensation—Executive Compensation Tables—Non-Qualified Deferred Compensation in Fiscal 2020—2023—Non-Qualified Deferred Compensation Plans". In addition, in fiscal 2000, Mr. Thompson received credits to a fully vested NIKE stock account under the Deferred Compensation Plan in exchange for his waiver of rights to future payments under a former non-employee director retirement program. The Class B Stock credited to Mr. Thompson’s account will be distributed to him upon termination of his service as Director Emeritus and the account is credited with quarterly dividends until distributed.



20202023 PROXY STATEMENT 2728

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS
PROPOSAL 2
SHAREHOLDER ADVISORY VOTE TO APPROVE

EXECUTIVE COMPENSATION
In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), we are submitting to shareholders our annual "say-on-pay proposal", an advisory vote to approve the compensation of our Named Executive Officers as described in this proxy statement.
At the Company’s 2019our 2022 annual meeting of shareholders, approximately 97%65% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. The Compensation Committee believesproposal, which indicated that there was a continuing opportunity for us to further understand our shareholders' feedback and take action to be responsive. Therefore, as further described in this affirms shareholders’ supportsection, during fiscal 2023 members of the Company’s approach to executive compensationmanagement and the committee’s decisions.Board continued to engage with shareholders to better understand and address their concerns.
As discussed in this section, our executive compensation program is designed to attract and retain top-tier talent and maximize shareholder value. To achieve the objectives of our executive compensation program and emphasize pay-for-performance principles, the Compensation Committee has continued to employ strong governance practices, including:
•    basing a majority of total compensation on performance and retention incentives;
•    setting annual and long-term cash incentive award targets based on clearly disclosed, objective performance measures;
•    mitigating undue risk associated with compensation by using multiple performance targets, caps on potential incentive payments, and a clawback policy; and
•    requiring executive officers to hold NIKE stock through published stock ownership guidelines.
Because your vote is advisory, it will not be binding on the Board. However, the Board values shareholder opinions, and the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
BOARD RECOMMENDATION
Image106.jpg
The Board of Directors recommends that shareholders vote FOR approval of the following resolution:
RESOLVED, that the shareholders approve the fiscal 20202023 compensation paid to the Named Executive Officers as disclosed in this proxy statement pursuant to the SEC’sSEC's compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables).




2829 NIKE, INC.


INTRODUCTIONCOMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis ("CD&A") describes our compensation program, philosophy, decisions, and process for the compensation of our "NamedNamed Executive Officers" (also referred to as our "NEOs")Officers for fiscal 2020:
2023:
NAMED EXECUTIVE OFFICER
TITLE1
John J. Donahoe IIPresident and Chief Executive Officer (since January 13, 2020)
Mark G. Parker
Executive Chairman (since January 13, 2020)
Chairman, President, and Chief Executive Officer (until January 12, 2020)
Matthew FriendExecutive Vice President and Chief Financial Officer (since April 1, 2020)
Andrew Campion
Chief Operating Officer (since April 1, 2020)
Executive Vice President and Chief Financial Officer (until March 31, 2020)
Hilary K. KraneHeidi O'NeillExecutive Vice President, Chief Administrative Officer and General Counsel
Monique MathesonExecutive Vice President, Global Human Resources
John F. SlusherExecutive Vice President, Global Sports Marketing
Elliott J. HillPresident, Consumer and Marketplace (until March 31, 2020)
Eric D. SprunkChief Operating Officer (until March 31, 2020)

(1)    Reflects titles as of May 31, 2023, which was the last day of fiscal 2023. Effective June 1, 2023, the first day of fiscal 2024, Mr. Campion ceased serving as Chief Operating Officer and became NIKE's Managing Director, Strategic Business Ventures, and Ms. O'Neill became NIKE's President, Consumer, Product & Brand.
This CD&ACompensation Discussion and Analysis is organized into fivefour sections:
•Executive Summary (page 29)31)
Leadership Transitions (page 31)
•Compensation of Our Named Executive Officers (page 32)34)
•Our Compensation Process (page 39)41)
•Other Compensation Practices (page 40)42)
Key Defined Terms
TERMDEFINITION
401(k) Plan401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc.
Absolute TSRCompany total shareholder return for the applicable performance period
Adjusted Digital RevenueCompany revenue generated through sales on NIKE digital platforms, excluding the impact of acquisitions and divestitures; changes in accounting principles; unanticipated restructurings; unanticipated exchange rate fluctuations; other extraordinary, unusual, or infrequently occurring items; and the unanticipated impact from Nike Virtual Studios and RTFKT
Adjusted EBITEBIT, excluding the impact of acquisitions and divestitures; changes in accounting principles; unanticipated restructurings; unanticipated exchange rate fluctuations; other extraordinary, unusual, or infrequently occurring items; and the unanticipated impact from Nike Virtual Studios and RTFKT
Adjusted RevenueCompany revenue, excluding the impact of acquisitions and divestitures; changes in accounting principles; unanticipated restructurings; unanticipated exchange rate fluctuations; other extraordinary, unusual, or infrequently occurring items; and the unanticipated impact from Nike Virtual Studios and RTFKT
CD&ACompensation Discussion and Analysis
EBITCompany earnings before interest and taxes
LTIPNIKE, Inc. Amended and Restated Long-Term Incentive Plan
NEONamed Executive Officer
PSPNIKE, Inc. Executive Performance Sharing Plan
PSUPerformance-based restricted stock unit
Relative TSRAbsolute TSR for the applicable performance period relative to total shareholder return over the same period for the other companies in the S&P 500
RSUTime-vesting restricted stock unit
SIPNIKE, Inc. Stock Incentive Plan

2023 PROXY STATEMENT 30

EXECUTIVE SUMMARY
SAY-ON-PAY RESULTS AND RESPONSE
SCOPE OF OUTREACH & ENGAGEMENT
Our annual say-on-pay vote is one of our opportunities to receive feedback from shareholders regarding our executive compensation program, and as such is taken very seriously by the Compensation Committee and Board. In 2022, our executive compensation program received the support of approximately 65% of the total votes cast at our annual meeting of shareholders. This reflected a slight decrease in support compared to the 2021 say-on-pay vote, indicating to the Compensation Committee and the Board that there was an opportunity to further understand and consider investor perspectives on the recent changes to our compensation program and take additional responsive actions to address any ongoing concerns. As a result, we continued to actively seek feedback from shareholders and build on our record of responsiveness, reaching out to shareholders owning approximately 50% of outstanding shares of our Class B Stock and speaking with shareholders owning approximately 48% of outstanding shares of our Class B Stock. Our Lead Independent Director and Compensation Committee Chair, Timothy Cook, and our Corporate Responsibility, Sustainability & Governance Committee Chair, Michelle Peluso, participated in conversations with shareholders owning approximately 22% of outstanding shares of our Class B Stock. All feedback was shared with the Board and helped to shape the changes made to our executive compensation program and related disclosure, as set forth in this year's CD&A.
piechart_outreachandengagement.jpg
Engaged with
100%
of our top 10 institutional shareholders
Through this engagement, we learned that shareholders were generally supportive of changes made to our compensation program over the past two years, which have strengthened the alignment of our executives’ interests with those of our shareholders, continued our practice of tying compensation to progress on our Purpose targets, and reinforced our one-team culture. Shareholders also provided helpful feedback on fiscal 2022 compensation decisions and the continued evolution of our long-term incentive program, which informed a number of responsive actions described below.
While some shareholders understood the rationale for adjustments to the fiscal 2022 PSP given the unforeseen continued impacts of COVID-related disruptions in key geographies, others sought further clarification regarding the Compensation Committee's decision-making process, including its consideration of retention implications and its application of discretion under our "pay for performance" philosophy. During our conversations with shareholders, we discussed the challenges of setting rigorous targets in light of market uncertainty and the desire among shareholders to maintain a program design that prioritizes pay for performance and retention of top-tier talent, and aligns executive incentives with shareholder interests. These continue to be top priorities for NIKE, as reflected in our practices and disclosures with respect to our fiscal 2023 PSP.
We also discussed the continued evolution of the structure of our long-term incentive program, after replacing the cash-based LTIP awards with stock-based PSU awards beginning with the fiscal 2022 – 2024 performance period. This marked a significant shift in NIKE's program structure, and therefore required a transition period to phase-in delivering 50% of the long-term incentive awards in the form of PSUs. Shareholders broadly appreciated this commitment, but some expressed the desire for additional clarity on the specific timeline. The proportion of the total long-term incentive mix delivered in the form of PSUs was significantly increased for fiscal 2023 for all executive officers (excluding the Executive Chairman, who did not receive any new LTIP or PSU awards after fiscal 2021), and the phase-in will be completed with the fiscal 2024 awards. Shareholders also appreciated our additional proxy disclosure, including the Annual Direct Compensation Table, explaining the artificially inflated values in the Summary Compensation Table due to the shift to PSUs, which we have continued to provide in this year's proxy statement.
Our engagements with shareholders also provided the opportunity to discuss our continued incorporation of the "People & Planet" modifier into long-term incentive awards. Shareholders appreciated our thoughtful approach to the incorporation of progress on our Purpose targets as a consideration in executive compensation and supported the continued incorporation of the modifier. The fiscal 2021 – 2023 LTIP awards are the first to feature this modifier, and we have included robust disclosure in this CD&A regarding the methodology and rationale underlying the earnout, in line with feedback received from shareholders.
The Board and Compensation Committee greatly value these engagements with shareholders and are committed to maintaining ongoing dialogue and incorporating shareholder feedback into the design of the executive compensation program going forward.

31 NIKE, INC.

The following table summarizes feedback themes we heard from shareholders and actions taken to be responsive:
WHAT WE HEARDHOW WE RESPONDED
Shareholders supported increasing the proportion of the total long-term incentive mix (PSUs, stock options, and RSUs) delivered in the form of PSUs to 50%, and recommended clarifying the timeline for implementing that change
•For fiscal 2023 awards, significantly increased the proportion of the total long-term incentive mix delivered in the form of PSUs to all executive officers who received PSUs, with 46% of CEO awards delivered as PSUs
•For fiscal 2024 awards, increasing the proportion of the total long-term incentive mix delivered in the form of PSUs to 50% for all executive officers who receive PSUs
•Committed to maintain at least 50% PSUs on a go-forward basis
Shareholders had mixed reactions to adjusting upwards the payout for fiscal 2022 PSP awards, with some shareholders objecting to the principal of upward adjustments and other shareholders supporting the adjustment based on the specific circumstances and methodology
•Confirmed that the Compensation Committee generally seeks to avoid upward adjustments to incentive plan payouts, and carefully considers any such adjustments to ensure the compensation program continues to pay for performance and retain top-tier talent
Shareholders continued to support the inclusion of the People & Planet modifier in long-term incentive awards, and expressed interest in understanding the methodology underlying long-term incentive award payout determinations
•Continued incorporating People & Planet modifier in fiscal 2023 – 2025 PSU awards
•Provided robust disclosure in this proxy statement regarding the methodology and rationale underlying the earnout of the People & Planet modifier for the 2021 – 2023 LTIP awards (the first awards to feature this modifier)
Shareholders understood that replacing cash-based LTIP awards with PSUs would artificially inflate values in the Summary Compensation Table for fiscal years 2022 and 2023 due to SEC rules
•Continued to include the Fiscal 2023 Annual Direct Compensation Table to clearly communicate how the Compensation Committee views compensation awarded for fiscal 2023
GUIDING COMPENSATION PRINCIPLES
•To drive business results and maximize shareholder value, our executive compensation is highly incentive-based.
•To emphasize long-term performance, increase alignment between executives and shareholders, and support retention, incentive compensation is weighted towards long-term awards.
•To foster teamwork and ensure internal pay equity, we utilize a cohort approach by aligning compensation across certain executive roles.
•To ensure that our executive compensation program supports our business strategy and talent plan, we determine cohort compensation levels by holistically considering factors relating to our business, the competitive market for top-tier talent, and the applicable executives.


2020 PROXY STATEMENT 29

ANNUAL DIRECT COMPENSATION ELEMENTS
NIKE's annual direct compensation for the Named Executive Officers generally consists of the following elements:
ELEMENTKEY CHARACTERISTICSPURPOSE
Base SalaryFixed cash compensationProvides market competitive baseline compensation to attract and retain top-tier talent
Annual Cash Incentive Award - Executive Performance Sharing Plan ("PSP")– PSPVariable cash incentive compensation earned at 0% – 150% based on Company performance over a 1-year performance periodMotivates and rewards achievement of sustainable and profitable growth
Long-Term Incentive Awards – SIPCash
PSUs(1)
Long-Term Incentive Plan ("LTIP")Variable cashstock-based incentive compensation earned at 0% – 200% based on Company performance over a 3-year performance periodperiod; value dependent upon achievement of performance metrics and our stock priceMotivatesAligns NEOs' interests with those of our shareholders by motivating and rewardsrewarding achievement of long-term shareholder value and growthgrowth; promotes retention
StockStock OptionsStock-based incentive 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 retention
Restricted Stock Units ("RSUs")RSUsStock-based incentive compensation that generally vests in 3 equal annual installments; value tied to our stock priceAligns NEOs' interests with those of our shareholders by rewarding long-term value creation; promotes retention

(1)Prior to fiscal year 2022, this portion of annual direct compensation was delivered in the form of cash-based awards under our LTIP. LTIP awards granted in fiscal 2021 were earned based on Company performance over fiscal years 2021 – 2023; their payout is described in the section below titled "Compensation of our Named Executive Officers—Long-Term Incentive—Fiscal 2021 Award Results" and included in the Summary Compensation Table as part of fiscal 2023 compensation due to SEC rules. There are no other outstanding LTIP awards.

2023 PROXY STATEMENT 32

FISCAL 2023 ANNUAL DIRECT COMPENSATION TABLE
In fiscal 2022, the Compensation Committee replaced cash-based LTIP awards with PSUs. Both types of awards are earned based on Company performance over a three-year performance period. Because SEC rules require that we report in the Summary Compensation Table cash-based incentive awards for the year earned and stock-based incentive awards for the year granted, for fiscal 2023 the Summary Compensation Table reflects both the payout of the fiscal 2021 – 2023 LTIP awards (which were awarded as part of fiscal 2021 annual compensation) and the grant of the fiscal 2023 – 2025 PSUs (which were awarded as part of fiscal 2023 annual compensation). The table below supplements the Summary Compensation Table, which appears on page 44. By excluding (1) the payout of the fiscal 2021 – 2023 LTIP awards and (2) perquisites, including the enhanced charitable match benefits provided to Messrs. Donahoe and Parker that are not actually received by these executives, we believe that the table below more accurately reflects how the Compensation Committee views fiscal 2023 annual direct compensation.
NAME(1)
SALARY
PSP(2)
PSUs(3)
RSUs(3)
STOCK OPTIONS(3)
TOTAL
John Donahoe II$1,500,000$3,570,000$10,250,484$2,969,971$7,247,371$25,537,826
Mark Parker$1,000,000———$2,300,765$3,300,765
Matthew Friend
$1,221,154$1,785,000$2,595,059$1,484,986$2,415,790$9,501,989
Andrew Campion$1,250,000$1,785,000$2,595,059$1,484,986$2,415,790$9,530,835
Heidi O'Neill$1,250,000$1,785,000$2,595,059$1,484,986$2,415,790$9,530,835
(1)    The above table is not a substitute for the Summary Compensation Table set forth on page 44 of this proxy statement. The amounts in this table differ from the amounts determined under SEC rules as reported for fiscal 2023 in the Summary Compensation Table.
(2)    Reflects fiscal 2023 annual cash incentive awards under the PSP. These PSP awards were paid at 119% based on Company performance during fiscal 2023, as described in the section below titled "Compensation of our Named Executive Officers—Annual Cash Incentive".
(3)    Reflects fiscal 2023 grants of long-term incentive compensation—granted in the form of PSUs, RSUs, and stock options—computed, in each case, in accordance with accounting guidance applicable to stock-based compensation. PSUs will be earned between 0% and 200% of target based on Company performance during the fiscal 2023 – 2025 performance period.
EXECUTIVE COMPENSATION GOVERNANCE PRACTICES
WHAT WE DOWHAT WE DON’T DO
ü Base a majority of total compensation on performance and retention incentives
ü Mitigate undue risk by using multiple performance periods and metrics, incentive payment caps, and a clawback policy
ü Base annual and long-term cash incentive awards on clearly disclosed, objective performance goals
ü Maintain robust stock ownership guidelines
ü Vest stock-based awards over time to promote long-term performance and retention
ü Provide only double-trigger change-in-control acceleration for stock-based awards
û No retirement acceleration for PSUs or RSUs
û No dividend equivalents paid on PSUs or RSUs unless and until shares are earned
û No repricing of stock options
û No hedging transactions or short sales permitted
û No pension or supplemental executive retirement plan
û No tax gross-ups for perquisites
û No cash-based change-in-control benefits
û No excise tax gross-ups upon change of control
FISCAL 2020 DEVELOPMENTS
Fiscal 2020 was a year of transformation, both at NIKE and around the world. For NIKE, fiscal 2020 brought key changes to our leadership team. In January 2020, our long-time President and CEO, Mr. Mark G. Parker, transitioned into the role of Executive Chairman while Mr. John J. Donahoe II, a tenured director of the Company, stepped into the roles of President and CEO. Additional executive officer transitions occurred in April 2020, in accordance with our succession planning offense. Around the same time, the world was being transformed as a result of COVID-19. First identified in December 2019, and subsequently declared a pandemic by the World Health Organization, COVID-19 has significantly impacted the health, safety, and livelihood of people around the world, and brought economic challenges on a global scale to countries, companies and financial markets. Because NIKE's fiscal year ended on May 31, 2020, fiscal 2020 included a period of strong pre-pandemic performance followed by a shorter period which was significantly impacted by COVID-19. The Compensation Committee's actions addressing each of these key developments—our leadership transitions and the COVID-19 pandemic—and the resulting impacts on fiscal 2020 executive compensation are discussed in detail throughout the CD&A.


30 NIKE, INC.

LEADERSHIP TRANSITIONS
During fiscal 2020, we made significant changes to our executive team intended to build on our solid foundation and enable our next phase of sustainable growth. On January 13, 2020, Mr. Donahoe became President and CEO of NIKE and Mr. Parker—our President and CEO since 2006—became Executive Chairman. Mr. Elliott J. Hill and Mr. Eric D. Sprunk announced their retirements as President of Consumer and Marketplace and Chief Operating Officer, respectively, on February 12, 2020. On April 1, 2020, Mr. Andrew Campion succeeded Mr. Sprunk as Chief Operating Officer and Mr. Matthew Friend succeeded Mr. Campion as Chief Financial Officer. These executive transitions were executed in accordance with the Company’s succession planning offense to establish the executive team that will set the pace for the Company. In connection with, and in support of, these transitions, the Compensation Committee approved certain compensation arrangements and one-time awards, as described below.
In connection with the CEO transition, the Compensation Committee approved compensation arrangements for each of Messrs. Donahoe and Parker. The compensation package for Mr. Donahoe was designed to tie his pay to Company performance and align his long-term economic interests with those of our shareholders. Mr. Donahoe's annual direct compensation is consistent with our executive compensation program and competitive in light of the market for top-tier talent. Mr. Donahoe's fiscal 2020 annual direct compensation is discussed in more detail below in the section titled "Compensation of Our Named Executive Officers". As illustrated below, the Compensation Committee also made certain one-time grants to Mr. Donahoe, consisting of a cash incentive award and sign-on stock-based awards under our Stock Incentive Plan. These one-time CEO transition grants are intended to immediately align Mr. Donahoe's incentives with the Company's ongoing and long-term success and to make Mr. Donahoe whole for a portion of compensation that he forfeited from his prior employer in connection with his appointment as NIKE's CEO:
ONE-TIME CEO TRANSITION GRANTS FOR MR. DONAHOE
transitiongrants.jpg
Transition-Period Cash Incentive Award
• Cash incentive award granted to support a smooth and effective transition
• Earned based on the achievement of qualitative, transition-related performance metrics over the performance period of January 13, 2020 to May 31, 2021
Sign-On Performance Options
• Vesting conditioned on (1) a 20% increase in the value of our Class B Stock from the value on the grant date and (2) Mr. Donahoe's continued service with the Company for at least 3 years
Sign-On RSUs
• Vest in equal annual installments over 3 years
• Accumulate dividend equivalents that are paid only upon vesting
To support a smooth and effective CEO transition, the Compensation Committee granted Mr. Parker a one-time, transition-period cash incentive award with a target value of $10,000,000, which will be earned based on the achievement of qualitative, transition-related performance metrics over the performance period of January 13, 2020 to May 31, 2021.

The Compensation Committee approved annual direct compensation for Mr. Friend in connection with his transition into the role of Chief Financial Officer. The Compensation Committee had previously approved annual direct compensation for Mr. Campion in his role as Chief Financial Officer and determined to maintain that compensation for the remainder of the fiscal year. Fiscal 2020 annual direct compensation for each of these executives is consistent with our executive compensation program and is discussed in more detail below in the section titled "Compensation of Our Named Executive Officers".33 NIKE, INC.
The Compensation Committee also approved one-time grants of stock-based transition awards to Messrs. Campion and Friend in the amounts of $10,000,000 and $6,000,000, respectively, to support business and leadership continuity during this transitional period. These awards are in the form of RSUs that vest in equal annual installments over four years and accumulate dividend equivalents that are paid only upon vesting. To further support business and leadership continuity during this executive transition period, and to promote the ongoing engagement of the continuing members of our senior leadership team, the Compensation


2020 PROXY STATEMENT 31


Committee also approved one-time grants of stock-based retention awards in the amount of $4,000,000 to each of Ms. Hilary K. Krane, Ms. Monique Matheson, and Mr. John F. Slusher. These awards are in the form of RSUs that cliff vest at the end of the three-year retention period and accumulate dividend equivalents that are paid only upon vesting. The transition and retention awards were granted on June 1, 2020 and therefore will be reflected in next year's Summary Compensation Table as part of fiscal 2021 compensation.
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
COMPENSATION OBJECTIVES AND STRUCTURE
Our executive compensation program is designed to attract and retain top-tier talent in a competitive marketplace and to maximize shareholder value by rewarding NEOs for strong Company performance. The program generally consists of annual direct compensation, with a focus on incentive compensation, and competitive benefits that are generally consistent with the benefits offered to our other U.S.-based employees. During fiscal 2020, the Compensation Committee also approved special one-time grants of incentive-based and stock-based compensation to certain NEOs in connection with senior leadership changes to support continuity during a key transitional period, as described in the section above titled "Leadership Transitions". In addition, in response to the COVID-19 pandemic, the Compensation Committee made certain determinations with respect to fiscal 2020 incentive compensation to recognize strong performance prior to the pandemic, ensure sustained engagement, and drive key business results, as described in the sections below titled "Long-Term Cash Incentive—Fiscal 2020 – 2022 LTIP Award Grants" and "Cash Bonus".
We structure our executive compensation program in the context of our business strategy and talent plan. To foster teamwork and ensure internal pay equity, we utilize a segmented cohort approach that aligns compensation across certain executive roles. Cohort compensation levels are determined by holistically considering factors such as future potential, individual performance, market insights, succession planning, retention, and leadership continuity. New executives are phased into a cohort by taking into consideration their relative experience, expected contributions, and market position.
Our philosophy is to "pay for performance" in order to drive business results and maximize shareholder value. As a result, executive compensation is highly incentive-based and weighted towards long-term awards to emphasize long-term performance and support retention. Our executive compensation program as a whole, and in particular annual direct compensation, balances performance incentives, including by using multiple performance metrics and performance periods, withand through a mixture of cash- and stock-based compensation elements. Stock-based compensation compensation—which consists of PSUs, stock options, and RSUs—is also structured to pay for performance and is delivered 60% inby linking the formmajority of each NEO's target total annual direct compensation directly to our stock options and 40% in the form of RSUs.price. The following charts illustratechart illustrates the mix of components that make up fiscal 20202023 target total annual direct compensation for our NEOs.CEO.
fy20targettotalannualdirectc.jpg
*Represents the average for Messrs. Donahoe and Parker.
**Represents the average for Messrs. Friend, Campion, Slusher, Hill, and Sprunk and Mses. Krane and Matheson.


32 NIKE, INC.

pg37-gfx_ceocompmix.jpg
BASE SALARY
Base salary is a fixed element of compensation that serves to attract and retain top-tier talent. TheGenerally, the Compensation Committee generally reviews and determines base salaries for our Named Executive Officers in June, with any adjustments becoming effective in August of the same year. For fiscal 2020,2023, the Compensation Committee granted increasesincreased Mr. Friend's base salary to align with his applicable cohort. Base salaries for each of Messrs. Campion, Slusher, Hill, and Sprunk and Ms. Krane to ensure that their salary levels remain positioned competitively relative to the market. Mr. Parker's base salaryother NEO remained unchanged compared to fiscal 2019. The Compensation Committee determined2022.
NAMED EXECUTIVE OFFICERFISCAL 2023 BASE SALARY
% CHANGE(1)
John Donahoe II$1,500,000 0%
Mark Parker$1,000,000 0%
Matthew Friend$1,250,000 13.6%
Andrew Campion$1,250,000 0%
Heidi O'Neill$1,250,000 0%
(1)Represents the change in base salaries for Messrs. Donahoe and Friend in connection with their appointment as President and CEO, and Chief Financial Officer, respectively, and for Ms. Matheson during its yearly review of executive annual direct compensation.salary compared to fiscal 2022.

2023 PROXY STATEMENT 34
NAMED EXECUTIVE OFFICERFISCAL 2020 BASE SALARY
% CHANGE(1)
John J. Donahoe II
$1,500,000
N/A
Mark G. Parker
$1,700,000
0%
Matthew Friend
$875,000
N/A
Andrew Campion
$1,100,000
4.8%
Hilary K. Krane
$1,100,000
4.8%
Monique Matheson
$1,100,000
N/A
John F. Slusher
$1,100,000
18.9%
Elliott J. Hill
$1,200,000
4.3%
Eric D. Sprunk
$1,200,000
4.3%

(1)Represents the change in base salary compared to fiscal 2019.
ANNUAL CASH INCENTIVE
Annual cash incentive awards are paid to the Named Executive Officers under our Executive Performance Sharing Plan ("PSP").PSP. PSP awards reflect our "pay for performance" philosophy: they are earned between 0% and 150% of target based on Company performance during the fiscal year. The Compensation Committee retains discretion to reduce or eliminateadjust PSP metrics and award payouts based on individual or Company performance. To align employees and reinforce our one-team culture, the same compensation philosophy structure, and metrics that underlie our PSP awards generally apply to all global employees who are eligible to participate in the Company's success through annual incentive bonuses.
TheFor fiscal 2023, the Compensation Committee increased the PSP target award for each of Messrs. Campion, Slusher, Hill, and Sprunk and Ms. Krane from 100% of base salary to 120% for fiscal 2020 to strengthen the competitiveness of their total direct compensation while ensuring that their compensation remains highly incentive-based. Mr. Parker's PSP target award remained the same as in fiscal 2019. The Compensation Committee determinedmaintained PSP target awards for Messrs. Donahoe and Friend in connection with their appointmenteach Named Executive Officer at the same level as President and CEO, and Chief Financial Officer, respectively, and for Ms. Matheson during its yearly review of executive annual direct compensation. Thehis or her fiscal 20202022 PSP target award. Therefore, the fiscal 2023 PSP target awards are:
were:
NAMED EXECUTIVE OFFICERFISCAL 20202023 PSP TARGET AWARD

(% OF BASE SALARY)
John J. Donahoe II200%
Mark G. Parker200%0%
Matthew Friend120%
Andrew Campion120%
Hilary K. KraneHeidi O'Neill120%
Monique Matheson120%
John F. Slusher120%
Elliott J. Hill120%
Eric D. Sprunk120%
The metricIn June 2022, the Compensation Committee selected three equally-weighted metrics for the fiscal 20202023 PSP awards, was "Adjusted EBIT"designed to support our strategic priorities and drive sustainable and profitable growth. Consistent with the prior year, the fiscal 2023 PSP metrics consisted of: (1) Adjusted Revenue, to drive topline income; (2) Adjusted Digital Revenue, to support digital growth in connection with our Consumer Direct Acceleration strategy; and (3) Adjusted EBIT, to manage overall profitability. Also consistent with the prior year, the committee maintained a single, year-long performance period and set year-long goals for each metric.
In setting the year-long performance goals for the PSP, the Compensation Committee sought to drive sustainable and profitable growth in the context of a business environment characterized by significant potential volatility. In particular, the committee anticipated potential volatility due to outsized macro-economic factors, such as the impact of inflationary pressures on consumer confidence, and geopolitical factors. Accordingly, the Adjusted Revenue and Adjusted Digital Revenue target goals represented an increase of 6% and 15%, calculatedrespectively, compared to actual fiscal 2022 revenue and digital revenue. The Adjusted EBIT target goal represented a decrease of 4% compared to actual fiscal 2022 EBIT, reflecting anticipated currency headwinds. Threshold and maximum goals for each metric were set non-equidistant from the applicable target goal, with additional downside stretch to balance achievability (in support of continued retention) with appropriate upside stretch (to incentivize and reward exceptional performance).
In support of our one-team culture, the fiscal 2023 broad-based annual bonus plan (applicable to employees below the executive officer level) used the same metrics as earnings before interestthe PSP and taxes ("EBIT") adjustedalso weighted them equally. However, the broad-based annual bonus plan used two equally-weighted, six-month performance periods to excludereduce the effectpotential impact of acquisitions, divestitures, accounting changes, restructurings, unanticipated exchange rate fluctuationsvolatility and other extraordinary, unusual, or infrequently occurring items.thereby enable more aggressive target setting. To balance the commitment to a year-long performance period for the PSP with support for our one-team culture, the Compensation Committee determined in June 2022 that the payout level for the fiscal 2023 PSP would not exceed the payout level for the fiscal 2023 broad-based annual bonus plan, and committed to use its negative discretion to reduce the PSP payout level if necessary.
For fiscal 2023, Adjusted Revenue of $52.6 billion corresponded to an earnout of 150%, Adjusted Digital Revenue of $13.7 billion corresponded to an earnout of 137%, and Adjusted EBIT of $7.2 billion corresponded to an earnout of 147%. The earnouts for the three equally-weighted metrics were averaged together to calculate a PSP earnout of 145%. The Compensation Committee selected Adjusted EBITthen considered that the payout level for the broad-based annual bonus plan (applicable to employees below the executive officer level) was 119% as a result of that plan using six-month performance periods. Consistent with our one-team culture as well as the measureCompensation Committee's determination at the beginning of Companyfiscal 2023 that the PSP payout level would not exceed the payout level under the broad-based annual bonus plan, the committee reduced the payout level under the fiscal 2023 PSP to 119% for all executive officers. The fiscal 2023 PSP performance because EBIT representsgoals and achievement levels, and the key measure used internally to manage financial performance and drive operational performance, and adjusting EBIT to excludeCompensation Committee's decision-making, are illustrated below.

35 NIKE, INC.

FISCAL 2023 PERFORMANCE GOALS AND RESULTS
(Dollars in millions)
% PAYOUT
THRESHOLD
50%
TARGET
100%
MAXIMUM
150%
Adjusted Revenue(1)
(Weighted 33.3%)
graphic_fiscal2022performancegoals_adjustedrevenue.jpg
EARNOUT:
150%
Adjusted Digital Revenue(1)
(Weighted 33.3%)
pg37-bar_digitalrevenue.jpg
EARNOUT:
137%
Adjusted EBIT(1)
(Weighted 33.3%)
pg37-bar_adjustedebit.jpg
EARNOUT:
147%
CALCULATED PSP EARNOUT145%
ONE-TEAM CULTURE
•Payout under the broad-based annual bonus plan—based on the same equally-weighted metrics, but using two equally-weighted, six-month performance periods—was 119%
•Compensation Committee exercised negative discretion to reduce the PSP payout to equal the payout under the broad-based annual bonus plan, consistent with our one-team culture
FINAL FISCAL 2023 PSP PAYOUT119%
(1) As described on page 30, each metric excluded the impact of certain non-operational events, helps to help drive and reward organic growth. The elimination ofgrowth, as well as the unanticipated foreign exchange volatility was addedimpact related to certain virtual products, due to the setvolatility inherent in the virtual products market and to help incubate the expansion of EBIT adjustmentsour virtual products business.
LONG-TERM INCENTIVE
Long-term incentive compensation incentivizes and rewards long-term Company performance, aligns executives' interests with those of our shareholders, and promotes retention in a highly competitive talent marketplace. Therefore, this element of our executive compensation program forms the largest portion of our Named Executive Officers' annual direct compensation, constituting 79% of fiscal 2023 target total annual direct compensation for Mr. Donahoe (67% for each other NEO). Fiscal 2023 long-term incentive compensation consisted of three components: PSUs, stock options, and RSUs, each granted under our SIP.


2020 PROXY STATEMENT 33

For fiscal 20202023 awards, because such volatility is disconnected from actual operating results, and this adjustment enables PSP to more precisely reward achievement of sustainable, profitable growth.
In June 2019, the Compensation Committee established challengingbegan evolving the long-term incentive award mix towards delivering 50% of the total award in the form of PSUs (excluding Mr. Parker, whose long-term incentive award is smaller and delivered entirely in the form of stock options due to his role as Executive Chairman). Accordingly, the committee significantly increased the proportion of PSUs for the fiscal 2023 long-term incentive awards, with Mr. Donahoe's award delivered 46% in the form of PSUs and the awards for each of Messrs. Friend and Campion and Ms. O'Neill delivered 36% in the form of PSUs. The evolution towards delivering 50% of the total long-term incentive award in the form of PSUs will be completed with the fiscal 2024 awards.
FISCAL 2023 AWARD GRANTS
The Compensation Committee determined the fiscal 2023 long-term incentive awards in June 2022. In setting the value of the total long-term incentive award, the committee considered multiple factors, including individual and Company performance, goals,evolving responsibilities, our cohort compensation approach, and retaining top-tier talent in a highly competitive talent marketplace. With respect to the mix of the long-term incentive award components, the Compensation Committee began to phase in an increase in the proportion delivered in PSUs.
Accordingly, the Compensation Committee increased the target value of Mr. Donahoe's PSU award by $2,900,000 compared to fiscal 2022, maintained his stock option award at the same amount, and decreased his RSU award by $1,400,000. Given Mr. Parker's responsibilities as illustrated below,Executive Chairman, the committee maintained his same award value and mix compared to drive growth consistentfiscal 2022. With respect to each other NEO, the Compensation Committee increased the target value of the PSU award by $1,000,000 to reflect the factors described above. The committee also increased Mr. Friend's stock option and RSU awards by $300,000 and $200,000, respectively, to align with NIKE'shis applicable cohort. The fiscal 2023 long-term financial model while supporting executives' continued engagement. For fiscal 2020, NIKE achieved annual Adjusted EBIT of $3,633 million. This achievement was below the threshold performance goal, and as a result, eachincentive award values were:

2023 PROXY STATEMENT 36

NAMED EXECUTIVE OFFICERTARGET PSUsSTOCK OPTIONS                                RSUsTOTAL FISCAL 2023
LONG-TERM INCENTIVE AWARDS
John Donahoe II$7,900,000$6,300,000$2,800,000$17,000,000
Mark Parker—$2,000,000—$2,000,000
Matthew Friend$2,000,000$2,100,000$1,400,000$5,500,000
Andrew Campion$2,000,000$2,100,000$1,400,000$5,500,000
Heidi O'Neill$2,000,000$2,100,000$1,400,000$5,500,000
FISCAL 2023 – 2025 PSUs
PSUs align our Named Executive Officer’s PSP award paid out at 0%.
FISCAL 2020 PSP PERFORMANCE GOAL
(Dollars in millions)
% PAYOUT
THRESHOLD
50%
TARGET
100%
MAXIMUM
150%
Adjusted EBIT
graphic_annualcashincentive.jpg
LONG-TERM CASH INCENTIVE
Long-term cash incentive awards are paid to the Named Executive Officers underOfficers' interests with those of our Long-Term Incentive Plan ("LTIP"). Like the PSP awards, LTIPshareholders by motivating and rewarding achievement of long-term shareholder value and growth. PSU awards reflect our "pay for performance" philosophy: they are earned between 0% and 200% of target based on Company performance during a three-year performance period. The Compensation Committee retains discretion to adjust LTIP award payouts based on individual or Company performance.
At the beginning of each fiscal year,In June 2022, the Compensation Committee sets targetselected the metric, corresponding performance goals, and award amountsterms for our executive officers, selects LTIP award metrics, and determines performance goals.the fiscal 2023 – 2025 PSU awards. The Compensation Committee then determinescommittee will determine the applicable payout percentage atearnout of the endfiscal 2023 – 2025 PSU awards following the completion of the three-year performance period.period, and any PSUs that are earned will vest on August 1, 2025.
In connectionConsistent with Mr. Donahoe's appointment as President and CEO, the Compensation Committee granted Mr. Donahoe LTIPprior year's awards, with respect to each outstanding tranche of LTIP awards, consistent with our practice for individuals newly eligible for LTIP awards. Mr. Donahoe's fiscal 2018 – 2020 LTIP target award and fiscal 2019 – 2021 LTIP target award were each set at $5,000,000. The terms and performance metrics of these awards are discussed in our 2018 and 2019 proxy statements, respectively. Mr. Donahoe's fiscal 2020 – 2022 LTIP award is described immediately below.
FISCAL 2020 – 2022 LTIP AWARD GRANTS
For each of Messrs. Parker, Campion, Slusher, Hill, and Sprunk and Ms. Krane, the Compensation Committee maintained fiscal 2020 – 2022 LTIP target awards at the same level as was set for LTIP awards granted in fiscal 2019. The Compensation Committee determined fiscal 2020 – 2022 LTIP target awards for Messrs. Donahoe and Friend in connection with their appointment as President and CEO, and Chief Financial Officer, respectively, and for Ms. Matheson during its yearly review of executive annual direct compensation. The fiscal 2020 – 2022 LTIP target awards were:
NAMED EXECUTIVE OFFICERFISCAL 2020 – 2022 LTIP
TARGET AWARD
John J. Donahoe II$5,000,000
Mark G. Parker$5,000,000
Matthew Friend$1,000,000
Andrew Campion$1,000,000
Hilary K. Krane$1,000,000
Monique Matheson$1,000,000
John F. Slusher$1,000,000
Elliott J. Hill$1,000,000
Eric D. Sprunk$1,000,000
In June 2019, the Compensation Committee selected and set performance goals for, two equally weighted performance metricsRelative TSR as the metric for the fiscal 20202023 – 2022 LTIP awards: (1) revenues2025 PSU awards and (2) diluted earnings per share ("EPS"), in each case excluding generally the effect of acquisitions, divestitures, accounting changes, changes in tax law, and other extraordinary, unusual, or infrequently occurring items (respectively, "Adjusted Revenue" and "Adjusted EPS"). In June 2020, in responsecontinued to the COVID-19 pandemic, the Compensation Committee modified thetarget above-median performance metrics for these awards to ensure sustained engagement and drive key business results during a dynamic and unprecedented period for the Company. As modified, the fiscal 2020 – 2022 LTIP awards


34 NIKE, INC.

are earned based on the Company's total shareholder return ("Absolute TSR") for fiscal 2020 – 2022 relative to total shareholder return over the same period for the other companies in the S&P 500 ("Relative TSR"), as shown in the table below:
FISCAL 2023 – 2025 PERFORMANCE GOALS
FISCAL 2020 – 2022 PERFORMANCE GOAL
% PAYOUT
THRESHOLD
25%
TARGET

100%
MAXIMUM
200%
Relative TSR1
graphiclongtermcashincentive.jpg
(1)Relative TSR for fiscal years 2020, 2021, and 2022, calculated using the 20-trading day average stock price and assuming that dividends paid during the performance period are reinvested in the applicable company’s stock.
LTIP award payout(1)Relative TSR for fiscal years 2023, 2024, and 2025, calculated using the 20-trading day average stock price and assuming that dividends paid during the performance period are reinvested in the applicable company's stock.
PSUs will be earned at 100% of target if the Company's Relative TSR for the performance period is at the 55th percentile, and will be earned at 0% if the Company's Relative TSR for the performance period is below the 25th percentile. PSU earnout based on Relative TSR performance is subject to a cap of 100% of target if Absolute TSR for the performance period is negative. The Compensation Committee selected three-year Relative TSR as the performance metric because it is an objective and transparent measure of long-term shareholder value, especially in the context of a volatile market. Furthermore, the cap on payout if Absolute TSR is negative incentivizes NEOs to pursue long-term growth.
FISCAL 2018The fiscal 2023 – 2020 LTIP AWARD RESULTS2025 PSU awards also contain a People & Planet modifier designed to support our commitment to Purpose, which is a key component of our long-term strategy. If Relative TSR meets or exceeds the threshold performance goal, the People & Planet modifier permits the Compensation Committee to adjust the earnout upwards or downwards by up to 20 percentage points (subject to both the 200% maximum earnout and the 100% Absolute TSR cap) based on a holistic assessment of the Company's performance with respect to employee engagement and inclusion, leadership diversity, and sustainability. Structuring the modifier as a holistic assessment ensures that the final earnout comprehensively balances these broad and disparate issues and appropriately reflects the spirit of our Purpose commitment. In determining the People & Planet modifier, the Compensation Committee will consider the Company's progress towards achieving certain of the five-year Purpose targets described in our fiscal 2022 Impact Report, including goals regarding increasing representation of women in our global corporate workforce and leadership positions; increasing representation of U.S. racial and ethnic minorities in our U.S. corporate workforce and at the Director level and above; employee feedback with respect to engagement and inclusion; foundational expectations related to responsible manufacturing in our supply chain; and operating more sustainably with respect to carbon, waste, water, and chemistry.
ForThe target number of PSUs granted to each Named Executive Officer for fiscal 2020,2023 was determined by dividing the NEO's target award value by the average closing price of our Class B Stock for the 20-trading day period ending on the date of grant. PSUs accumulate dividend equivalents that are paid only when, and to the extent, they vest. To promote retention, PSU awards generally provide that any unvested PSUs are forfeited if the Named Executive Officers were eligibleOfficer leaves the Company. Forfeiture is subject to receive payoutpartial accelerated vesting upon termination of their fiscal 2018 – 2020 LTIP awards. These awards were earned based on three-year cumulative Adjusted Revenue and Adjusted EPS performance targets for fiscal years 2018 – 2020 that were set in June 2017. In June 2020, the Compensation Committee determined that a payout of 0% under these awards was earned by each NEO based on the average of the cumulative Adjusted Revenue and cumulative Adjusted EPS achievements as shown in the table below.
FISCAL 2018 – 2020 PERFORMANCE GOALS
(Dollars in millions, except per share data)
% PAYOUT
THRESHOLD
50%
TARGET
100%
MAXIMUM
200%
Adjusted Revenue1
graphlongtermcashincentiva01.jpg
TOTAL PAYOUT:
0%
Adjusted EPS1
graphlongtermcashincentiva02.jpg
(1)Cumulative Adjusted Revenue and cumulative Adjusted EPS for fiscal years 2018, 2019, and 2020.
LONG-TERM STOCK INCENTIVE
Stock-based incentive awards reward long-term Company performance and align executives' interests with those of our shareholders. Such awards form the largest component of our NEOs' annual direct compensation, constituting on average 49% of fiscal 2020 total target compensation for Messrs. Donahoe and Parker (43% for our other NEOs) and 66% of fiscal 2020 total long-term incentive compensation for Messrs. Donahoe and Parker (72% for our other NEOs).
We grant stock-based incentive awards under our Stock Incentive Plan in the form of stock options and RSUs. Historically, the Compensation Committee has determined stock option grants for our NEOs as a number of shares and RSU grants as a dollar value. For fiscal 2020, the Compensation Committee determined both stock option grants and RSUs as dollar values. This change eliminates the impact of stock price volatility on stock option grants and enables the committee to more precisely balance the mixture of stock-based compensation elements. Accordingly, for each of our NEOs, the stock portion of incentive compensation was granted 60% in the form of stock options and 40% in the form of RSUs.


2020 PROXY STATEMENT 35

The fiscal 2020 stock-based incentive awards were:
NAMED EXECUTIVE OFFICERSTOCK OPTIONSRSUsTOTAL FISCAL 2020 STOCK-BASED INCENTIVE AWARDS
John J. Donahoe II$5,400,000$3,600,000$9,000,000
Mark G. Parker$6,000,000$4,000,000$10,000,000
Matthew Friend$600,000$400,000$1,000,000
Andrew Campion$1,740,000$1,160,000$2,900,000
Hilary K. Krane$1,740,000$1,160,000$2,900,000
Monique Matheson$1,740,000$1,160,000$2,900,000
John F. Slusher$1,740,000$1,160,000$2,900,000
Elliott J. Hill$1,950,000$1,300,000$3,250,000
Eric D. Sprunk$1,950,000$1,300,000$3,250,000
For fiscal 2020, the Compensation Committee increased the total value of stock-based incentive awards for Mr. Parker by $1,948,000 compared to his awards granted in fiscal 2019 (based on the grant date fair value of fiscal 2019 stock options as reported in last year's proxy statement and the award value of fiscal 2019 RSUs). Due to the change to a 60% / 40% mixture of stock options and RSUs, this resulted in an increase in the stock option award value of $2,948,000 and a decrease in the RSU award value of $1,000,000. Compared to fiscal 2019 awards, the Compensation Committee increased the total value of fiscal 2020 stock-based incentive awards for each of Mr. Campion and Ms. Krane by $354,800 (consisting of a stock option increase of $344,800 and a RSU increase of $10,000), for Mr. Slusher by $742,000 (consisting of a stock option increase of $432,000 and a RSU increase of $310,000), and for each of Messrs. Hill and Sprunk by $430,400 (consisting of a stock option increase of $380,400 and a RSU increase of $50,000). In each case, the increase in the total value of fiscal 2020 stock-based incentive awards reflects the Compensation Committee's consideration of multiple factors, including performance, succession planning, our cohort compensation approach, and the desired mix for stock-based incentive awards. The Compensation Committee determined the value of stock-based incentive awards for Mr. Donahoeemployment in connection with his appointment as President and CEO and for Ms. Matheson during its yearly review of executive annual direct compensation. For Mr. Friend,a divestiture or reduction in force (as described in the value of stock-based incentive awards for fiscal 2020 was determined by the Company in connection with his previous role, prior to his appointment as an executive officer.section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control").
STOCK OPTIONS
Stock options align our Named Executive Officers' interests with those of our shareholders by rewarding the achievement of upside potential, and they reflect our "pay for performance" philosophy because they provide value toby rewarding the NEOs only if the price of our Class B Stock appreciates.

37 NIKE, INC.

The number of stock options granted to each NEO for fiscal 20202023 was determined by dividing the NEO's award value by the Black-Scholes value (calculated based on a twenty-day20-day average stock price and the available five-year and seven-year interest rates) of a stock option on the date of grant. Options granted to the Named Executive Officers vest in equal annual installments over four years and have an exercise price equal to the closing market price of our stock on the date of grant.grant (or the trading day immediately prior to the grant date, if the grant date is not a trading day). To promote retention, stock options generally provide that if a Named Executive Officer leaves the Company, he or she forfeitsthey forfeit any unvested stock options. Forfeiture is subject to a limited retirement provision designed to encourage executives to delay retirement, (asas well as partial accelerated vesting upon termination of employment in connection with a divestiture or reduction in force (each as described in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control").
RSU AWARDSRSUs
RSUs align our Named Executive Officers' interests with those of our shareholders by rewarding the achievement of long-term value creation, and they reflect our "pay for performance" philosophy because their value is directly tied to our Class B Stock price.
The number of RSUs granted to each NEO for fiscal 20202023 was determined by dividing the NEO's award value by the average closing market price of our Class B Stock for the 20-trading day period ending on the date of grant. RSUs granted to the Named Executive Officers as part of long-term incentive compensation vest in equal annual installments over three years and accumulate dividend equivalents that are paid only upon vesting. To promote retention, RSU awards generally provide that any unvested RSUs are forfeited if the Named Executive Officer leaves the Company. Forfeiture is subject to partial accelerated vesting upon termination of employment in connection with a divestiture or reduction in force (as described in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control").
CASH BONUSFISCAL 2021 AWARD RESULTS
As described above,In fiscal 2021, the long-term incentive compensation mix included cash-based awards under our Named Executive Officers received 0% payouts for both theLTIP. LTIP awards were replaced by PSUs beginning with fiscal 2020 PSP and the fiscal 2018 – 2020 LTIP. Overall performance was below threshold for each plan due to the significant impact of the COVID-19 pandemic on our incentive plans during the final quarter of the applicable performance period. Prior to the fourth quarter of fiscal 2020, Adjusted


36 NIKE, INC.

EBIT was on track to yield an above-target payout for the PSP, and Adjusted Revenue and Adjusted EPS were on track to yield an LTIP payout between threshold and target levels.
Consistent with our "pay for performance" philosophy, the Compensation Committee and the Company determined to recognize the Company's strong pre-pandemic performance for all employees, both to reward strong pre-pandemic performance and to ensure sustained employee engagement and retention, and drive business results during an unprecedented period of transition. Therefore, with respect to each incentive-eligible employee who is not an executive officer, the annual bonus payout was adjusted from 0% to 100% to approximate Adjusted EBIT performance during the first three quarters of the one-year performance period for the fiscal 2020 PSP, and the LTIP payout was adjusted from 0% to 75% to approximate Adjusted Revenue and Adjusted EPS performance during the first eleven quarters of the three-year performance period for the fiscal 2018 – 2020 LTIP. To approximate the short- and long-term cash incentive payouts that were received by all other eligible employees, the Compensation Committee granted discretionary cash bonuses to each of our Named Executive Officers. The discretionary cash bonus award to each of our NEOs was as follows:
NAMED EXECUTIVE OFFICERDISCRETIONARY CASH BONUS
John J. Donahoe II$6,750,000
Mark G. Parker$6,025,000
Matthew Friend$1,576,800
Andrew Campion$2,070,000
Hilary K. Krane$2,070,000
Monique Matheson$2,070,000
John F. Slusher$2,070,000
Elliott J. Hill$2,190,000
Eric D. Sprunk$2,190,000
MR. PARKER'S 2015 PERFORMANCE-BASED RSU AWARD
2022 awards. As previously disclosed in our 20162021 proxy statement, the fiscal 2021 – 2023 LTIP awards granted in June 2015 the Compensation Committee granted Mr. Parker performance-based RSUs ("PSUs") that2020 were to be earned between 0% and 100%200% of target based on cumulative revenue growth and cumulative EPS growth, each equally weighted,Relative TSR over the five-yeara three-year performance period of fiscal 2016 through fiscal 2020 (subject to Mr. Parker's continued employment with the Company until June 30, 2020)a payout cap of 100% if Absolute TSR was negative). In June 2020,addition, if Relative TSR was achieved at or above the Compensation Committee determined that cumulative revenue growth overthreshold performance goal, a People & Planet modifier would allow the award payout to be increased by up to 25 percentage points (subject to both the 200% maximum earnout and the 100% Absolute TSR cap) based on a holistic assessment of the Company's performance periodwith respect to employee engagement and inclusion, leadership diversity, and sustainability.
NIKE's Relative TSR for fiscal years 2021 – 2023 was approximately $179,781,000,at the 37th percentile, corresponding to an earnout of 0%54%, and cumulative EPS growth overAbsolute TSR for that period was positive. Relative TSR was calculated in comparison to the companies that were included in the S&P 500 as of May 31, 2023, using the 20-trading day average stock price and assuming that dividends paid during the performance period (which was not adjustedwere reinvested in the applicable company's stock.
In June 2023, the Compensation Committee considered the People & Planet modifier. To support the Company's Purpose priorities—and to base the holistic assessment in data and quantitative metrics—the committee reviewed NIKE's progress towards our 2025 Purpose targets, which are challenging five-year targets that focus and objectivize our Purpose work. Specifically, the committee reviewed 14 targets:
•Inclusive culture and engagement: one target regarding employee engagement and inclusion
•Leadership diversity: three targets regarding representation in both the corporate workforce generally and in senior positions, for women globally and U.S. racial and ethnic minorities
•Sustainability: all nine Planet targets, covering issues regarding carbon, waste, water, and chemistry
•Foundational expectations: one target that addresses labor, health, safety, and environmental standards for facilities in our extended supply chain
More detail about each of these targets is available in NIKE's fiscal 2022 Impact Report, which is available on the December 2015 stock split,Impact section of our website.
In determining the modifier, the Compensation Committee considered the significant progress made on these targets as of May 31, 2022, as reflected in orderthe fiscal 2022 Impact Report. The committee considered the breadth of achievements, as indicated by strong progress for nine of the fourteen targets, including each leadership diversity target. The Compensation Committee also noted key sustainability work related to aligngreenhouse gas emissions, waste diversion, and freshwater usage, as well as the ambitious expansion of the compliance program in connection with the pre-stock split targets) was $22.18, corresponding to an earnout of 0%. Accordingly,foundational expectations target. The Compensation Committee supplemented the 2025 Purpose targets progress reflected in the Impact Report with additional quantitative and qualitative information, including continued progress on both People and Planet initiatives during fiscal 2023 as well as employee sentiment reported through employee engagement surveys. Based on this holistic assessment, the Compensation Committee determined thata People & Planet modifier of 10%.

2023 PROXY STATEMENT 38

As illustrated below, combining the PSUs were earned at 0%.Relative TSR earnout of 54% with the People & Planet modifier of 10% resulted in a total payout of 64% for each of the NEOs.
FISCAL 2021 – 2023 PERFORMANCE RESULTS
FINANCIAL PERFORMANCE METRIC
% PAYOUT
THRESHOLD
25%
TARGET
100%
MAXIMUM
200%
Relative TSR
pgxx_graphic-fiscal20212023performanceresults.jpg
EARNOUT:
54%
pgxx_graphic-plus.jpg
PEOPLE & PLANET MODIFIER
•Solid and sustained progress towards both People and Planet initiatives throughout the performance period
•Broad scope of achievements reflected in the significant progress on nine of the fourteen 2025 Purpose targets, as reported in the fiscal 2022 Impact Report
•Breadth of achievement balanced by depth of achievement, including key sustainability work related to greenhouse gas emissions, waste diversion, and freshwater usage
MODIFIER:
10%
pgxx_graphic-equal.jpg
TOTAL PAYOUT64%
OTHER COMPENSATION
PROFIT SHARING AND RETIREMENT PLANS
We maintain a U.S. tax qualified retirement savings plan—the 401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc. (the "401(k) Plan")—Plan—under which all eligible U.S. employees, including the Named Executive Officers, are able to make pre-tax and after-tax contributions from their cash compensation. We make annual matching contributions for all participants equal to 100% of their pre-tax contributions up to 5% of their total eligible compensation.
We also generally make annual profit sharing contributions to the accounts of eligible U.S. employees, including the Named Executive Officers, under the 401(k) Plan. The aggregate profit sharing contribution amount, if any, is determined each year by the Board of Directors. This aggregate contribution is allocated among eligible employees based on an equal percentage of their total salary and annual cash incentive award for the year. For fiscal 2020, the profit sharing contribution percentage for each eligible employee was 0%.
The Internal Revenue Code limits the amount of compensation that can be deferred under the 401(k) Plan, and also limits the amount of salary and annual cash incentive award ($280,000305,000 for fiscal 2020)2023) that may be taken into account when determining contributions under that plan. Accordingly, we provide our Named Executive Officers and other highly compensated employees with the opportunity to defer their compensation, including amounts in excess of the tax law limit, under our nonqualified Deferred Compensation Plan. We also make profit sharing contributions under the Deferred Compensation Plan with respect to salary and annual cash incentive award of any eligible employee that exceeds the tax law limit, and for fiscal 2020 these contributions were equal to 0% of the total salary and annual cash incentive award of each Named Executive Officer in excess of $280,000. These contributions under the Deferred Compensation Plan allow our Named Executive Officers and other highly compensated employees to receive profit sharing contributions in the same percentage as our other employees. We do not match deferrals to


2020 PROXY STATEMENT 37

the Deferred Compensation Plan. Balances in the Deferred Compensation Plan, including the balances of the Named Executive Officers, are unsecured and at-risk, meaning that the balances may be forfeited in the event of the Company’sCompany's financial distress, such as bankruptcy.
Fiscal 20202023 matching and profit sharing contributions to the Named Executive Officers under the qualified and nonqualified plans401(k) Plan are included in the All Other Compensation column in the Summary Compensation Table on page 43.44.
EMPLOYEE STOCK PURCHASE PLAN
Our Employee Stock Purchase Plan allows eligible employees in the United States and in many countries outside of the United States, including the Named Executive Officers, to purchase Class B Stock through payroll deductions at a 15% discount to the market price on the first or last trading day of the six-month purchase period, depending on which day the stock price was lower. In fiscal 2020, all of our Named Executive Officers participated in our Employee Stock Purchase Plan, with the exception of Messrs. Donahoe and Parker.

39 NIKE, INC.

PERQUISITES AND OTHER BENEFITS
Our executive compensation program includes limited perquisites and other personal benefits for our Named Executive Officers, which generally consist of home security and financial planning services. Given the nature of our business, from time to time certain Company employees, including certain executive officers, may also receive Company product, event tickets, or travel benefits that are not generally offered to all employees.
In addition, our CEOMr. Donahoe and Executive ChairmanMr. Parker are entitled to limited personal use of Company aircraft, primarily pursuant to time sharing agreements, which is intended to increase the security, availability, and productivity of these individuals, andindividuals. They are also entitled to enhanced charitable gift matching under our Employee Matching Gift Program, Program—a program designed to encourage and support employees in giving back to our communities and creating positive change—with an annualexecutive contribution limit of $1,000,000 per calendar year and Company matching on a 4:1 basis. Finally, givenOur Employee Matching Gift Program does not match employee contributions that benefit the natureemployee, including contributions to the employee's personal or family foundation or to a non-profit organization that is managed or led by, or provides compensation or assistance to, the employee or a member of our business, from timetheir family. Because the Employee Matching Gift Program is managed on a calendar year basis while the Summary Compensation Table reports compensation for the fiscal year, the charitable matching amounts reported in the Summary Compensation Table may exceed $4,000,000 (up to time certain Company employees, including certain executive officers, may receive Company product, event tickets, or travel benefits that are not generally offereda maximum of $8,000,000) due to all employees. the timing of charitable contributions. For fiscal 2023, Mr. Donahoe and Mr. Parker each donated to a range of charitable causes.
We do not provide any tax gross-ups on perquisites to our executive officers. Greater detail about the perquisites and personal benefits provided to our Named Executive Officers in fiscal 20202023 is provided in the footnotes to the Summary Compensation Table on page 43.44.
NON-COMPETITION AGREEMENTS
In exchange for non-competition agreements from each of our Named Executive Officers, we have agreed to provide monthly payments during the non-compete period following termination of employment, as described in the section below titled "Executive Compensation Tables—Potential Payments upon Termination or Change-in-Control". We believe that it is appropriate to compensate individuals to refrain from working with competitors following termination, and that compensation enhances the enforceability of such agreements.
LETTER AGREEMENTS
In connection with the CEO transition, we entered into letter agreements with each of Mr. Donahoe and Mr. Parker. Other than these two letter agreements, weWe do not have employment contracts with any of our executive officers.
Mr. Donahoe'sofficers, other than letter agreement sets forthagreements with Messrs. Donahoe and Parker that provide for the terms of his target annual direct compensation—consisting of a base salary of $1,500,000, a PSP target award of $3,000,000, and a long-term incentive target award of $14,000,000 in the forms and on the terms determined by the Compensation Committee from time to time—and his enhanced charitable gift matching under our Employee Matching Gift Program asbenefit described in the section above titled "Perquisites and Other Benefits". In addition, the letter agreement specifies that, for fiscal 2020, Mr. Donahoe's long-term incentive award will consist of the LTIP and long-term stock-based incentive awards described above in the sections titled "Long-Term Cash Incentive" and "Long-Term Stock Incentive". Mr. Donahoe's letter agreement also provides for the one-time incentive-based transition grants and sign-on awards described in the section above titled "Leadership Transitions".
Mr. Parker's letter agreement provides for the one-time transition-period cash incentive award described in the section above titled "Leadership Transitions" and the enhanced charitable gift matching under our Employee Matching Gift Program as described in the section above titled "Perquisites and Other Benefits". His letter agreement also states that his fiscal 2020 target annual direct compensation would remain unchanged following his transition to the role of Executive Chairman.



38 NIKE, INC.2023 PROXY STATEMENT 40


OUR COMPENSATION PROCESS
COMPENSATION COMMITTEE
The Compensation Committee oversees our executive compensation program, including determining the value and composition of the compensation package for each of our executive officers and setting annual performance goals for the CEO. In addition to any special actions the Compensation Committee may take throughout the year, the committee generally acts with respect to compensation for our Named Executive Officers during the fiscal year as follows:
compcommitteeprocess.jpg
During fiscal 2020, the Compensation Committee also determined certain compensation arrangements and special one-time grants of incentive-based and stock-based compensation in connection with executive team changes, as described in the sections above titled "Leadership Transitions" and "Compensation of Our Named Executive Officers—Other Compensation—Letter Agreements". In addition, in the first quarter of fiscal 2021, the Compensation Committee made certain determinations with respect to incentive compensation in response to the COVID-19 pandemic, as described in the sections above titled "Compensation of Our Named Executive Officers—Long-Term Cash Incentive—Fiscal 2020 – 2022 LTIP Award Grants" and "Compensation of Our Named Executive Officers—Cash Bonus". The Compensation Committee will continue to monitor the impact of COVID-19 and, if applicable, consider whether further changes are appropriate.
SAY-ON-PAY RESULTS
In making determinations regarding our executive compensation program, including the compensation of our Named Executive Officers, the Compensation Committee considers shareholders' response to the non-binding advisory proposal regarding NEO compensation (the "say-on-pay proposal"). At the 2019 annual meeting, the say-on-pay proposal was approved by approximately 97% of votes cast. The Compensation Committee believes that this affirms shareholders' support of our executive compensation program and the committee's decisions.Comp Committee Process Graphic (v2).jpg
PEER GROUP
Given the competitive market for top-tier talent, the Compensation Committee uses a peer group (consisting of companies with similar revenue size, market capitalization, brand value, products, or markets, or with which we compete for executive talent)talent, or which are aligned with our evolving business and talent strategies) to provide a reference for assessing executive compensation levels and practices. The following companies constituted our fiscal 2020 peer group:


2020 PROXY STATEMENT 39

The Coca-Cola CompanyKimberly-Clark CorporationProcter & Gamble Company
Colgate-Palmolive CompanyMacy’s, Inc.Starbucks Corporation
Comcast CorporationMcDonald’s CorporationTarget Corporation
FedEx CorporationMicrosoft CorporationTJX Companies
The Gap, Inc.Mondelez International, Inc.The Walt Disney Company
Kellogg CompanyPepsico, Inc.
In November 2019, we conducted our regular periodic peer group review. Based on the criteria, described above, we determined thatthe following peer group was considered for purposes of setting fiscal 20212023 executive compensation, the peer group above should be revised to include American Express, Best Buy, and Oracle, and to remove FedEx and Macy’s.compensation:
American Express CompanyMicrosoft Corporationsalesforce.com, inc.
Best Buy Company, Inc.Mondelez International, Inc.Starbucks Corporation
The Coca-Cola CompanyNetflix, Inc.Target Corporation
Kimberly-Clark CorporationOracle CorporationTJX Companies
Lowe's Companies, Inc.Pepsico, Inc.Walmart Inc.
McDonald's CorporationProcter & Gamble CompanyThe Walt Disney Company
In addition to considering our peer group, the Compensation Committee also uses market survey data from third parties, including Aon, Hewitt and Willis Towers Watson, and Mercer, about a broader range of companies. The Compensation Committee generally does not set executive compensation at or near any particular percentile of peer group, or market, compensation. Instead, the committee considers compensation to be competitive if it is generally within a reasonable range of market median.

41 NIKE, INC.

ROLE OF MANAGEMENT
The CEO makes compensation recommendations to, and participates in discussions with, the Compensation Committee regarding the compensation of each executive officer other than himself. In addition, our human resources staff regularly provides data, analysis, and recommendations to the committee regarding executive compensation.
The Compensation Committee meets regularly in executive session without the CEO or other management present to discuss our executive compensation program. Such executive sessions include discussions about, among other topics, the CEO's performance and compensation and the design and operation of our executive compensation plans.
ROLE OF COMPENSATION CONSULTANT
The Compensation Committee has the authority, in its sole discretion, to retain compensation consultants to assist the committee in overseeing our executive compensation program. ForThe Compensation Committee chose not to retain any such consultants in fiscal 2020,2023. However, in connection with the committee's analysis and decision-making regarding the fiscal 2023 executive compensation program, the Compensation Committee retained Mercer as a consultant to provide independent analytical and evaluative advice regarding the Company's current or proposed compensation arrangements for senior executives, succession planning, and related market practices, includingsupplemented peer group data with respect to the CEO transition and Mr. Donahoe's annual and transition-related compensation. The committee assessed Mercer's independence in connection with this engagement, including considering a written statementinformation from Mercer confirming its independence based on factors specified in SEC and NYSE rules, and determined that Mercer is an independent adviser. The fees for Mercer’s engagement by the Compensation Committee relating to the amount or form of executive compensation were approximately $25,000. During fiscal 2020, Mercer also provided certain services to the Company at the request of management, including investment consulting, employee benefits consulting, and various compensation and benefits surveys. The fees for such additional services were approximately $935,000.
In addition, our human resources staff obtains surveys and reports containing competitive market data from Aon, Hewitt and Willis Towers Watson. This information is usedWatson, and Mercer, which are obtained by the Compensation Committee and management to supplement peer group data in connection with executive compensation program analysis and decision making.our human resources staff.
OTHER COMPENSATION PRACTICES
STOCK OWNERSHIP GUIDELINES
We maintain stock ownership guidelines for executive officers that are designed to further align the interests of our executive officers with those of our shareholders. Under the guidelines, each executive officer is required to hold NIKE stock valued at the following multiple of their annual base salary:
POSITIONOWNERSHIP LEVEL
Chief Executive Officer
ownershiplvl6x.jpgpg45_stockownershipguidelines_8boxes.jpg
6X8X Base Salary
Other Named Executive Officers (including NEOs)
ownershiplvl3x.jpg
3X Base Salary
Other Executive Officers
ownershiplvl2x.jpg
2X Base Salary


40 NIKE, INC.

New executive officers are required to attain these ownership levels within five years of their appointment. As of May 31, 2020,2023, the CEO each other Named Executive Officer, and each of our other executive officers, including each other Named Executive Officer, has met or is on track to meet the applicable ownership guideline within the requisite period.
HEDGING AND PLEDGING
The Company’sCompany's Blackout and Pre-clearance Policy (which supplements our Insider Trading Policy) prohibits directors, executive officers, and other designated insiders (based on seniority and department) from engaging in transactions involving hedging, monetization, or short sales of NIKE stock, including zero-cost collars and forward sale contracts. The policy also requires directors and executive officers, along with members of their families and designated insidershouseholds, to obtain pre-approval from the Company’s Clearance DirectorCompany's Chairman or CEO before pledging NIKE stock. Before grantingany such approval of any pledge,is granted, the Company's Clearance Director considers the size of the pledge relative to the individual’sindividual's other holdings, both direct and indirect, and NIKE’sNIKE's shares outstanding; the risk of foreclosure given the nature of the associated transaction; protections against the appearance of insider trading, including prohibitions on sales during trading black-outs;blackouts; and the ability to timely report sales on Form 4.
CHANGE-IN-CONTROL PROVISIONS
Neither PSP nor LTIP awards are subject to acceleration upon a change in control. StockPSU, stock option, RSU, and restricted stockRSU awards are subject only to "double-trigger" accelerated change-in-control vesting (with PSUs vesting at 100% of target), meaning that vesting is accelerated only if there is a change in control of the Company, and within the following two years, either the acquiring entity fails to assume the awards or the employee’semployee's employment is terminated by the acquirer without cause or by the employee for good reason. This double-trigger acceleration is intended to encourage executive retention through a period of uncertainty. The Compensation Committee believes that this approach will enhance shareholder value in the context of an acquisition and align executives' interests with those of investors. The effect of change-in-control transactions on stock-based awards is described further in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control".

2023 PROXY STATEMENT 42

CLAWBACK
We maintain a clawback policy for the recoupment of incentive compensation. Under the clawback policy, an executive officer who is involved in wrongful conduct that results in a restatement of the Company’sCompany's financial statements must repay to the Company up to the full amount of any incentive compensation that was paid based on the financial statements that were subsequently restated. The clawback policy covers PSP awards, LTIP awards, stock-basedSIP awards (based on excess proceeds from pre-restatement sales of stock acquired pursuant to the stock-based awards), and profit sharing contributions to the Deferred Compensation Plan. In addition to the clawback policy, the PSP, LTIP, and Stock Incentive PlanSIP also specify that the Committee may apply further clawback requirements to awards through additional clawback policies or award agreement provisions, and that all awards are subject to clawback requirements under applicable law and regulation. The Company will adopt a revised clawback policy regarding accounting restatements in connection with the SEC's adoption of new rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, once such final rules, as implemented by NYSE, become effective.
RISK ASSESSMENT
At the Compensation Committee’sCommittee's request, in fiscal 2020, management prepared and discussed with the committee an assessment of potential riskrisks associated with the Company’sCompany's fiscal 2023 compensation programs, including any risk that would be reasonably likely to have a material adverse effect on the Company. This included an assessment of risks associated with each element of employeeexecutive compensation. The assessment considered certain design features of the compensation program that reduce the likelihood of excessive risk taking, such as reasonable performance targets, capped incentive compensation payouts, a balance of short- and long-term incentives, a balance of cash- and stock-based incentives, vesting of awards over time, and the potential for clawback of incentive compensation. In addition, for stock-based compensation, we have adopted stock ownership guidelines, provided for limited accelerated vesting of PSUs, stock options, (and no accelerated vesting of RSUs)and RSUs upon termination of employment, and provided for only double-trigger accelerated vesting of stock-based awards upon a change in control. The Compensation Committee reviewed the risk assessment and concluded that our compensation programs and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for "covered employees". Prior to the adoption of the Tax Cuts and Jobs Act (the "TCJA") in 2017, the Internal Revenue Code provided an exception to this limit for compensation constituting "qualified performance-based compensation". Except with respect to certain arrangements in place on November 2, 2017, the TCJA repealed this exclusion, and therefore compensation paid to "covered employees" in excess of $1 million generally will no longer be deductible. Prior to the TCJA, the Compensation Committee considered, among other things, the impact of the exclusion for "qualified performance-


2020 PROXY STATEMENT 41

based compensation" when developing and implementing our executive compensation program. Annual cash incentive awards under our PSP, long-term cash incentive awards under our LTIP, and stock option awards under our Stock Incentive Plan were designed in a manner intended to meet the requirements under the exclusion, although we could not guarantee such treatment given the complex nature of the performance-based compensation requirements.
While the Compensation Committee seeks to preserve tax deductibility in developing and implementing our executive compensation program, the committee also believes that it is important to maintain flexibility in administering compensation programs in a manner designed to promote varying corporate goals.goals and the interests of our shareholders. Accordingly, we have not adopted a policy that all compensation must qualify as deductible for tax purposes and retain the ability to provide compensation that may not qualify as deductible under Section 162(m).
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.
Members of the Compensation Committee:
•Timothy D. Cook, Chair
•Cathleen A. Benko
Elizabeth J. Comstock

•Mónica Gil


4243 NIKE, INC.


EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the total compensation of each Named Executive Officer for fiscal 2018-2020years 2023, 2022, and 2021.
NAME AND PRINCIPAL
POSITION(1)
YEARSALARY
($)
BONUS(2)
($)
STOCK
AWARDS(3)
($)
OPTION
AWARDS(4)
($)
NON-EQUITY
INCENTIVE PLAN
COMPENSATION(5)
($)
ALL OTHER
COMPENSATION(6)
($)
TOTAL(7)
($)
John Donahoe II
President and Chief Executive Officer
20231,500,000— 13,220,4557,247,3716,770,0004,052,05932,789,885
20221,500,000— 12,061,8126,782,9954,450,0004,043,25328,838,060
20211,500,00013,600,0003,602,9805,402,4164,500,0004,315,31232,920,708
Matthew Friend
Executive Vice President and Chief Financial Officer
20231,221,154— 4,080,0452,415,7902,425,00015,25010,157,239
20221,056,7311,056,0002,783,9491,938,030890,00014,5007,739,210
2021875,0001,260,0007,161,0451,740,792900,00014,25011,951,087
Andrew Campion
Chief Operating Officer
20231,250,000— 4,080,0452,415,7902,425,00015,25010,186,085
20221,221,1541,200,0002,990,3222,261,028890,00015,2418,577,745
20211,100,0001,584,00011,161,0601,740,792900,00014,25016,500,102
Heidi O'Neill
President, Consumer and Marketplace
20231,250,000— 4,080,0452,415,7902,425,00015,25010,186,085
20221,221,1541,200,0002,990,3222,261,028890,00026,6188,589,122
20211,100,0001,584,0007,161,0451,740,792900,00014,25012,500,087
Mark Parker
Executive Chairman
20231,000,000— — 2,300,765— 6,638,0479,938,812
20221,134,615— — 2,153,3624,450,0004,096,39111,834,368
20211,700,00012,040,000— 6,002,6754,500,0003,235,30724,477,982
(1)Reflects titles as of May 31, 2023, which was the last day of fiscal 2023. Effective June 1, 2023, the first day of fiscal 2024, Mr. Campion ceased serving as Chief Operating Officer and became NIKE's Managing Director, Strategic Business Ventures and Ms. O'Neill became NIKE's President, Consumer, Product & Brand.
(2)For fiscal 2022, represents awards under our PSP, which were paid at 0% for Mr. Donahoe and 80% for Messrs. Friend and Campion and Ms. O'Neill; Mr. Parker did not receive a fiscal 2022 PSP award. For fiscal 2021, represents annual cash incentive awards which were paid at 120% of target to each executive officer, as well as transition-period cash incentive awards paid to orMessrs. Donahoe and Parker.
(3)Represents the grant date fair value of RSU and PSU awards granted in fiscal 2023 and 2022, and RSU awards granted in fiscal 2021, in each case computed in accordance with accounting guidance applicable to stock-based compensation. For RSUs, the grant date fair value was computed based on the closing market price of our Class B Stock on the grant date. For PSUs, the grant date fair value was computed using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date. The assumptions made in determining the grant date fair value of PSUs under applicable accounting guidance are disclosed in footnote 5 of "Grants of Plan-Based Awards in Fiscal 2023". For fiscal 2023, the grant date fair value of the PSU awards was: $10,250,484 for Mr. Donahoe; $2,595,059 for Messrs. Friend and Campion and Ms. O'Neill; and $0 for Mr. Parker. Assuming that the maximum level of performance conditions is achieved, the value of those PSU awards would be: $16,759,123 for Mr. Donahoe; $4,242,816 for Messrs. Friend and Campion and Ms. O'Neill; and $0 for Mr. Parker.
(4)Represents the grant date fair value of options granted in the applicable fiscal year computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value of the options was estimated using the Black-Scholes option pricing model. The assumptions made in determining the grant date fair value of options under applicable accounting guidance are disclosed in Note 9 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2023.
(5)Non-Equity Incentive Plan Compensation consists of the following:


2023 PROXY STATEMENT 44

NAMEYear
ANNUAL INCENTIVE COMPENSATION(a)
($)
LONG-TERM INCENTIVE COMPENSATION(b)
($)
TOTAL
($)
John Donahoe II20233,570,0003,200,0006,770,000
2022— 4,450,0004,450,000
2021— 4,500,0004,500,000
Matthew Friend20231,785,000640,0002,425,000
2022— 890,000890,000
2021— 900,000900,000
Andrew Campion20231,785,000.00 640,0002,425,000
2022— 890,000890,000
2021— 900,000900,000
Heidi O'Neill20231,785,000.00 640,0002,425,000
2022— 890,000890,000
2021— 900,000900,000
Mark Parker2023— — — 
2022— 4,450,0004,450,000
2021— 4,500,000 4,500,000 
(a)Amounts shown were earned byfor performance in the applicable fiscal year under our PSP.
(b)Amounts shown were earned for performance during the three-year period ending with the applicable fiscal year under our LTIP.

(6)For fiscal 2023, includes Company matching contributions to the 401(k) Plan in the amount of $15,250 for each of the Named Executive Officers. The amount for Mr. Donahoe also includes $3,920,000 in charitable matching contributions made by the Company, $110,365 in aggregate incremental cost to the Company for personal use of the Company's aircraft, as well as the value of Company-related merchandise and security services. The amount for Mr. Parker also includes $6,440,000 in charitable matching contributions made by the Company, $127,804 in aggregate incremental cost to the Company for personal use of the Company' aircraft, $54,806 in security services, as well as the value of Company-related merchandise. The aggregate incremental cost for personal use of the Company's aircraft is determined based on the variable operating cost to the Company, including the cost of fuel, maintenance, crew travel expenses, landing fees, parking fees, in-flight food and beverage, and other smaller variable costs associated with each flight. The amounts for Mr. Donahoe and Mr. Parker exclude the aggregate incremental cost to the Company for personal use of the Company's aircraft for which Mr. Donahoe or Mr. Parker, as applicable, reimbursed the Company in accordance with a time sharing agreement and as allowed under Federal Aviation Regulation 91.501(c) and (d).
(7)For fiscal 2023, includes the value of both the grant of PSUs for the fiscal 2023 – 2025 performance period (which were awarded as part of fiscal 2023 compensation) and the payout of LTIP awards for the fiscal 2021 – 2023 performance period (which were awarded as part of fiscal 2021 compensation). For fiscal 2022, includes the value of both the grant of PSUs for the fiscal 2022 – 2024 performance period (which were awarded as part of fiscal 2022 compensation) and the payout of LTIP awards for the fiscal 2020 – 2022 performance period (which were awarded as part of fiscal 2020 compensation).

45 NIKE, INC.
NAME AND PRINCIPAL
POSITION		YEARSALARY
($)
BONUS(1)
($)

STOCK
AWARDS(2)
($)
OPTION
AWARDS(3) 
($)
NON-EQUITY
INCENTIVE PLAN
COMPENSATION(4) 
($)
ALL OTHER
COMPENSATION(5) 
($)
TOTAL
($)
John J. Donahoe II(6)
President and Chief Executive Officer
2020548,0776,750,000
21,275,07323,241,515—1,685,31553,499,980
        
        
Mark G. Parker
Executive Chairman and Former President and Chief Executive Officer
20201,700,0006,025,000
4,000,0675,540,572—930,63418,196,273
20191,676,923—
5,000,0123,052,0004,091,695147,39213,968,022
20181,550,0001,295,000
3,500,0201,618,6501,295,000208,7909,467,460
Matthew Friend(6)
Executive Vice President and Chief Financial Officer
2020659,0921,576,800
400,057661,621—14,0003,311,570
        
        
Andrew Campion 
Chief Operating Officer and Former Chief Financial Officer
20201,092,3082,070,000
1,160,0231,606,771—9,3755,938,477
20191,038,461—
1,150,0731,395,2001,266,92532,0494,882,708
2018963,462277,500
7,000,040735,750277,50063,5149,317,766
Hilary K. Krane
Executive Vice President, Chief Administrative Officer & General Counsel
20201,092,3082,070,000
1,160,0231,606,771—14,0005,943,102
20191,026,923—
1,150,0731,395,2001,252,85031,8464,856,892
2018892,308185,000
4,850,042686,700185,00058,5246,857,574
Monique Matheson(6)
Executive Vice President, Global Human Resources
20201,073,0772,070,000
1,160,0231,606,771—14,0005,923,871
John F. Slusher
Executive Vice President, Global Sports Marketing
20201,073,0772,070,000
1,160,0231,606,771—14,0005,923,871
2019921,154—
850,0711,308,0001,123,81033,8624,236,897
2018900,000185,000
4,750,044686,700185,00059,7156,766,459
Elliott J. Hill(6)
Former President, Consumer & Marketplace
20201,192,3082,190,000
1,300,0801,800,684—33,5066,516,578
20191,119,738—
1,250,0221,569,6001,366,08569,9685,375,413
        
Eric D. Sprunk
Former Chief Operating Officer
20201,192,3082,190,000
1,300,0801,800,684—14,0006,497,072
20191,142,308—
1,250,0221,569,6001,393,62033,8795,389,429
20181,092,308277,500
7,000,040833,850277,50080,5609,561,758

(1)For fiscal 2020, represents discretionary cash bonuses awarded to executive officers to approximate the short- and long-term cash incentive payouts received by non-executive officers. Due to the impact of COVID-19 on our incentive plans, the executive officers received 0% payouts under each of the fiscal 2020 PSP and fiscal 2018-2020 LTIP, while non-executive officers received higher payouts under the fiscal 2020 annual bonus plan and fiscal 2018-2020 LTIP to approximate Company performance during the pre-pandemic portion of the applicable performance period. For fiscal 2018, represents discretionary cash bonuses awarded to certain executive officers to normalize their compensation to that of non-executive officers. The non-executive officers received a higher payout under the fiscal 2016-2018 LTIP because their payout was able to be adjusted for the impact of the Tax Cuts and Jobs Act.
(2)Represents the grant date fair value of restricted stock and RSU awards granted in the applicable fiscal year computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value is based on the closing market price of our Class B Stock on the grant date.
(3)Represents the grant date fair value of options granted in the applicable fiscal year computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value of the options was estimated using the Black-Scholes option pricing model. The assumptions made in determining the grant date fair values of options under applicable accounting guidance are disclosed in Note 11 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2020.
(4)Non-Equity Incentive Plan Compensation consists of the following:


2020 PROXY STATEMENT 43


NAMEFISCAL YEAR
ANNUAL INCENTIVE
COMPENSATION(a)  
($)

LONG-TERM INCENTIVE
COMPENSATION(b)  
($)

TOTAL
($)
John J. Donahoe II2020—
—
—
Mark. G Parker2020—
—
—
 20194,091,695
—
4,091,695
 2018—
1,295,000
1,295,000
Matthew Friend2020—
—
—
Andrew Campion2020—
—
—
 20191,266,925
—
1,266,925
 2018—
277,500
277,500
Hilary K. Krane2020—
—
—
 20191,252,850
—
1,252,850
 2018—
185,000
185,000
Monique Matheson2020—
—
—
John F. Slusher2020—
—
—
 20191,123,810
—
1,123,810
 2018—
185,000
185,000
Elliott J. Hill2020—
—
—
 20191,366,085
—
1,366,085
Eric D. Sprunk2020—
—
—
 20191,393,620
—
1,393,620
 2018—
277,500
277,500
(a)Amounts shown were earned for performance in the applicable fiscal year under our Executive Performance Sharing Plan.
(b)Amounts shown were earned for performance during the three-year period ending with the applicable fiscal year under our Long-Term Incentive Plan.
(5)For fiscal 2020, includes Company matching contributions to the 401(k) Plan in the amount of $9,375 for Mr. Campion and $14,000 for each of the other Named Executive Officers. For Mr. Donahoe, includes $63,695 in director fees for his service on our Board as a non-employee director through January 12, 2020. The amount for Mr. Donahoe also includes $1,500,000 in charitable matching contributions made by the Company, as well as relocation-related expenses, reimbursement for legal fees and expenses in connection with his offer letter, a security assessment, and Company-related merchandise. For Mr. Parker, includes $10,000 in compensation in recognition of 40 years of service with the Company, and associated tax reimbursement in the amount of $9,399, pursuant to our Valued Service Award Program, under which all employees receive cash awards and associated tax reimbursements in recognition of their significant service anniversaries with the Company. The amount for Mr. Parker also includes $800,000 in charitable matching contributions made by the Company, as well as daily residential security, including monitoring and patrols provided by the Company, and a site-visit gift. The amounts for Mr. Donahoe and Mr. Parker also include $23,515 and $78,618, respectively, in aggregate incremental cost to the Company for personal use of the Company's aircraft and actual cost of chartered flights for travel to and from the board and shareholder meetings of outside companies for which Mr. Donahoe and Mr. Parker serve as directors. The aggregate incremental cost is determined based on the variable operating cost to the Company, including the cost of fuel, maintenance, crew travel expenses, landing fees, parking fees, in-flight food and beverage, and other smaller variable costs associated with each flight. These amounts exclude the aggregate incremental cost to the Company for personal use of the Company’s aircraft for which Mr. Donahoe or Mr. Parker, as applicable, reimbursed the Company in accordance with a time sharing agreement and as allowed under Federal Aviation Regulation 91.501(c) and (d). The amount for Mr. Hill includes financial advisory services, spousal travel to and attendance at Company-sponsored functions, Company-related merchandise, a dinner, and a project-completion gift.
(6)Because Mr. Donahoe, Mr. Friend, and Ms. Matheson were only Named Executive Officers for fiscal 2020, and Mr. Hill was only a Named Executive Officer for fiscal 2020 and fiscal 2019, no disclosure is included as to Mr. Donahoe, Mr. Friend, and Ms. Matheson for fiscal 2019 or fiscal 2018, or as to Mr. Hill for fiscal 2018.


44 NIKE, INC.

GRANTS OF PLAN-BASED AWARDS IN FISCAL 20202023
The following table sets forth information concerning the performance-based annual cash incentive opportunities performance-based long-term cash incentive opportunities, restricted stock and RSU awards,PSUs, RSUs, and stock options granted to the Named Executive Officers in fiscal 2020.2023.
ESTIMATED FUTURE PAYOUTS UNDER
NON-EQUITY INCENTIVE PLAN AWARDS(1)
ESTIMATED FUTURE PAYOUTS UNDER
EQUITY INCENTIVE PLAN AWARDS(2)
ALL OTHER
STOCK AWARDS:
NUMBER OF
SHARES OF
STOCK OR
UNITS(3)
ALL OTHER OPTION
AWARDS: NUMBER
OF SECURITIES
UNDERLYING
OPTIONS(4)
EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
GRANT DATE
FAIR VALUE
OF STOCK
AND OPTION
AWARDS(5)
THRESHOLDTARGETMAXIMUMTHRESHOLDTARGETMAXIMUM
NAMEGRANT DATEAPPROVAL DATE($)($)($)(#)(#)(#)(#)(#)($/SH)($)
John Donahoe II1,500,0003,000,0004,500,000
8/1/20226/22/202218,32873,312146,62410,250,484
8/1/20226/22/202225,9842,969,971
8/1/20226/22/2022225,564114.307,247,371
Matthew Friend750,0001,500,0002,250,000
8/1/20226/10/20224,64018,56037,1202,595,059
8/1/20226/10/202212,9921,484,986
8/1/20226/10/202275,188114.302,415,790
Andrew Campion750,0001,500,0002,250,000
8/1/20226/10/20224,64018,56037,1202,595,059
8/1/20226/10/202212,9921,484,986
8/1/20226/10/202275,188114.302,415,790
Heidi O'Neill750,0001,500,0002,250,000
8/1/20226/10/20224,64018,56037,1202,595,059
8/1/20226/10/202212,9921,484,986
8/1/20226/10/202275,188114.302,415,790
Mark Parker———
8/1/20226/10/2022———— 
8/1/20226/10/2022— — 
8/1/20226/10/202271,608114.302,300,765
  ESTIMATED FUTURE PAYOUTS UNDER
NON-EQUITY INCENTIVE PLAN AWARDS		 
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY
INCENTIVE PLAN AWARDS

 
ALL OTHER
STOCK AWARDS:
NUMBER OF
SHARES OF
STOCK OR
UNITS(4)

 
ALL OTHER OPTION
AWARDS: NUMBER
OF SECURITIES
UNDERLYING
OPTIONS(5)

EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
GRANT DATE
FAIR VALUE
OF STOCK
AND OPTION
AWARDS(6)

  THRESHOLD TARGET MAXIMUMTARGET  
NAMEGRANT DATE($) ($) ($) (#) (#)
 (#)
($/SH)
($)
John J. Donahoe II1/13/20201,500,000
(1) 
3,000,000
(1) 
4,500,000
(1) 
       
 1/13/20202,500,000
(2) 
5,000,000
(2) 
10,000,000
(2) 
       
 9/19/2019        1,996
   175,049
 1/13/2020        35,239
   3,600,016
 1/13/2020        171,300
   17,500,008
 1/13/2020          236,843
102.16
5,480,547
 1/13/2020      767,544
(3) 
   102.16
17,760,968
Mark G. Parker6/19/20191,700,000
(1) 
3,400,000
(1) 
5,100,000
(1) 
       
 6/19/20192,500,000
(2) 
5,000,000
(2) 
10,000,000
(2) 
       
 8/1/2019        48,124
   4,000,067
 8/1/2019          302,268
83.12
5,540,572
Matthew Friend6/19/2019525,000
(1) 
1,050,000
(1) 
1,575,000
(1) 
       
 6/19/2019500,000
(2) 
1,000,000
(2) 
2,000,000
(2) 
       
 8/1/2019        4,813
   400,057
 8/1/2019          36,095
83.12
661,621
Andrew Campion6/19/2019660,000
(1) 
1,320,000
(1) 
1,980,000
(1) 
       
 6/19/2019500,000
(2) 
1,000,000
(2) 
2,000,000
(2) 
       
 8/1/2019        13,956
   1,160,023
 8/1/2019          87,658
83.12
1,606,771
Hilary K. Krane6/19/2019660,000
(1) 
1,320,000
(1) 
1,980,000
(1) 
       
 6/19/2019500,000
(2) 
1,000,000
(2) 
2,000,000
(2) 
       
 8/1/2019        13,956
   1,160,023
 8/1/2019          87,658
83.12
1,606,771
Monique Matheson6/19/2019660,000
(1) 
1,320,000
(1) 
1,980,000
(1) 
       
 6/19/2019500,000
(2) 
1,000,000
(2) 
2,000,000
(2) 
       
 8/1/2019        13,956
   1,160,023
 8/1/2019          87,658
83.12
1,606,771
John F. Slusher6/19/2019660,000
(1) 
1,320,000
(1) 
1,980,000
(1) 
       
 6/19/2019500,000
(2) 
1,000,000
(2) 
2,000,000
(2) 
       
 8/1/2019        13,956
   1,160,023
 8/1/2019          87,658
83.12
1,606,771
Elliott J. Hill6/19/2019720,000
(1) 
1,440,000
(1) 
2,160,000
(1) 
       
 6/19/2019500,000
(2) 
1,000,000
(2) 
2,000,000
(2) 
       
 8/1/2019        15,641
   1,300,080
 8/1/2019          98,237
83.12
1,800,684
Eric D. Sprunk6/19/2019720,000
(1) 
1,440,000
(1) 
2,160,000
(1) 
       
 6/19/2019500,000
(2) 
1,000,000
(2) 
2,000,000
(2) 
       
 8/1/2019        15,641
   1,300,080
 8/1/2019          98,237
83.12
1,800,684
(1)These amounts represent the potential performance-based annual cash incentive awards payable for performance during fiscal 2020(1)These amounts represent the potential performance-based annual cash incentive awards payable for performance during fiscal 2023 under our PSP. Under this plan, the Compensation Committee approved target awards for fiscal 2020 based on a percentage of the executive’s base salary paid during fiscal 2020 as follows: Mr. Donahoe, 200%; Mr. Parker, 200%; Mr. Friend, 120%; Mr. Campion, 120%; Ms. Krane, 120%; Ms. Matheson, 120%; Mr. Slusher 120%; Mr. Hill, 120%; Mr. Sprunk, 120%. The Compensation Committee also established a series of performance targets based on our Adjusted


2020 PROXY STATEMENT 45

EBIT for fiscal 2020 (earnings before interest2023 based on a percentage of the executive's base salary paid during fiscal 2023 as follows: Mr. Donahoe, 200%; Mr. Friend, 120%; Mr. Campion, 120%; Ms. O'Neill, 120%; and taxes, excluding the effect of acquisitions, divestitures, accounting changes, restructurings, unanticipated exchange rate fluctuationsMr. Parker, 0%. Fiscal 2023 PSP awards are earned between 0% and other extraordinary, unusual, or infrequently occurring items) corresponding to award payouts ranging from 50% to 150% of the target awards. The fiscal 2020 Adjusted EBIT required to earn the 50% threshold payout level, 100% target payout level, or 150% maximum payout level was $4,736 million, $5,263 million, or $5,789 million, respectively. Participants receive a payout at the percentage level at which the performance target is met, subject to the Compensation Committee’s discretion to reduce or eliminate any award based on Company or individual performance.performance on three equally-weighted metrics—Adjusted Revenue, Adjusted Digital Revenue, and Adjusted EBIT—during fiscal 2023. Actual award payouts earned in fiscal 20202023 and paid in fiscal 20212024 are shown in footnote 4 to the Non-Equity Incentive Plan Compensation column in the Summary Compensation Table.
(2)These amounts represent the potential performance-based long-term cash incentive awards payable for performance during the three-year period consisting of fiscal 2020-2022 under our LTIP. Under this plan, the Compensation Committee approved target awards for the performance period and also established a series of performance targets and corresponding award payouts, which were modified by the Compensation Committee in June 2020 in response to the COVID-19 pandemic. The participants will receive a payout based on the Company's total shareholder return ("Absolute TSR") for fiscal 2020-2022 relative to total shareholder return over the same period for the other companies in the S&P 500 ("Relative TSR"). This payout is subject to a cap of 100% of the target award if Absolute TSR for the performance period is negative. To earn the 25% threshold payout level, 100% target payout level, or 200% maximum payout level, the Company's fiscal 2020-2022 Relative TSR must be at the 25th percentile, 55th percentile, or 85th percentile, respectively. Fiscal 2020-2022 LTIP awards will be paid in August 2022, provided that the participant is employed by the Company on the last day of the performance period.
(3)Represents performance-based stock options granted under our Stock Incentive Plan which vest based on (a) a 20% increase in the value of our Class B Stock from the value on the grant date (based on a 30-trading day average closing price divided by the closing price of a share on the grant date) and (b) continued employment, generally for three years from the grant date. The award has a maximum term of ten years, subject to earlier termination in the event of termination of employment.
(4)For Mr. Donahoe, the amount represents grants under our Stock Incentive Plan of (a) restricted stock granted in connection with his service as a non-employee director, which vests on the first anniversary of the grant date (or the date of the next annual meeting of shareholders, if earlier) and (b) RSUs which vest in three equal installments on the first three anniversaries of the grant date. For each other Named Executive Officer, the amount represents grants of RSUs under our Stock Incentive Plan which vest in three equal installments on the first three anniversaries of the grant date. Vesting of RSUs will be accelerated in certain circumstances as described in the section below titled "Potential Payments Upon Termination or Change-in-Control". Dividends are payable on RSUs only upon vesting.
(5)Amounts reported in this column represent stock options granted under our Stock Incentive Plan which become exercisable in four equal installments on the first four anniversaries of the grant date. Options may otherwise become fully exercisable in certain circumstances as described in the section below titled "Potential Payments Upon Termination or Change-in-Control". Each option has a maximum term of 10 years, subject to earlier termination in the event of the optionee’s termination of employment.
(6)For stock awards, represents the value of restricted stock and RSUs granted based on the closing market price of our Class B Stock on the grant date. For option awards, represents the grant date fair value of stock options granted based on a value of $18.33 per share for the August 1, 2019 grants and $23.14 per share for the January 13, 2020 grants, calculated using the Black-Scholes option pricing model. These are the same values for these equity awards used under accounting guidance applicable to stock-based compensation. The assumptions made in determining option values are disclosed in Note 11 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2020.
(2)These amounts represent grants of PSUs under the SIP which are earned between 0% and 200% of target based on Relative TSR for fiscal 2023 – 2025, subject to a cap of 100% of target if Absolute TSR for the performance period is negative. If Relative TSR is at or above the threshold performance goal, the Compensation Committee may adjust the earnout upwards or downwards by up to 20 percentage points based on a holistic assessment of the Company's performance during the three-year performance period with respect to employee engagement and inclusion, representation of diverse individuals in leadership positions, and sustainability. Earned PSUs will vest in August 2025 and are generally subject to continued employment through the vesting date. Vesting will be accelerated in certain circumstances as described below in the section "Potential Payouts Upon Termination or Change-in-Control". The PSUs accumulate cash dividend equivalents that are paid only when, and to the extent, they vest.
(3)Amounts reported in this column represent grants of RSUs under the SIP which vest in three equal installments on the first three anniversaries of the grant date. Vesting will be accelerated in certain circumstances as described below in the section "Potential Payouts Upon Termination or Change-in-Control". The RSUs accumulate cash dividend equivalents that are only paid upon vesting.
(4)Amounts reported in this column represent stock options granted under the SIP which become exercisable in four equal installments on the first four anniversaries of the grant date. Options become exercisable in certain circumstances as described below in the section "Potential Payouts Upon Termination or Change-in-Control". Each option has a maximum term of 10 years, subject to earlier termination in the event of the optionee's termination of employment.
(5)For stock awards, represents the grant date fair value of (a) RSUs based on the closing market price of our Class B Stock on the grant date and (b) PSUs based on a value of $139.82 per share computed using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date. The Monte Carlo simulation was performed using the remaining performance period of 2.83 years and assuming an expected volatility of 34.97% and risk-free interest rate of 2.79%. The expected volatility was based on an analysis of the historical volatility of the Class B Stock on the grant date for 2.83 years. The risk-free interest rate corresponding with the remaining performance period was calculated using the U.S. Treasury (constant maturity) risk-free rates in effect on the grant date for a 2- and 3-year period. For option awards, represents the grant date fair value of stock options granted based on a value of $32.13 per share, calculated using the Black-Scholes option pricing model. The assumptions made in determining option values are disclosed in Note 9 to Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2023. Stock and option award values were computed in accordance with accounting guidance applicable to stock-based compensation.

2023 PROXY STATEMENT 46

OUTSTANDING EQUITY AWARDS AT MAY 31, 20202023
The following table sets forth information concerning outstanding stock options, and unvested restricted stockPSUs, and RSUs held by the Named Executive Officers at May 31, 2020.2023.
OPTION AWARDSSTOCK AWARDS
NAMENUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
EXERCISABLE
(#)
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISABLE
OPTIONS
(#)(1)
OPTION
EXERCISE
PRICE
($)		OPTION
EXPIRATION
DATE
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED
(#)(2)
MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED
($)
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
(#)(3)
EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
($)
John Donahoe II177,633
59,210(4)
102.1601/13/2030
767,544—102.1601/13/2030
119,788
119,787(5)
97.6108/1/2030
38,210
114,629(6)
167.5108/1/2031
—
225,564(7)
114.3008/1/203255,5365,845,719177,42818,676,071
Matthew Friend23,000— 57.8707/15/2026
30,000— 59.1007/20/2027
35,000— 77.5408/1/2028
27,072
9,023(8)
83.1208/1/2029
38,599
38,598(5)
97.6108/1/2030
10,918
32,751(6)
167.5108/1/2031
—
75,188(7)
114.3008/1/203252,0225,475,83643,2814,555,758
Andrew Campion75,000— 57.8707/15/2026
75,000— 59.1007/20/2027
80,000— 77.5408/1/2028
65,744
21,914(8)
83.1208/1/2029
38,599
38,598(5)
97.6108/1/2030
12,737
38,210(6)
167.5108/1/2031
—
75,188(7)
114.3008/1/203272,9367,677,24343,2814,555,758
Heidi O'Neill25,000— 77.5408/1/2028
46,020
15,340(8)
83.1208/1/2029
38,599
38,598(5)
97.6108/1/2030
12,737
38,210(6)
167.5108/1/2031
—
75,188(7)
114.3008/1/203252,8435,562,25443,2814,555,758
Mark Parker110,000— 31.6757/19/2023
330,000— 38.7607/18/2024
330,000— 56.4007/17/2025
165,000— 57.8707/15/2026
165,000— 59.1007/20/2027
175,000— 77.5408/1/2028
226,701
75,567(8)
83.1208/1/2029
133,098
133,096(5)
97.6108/1/2030
12,131
36,390(6)
167.5108/1/2031
—
71,608(7)
114.3008/1/2032— — — — 
(1)Stock options generally become exercisable in four equal installments on each of the first four anniversaries of the grant date.









 OPTION AWARDS STOCK AWARDS
NAMENUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
EXERCISABLE
(#)
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISABLE
OPTIONS
(#)(1)

 
EQUITY
INCENTIVE PLAN:
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
UNEARNED
OPTIONS
 (#)

 OPTION
EXERCISE
PRICE
($)
OPTION
EXPIRATION
DATE		 NUMBER OF
SHARES OR
UNITS OF
STOCK THAT
HAVE NOT
VESTED
(#)
 
MARKET VALUE OF
SHARES OR UNITS OF
STOCK THAT HAVE
NOT VESTED
($)

John J. Donahoe II—
236,843
(2) 
  102.1600
1/13/2030    
 —
—
 767,544
(3) 
102.1600
1/13/2030 208,535
(8) 
20,557,380
Mark G. Parker165,000
—
   17.2400
7/16/2020    
 660,000
—
   22.9250
7/15/2021    
 660,000
—
   23.2700
7/20/2022    
 330,000
—
   31.6750
7/19/2023    
 330,000
—
   38.7600
7/18/2024    
 330,000
—
   56.4000
7/17/2025    
 123,750
41,250
(4) 
  57.8700
7/15/2026    
 82,500
82,500
(5) 
  59.1000
7/20/2027    
 43,750
131,250
(6) 
  77.5400
8/1/2028    
 —
302,268
(7) 
  83.1200
8/1/2029 333,034
(9) 
32,830,492
Matthew Friend34,700
—
   31.6750
7/19/2023    
 41,000
—
   38.7600
7/18/2024    
 43,000
—
   56.4000
7/17/2025    
 17,250
5,750
(4) 
  57.8700
7/15/2026    


4647 NIKE, INC.


 OPTION AWARDS STOCK AWARDS
NAMENUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
EXERCISABLE
(#)
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISABLE
OPTIONS
(#)(1)

 
EQUITY
INCENTIVE PLAN:
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
UNEARNED
OPTIONS
 (#)

 OPTION
EXERCISE
PRICE
($)
OPTION
EXPIRATION
DATE		 NUMBER OF
SHARES OR
UNITS OF
STOCK THAT
HAVE NOT
VESTED
(#)
 
MARKET VALUE OF
SHARES OR UNITS OF
STOCK THAT HAVE
NOT VESTED
($)

 15,000
15,000
(5) 
  59.1000
7/20/2027    
 8,750
26,250
(6) 
  77.5400
8/1/2028    
 —
36,095
(7) 
  83.1200
8/1/2029 24,011
(10) 
2,367,004
Andrew Campion80,000
—
   38.7600
7/18/2024    
 120,000
—
   56.4000
7/17/2025    
 56,250
18,750
(4) 
  57.8700
7/15/2026    
 37,500
37,500
(5) 
  59.1000
7/20/2027    
 20,000
60,000
(6) 
  77.5400
8/1/2028    
 —
87,658
(7) 
  83.1200
8/1/2029 131,007
(11) 
12,914,670
Hilary K. Krane38,500
—
   31.6750
7/19/2023    
 110,000
—
   38.7600
7/18/2024    
 130,000
—
   56.4000
7/17/2025    
 52,500
17,500
(4) 
  57.8700
7/15/2026    
 35,000
35,000
(5) 
  59.1000
7/20/2027    
 20,000
60,000
(6) 
  77.5400
8/1/2028    
 —
87,658
(7) 
  83.1200
8/1/2029 96,320
(12) 
9,495,226
Monique Matheson16,500
—
   23.2700
7/20/2022    
 22,500
—
   31.6750
7/19/2023    
 38,000
—
   38.7600
7/18/2024    
 40,000
—
   56.4000
7/17/2025    
 15,000
5,000
(4) 
  57.8700
7/15/2026    
 20,000
20,000
(5) 
  59.1000
7/20/2027    
 18,750
56,250
(6) 
  77.5400
8/1/2028    
 —
87,658
(7) 
  83.1200
8/1/2029 80,218
(13) 
7,907,890
John F. Slusher115,000
—
   38.7600
7/18/2024    
 120,000
—
   56.4000
7/17/2025    
 48,750
16,250
(4) 
  57.8700
7/15/2026    
 35,000
35,000
(5) 
  59.1000
7/20/2027    
 18,750
56,250
(6) 
  77.5400
8/1/2028    
 —
87,658
(7) 
  83.1200
8/1/2029 93,176
(14) 
9,185,290
Elliott J. Hill90,000
—
   56.4000
7/17/2025    
 37,500
12,500
(4) 
  57.8700
7/15/2026    
 25,000
25,000
(5) 
  59.1000
7/20/2027    
 22,500
67,500
(6) 
  77.5400
8/1/2028    
 —
98,237
(7) 
  83.1200
8/1/2029 118,426
(15) 
11,674,435
Eric D. Sprunk160,000
—
   56.4000
7/17/2025    
 63,750
21,250
(4) 
  57.8700
7/15/2026    
 42,500
42,500
(5) 
  59.1000
7/20/2027    
 22,500
67,500
(6) 
  77.5400
8/1/2028    
 —
98,237
(7) 
  83.1200
8/1/2029 133,551
(16) 
13,165,458
(2)Reflects RSUs that vest as described in the table below:
NAMEFISCAL YEAR OF GRANTNUMBER OF UNVESTED UNITSVESTING SCHEDULE
John Donahoe II202325,984RSUs subject to three-year pro-rata vesting on 8/1/2023, 8/1/2024, and 8/1/2025
202217,249RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2023 and 50% vest on 8/1/2024
202112,303RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2023
Matthew Friend202312,992RSUs subject to three-year pro-rata vesting on 8/1/2023, 8/1/2024, and 8/1/2025
20224,928RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2023 and 50% vest on 8/1/2024
202130,138RSUs subject to four-year pro-rata vesting; 50% of the remaining units vested on 6/1/2023 and 50% vest on 6/1/2024
20213,964RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2023
Andrew Campion202312,992RSUs subject to three-year pro-rata vesting on 8/1/2023, 8/1/2024, and 8/1/2025
20225,749RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2023 and 50% vest on 8/1/2024
202150,231RSUs subject to four-year pro-rata vesting; 50% of the remaining units vested on 6/1/2023 and 50% vest on 6/1/2024
20213,964RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2023
Heidi O'Neill202312,992RSUs subject to three-year pro-rata vesting on 8/1/2023, 8/1/2024, and 8/1/2025
20225,749RSUs subject to three-year pro-rata vesting, 50% of the remaining units vest on 8/1/2023 and 50% vest on 8/1/2024
202130,138RSUs subject to four-year pro-rata vesting, 50% of the remaining units vested on 6/1/2023 and 50% vest on 6/1/2024
20213,964RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2023
(3)Reflects PSUs that vest as described in the table below, assuming performance at the maximum level (200%) for the fiscal 2023 – 2025 PSUs and performance at the target level (100%) for the fiscal 2022 – 2024 PSUs. In each case, PSUs will be earned between 0% and 200% based on Relative TSR over the applicable three-year performance period and subject to the People & Planet modifier.
(1)NAMEStock options generally become exercisable in four equal installmentsFISCAL YEAR OF PERFORMANCE PERIODNUMBER OF UNVESTED UNITSVESTING SCHEDULE
John Donahoe II2023 – 2025146,624Earned units will cliff vest on each of the first four anniversaries of the grant date.8/1/2025
2022 – 202430,804Earned units will cliff vest on 8/1/2024
(2)Matthew Friend25% of these options2023 – 202537,120Earned units will cliff vest on January 13, 2021, 25%8/1/2025
2022 – 20246,161Earned units will cliff vest on January 13, 2022, 25%8/1/2024
Andrew Campion2023 – 202537,120Earned units will cliff vest on January 13, 2023, and 25%8/1/2025
2022 – 20246,161Earned units will cliff vest on January 13, 2024.8/1/2024
Heidi O'Neill2023 – 202537,120Earned units will cliff vest on 8/1/2025
(3)2022 – 2024Subject to satisfaction of the performance vesting condition based on a 20% increase in the value of our Class B Stock from the value on the grant date (based on a 30-trading day average closing price divided by the closing price of a share on the grant date), 33.3% of these options6,161Earned units will cliff vest on January 13, 2021, 33.3% will vest on January 13, 2022, and 33.3% will vest on January 13, 2023. If the performance vesting condition has not been satisfied as of a tranche's vesting date, that tranche will instead vest upon satisfaction of the performance vesting condition.8/1/2024
(4)100% of these options vested on July 15, 2020.

(4)100% of these options will vest on January 13, 2024.
(5)50% of these options will vest on August 1, 2023 and 50% will vest on August 1, 2024.
(6)33.3% of these options will vest on August 1, 2023, 33.3% will vest on August 1, 2024, and 33.3% will vest on August 1, 2025.
(7)25% of these options will vest on August 1, 2023, 25% will vest on August 1, 2024, 25% will vest on August 1, 2025, and 25% will vest on August 1, 2026.
(8)100% of these options will vest on August 1, 2023.



20202023 PROXY STATEMENT 4748


(5)50% of these options vested on July 20, 2020 and 50% will vest on July 20, 2021.
(6)33.3% of these options will vest on August 1, 2020, 33.3% will vest on August 1, 2021, and 33.3% will vest on August 1, 2022.
(7)25% of these options will vest on August 1, 2020, 25% will vest on August 1, 2021, 25% will vest on August 1, 2022, and 25% will vest on August 1, 2023.
(8)1,996 of these restricted shares will vest on September 17, 2020. 68,848 of these RSUs will vest on January 13, 2021, 68,846 of these RSUs will vest on January 13, 2022, and 68,845 of these RSUs will vest on January 13, 2023.
(9)19,740 of these restricted shares vested on July 20, 2020. An additional 21,494 of these RSUs will vest on August 1, 2020 and 21,494 of these restricted shares will vest on August 1, 2021. 16,042 of these RSUs will vest on August 1, 2020, and 16,041 of these RSUs will vest on August 1, 2021, and 16,041 of these RSUs will vest on August 1, 2022. An additional 222,182 of these RSUs vested on June 30, 2020. Includes 0 RSUs in respect of the performance-based RSUs that were earned at 0% based on fiscal 2016-2020 revenue growth and EPS growth and would have vested on June 30, 2020.
(10)1,128 of these restricted shares vested on July 20, 2020. 2,354 of these RSUs will vest on November 15, 2020. 13,352 of these RSUs will vest on June 10, 2021. 1,182 of these RSUs will vest on August 1, 2020, and 1,182 of these RSUs will vest on August 1, 2021. 1,605 of these RSUs will vest on August 1, 2020, 1,604 of these RSUs will vest on August 1, 2021, and 1,604 of these RSUs will vest on August 1, 2022. 15,070 of these RSUs will vest on June 1, 2021, 15,070 of these RSUs will vest on June 1, 2022, 15,069 of these RSUs will vest on June 1, 2023, and 15,069 of these RSUs will vest on June 1, 2024.
(11)5,640 of these restricted shares vested on July 20, 2020. 101,523 of these RSUs vested on July 20, 2020. 4,944 of these RSUs will vest on August 1, 2020, and 4,944 of these RSUs will vest on August 1, 2021. 4,653 of these RSUs will vest on August 1, 2020, 4,652 of these RSUs will vest on August 1, 2021 and 4,651 of these RSUs will vest on August 1, 2022. 25,116 of these RSUs will vest on June 1, 2021, 25,116 of these shares will vest on June 1, 2022, 25,116 of these RSUs will vest on June 1, 2023, and 25,115 of these RSUs will vest on June 1, 2024.
(12)4,794 of these restricted shares vested on July 20, 2020. 67,682 of these RSUs vested on July, 20, 2020. 4,944 of these RSUs will vest on August 1, 2020, and 4,944 of these RSUs will vest on August 1, 2021. 4,653 of these RSUs will vest on August 1, 2020, 4,652 of these RSUs will vest on August 1, 2021 and 4,651 of these RSUs will vest on August 1, 2022. An additional 40,185 of these RSUs will vest on June 1, 2023.
(13)3,243 of these restricted shares vested on July 20, 2020. 3,654 of these RSUs will vest on August 1, 2020, and 3,654 of these RSUs will vest on August 1, 2021. 4,653 of these RSUs will vest on August 1, 2020, 4,652 of these RSUs will vest on August 1, 2021 and 4,651 of these RSUs will vest on August 1, 2022. An additional 55,711 of these RSUs will vest on May 31, 2021, and 40,185 will vest on June 1, 2023.
(14)4,230 of these restricted shares vested on July 20, 2020. 67,682 of these RSUs vested on July, 20, 2020. 3,654 of these RSUs will vest on August 1, 2020, and 3,654 of these RSUs will vest on August 1, 2021. 4,653 of these RSUs will vest on August 1, 2020, 4,652 of these RSUs will vest on August 1, 2021 and 4,651 of these RSUs will vest on August 1, 2022. An additional 40,185 of these RSUs will vest on June 1, 2023.
(15)3,384 of these restricted shares vested on July 20, 2020. 88,654 of these RSUs vested on July, 17, 2020. 5,374 of these RSUs will vest on August 1, 2020, and 5,373 of these RSUs will vest on August 1, 2021. 5,214 of these RSUs will vest on August 1, 2020, 5,214 of these RSUs will vest on August 1, 2021, and 5,213 of these RSUs will vest on August 1, 2022.
(16)5,640 of these restricted shares vested on July 20, 2020. 101,523 of these RSUs vested on July, 17, 2020. 5,374 of these RSUs will vest on August 1, 2020, and 5,373 of these RSUs will vest on August 1, 2021. 5,214 of these RSUs will vest on August 1, 2020, 5,214 of these RSUs will vest on August 1, 2021, and 5,213 of these RSUs will vest on August 1, 2022.
OPTION EXERCISES AND STOCK VESTED DURING FISCAL 20202023
The following table sets forth information concerning stock option exercises and vesting of restricted stockRSUs during fiscal 20202023 for each of the Named Executive Officers on an aggregated basis.
OPTION AWARDSSTOCK AWARDS
NAMENUMBER OF
SHARES ACQUIRED
ON EXERCISE
(#)		VALUE
REALIZED
ON EXERCISE
($)		NUMBER OF
SHARES ACQUIRED
ON VESTING
(#)		VALUE
REALIZED
ON VESTING
($)
John Donahoe II— — 89,77511,262,977
Matthew Friend— — 23,1042,706,794
Andrew Campion— — 36,6084,294,302
Heidi O'Neill— — 24,6372,882,016
Mark Parker220,00019,443,60016,0411,833,486
 OPTION AWARDS STOCK AWARDS
NAMENUMBER OF
SHARES ACQUIRED
ON EXERCISE
(#)
VALUE
REALIZED
ON EXERCISE
($)
 NUMBER OF
SHARES ACQUIRED
ON VESTING
(#)		VALUE
REALIZED
ON VESTING
($)
John J. Donahoe II—
—
 2,050175,009
Mark G. Parker495,000
37,335,095
 61,3965,287,715
Matthew Friend30,000
2,119,014
 5,386478,840
Andrew Campion180,000
12,227,100
 14,9041,282,370
Hilary K. Krane71,500
4,454,945
 12,9061,106,558
Monique Matheson58,500
4,350,961
 7,762659,915
John F. Slusher220,000
14,472,776
 11,053950,929
Elliott J. Hill214,100
13,429,041
 11,638995,312
Eric D. Sprunk120,000
7,359,396
 15,3341,318,111


48 NIKE, INC.

EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information regarding outstanding optionsawards and shares available for future issuance under equity compensation plans approved by shareholders and equity compensation plans that were not approved by shareholders as of May 31, 2020.2023. The table does not reflect issuances made during fiscal 2021.2024.
NUMBER OF SECURITIES
TO BE ISSUED UPON
EXERCISE OF OUTSTANDING
OPTIONS, WARRANTS AND
RIGHTS
WEIGHTED-
AVERAGE EXERCISE
PRICE OF OUTSTANDING
OPTIONS, WARRANTS
AND RIGHTS(1)
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
EQUITY COMPENSATION
PLANS (EXCLUDING SECURITIES
REFLECTED IN COLUMN (a))
PLAN CATEGORY(a)(b)(c)
Equity compensation plans approved by shareholders79,340,157(2)$94.3954 94,321,128(3)
Equity compensation plans not approved by shareholders— — 3,432,320(4)
Total79,340,157$94.3954 97,753,448
(1)Weighted-average exercise prices do not reflect the shares that will be used upon the payment of outstanding awards of RSUs.
(2)Consists of 79,340,157 shares subject to awards of options, RSUs, PSUs (based on performance at the target level of 100%), and stock appreciation rights outstanding under the SIP.
(3)Includes 92,459,174 shares available for future issuance under the SIP and 1,861,954 shares available for future issuance under the Employee Stock Purchase Plan.
(4)Consists of 3,432,320 shares available for future issuance under the Foreign Subsidiary Employee Stock Purchase Plan, pursuant to which shares are offered and sold to employees of selected non-U.S. subsidiaries of the Company on substantially the same terms as those offered to U.S. employees under the shareholder-approved Employee Stock Purchase Plan as described above under "Compensation Discussion and Analysis—Compensation of our Named Executive Officers—Other Compensation—Employee Stock Purchase Plan".

49 NIKE, INC.
 NUMBER OF SECURITIES
TO BE ISSUED UPON
EXERCISE OF OUTSTANDING
OPTIONS, WARRANTS AND
RIGHTS
 
WEIGHTED-
AVERAGE EXERCISE
PRICE OF OUTSTANDING
OPTIONS, WARRANTS
AND RIGHTS(1)

NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
EQUITY COMPENSATION
PLANS (EXCLUDING SECURITIES
REFLECTED IN COLUMN (a))		 
PLAN CATEGORY(a)
 (b)
(c) 
Equity compensation plans approved by shareholders94,763,732
(2) 

$60.9754
53,814,523
(3) 
Equity compensation plans not approved by shareholders—
 —
5,431,497
(4) 
Total94,763,732
 
$60.9754
59,246,020 
(1)Weighted-average exercise prices do not reflect the shares that will be used upon the payment of outstanding awards of RSUs.
(2)Includes 94,763,732 shares subject to awards of options, RSUs, and stock appreciation rights outstanding under the Stock Incentive Plan (including the maximum number of performance-based RSUs granted to Mr. Parker).
(3)Includes 46,441,872 shares available for future issuance under the Stock Incentive Plan and 7,372,651 shares available for future issuance under the Employee Stock Purchase Plan.
(4)Includes 5,431,497 shares available for future issuance under the Foreign Subsidiary Employee Stock Purchase Plan, pursuant to which shares are offered and sold to employees of selected non-U.S. subsidiaries of the Company on substantially the same terms as those offered to U.S. employees under the shareholder-approved Employee Stock Purchase Plan as described above under "Compensation of our Named Executive Officers—Other Compensation—Employee Stock Purchase Plan".

NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 20202023
NAMEPLAN
NAME
EXECUTIVE
CONTRIBUTIONS
IN FISCAL 2023(1)
AGGREGATE EARNINGS
IN FISCAL 2023		AGGREGATE
WITHDRAWALS/
DISTRIBUTIONS IN
FISCAL 2023
AGGREGATE
BALANCE AT
MAY, 31 2023(2)
John Donahoe IIDCP—$10,645—$798,540
Matthew FriendDCP—$(5,349)—$573,515
Andrew CampionDCP$461,539$36,035—$3,860,874
Heidi O'NeillDCP$402,500$45,951—$4,627,399
Mark ParkerDCP$1,140,000$389,725—$28,391,316
NAMEPLAN
NAME
EXECUTIVE
CONTRIBUTIONS
IN FISCAL 2020(1)

NIKE CONTRIBUTIONS
IN FISCAL 2020(1)

AGGREGATE EARNINGS
IN FISCAL 2020
AGGREGATE
WITHDRAWALS/
DISTRIBUTIONS IN
FISCAL 2020
AGGREGATE
BALANCE AT
MAY, 31 2020(1)

John J. Donahoe IIDCP$63,695
$—
$35,211
—
$625,733
Mark G. ParkerDCP$1,243,339
$24,704
$516,549
—
$20,852,430
Matthew FriendDCP$—
$9,503
$35,400
—
$461,523
Andrew CampionDCP$273,077
$13,453
$152,737
—
$2,187,249
Hilary K. KraneDCP$469,032
$13,250
$459,082
—
$5,806,035
Monique MathesonDCP$606,098
$11,319
$208,050
—
$2,362,053
John F. SlusherDCP$1,111,127
$11,386
$926,048
—
$12,757,055
Elliott J. HillDCP$380,769
$25,764
$417,213
—
$8,690,241
Eric D. SprunkDCP$—
$15,283
$975,107
—
$13,479,957
(1)All amounts reported in this column are also included in amounts reported in the Summary Compensation Table.
(1)All amounts reported in the Executive Contributions column are also included in amounts reported in the Summary Compensation Table. The amounts reported in the NIKE Contributions column represent profit sharing contributions made by us in early fiscal 2020 based on fiscal 2019 results; these amounts are also included in amounts reported for fiscal 2019 in the All Other Compensation column of the Summary Compensation Table. Of the amounts reported in the Aggregate Balance column, the following amounts have been reported in the Summary Compensation Tables in this proxy statement or in prior year proxy statements: Mr. Donahoe, $63,695; Mr. Parker, $17,824,275; Mr. Friend, $9,503; Mr. Campion, $1,297,355; Ms. Krane, $1,244,848; Ms. Matheson, $617,417; Mr. Slusher, $2,794,490; Mr. Hill, $447,511; and Mr. Sprunk, $5,085,945.
(2)Of the amounts reported in this column, the following amounts have been reported in the Summary Compensation Tables in this proxy statement or in prior year proxy statements: Mr. Donahoe, $63,695; Mr. Friend, $9,503; Mr. Campion, $2,445,433; Ms. O'Neill, $1,207,906; and Mr. Parker, $22,185,929.
NON-QUALIFIED DEFERRED COMPENSATION PLANS
The Named Executive Officers are eligible to participate in our Deferred Compensation Plan (the "DCP"). Participants in the DCP may elect in advance to defer up to 10075 percent of their annual base salary, and up to 100 percent of their bonus and long-term cash incentive payments.
Generally, weWe may make annual profit sharing contributions to defined contribution retirement plans. The contributions are allocated among eligible employees based on a percentage of their total salary and bonus for the year. To the fullest extent permitted under Internal Revenue Code limitations, these contributions are made to employees’employees' accounts under our qualified 401(k) Savings and Profit Sharing Plan. Contributions based on salary and bonus in excess of the tax law limit ($280,000305,000 for fiscal 2020)2023) are made as NIKE contributions under the DCP.


2020 PROXY STATEMENT 49

Amounts deferred under the DCP are credited to a participant’sparticipant's account under the DCP. Each participant may allocate his or her account among any combination of the investment fundsoptions available under the DCP. Participants’Participants' accounts are adjusted to reflect the investment performance of the fundsinvestment options selected by the participants. Participants can change the allocation of their account balances daily. The fundsinvestment options available under the DCP consist of 18 mutual funds with a variety of investment objectives.objectives and five risk-based portfolios. The investment fundsoptions had annual returns in fiscal 20202023 ranging from -14.51%-15.91% to 21.62%3.77%. Amounts credited to participants’participants' accounts are invested by us in actual investments matching the investment options selected by the participants to ensure that we do not bear any investment risk related to participants’participants' investment choices.
The portion of a participant’sparticipant's account attributable to elective deferrals, including investment returns, is fully vested at all times. The portion of a participant’sparticipant's account attributable to NIKE contributions, including investment returns, is fully vested after the participant has been employed by us for five years. All of the Named Executive Officers, other than Mr. Donahoe, are fully vested in their NIKE contributions.
Each time they elect to defer compensation, participants make an election regarding distribution of the compensation deferred under the election (as adjusted to reflect investment performance). A participant may elect for distribution to be made in a lump sum at the beginning of a predetermined year while the participant is still employed or in service (but no sooner than the fourth year after the year in which the distribution election is submitted). Alternatively, a participant may elect for distribution to be made in a lump sum or in quarterly installments over five, ten, or fifteen years after termination of employment or service. Participants have limited rights to change their distribution elections. Participants may make a hardship withdrawal under certain circumstances. Subject to certain limitations, a participant may also at any time request to withdraw amounts from his or her account balance that were vested as of December 31, 2004 (and any subsequent investment returns on such amount). If such request is approved, the participant may withdraw 90% of the amount requested, and the remaining 10% will be permanently forfeited.

2023 PROXY STATEMENT 50

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
CHANGE-IN-CONTROL COMPENSATION — ACCELERATION OF EQUITY AWARDS
All unvested stock option, restricted stock,RSU, and RSUPSU awards are subject to accelerated vesting upon the occurrence of two events (a "double-trigger"): there is a "change-in-control"; and the Named Executive Officer’sOfficer's employment is terminated by us without "cause" or by the Named Executive Officer for "good reason", in each case between the change-in-control (or shareholder approval of the change-in-control, if earlier) and the second anniversary of the change-in-control. Stock options will be exercisable for four years following termination of employment, but not beyond each option’soption's original 10-year term. PSUs will vest at 100% of target. Accelerated vesting of stock options, RSUs, and RSUsPSUs will also occur if we are acquired and the acquiring company does not assume the outstanding options, RSUs, or RSUs.PSUs. For purposes of our stock awards, "change-in-control" is generally defined to include:
•the acquisition by any person of 50% or more of our outstanding Class A Stock or, if the Class A Stock no longer elects a majority of directors, the acquisition by any person of 30% or more of our total outstanding Common Stock,Stock;
•the nomination (and subsequent election) in a two-year period of a majority of our directors by persons other than the incumbent directors,directors;
•a sale of all or substantially all of our assets,assets; and
•an acquisition of NIKE through a merger, consolidation, or share exchange.
For purposes of our stock awards, "cause" generally includes willful and continued failure to substantially perform assigned duties and willful engagement in illegal conduct materially injurious to us, and "good reason" generally includes a material diminution in position or duties, a salary reduction or material reduction in other benefits, and a home office relocation of over 50 miles.


50 NIKE, INC.

The following table shows the estimated benefits that would have been received by the Named Executive Officers if double-trigger accelerated vesting had occurred on May 31, 2020,2023, when the closing price of our Class B Stock was $98.58$105.26 per share.
NAME
STOCK AWARD
ACCELERATION(1)
STOCK OPTION
ACCELERATION(2)
TOTAL
John Donahoe II$16,804,970$1,099,922$17,904,892
Matthew Friend$8,077,969$495,044$8,573,013
Andrew Campion$10,279,377$780,451$11,059,828
Heidi O'Neill$8,164,388$634,903$8,799,291
Mark Parker—$2,691,237$2,691,237
NAME
STOCK AWARD
ACCELERATION(1)

STOCK OPTION
ACCELERATION(2)

TOTAL
John J. Donahoe II$20,360,615
$—
$20,360,615
Mark G. Parker$65,684,447
$12,370,952
$78,055,399
Matthew Friend$2,367,004
$1,936,611
$4,303,615
Andrew Campion$12,914,670
$4,861,406
$17,776,076
Hilary K. Krane$9,495,226
$4,711,818
$14,207,044
Monique Matheson$7,907,891
$3,531,843
$11,439,734
John F. Slusher$9,185,290
$4,582,031
$13,767,321
Elliott J. Hill$11,674,435
$4,434,819
$16,109,254
Eric D. Sprunk$13,165,458
$5,481,932
$18,647,390
(1)Information regarding unvested RSUs and PSUs held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The amounts in the table above represent the number of unvested RSUs and PSUs (at 100% of target) multiplied by the closing price of our Class B Stock on May 31, 2023.
(1)Information regarding unvested restricted stock and RSUs held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The amounts in the table above represent the number of unvested restricted shares and RSUs (with Mr. Parker's Performance-Based RSUs calculated at 100% of target) multiplied by the closing price of our Class B Stock on May 31, 2020.
(2)Information regarding outstanding unvested stock options held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The amounts in the table above represent the aggregate value as of May 31, 2020 of those options using the excess of the per share closing price of our Class B Stock on May 31, 2020 over the per share exercise price, multiplied by the number of unvested option shares for each Named Executive Officer.
(2)Information regarding outstanding unvested stock options held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The amounts in the table above represent the aggregate value as of May 31, 2023 of those options using the excess of the per share closing price of our Class B Stock on May 31, 2023 over the per share exercise price, multiplied by the number of unvested option shares for each Named Executive Officer.
BENEFITS TRIGGERED ON CERTAIN EMPLOYMENT TERMINATIONS
STOCK OPTION ACCELERATION AND EXTENSION
As of May 31, 2020,2023, each Named Executive Officer held stock options as listed in the Outstanding Equity Awards table above. Under the terms of Mr. Donahoe's performance-based stock options, upon his death, disability, or termination without "cause", unvested options are deemed to have satisfied any continued employment requirement and have two years following termination of employment to vest relative to the performance metric, and vested options are exercisable for four years following termination of employment, but not beyond the original 10-year term. Under the terms applicable to all other stock options held by theeach Named Executive Officers,Officer, upon the death or disability of the holder, all unvested options will vest and are exercisable for four years following termination of employment, but not beyond each option’s original 10-year term. If death or disability (or with respect to Mr. Donahoe's performance-based stock options, a termination without "cause") of a Named Executive Officer had occurred on May 31, 2020, the aggregate value of those options would have been $0 for Mr. Donahoe, $12,370,952 for Mr. Parker, $1,936,611 for Mr. Friend, $4,861,406 for Mr. Campion, $4,711,818 for Ms. Krane, $3,531,843 for Ms. Matheson, $4,582,031 for Mr. Slusher, $4,434,819 for Mr. Hill, and $5,481,932 for Mr. Sprunk.
Under the terms of Mr. Donahoe's performance-based stock options, if he retires with at least 5 years of service (disregarding his years of service as a non-employee director prior to his employment), unvested options will be forfeited and vested options will be exercisable for four years following termination of employment, but not beyond the option’seach option's original 10-year term. If death or disability of a Named Executive Officer had occurred on May 31, 2023, the aggregate value of those options is as set forth in the "Stock Option Acceleration" column of the Change-in-Control Compensation – Acceleration of Equity Awards table above.
Under the terms applicableof the stock options held by each Named Executive Officer that were granted after fiscal 2020, upon a termination of employment due to a "divestiture" or "reduction in force" that occurs at least six months following the grant date, and subject to the holder signing a general waiver and release of claims, options that are scheduled to vest within one year following the termination will vest and all othervested options will be exercisable for one year following termination of employment, but not beyond each option's original 10-year term. The value of the unvested stock options held by each Named Executive Officer as of May 31, 2023 that would have become vested if a termination due to a "divestiture" or "reduction in force" had occurred on that date is $458,189 for Mr. Donahoe, $147,637 for each of Messrs. Friend and Campion and Ms. O'Neill, and $509,092 for Mr. Parker.

51 NIKE, INC.

Under the terms of all the stock options held by the Named Executive Officers, options that have been outstanding for at least one year will be subject to continued vesting if the holder retires after reaching age 55 with at least 5 years of service (or accelerated vesting if the holder retires after reaching age 60 with at least 5 years of service), and vested options will be exercisable for four years following termination of employment, but not beyond each option’soption's original 10-year term. If the Named Executive Officers had retired on May 31, 2020,2023, the aggregate value of stock options subject to retirement vesting would have been $0$1,099,922 for Mr. Donahoe, $7,697,888$634,903 for Ms. O'Neill, and $2,691,237 for Mr. Parker, $3,356,625 for Ms. Krane, $2,916,075 for Mr. Hill, and $3,963,188 for Mr. Sprunk.Parker. Messrs. Friend Campion, and Slusher and Ms. MathesonCampion are not eligible for retirement vesting because these Named Executive Officers have not reached age 55.
STOCK AWARD ACCELERATION
As of May 31, 2020, each2023, the Named Executive OfficerOfficers held unvested restricted stock and/or RSUs and PSUs as set forth in the Outstanding Equity Awards table above. Under the terms of their award agreements, all unvested restricted sharesRSUs and RSUsPSUs will immediately vest fully upon the death or disability of the holder, except that performance-based RSUs held by Mr. Parker would vestwith PSUs vesting at the threshold amount.100% of target. The value of the unvested restricted sharesRSUs and RSUsPSUs held by each Named Executive Officer as of May 31, 20202023 that would have become vested if death or disability had occurred on that date is as set forth in the "Stock Award Acceleration" column of the Change-in-Control Compensation — Acceleration of Equity Awards table above, exceptabove.
Under the terms of the RSUs that were granted to the amountNamed Executive Officers after fiscal 2020 (excluding the stock-based transition awards granted to Messrs. Friend and Campion and Ms. O'Neill) and all PSUs held by the Named Executive Officers, upon a termination of employment due to a "divestiture" or "reduction in force" that occurs at least six months following the grant date, and subject to the holder signing a general waiver and release of claims, RSUs and PSUs that are scheduled to vest within one year following the termination will vest, with PSUs vesting at 100% of target. The value of the unvested RSUs and PSUs held by each Named Executive Officer as of May 31, 2023 that would have become vested if a termination due to a "divestiture" or "reduction in force" had occurred on that date is $3,114,644 for Mr. Parker would be $49,257,470.Donahoe, $1,132,493 for Mr. Friend, $1,175,755 for each of Mr. Campion and Ms. O'Neill, and $0 for Mr. Parker.
PAYMENTS UNDER NONCOMPETITION AGREEMENTS
We have a noncompetition agreement with Mr. Donahoe that extends for eighteen18 months following the termination of his employment with us and a noncompetition agreement with Mr. Parker that extends for two years following the termination of his


2020 PROXY STATEMENT 51

employment with us. Under these agreements, if Mr. Donahoe's employment is terminated by us without "cause" (as defined in his agreement), or if Mr. Parker’sParker's employment is terminated by us, we will make monthly payments to the executive during the noncompetition period in an amount equal to one-twelfth of his then current annual salary and target PSP award ("Annual NIKE Income"). The agreements provide further that if the executive voluntarily resigns, we will make monthly payments to him during the noncompetition period in an amount equal to one-twenty-fourth of his then current Annual NIKE Income. However, commencement of the above-described monthly payments will be delayed until after the six-month period following the executive's separation from service, and all payments that he would otherwise have received during that period will be paid in a lump sum promptly following the end of the period, together with interest at the prime rate. If employment is terminated without "cause" (as defined in the applicable agreement), the parties may mutually agree to waive the covenant not to compete, and if employment is terminated for "cause", we may unilaterally waive the covenant. If the covenant is waived, we will not be required to make the payments described above for the months as to which the waiver applies. Assuming that Mr. Donahoe's employment had been terminated on May 31, 20202023 and the covenant was not waived, during the 18-month period ending November 30, 20212024 we would have been required to pay Mr. Donahoe $375,000 per month if the termination was by us without "cause", or $187,500 per month if he had voluntarily resigned. Assuming that Mr. Parker's employment had been terminated on May 31, 20202023 and the covenant was not waived, during the 24-month period ending May 31, 20222025 we would have been required to pay Mr. Parker $425,000$83,333 per month if the termination was by us, or $212,500$41,667 per month if he had voluntarily resigned.
We have noncompetition agreements with each of the other Named Executive Officers on generally the same terms as Mr. Donahoe, except that the noncompetition period is one year, we may unilaterally waive the covenant in all cases (including a termination without "cause"), the monthly payments are one-twelfth or one-twenty-fourth of the executive's then current annual salary (instead of their Annual NIKE Income), and payments may commence on termination. Assuming that the employment of each of these Named Executive Officers had been terminated by us without "cause" on May 31, 20202023 and the covenants werecovenant was not waived, during the 12-month period ending May 31, 2024 we would have been required to pay Mr. Friend $72,917, Mr. Campion $91,667, Ms. Krane $91,667, Ms. Matheson $91,667, Mr. Slusher $91,667, Mr. Hill $100,000, and Mr. Sprunk $100,000, each on a monthly basis forthem $104,167 per month if the 12-month period ending May 31, 2021. Assuming that each of these Named Executive Officerstermination was by us without "cause", or $52,083 per month if they had voluntarily resigned on May 31, 2020 and the covenants were not waived, we would have been required to pay Mr. Friend $36,458, Mr. Campion $45,833, Ms. Krane $45,833, Ms. Matheson $45,833, Mr. Slusher $45,833, Mr. Hill $50,000, and Mr. Sprunk $50,000, each on a monthly basis for the 12-month period ending May 31, 2021.resigned.
CEO PAY RATIO
NIKE's pay and benefits are designed to be competitive and equitable, meet the diverse needs of our global teammates, and reinforce our values. We pay for performance and impact by linking incentive pay to companyCompany performance and seek to invest in positive experiences that have the greatest impact on the engagement and wellbeingwell-being of our employees. The executive compensation program is highly incentive-based and weighted towards long-term awards to emphasize long-term performance

2023 PROXY STATEMENT 52

and support retention. Our executive compensation program is designed to attract and retain top-tier talent in a competitive market and to "pay for performance" in order to drive business results and maximize shareholder value.
For fiscal 2020,2023, our last completed fiscal year:
•The employee identified at the median of all NIKE employees (other than our CEO) was a retail store employee in the United States;Canada;
•The annual total compensation of the median employee was $28,142;$33,646;
•The annual total compensation of our CEO, Mr. Donahoe, was $54,451,903;$32,789,885; and
•The estimated ratio of the annual total compensation of our CEO to the median annual total compensation of all other NIKE employees was 1935975 to 1.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
CEO
Mr. Donahoe became President and CEO of NIKE on January 13, 2020. As permitted by SEC rules, in calculating this pay ratio we annualized Mr. Donahoe's fiscal 2020 compensation by utilizing his annual base salary. No other adjustments were made to Mr. Donahoe's fiscal 2020 compensation as reported in the Summary Compensation Table.


52 NIKE, INC.

MEDIAN EMPLOYEEMETHODOLOGY
For purposes of calculating this pay ratio, we used the same median employee that was identified in fiscal 2019,2022, as we believe there has been no change in our employee population, our compensation arrangements, or our median employee's circumstances that would significantly affect our pay ratio disclosure. The determination of the median employee was made in fiscal 20192022 using the methodology described below, and the median employee's fiscal 20202023 annual total compensation was calculated based on the Summary Compensation Table rules used for our Named Executive Officers (in accordance with Item 402(c)(2)(x) of Regulation S-K).
2019FISCAL 2022 METHODOLOGY
We selecteduse the first business day in May 1, 2019 as the date to determine the median employee. The first business day in May for fiscal 2022 was May 2, 2022. At that time, we had approximately 75,10977,239 employees globally. After applying the "de minimis exemption" under the SEC rules, which permits us to exclude non-U.S. employees accounting for 5% or less of our total employee population, we excluded the 3,7523,656 employees in the jurisdictions identified below, and our employee population consisted of approximately 71,35773,583 employees.
Slovakia1 Hungary74 Vietnam193
Slovenia1 Sweden83 Greece201Slovenia1Denmark68Malaysia206
Sri LankaSri Lanka4Uruguay71Thailand206
United Arab Emirates5 Indonesia88 Israel204United Arab Emirates5Czech Republic73South Africa207
Sri Lanka6 Czech Republic89 Austria205
CroatiaCroatia6Hungary82Vietnam252
Philippines23 Denmark90 Portugal209Philippines19Indonesia85Israel266
Croatia25 India99 South Africa212
Macao34 Switzerland112 Poland238
MacauMacau42Ireland87Poland276
New Zealand53 Ireland121 Turkey445New Zealand44Switzerland113Chile285
Uruguay67 Malaysia167 Hong Kong454
Norway71 Thailand182 Norway45Greece135Hong Kong323
SwedenSweden55Portugal148Turkey340
BrazilBrazil61Austria151
Of the 71,35773,583 employees included in the CEO Pay Ratio calculation, approximately 72%75% were full-time, 53%49% were in retail jobs, and 51% were located in the United States.
To identify our median employee we calculated annual compensation for fiscal 20192022 based on base salary or hourly wages, as applicable. For the majority of our employees, base salary or hourly wages comprise the majority of their compensation. To determine wages for hourly employees, we used each individual’sindividual's pay rate and estimated scheduled hours in the applicable Human Resources system of record.
After determining the annual compensation for our employee population as described above, we identified a subset of approximately 100 individuals representing the potential median employee population. For this subset, we calculated each employee’semployee's annual total compensation in U.S. dollars for fiscal 20192022 based on the Summary Compensation Table rules used for our Named Executive Officers (in accordance with Item 402(c)(2)(x) of Regulation S-K). Compensation for permanent employees hired during the fiscal year was annualized, compensation for non-U.S. employees was converted into U.S. dollars using the applicable currency conversion rate as reported in the Human Resources system of record for the median employee determination date, and the median employee was then selected from the subset to determine the CEO Pay Ratio.

this subset.


202053 NIKE, INC.

PAY VERSUS PERFORMANCE
This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. The Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the fiscal years shown. For discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the section above titled "Compensation Discussion and Analysis".
PAY VERSUS PERFORMANCE TABLE
The following table sets forth compensation information of our CEO and our non-CEO NEOs and Company performance for the fiscal years listed below, in accordance with Item 402(v) of Regulation S-K.
YEAR
SUMMARY COMPENSATION TABLE TOTAL FOR CEO(1)(2)
COMPENSATION ACTUALLY PAID TO CEO(1)(3)
AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOs(1)(4)
AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOs(1)(5)
VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON
NET INCOME(7)
(IN MILLIONS)
ADJUSTED REVENUE(8)
(IN MILLIONS)
TOTAL SHAREHOLDER RETURN(6)
PEER GROUP TOTAL SHAREHOLDER RETURN(6)
2023$32,789,885$29,391,856$10,117,055$7,259,680$109.51$116.84$5.070$52.593
2022$28,838,060$19,617,425$9,185,111$7,482,733$122.26$120.40$6.046$47.406
2021$32,920,708$77,444,844$17,107,315$28,986,814$139.58$141.30$5.727$43.769
(1)     John Donahoe II served as the Company's CEO for each fiscal year presented. The individuals comprising the non-CEO NEOs for each fiscal year presented are Matthew Friend, Andrew Campion, Heidi O'Neill, and Mark Parker.
(2)     Represents the amount of total compensation reported for our CEO, Mr. Donahoe, in the "Total" column of the "Summary Compensation Table" for each fiscal year presented.
(3)    The dollar amounts reported in the "Compensation Actually Paid to CEO" column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the CEO. These amounts reflect the amount set forth in the "Total" column of the "Summary Compensation Table" for each fiscal year presented, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K:
202320222021
Summary Compensation Table ("SCT") total for CEO$32,789,885$28,838,060$32,920,708
Deduction for amounts reported under the "Stock Awards" column in the SCT$13,220,455$12,061,812$3,602,980
Deduction for amounts reported under the "Option Awards" column in the SCT$7,247,371$6,782,995$5,402,416
Total deductions from SCT$20,467,826$18,844,807$9,005,396
Year end fair value of equity awards$17,801,878$9,719,590$17,094,821
Change in fair value of outstanding and unvested equity awards$(4,440,691)$(6,894,427)$23,324,355
Change in fair value of equity awards granted in prior years that vested in the year$3,461,158$6,578,196$12,885,143
Value of dividends on stock awards$247,452$220,812$225,212
Total adjustments$17,069,797$9,624,172$53,529,532
Compensation actually paid$29,391,856$19,617,425$77,444,844
Equity valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date; adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. PSU grant date fair values are calculated using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date; adjustments have been made using a revised Monte Carlo valuation as of fiscal year end. RSU grant date fair values are calculated using the stock price as of the grant date; adjustments have been made using the stock price as of fiscal year end and as of each vesting date.
(4)    Represents the average of the amounts of total compensation reported for our non-CEO NEOs, as a group, in the "Total" column of the "Summary Compensation Table" for each fiscal year presented.
(5)    The dollar amounts reported in the "Average Compensation Actually Paid to Non-CEO NEOs" column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the non-CEO NEOs. These amounts reflect the average of the amounts set forth in the "Total" column of the "Summary Compensation Table" for each fiscal year presented for the applicable non-CEO NEOs, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K:

2023 PROXY STATEMENT 5354

202320222021
Average Summary Compensation Table total for non-CEO NEOs$10,117,055$9,185,111$17,107,315
Deduction for amounts reported under the "Stock Awards" column in the SCT$3,060,034$2,191,148$6,370,788
Deduction for amounts reported under the "Option Awards" column in the SCT$2,387,034$2,153,362$2,806,263
Total deductions from SCT$5,447,068$4,344,510$9,177,051
Year end fair value of equity awards$4,815,268$2,257,926$15,020,734
Change in fair value of outstanding and unvested equity awards$(1,929,436)$(2,839,461)$6,098,187
Change in fair value of equity awards granted in prior years that vested in the year$(373,621)$3,134,180$(186,300)
Value of dividends on stock awards$77,482$89,487$123,929
Total adjustments$2,589,693$2,642,132$21,056,550
Average compensation actually paid$7,259,680$7,482,733$28,986,814
Equity valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date; adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. PSU grant date fair values are calculated using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date; adjustments have been made using a revised Monte Carlo valuation as of fiscal year end. RSU grant date fair values are calculated using the stock price as of the grant date; adjustments have been made using the stock price as of fiscal year end and as of each vesting date.
(6)    Peer group total shareholder return ("TSR") uses the Dow Jones U.S. Footwear Index, which the Company also uses in the stock performance graph required by Item 201(e) of Regulation S-K included in the Company's Annual Report on Form 10-K for fiscal 2023. These comparisons assume $100 (including reinvested dividends) was invested for the period starting May 31, 2020 through the end of the listed fiscal year in (a) the Company and (b) the Dow Jones U.S. Footwear Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(7)    Reflects net income calculated in accordance with generally accepted accounting principles ("GAAP") in the Company's Consolidated Statements of Income included in the Company's Annual Reports on Form 10-K for the applicable fiscal year.
(8)    Reflects Adjusted Revenue calculated based on GAAP revenue excluding the impact of acquisitions and divestitures; changes in accounting principles; unanticipated restructurings; unanticipated exchange rate fluctuations; other extraordinary, unusual, or infrequently occurring items; and the unanticipated impact from Nike Virtual Studios and RTFKT. We determined Adjusted Revenue to be the most important financial performance measure used to link Company performance to compensation actually paid ("CAP") to our CEO and non-CEO NEOs in fiscal 2023, as required pursuant to Item 402(v) of Regulation S-K. This performance measure may not have been the most important financial performance measure for prior fiscal years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
DESCRIPTION OF RELATIONSHIPS
The following charts show graphically the relationships over the past three fiscal years of the CAP amounts for our CEO and non-CEO NEOs as compared to our cumulative TSR, peer group TSR, GAAP net income, and Adjusted Revenue as well as the relationship between TSR and peer group TSR.
CAP VERSUS COMPANY TSR & PEER GROUP TSR
chart_compactuallypaid-companytsr.jpg





55 NIKE, INC.

CAP VERSUS NET INCOME
chart_compactuallypaid-netincome.jpg
CAP VERSUS ADJUSTED REVENUE
chart_compactuallypaid-revenue.jpg
TABULAR LIST OF PERFORMANCE METRICS
The following table lists the three financial performance measures that, in the Company's assessment, represent the most important performance measures used to link CAP for our NEOs to Company performance for fiscal 2023.
Adjusted Revenue
Adjusted EBIT
Stock price
.

2023 PROXY STATEMENT 56


PROPOSAL 3
FREQUENCY OF ADVISORY VOTES ON
EXECUTIVE COMPENSATION
In accordance with the requirements of Section 14A of the Exchange Act, we are submitting to shareholders an advisory vote on whether to present our advisory "say-on-pay proposal" to shareholders every one year, every two years, or every three years. Under Exchange Act rules, we are required to present this "say-on-pay vote frequency proposal" at least once every six years. When shareholders last voted on a say-on-pay vote frequency proposal, at the 2017 Annual Meeting of Shareholders, the Board recommended holding a say-on-pay vote annually, and approximately 94% of the votes cast were voted in favor of holding such a vote annually.
The Board continues to value shareholder feedback on our executive compensation program, and believes that an annual say-on-pay vote offers a strong mechanism for all shareholders to provide timely input on the Company's executive compensation practices and policies.
Because your vote is advisory, it will not be binding on the Board. However, the Board values shareholder opinions, and will take into account the outcome of the vote when considering the frequency of future say-on-pay votes.
BOARD RECOMMENDATION
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The Board of Directors recommends that shareholders vote for future shareholder advisory votes on executive compensation to be held every 1 YEAR.

57 NIKE, INC.

AUDIT MATTERSCLAWBACK
We maintain a clawback policy for the recoupment of incentive compensation. Under the clawback policy, an executive officer who is involved in wrongful conduct that results in a restatement of the Company's financial statements must repay to the Company up to the full amount of any incentive compensation that was paid based on the financial statements that were subsequently restated. The clawback policy covers PSP awards, LTIP awards, SIP awards (based on excess proceeds from pre-restatement sales of stock acquired pursuant to the stock-based awards), and profit sharing contributions to the Deferred Compensation Plan. In addition to the clawback policy, the PSP, LTIP, and SIP also specify that the Committee may apply further clawback requirements to awards through additional clawback policies or award agreement provisions, and that all awards are subject to clawback requirements under applicable law and regulation. The Company will adopt a revised clawback policy regarding accounting restatements in connection with the SEC's adoption of new rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, once such final rules, as implemented by NYSE, become effective.
RISK ASSESSMENT
      
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Audit & Finance Committee of the Board of Directors has sole authority to retain, with shareholder ratification, the Company’s independent registered public accounting firm. The Audit & Finance Committee directly oversees the firm’s work with respect to the annual audit of the Company’s consolidated financial statements and internal control over financial reporting and approves all audit engagement fees and terms. At least annually, the Audit & Finance Committee evaluates the independent registered public accounting firm’s qualifications, performance, and independence, including a review and evaluation of its lead partner. The Audit & Finance Committee is also involved in the selection of the new lead engagement partner following mandated rotation of the firm’s lead partner, and is responsible for considering the benefits of rotation of the Company’s independent registered public accounting firm.
The Audit & Finance Committee has appointed PricewaterhouseCoopers LLP to audit the Company’s consolidated financial statements and internal control over financial reporting for the fiscal year ending May 31, 2021 and to render other professional services as required.
PricewaterhouseCoopers LLP has served as the Company’s independent registered public accounting firm for many years. The Audit & Finance Committee and the Board of Directors believe that the continued retention of PricewaterhouseCoopers LLP as the independent registered public accounting firm is in the best interests of the Company and its shareholders.
Accordingly, the Audit & Finance Committee is submitting the appointment of PricewaterhouseCoopers LLP to shareholders for ratification. If the appointment is not ratified by our shareholders, the Audit & Finance Committee may reconsider whether it should appoint another independent registered public accounting firm.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to questions.
Aggregate fees billed by the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, for audit services related to the most recent two fiscal years, and for other professional services incurred in the most recent two fiscal years, were as follows:
 TYPE OF SERVICE20202019 
 
Audit Fees(1)
$21.0 million$21.8 million 
 
Audit-Related Fees(2)
0.1 million0.1 million 
 
Tax Fees(3)
0.6 million1.4 million 
 
All Other Fees(4)
0.7 million0.3 million 
 Total$22.4 million$23.6 million 
(1)    Comprises the audits of the Company’s annual financial statements and internal controls over financial reporting, and reviews of the Company’s quarterly financial statements, as well as statutory audits of Company subsidiaries, attest services and consents to SEC filings.
(2)    Comprises services including consultations regarding financial accounting and reporting.
(3)    Comprises services for tax compliance, tax planning and tax advice. Tax compliance includes services for compliance related tax advice, as well as the preparation and review of both original and amended tax returns for the Company and its consolidated subsidiaries. Tax compliance related fees represented $0.2 million of the tax fees for both fiscal 2020 and 2019. The remaining tax fees primarily include tax advice.
(4)    Comprises other miscellaneous services.
In accordance with the Sarbanes-Oxley Act of 2002, the Audit & Finance Committee established policies and procedures under which all audit and non-audit services performed by the Company’s independent registered public accounting firm must be approved in advance by the Audit & Finance Committee. During fiscal 2020, all such services performed by, and fees paid to, PricewaterhouseCoopers LLP were approved in advance. During fiscal 2019, PricewaterhouseCoopers LLP was engaged to be paid fees totaling $2,500, or less than 0.1% of total fees, for one service that was not pre-approved. Such service was approved by the Audit & Finance Committee promptly after its inadvertent omission from pre-approval was noticed.
BOARD RECOMMENDATION
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The Board of Directors recommends that shareholders vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2021.
      
At the Compensation Committee's request, management prepared an assessment of potential risks associated with the Company's fiscal 2023 compensation programs, including any risk that would be reasonably likely to have a material adverse effect on the Company. This included an assessment of risks associated with each element of executive compensation. The assessment considered certain design features of the compensation program that reduce the likelihood of excessive risk taking, such as reasonable performance targets, capped incentive compensation payouts, a balance of short- and long-term incentives, a balance of cash- and stock-based incentives, vesting of awards over time, and the potential for clawback of incentive compensation. In addition, for stock-based compensation, we have adopted stock ownership guidelines, provided for limited accelerated vesting of PSUs, stock options, and RSUs upon termination of employment, and provided for only double-trigger accelerated vesting of stock-based awards upon a change in control. The Compensation Committee reviewed the risk assessment and concluded that our compensation programs and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION

54 NIKE, INC.
Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for "covered employees". While the Compensation Committee seeks to preserve tax deductibility in developing and implementing our executive compensation program, the committee also believes that it is important to maintain flexibility in administering compensation programs in a manner designed to promote varying corporate goals and the interests of our shareholders. Accordingly, we have not adopted a policy that all compensation must qualify as deductible for tax purposes and retain the ability to provide compensation that may not qualify as deductible under Section 162(m).

COMPENSATION COMMITTEE REPORT OF THE AUDIT & FINANCE COMMITTEE
The Audit & FinanceCompensation Committee has:
Reviewedof the Board of Directors has reviewed and discussed with management the audited financial statements with management.
Discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB")Compensation Discussion and the SEC.
Received the written disclosures and the letter from the independent accountantsAnalysis required by applicable requirementsItem 402(b) of the PCAOB regarding the independent accountants’ communications concerning independence, and has discussed with the independent accountant the independent accountant’s independence.
Regulation S-K. Based on the review and discussions, above,the Compensation Committee recommended to the Board of Directors that the audited financial statementsCompensation Discussion and Analysis be included in this proxy statement.
Members of the Company’sCompensation Committee:
•Timothy Cook, Chair
•Cathleen Benko
•Mónica Gil

43 NIKE, INC.

EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the total compensation of each Named Executive Officer for fiscal years 2023, 2022, and 2021.
NAME AND PRINCIPAL
POSITION(1)
YEARSALARY
($)
BONUS(2)
($)
STOCK
AWARDS(3)
($)
OPTION
AWARDS(4)
($)
NON-EQUITY
INCENTIVE PLAN
COMPENSATION(5)
($)
ALL OTHER
COMPENSATION(6)
($)
TOTAL(7)
($)
John Donahoe II
President and Chief Executive Officer
20231,500,000— 13,220,4557,247,3716,770,0004,052,05932,789,885
20221,500,000— 12,061,8126,782,9954,450,0004,043,25328,838,060
20211,500,00013,600,0003,602,9805,402,4164,500,0004,315,31232,920,708
Matthew Friend
Executive Vice President and Chief Financial Officer
20231,221,154— 4,080,0452,415,7902,425,00015,25010,157,239
20221,056,7311,056,0002,783,9491,938,030890,00014,5007,739,210
2021875,0001,260,0007,161,0451,740,792900,00014,25011,951,087
Andrew Campion
Chief Operating Officer
20231,250,000— 4,080,0452,415,7902,425,00015,25010,186,085
20221,221,1541,200,0002,990,3222,261,028890,00015,2418,577,745
20211,100,0001,584,00011,161,0601,740,792900,00014,25016,500,102
Heidi O'Neill
President, Consumer and Marketplace
20231,250,000— 4,080,0452,415,7902,425,00015,25010,186,085
20221,221,1541,200,0002,990,3222,261,028890,00026,6188,589,122
20211,100,0001,584,0007,161,0451,740,792900,00014,25012,500,087
Mark Parker
Executive Chairman
20231,000,000— — 2,300,765— 6,638,0479,938,812
20221,134,615— — 2,153,3624,450,0004,096,39111,834,368
20211,700,00012,040,000— 6,002,6754,500,0003,235,30724,477,982
(1)Reflects titles as of May 31, 2023, which was the last day of fiscal 2023. Effective June 1, 2023, the first day of fiscal 2024, Mr. Campion ceased serving as Chief Operating Officer and became NIKE's Managing Director, Strategic Business Ventures and Ms. O'Neill became NIKE's President, Consumer, Product & Brand.
(2)For fiscal 2022, represents awards under our PSP, which were paid at 0% for Mr. Donahoe and 80% for Messrs. Friend and Campion and Ms. O'Neill; Mr. Parker did not receive a fiscal 2022 PSP award. For fiscal 2021, represents annual cash incentive awards which were paid at 120% of target to each executive officer, as well as transition-period cash incentive awards paid to Messrs. Donahoe and Parker.
(3)Represents the grant date fair value of RSU and PSU awards granted in fiscal 2023 and 2022, and RSU awards granted in fiscal 2021, in each case computed in accordance with accounting guidance applicable to stock-based compensation. For RSUs, the grant date fair value was computed based on the closing market price of our Class B Stock on the grant date. For PSUs, the grant date fair value was computed using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date. The assumptions made in determining the grant date fair value of PSUs under applicable accounting guidance are disclosed in footnote 5 of "Grants of Plan-Based Awards in Fiscal 2023". For fiscal 2023, the grant date fair value of the PSU awards was: $10,250,484 for Mr. Donahoe; $2,595,059 for Messrs. Friend and Campion and Ms. O'Neill; and $0 for Mr. Parker. Assuming that the maximum level of performance conditions is achieved, the value of those PSU awards would be: $16,759,123 for Mr. Donahoe; $4,242,816 for Messrs. Friend and Campion and Ms. O'Neill; and $0 for Mr. Parker.
(4)Represents the grant date fair value of options granted in the applicable fiscal year computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value of the options was estimated using the Black-Scholes option pricing model. The assumptions made in determining the grant date fair value of options under applicable accounting guidance are disclosed in Note 9 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the lastyear ended May 31, 2023.
(5)Non-Equity Incentive Plan Compensation consists of the following:


2023 PROXY STATEMENT 44

NAMEYear
ANNUAL INCENTIVE COMPENSATION(a)
($)
LONG-TERM INCENTIVE COMPENSATION(b)
($)
TOTAL
($)
John Donahoe II20233,570,0003,200,0006,770,000
2022— 4,450,0004,450,000
2021— 4,500,0004,500,000
Matthew Friend20231,785,000640,0002,425,000
2022— 890,000890,000
2021— 900,000900,000
Andrew Campion20231,785,000.00 640,0002,425,000
2022— 890,000890,000
2021— 900,000900,000
Heidi O'Neill20231,785,000.00 640,0002,425,000
2022— 890,000890,000
2021— 900,000900,000
Mark Parker2023— — — 
2022— 4,450,0004,450,000
2021— 4,500,000 4,500,000 
(a)Amounts shown were earned for performance in the applicable fiscal year under our PSP.
(b)Amounts shown were earned for filingperformance during the three-year period ending with the Securities and Exchange Commission.applicable fiscal year under our LTIP.
Members
(6)For fiscal 2023, includes Company matching contributions to the 401(k) Plan in the amount of $15,250 for each of the Audit & Finance Committee:Named Executive Officers. The amount for Mr. Donahoe also includes $3,920,000 in charitable matching contributions made by the Company, $110,365 in aggregate incremental cost to the Company for personal use of the Company's aircraft, as well as the value of Company-related merchandise and security services. The amount for Mr. Parker also includes $6,440,000 in charitable matching contributions made by the Company, $127,804 in aggregate incremental cost to the Company for personal use of the Company' aircraft, $54,806 in security services, as well as the value of Company-related merchandise. The aggregate incremental cost for personal use of the Company's aircraft is determined based on the variable operating cost to the Company, including the cost of fuel, maintenance, crew travel expenses, landing fees, parking fees, in-flight food and beverage, and other smaller variable costs associated with each flight. The amounts for Mr. Donahoe and Mr. Parker exclude the aggregate incremental cost to the Company for personal use of the Company's aircraft for which Mr. Donahoe or Mr. Parker, as applicable, reimbursed the Company in accordance with a time sharing agreement and as allowed under Federal Aviation Regulation 91.501(c) and (d).
Alan B. Graf, Jr., Chair
John G. Connors
Peter B. Henry

(7)For fiscal 2023, includes the value of both the grant of PSUs for the fiscal 2023 – 2025 performance period (which were awarded as part of fiscal 2023 compensation) and the payout of LTIP awards for the fiscal 2021 – 2023 performance period (which were awarded as part of fiscal 2021 compensation). For fiscal 2022, includes the value of both the grant of PSUs for the fiscal 2022 – 2024 performance period (which were awarded as part of fiscal 2022 compensation) and the payout of LTIP awards for the fiscal 2020 – 2022 performance period (which were awarded as part of fiscal 2020 compensation).


2020 PROXY STATEMENT 5545 NIKE, INC.

STOCK INCENTIVE PLAN

PROPOSAL 4
APPROVAL OF STOCK INCENTIVE PLAN
The Board of Directors is asking our shareholders to approve an amendment and restatement of the NIKE, Inc. Stock Incentive Plan (the "Amended Plan"). The Stock Incentive Plan was originally adopted by the Board and approved by shareholders in 1990 as the 1990 Stock Incentive Plan, and an amended and restated version was most recently adopted by the Board and approved by shareholders in 2015 (the "Current Plan"). On the recommendation of the Compensation Committee, the Board unanimously adopted the Amended Plan on June 17, 2020, subject to shareholder approval at the Annual Meeting.

If this proposal is approved by our shareholders, the Amended Plan will replace the Current Plan with respect to awards granted after the Annual Meeting. If this proposal is not approved, the Current Plan will remain in effect.

We recommend that shareholders approve the Amended Plan to permit the continued use of stock-based compensation. Stock-based compensation is an important part of our compensation structure and serves the best interests of our shareholders by:
•    rewarding long-term Company performance;
•    aligning employees' interests with those of our shareholders; and
•    enabling us to attract and retain top-tier talent in a competitive marketplace.
As of our record date, July 17, 2020, only 46,144,669 of the 718,000,000 shares authorized under the Current Plan remained available for future grants, a number that the Compensation Committee and the Board believe is insufficient to meet our future needs. Therefore, if the Amended Plan is not approved, we may need to replace the stock-based components of our compensation with cash, which may increase compensation expense, reduce compensation alignment with shareholder interests, and impede our ability to attract and retain talent.
BOARD RECOMMENDATION
iconcheckmark.jpg
The Board of Directors recommends that shareholders vote FOR approval of the following resolution:
RESOLVED, that the shareholders approve the NIKE, Inc. Stock Incentive Plan as amended and restated.



56 NIKE, INC.

SUMMARYGRANTS OF THE STOCK INCENTIVE PLANPLAN-BASED AWARDS IN FISCAL 2023
The following summarytable sets forth information concerning the performance-based annual cash incentive opportunities and PSUs, RSUs, and stock options granted to the Named Executive Officers in fiscal 2023.
ESTIMATED FUTURE PAYOUTS UNDER
NON-EQUITY INCENTIVE PLAN AWARDS(1)
ESTIMATED FUTURE PAYOUTS UNDER
EQUITY INCENTIVE PLAN AWARDS(2)
ALL OTHER
STOCK AWARDS:
NUMBER OF
SHARES OF
STOCK OR
UNITS(3)
ALL OTHER OPTION
AWARDS: NUMBER
OF SECURITIES
UNDERLYING
OPTIONS(4)
EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
GRANT DATE
FAIR VALUE
OF STOCK
AND OPTION
AWARDS(5)
THRESHOLDTARGETMAXIMUMTHRESHOLDTARGETMAXIMUM
NAMEGRANT DATEAPPROVAL DATE($)($)($)(#)(#)(#)(#)(#)($/SH)($)
John Donahoe II1,500,0003,000,0004,500,000
8/1/20226/22/202218,32873,312146,62410,250,484
8/1/20226/22/202225,9842,969,971
8/1/20226/22/2022225,564114.307,247,371
Matthew Friend750,0001,500,0002,250,000
8/1/20226/10/20224,64018,56037,1202,595,059
8/1/20226/10/202212,9921,484,986
8/1/20226/10/202275,188114.302,415,790
Andrew Campion750,0001,500,0002,250,000
8/1/20226/10/20224,64018,56037,1202,595,059
8/1/20226/10/202212,9921,484,986
8/1/20226/10/202275,188114.302,415,790
Heidi O'Neill750,0001,500,0002,250,000
8/1/20226/10/20224,64018,56037,1202,595,059
8/1/20226/10/202212,9921,484,986
8/1/20226/10/202275,188114.302,415,790
Mark Parker———
8/1/20226/10/2022———— 
8/1/20226/10/2022— — 
8/1/20226/10/202271,608114.302,300,765
(1)These amounts represent the potential performance-based annual cash incentive awards payable for performance during fiscal 2023 under our PSP. Under this plan, the Compensation Committee approved target awards for fiscal 2023 based on a percentage of the Amended Planexecutive's base salary paid during fiscal 2023 as follows: Mr. Donahoe, 200%; Mr. Friend, 120%; Mr. Campion, 120%; Ms. O'Neill, 120%; and Mr. Parker, 0%. Fiscal 2023 PSP awards are earned between 0% and 150% of target based on Company performance on three equally-weighted metrics—Adjusted Revenue, Adjusted Digital Revenue, and Adjusted EBIT—during fiscal 2023. Actual award payouts earned in fiscal 2023 and paid in fiscal 2024 are shown in the Summary Compensation Table.
(2)These amounts represent grants of PSUs under the SIP which are earned between 0% and 200% of target based on Relative TSR for fiscal 2023 – 2025, subject to a cap of 100% of target if Absolute TSR for the performance period is qualifiednegative. If Relative TSR is at or above the threshold performance goal, the Compensation Committee may adjust the earnout upwards or downwards by up to 20 percentage points based on a holistic assessment of the Company's performance during the three-year performance period with respect to employee engagement and inclusion, representation of diverse individuals in its entirety by referenceleadership positions, and sustainability. Earned PSUs will vest in August 2025 and are generally subject to continued employment through the vesting date. Vesting will be accelerated in certain circumstances as described below in the section "Potential Payouts Upon Termination or Change-in-Control". The PSUs accumulate cash dividend equivalents that are paid only when, and to the complete textextent, they vest.
(3)Amounts reported in this column represent grants of RSUs under the SIP which vest in three equal installments on the first three anniversaries of the Amended Plan, which is attached to this proxy statementgrant date. Vesting will be accelerated in certain circumstances as Exhibit A. Capitalized terms useddescribed below in the section "Potential Payouts Upon Termination or Change-in-Control". The RSUs accumulate cash dividend equivalents that are only paid upon vesting.
(4)Amounts reported in this proposal that are not otherwise defined have the meanings given to them in the Amended Plan.
BEST PRACTICES
The Amended Plan includes several features designed to protect the interests of our shareholders and reflect sound corporate governance practices and our compensation philosophy, including the following:
Fungible share pool. Shares issued in connection with "full value"column represent stock awards, including restricted stock and restricted stock units ("RSUs"), will count against the number of shares authorized for issuance under the Amended Plan at a higher rate than shares issued upon exercise of stock options and stock appreciation rights ("SARs") after a threshold for full value awards is exceeded.
No "evergreen" provision. There is no evergreen feature pursuant to which the shares authorized for issuance under the Amended Plan can be automatically replenished.
No discounted options or SARs, and no repricing. Stock options and SARs may not be granted with an exercise or grant price lower than the fair market value of the underlying shares on the date of grant, and the Amended Plan prohibits the direct or indirect repricing of underwater stock options or SARs without prior shareholder approval.
Double-trigger change-in-control vesting. If awards are assumed by a successor company in connection with a change in control (which is triggered only by the occurrence, rather than shareholder approval, of a merger or other change-in-control event), such awards will not automatically vest and pay out solely as a result of the change in control.
Awards subject to clawback policy. Awards granted under the Amended Plan areSIP which become exercisable in four equal installments on the first four anniversaries of the grant date. Options become exercisable in certain circumstances as described below in the section "Potential Payouts Upon Termination or Change-in-Control". Each option has a maximum term of 10 years, subject to earlier termination in the Company’s clawback policy.
event of the optionee's termination of employment.
No transferability. Awards generally may not be transferred, except by will or(5)For stock awards, represents the lawsgrant date fair value of descent and distribution, unless the transfer is approved by the Compensation Committee and is for no consideration.
BURN RATE AND POTENTIAL DILUTION
The Amended Plan will increase the number of shares of Class B Stock authorized for issuance under the Stock Incentive Plan by 80,000,000 shares, from 718,000,000 shares to 798,000,000 shares. We believe this will provide sufficient shares for the Company's stock-based compensation needs through the 2024 annual meeting of shareholders. This estimate is(a) RSUs based on our historical share usage, adjusted for growth and to allow for flexibility around typesthe closing market price of awards used, though actual issuances could be materially different from this estimate.
In setting the number of shares authorized for issuance under the Amended Plan, we considered our historic burn rate, which measures annual share utilization. As shown in the following table, the Company's three-year average burn rate was 1.3%, which is below the benchmarks applied to our industry by certain major proxy advisory firms.
FISCAL YEAR
STOCK OPTIONS AND SARS GRANTED
(in millions)
FULL VALUE AWARDS GRANTED
(in millions)
TOTAL GRANTED
(in millions)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING (CLASS A AND CLASS B)
(in millions)
BURN RATE
(%)
202019.13.822.91,5591.5
201918.12.520.61,5801.3
201816.81.818.61,6241.1
Average————1.3
We also considered overhang, which measures potential shareholder dilution, in setting the number of additional shares authorized for issuance under the Amended Plan. As of our record date of July 17, 2020, there were 1,559,888,549 shares of Class A Stock and Class B Stock outstanding, 92,331,425 shares of Class B Stock were subject to outstanding stock-based awards, and 46,144,669 shares were available for future awards under the Current Plan. Therefore, as of July 17, 2020, our overhang (calculated as the number of shares subject to outstanding awards plus the number of shares available to be granted ("Total Award Shares"), divided by the total number of outstanding shares of Class A Stock and Class B Stock) was 9%. Had the 80 million additional shares being requested under the Amended Plan been available for grant as of the record date, our overhang would have increased to 14%.


2020 PROXY STATEMENT 57

KEY TERMS
PURPOSE
The purpose of the Amended Plan is to enable the Company to attract and retain experienced individuals to serve as employees, officers, directors, consultants, advisors, and independent contractors, and to provide incentives for them to apply their best efforts on behalf of the Company.
ELIGIBILITY
Participants under the Amended Plan may include employees, officers, and directors of the Company and any parent or subsidiary corporation of the Company, as well as consultants, advisors, and independent contractors to the Company (and any parent or subsidiary corporation of the Company). As of July 17, 2020, it is anticipated that approximately 6,500 employees, including 8 officers, and all of our non-employee directors (12 as of July 17, 2020) will be eligible to receive awards under the Amended Plan.
ADMINISTRATION
The Amended Plan generally will be administered by a committee appointed by the Board (the "Committee"), which will be the Compensation Committee. Among other actions, the Committee may adopt rules, regulations, and award agreements for the Amended Plan and will determine the individuals to whom awards are made, the amount of the awards, and the other terms and conditions of the awards. The Committee may also advance any waiting period, accelerate any exercise date, or waive or modify any restriction with respect to an award. The Committee may delegate its authority under the Amended Plan within limits it establishes.
SHARES SUBJECT TO THE AMENDED PLAN
The Amended Plan provides that the aggregate number of shares of Class B Stock authorized for issuance is 798,000,000. Each share that is subject to a stock option or SAR will be counted against the shares available under the Amended Plan as one share, except that SARs payable solely in cash will not be counted against the number of shares available under the Amended Plan. Shares subject to "full value" Stock Awards generally will be counted against the shares available under the Amended Plan as one share for each share issued. However, if the aggregate number of shares issued pursuant to Stock Awards and Performance-Based Awards granted after July 16, 2010 exceeds 25,000,000 shares, plus the number of shares forfeited or withheld to satisfy tax withholding obligations under Stock Awards outstanding as of July 16, 2010, then any shares issued under such awards in excess of that number will be counted against the shares available under the Amended Plan as 2.8 shares for each share issued.
Shares underlying awards that expire, terminate, are canceled, or are forfeited to the Company may be reused for subsequent awards, except that shares withheld upon exercise of stock options or SARs in full or partial satisfaction of the exercise price or tax withholding amount may not be reused. Shares tendered to, or withheld by, the Company to satisfy tax withholding obligations with respect to the vesting or settlement of stock awards may be reused for subsequent awards.
MAXIMUM AWARDS
The Amended Plan provides that the maximum number of shares of Class B Stock authorized for issuance as incentive stock options is 798,000,000. No non-employee director may be granted any award or awards denominated in shares in excess of $500,000 in the aggregate in any fiscal year, plus an additional $500,000 in value for one-time awards to a newly appointed or elected non-employee director.
DIVIDENDS
Awards under the Amended Plan may be credited with dividends or dividend equivalents, and the Committee may apply any restrictions to the dividends or dividend equivalents that it deems appropriate. For awards under the Amended Plan that are subject to performance goals, no dividends or dividend equivalents may be paid with respect to any unearned portion of the award.
TYPES OF AWARDS
The Amended Plan authorizes the award of stock options, SARs, and Stock Awards:
Stock Options. Stock options may be granted as incentive stock options (within the meaning of Section 422 of the Code) or non-statutory stock options. A stock option entitles the recipient to purchase up to a specified total number of shares of Class B Stock at a specified exercise price per share. The exercise price per share will be determined by the Committee, but may not


58 NIKE, INC.

be less than 100% of the fair market value of a share of Class B Stock on the grant date and (b) PSUs based on a value of grant. Fair market value generally will be$139.82 per share computed using a Monte Carlo simulation based on the closing priceprobable outcome of the performance condition as of the grant date. The Monte Carlo simulation was performed using the remaining performance period of 2.83 years and assuming an expected volatility of 34.97% and risk-free interest rate of 2.79%. The expected volatility was based on an analysis of the historical volatility of the Class B Common Stock on the grant date for 2.83 years. The risk-free interest rate corresponding with the remaining performance period was calculated using the U.S. Treasury (constant maturity) risk-free rates in effect on the grant date for a 2- and 3-year period. For option awards, represents the grant date fair value of grant. Nostock options granted based on a value of $32.13 per share, calculated using the Black-Scholes option pricing model. The assumptions made in determining option values are disclosed in Note 9 to Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2023. Stock and option award values were computed in accordance with accounting guidance applicable to stock-based compensation.

2023 PROXY STATEMENT 46

OUTSTANDING EQUITY AWARDS AT MAY 31, 2023
The following table sets forth information concerning outstanding stock options, PSUs, and RSUs held by the Named Executive Officers at May 31, 2023.
OPTION AWARDSSTOCK AWARDS
NAMENUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
EXERCISABLE
(#)
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISABLE
OPTIONS
(#)(1)
OPTION
EXERCISE
PRICE
($)		OPTION
EXPIRATION
DATE
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED
(#)(2)
MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED
($)
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
(#)(3)
EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
($)
John Donahoe II177,633
59,210(4)
102.1601/13/2030
767,544—102.1601/13/2030
119,788
119,787(5)
97.6108/1/2030
38,210
114,629(6)
167.5108/1/2031
—
225,564(7)
114.3008/1/203255,5365,845,719177,42818,676,071
Matthew Friend23,000— 57.8707/15/2026
30,000— 59.1007/20/2027
35,000— 77.5408/1/2028
27,072
9,023(8)
83.1208/1/2029
38,599
38,598(5)
97.6108/1/2030
10,918
32,751(6)
167.5108/1/2031
—
75,188(7)
114.3008/1/203252,0225,475,83643,2814,555,758
Andrew Campion75,000— 57.8707/15/2026
75,000— 59.1007/20/2027
80,000— 77.5408/1/2028
65,744
21,914(8)
83.1208/1/2029
38,599
38,598(5)
97.6108/1/2030
12,737
38,210(6)
167.5108/1/2031
—
75,188(7)
114.3008/1/203272,9367,677,24343,2814,555,758
Heidi O'Neill25,000— 77.5408/1/2028
46,020
15,340(8)
83.1208/1/2029
38,599
38,598(5)
97.6108/1/2030
12,737
38,210(6)
167.5108/1/2031
—
75,188(7)
114.3008/1/203252,8435,562,25443,2814,555,758
Mark Parker110,000— 31.6757/19/2023
330,000— 38.7607/18/2024
330,000— 56.4007/17/2025
165,000— 57.8707/15/2026
165,000— 59.1007/20/2027
175,000— 77.5408/1/2028
226,701
75,567(8)
83.1208/1/2029
133,098
133,096(5)
97.6108/1/2030
12,131
36,390(6)
167.5108/1/2031
—
71,608(7)
114.3008/1/2032— — — — 
(1)Stock options generally become exercisable in four equal installments on each of the first four anniversaries of the grant date.









47 NIKE, INC.

(2)Reflects RSUs that vest as described in the table below:
NAMEFISCAL YEAR OF GRANTNUMBER OF UNVESTED UNITSVESTING SCHEDULE
John Donahoe II202325,984RSUs subject to three-year pro-rata vesting on 8/1/2023, 8/1/2024, and 8/1/2025
202217,249RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2023 and 50% vest on 8/1/2024
202112,303RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2023
Matthew Friend202312,992RSUs subject to three-year pro-rata vesting on 8/1/2023, 8/1/2024, and 8/1/2025
20224,928RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2023 and 50% vest on 8/1/2024
202130,138RSUs subject to four-year pro-rata vesting; 50% of the remaining units vested on 6/1/2023 and 50% vest on 6/1/2024
20213,964RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2023
Andrew Campion202312,992RSUs subject to three-year pro-rata vesting on 8/1/2023, 8/1/2024, and 8/1/2025
20225,749RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2023 and 50% vest on 8/1/2024
202150,231RSUs subject to four-year pro-rata vesting; 50% of the remaining units vested on 6/1/2023 and 50% vest on 6/1/2024
20213,964RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2023
Heidi O'Neill202312,992RSUs subject to three-year pro-rata vesting on 8/1/2023, 8/1/2024, and 8/1/2025
20225,749RSUs subject to three-year pro-rata vesting, 50% of the remaining units vest on 8/1/2023 and 50% vest on 8/1/2024
202130,138RSUs subject to four-year pro-rata vesting, 50% of the remaining units vested on 6/1/2023 and 50% vest on 6/1/2024
20213,964RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2023
(3)Reflects PSUs that vest as described in the table below, assuming performance at the maximum level (200%) for the fiscal 2023 – 2025 PSUs and performance at the target level (100%) for the fiscal 2022 – 2024 PSUs. In each case, PSUs will be earned between 0% and 200% based on Relative TSR over the applicable three-year performance period and subject to the People & Planet modifier.
NAMEFISCAL YEAR OF PERFORMANCE PERIODNUMBER OF UNVESTED UNITSVESTING SCHEDULE
John Donahoe II2023 – 2025146,624Earned units will cliff vest on 8/1/2025
2022 – 202430,804Earned units will cliff vest on 8/1/2024
Matthew Friend2023 – 202537,120Earned units will cliff vest on 8/1/2025
2022 – 20246,161Earned units will cliff vest on 8/1/2024
Andrew Campion2023 – 202537,120Earned units will cliff vest on 8/1/2025
2022 – 20246,161Earned units will cliff vest on 8/1/2024
Heidi O'Neill2023 – 202537,120Earned units will cliff vest on 8/1/2025
2022 – 20246,161Earned units will cliff vest on 8/1/2024
(4)100% of these options will vest on January 13, 2024.
(5)50% of these options will vest on August 1, 2023 and 50% will vest on August 1, 2024.
(6)33.3% of these options will vest on August 1, 2023, 33.3% will vest on August 1, 2024, and 33.3% will vest on August 1, 2025.
(7)25% of these options will vest on August 1, 2023, 25% will vest on August 1, 2024, 25% will vest on August 1, 2025, and 25% will vest on August 1, 2026.
(8)100% of these options will vest on August 1, 2023.


2023 PROXY STATEMENT 48

OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023
The following table sets forth information concerning stock option can be exercised more than 10 years afterexercises and vesting of RSUs during fiscal 2023 for each of the date of grant. Except asNamed Executive Officers on an aggregated basis.
OPTION AWARDSSTOCK AWARDS
NAMENUMBER OF
SHARES ACQUIRED
ON EXERCISE
(#)		VALUE
REALIZED
ON EXERCISE
($)		NUMBER OF
SHARES ACQUIRED
ON VESTING
(#)		VALUE
REALIZED
ON VESTING
($)
John Donahoe II— — 89,77511,262,977
Matthew Friend— — 23,1042,706,794
Andrew Campion— — 36,6084,294,302
Heidi O'Neill— — 24,6372,882,016
Mark Parker220,00019,443,60016,0411,833,486
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information regarding outstanding awards and shares available for future issuance under equity compensation plans approved by shareholders or in connection with a change in the Company’s capitalization or similar event, no stock option may be amended to reduce its exercise price, or canceled in exchange for cash, another award, or any other consideration at a time when the exercise price exceeds the fair market value of the Class B Stock. The Committee has discretion to allow stock options to be transferred for no consideration to immediate family members of the grantee.
Stock Appreciation Rights. A SAR entitles the recipient to receive shares of Class B Stock or cash, or a mixture of shares and cash, equal in value to the appreciation of a share of Class B Stock over its fair market value on the date of grant (or for SARs granted in connection with an option, the applicable option exercise price). SARs may, but needequity compensation plans that were not be granted in connection with an option. If a SAR is granted in connection with an option, it is exercisable only to the extent, and on the same conditions, that the related option is exercisable. No SAR can be exercised more than 10 years after the date of grant. Except as approved by shareholders as of May 31, 2023. The table does not reflect issuances made during fiscal 2024.
NUMBER OF SECURITIES
TO BE ISSUED UPON
EXERCISE OF OUTSTANDING
OPTIONS, WARRANTS AND
RIGHTS
WEIGHTED-
AVERAGE EXERCISE
PRICE OF OUTSTANDING
OPTIONS, WARRANTS
AND RIGHTS(1)
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
EQUITY COMPENSATION
PLANS (EXCLUDING SECURITIES
REFLECTED IN COLUMN (a))
PLAN CATEGORY(a)(b)(c)
Equity compensation plans approved by shareholders79,340,157(2)$94.3954 94,321,128(3)
Equity compensation plans not approved by shareholders— — 3,432,320(4)
Total79,340,157$94.3954 97,753,448
(1)Weighted-average exercise prices do not reflect the shares that will be used upon the payment of outstanding awards of RSUs.
(2)Consists of 79,340,157 shares subject to awards of options, RSUs, PSUs (based on performance at the target level of 100%), and stock appreciation rights outstanding under the SIP.
(3)Includes 92,459,174 shares available for future issuance under the SIP and 1,861,954 shares available for future issuance under the Employee Stock Purchase Plan.
(4)Consists of 3,432,320 shares available for future issuance under the Foreign Subsidiary Employee Stock Purchase Plan, pursuant to which shares are offered and sold to employees of selected non-U.S. subsidiaries of the Company on substantially the same terms as those offered to U.S. employees under the shareholder-approved Employee Stock Purchase Plan as described above under "Compensation Discussion and Analysis—Compensation of our Named Executive Officers—Other Compensation—Employee Stock Purchase Plan".

49 NIKE, INC.

NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2023
NAMEPLAN
NAME
EXECUTIVE
CONTRIBUTIONS
IN FISCAL 2023(1)
AGGREGATE EARNINGS
IN FISCAL 2023		AGGREGATE
WITHDRAWALS/
DISTRIBUTIONS IN
FISCAL 2023
AGGREGATE
BALANCE AT
MAY, 31 2023(2)
John Donahoe IIDCP—$10,645—$798,540
Matthew FriendDCP—$(5,349)—$573,515
Andrew CampionDCP$461,539$36,035—$3,860,874
Heidi O'NeillDCP$402,500$45,951—$4,627,399
Mark ParkerDCP$1,140,000$389,725—$28,391,316
(1)All amounts reported in this column are also included in amounts reported in the Summary Compensation Table.
(2)Of the amounts reported in this column, the following amounts have been reported in the Summary Compensation Tables in this proxy statement or in connectionprior year proxy statements: Mr. Donahoe, $63,695; Mr. Friend, $9,503; Mr. Campion, $2,445,433; Ms. O'Neill, $1,207,906; and Mr. Parker, $22,185,929.
NON-QUALIFIED DEFERRED COMPENSATION PLANS
The Named Executive Officers are eligible to participate in our Deferred Compensation Plan (the "DCP"). Participants in the DCP may elect in advance to defer up to 75 percent of their annual base salary, and up to 100 percent of their bonus and long-term cash incentive payments.
We may make annual profit sharing contributions to defined contribution retirement plans. The contributions are allocated among eligible employees based on a percentage of their total salary and bonus for the year. To the fullest extent permitted under Internal Revenue Code limitations, these contributions are made to employees' accounts under our qualified 401(k) Savings and Profit Sharing Plan. Contributions based on salary and bonus in excess of the tax law limit ($305,000 for fiscal 2023) are made as NIKE contributions under the DCP.
Amounts deferred under the DCP are credited to a participant's account under the DCP. Each participant may allocate his or her account among any combination of the investment options available under the DCP. Participants' accounts are adjusted to reflect the investment performance of the investment options selected by the participants. Participants can change the allocation of their account balances daily. The investment options available under the DCP consist of 18 mutual funds with a changevariety of investment objectives and five risk-based portfolios. The investment options had annual returns in fiscal 2023 ranging from -15.91% to 3.77%. Amounts credited to participants' accounts are invested by us in actual investments matching the Company’s capitalization or similar event, no SAR may be amendedinvestment options selected by the participants to reduce its grant price, or canceled in exchangeensure that we do not bear any investment risk related to participants' investment choices.
The portion of a participant's account attributable to elective deferrals, including investment returns, is fully vested at all times. The portion of a participant's account attributable to NIKE contributions, including investment returns, is fully vested after the participant has been employed by us for cash, another award, or any other consideration at a time when the grant price exceeds the fair market valuefive years. All of the Class B Stock.
Named Executive Officers, other than Mr. Donahoe, are fully vested in their NIKE contributions.
Stock Awards. Stock Awards are sharesEach time they elect to defer compensation, participants make an election regarding distribution of Class B Stock grantedthe compensation deferred under the Amended Plan,election (as adjusted to reflect investment performance). A participant may elect for distribution to be made in a lump sum at the beginning of a predetermined year while the participant is still employed or in service (but no sooner than the fourth year after the year in which the distribution election is submitted). Alternatively, a participant may elect for distribution to be subjectmade in a lump sum or in quarterly installments over five, ten, or fifteen years after termination of employment or service. Participants have limited rights to change their distribution elections. Participants may make a hardship withdrawal under certain circumstances. Subject to certain limitations, a participant may also at any time request to withdraw amounts from his or her account balance that were vested as of December 31, 2004 (and any subsequent investment returns on such restrictions asamount). If such request is approved, the Committeeparticipant may determine, including time-basedwithdraw 90% of the amount requested, and performance-based vesting conditions. Stock Awards subject to restrictions maythe remaining 10% will be granted as either restrictedpermanently forfeited.

2023 PROXY STATEMENT 50

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
CHANGE-IN-CONTROL COMPENSATION — ACCELERATION OF EQUITY AWARDS
All unvested stock option, RSU, and PSU awards (which are shares of Class B Stock that are subject to forfeiture ifaccelerated vesting conditions are not satisfied) or RSUs (which are unfunded, unsecured rights to receive a shareupon the occurrence of Class B Stock after vesting conditions are satisfied).
CHANGE IN CONTROL
The Amended Plan does not provide for "single-trigger" acceleration if an acquiring company assumes the outstanding awards. Except as otherwise provided in an award agreement, the Amended Plan generally provides fortwo events (a "double-trigger" acceleration of stock options, SARs, and RSUs if): there is a Change in Control"change-in-control"; and the participant’sNamed Executive Officer's employment is terminated by us without Cause"cause" or by the Named Executive Officer for Good Reason"good reason", in each case between the occurrencechange-in-control (or shareholder approval of the Change in Control (or Shareholder Approval,change-in-control, if earlier), and the second anniversary of the Change in Control. Vestingchange-in-control. Stock options will be exercisable for four years following termination of employment, but not beyond each option's original 10-year term. PSUs will vest at 100% of target. Accelerated vesting of stock options, RSUs, and PSUs will also be acceleratedoccur if the Company iswe are acquired and the acquiring company does not assume the outstanding options, SARsRSUs, or PSUs. For purposes of our stock awards, "change-in-control" is generally defined to include:
•the acquisition by any person of 50% or more of our outstanding Class A Stock or, if the Class A Stock no longer elects a majority of directors, the acquisition by any person of 30% or more of our total outstanding Common Stock;
•the nomination (and subsequent election) in a two-year period of a majority of our directors by persons other than the incumbent directors;
•a sale of all or substantially all of our assets; and RSUs.
•an acquisition of NIKE through a merger, consolidation, or share exchange.
For purposes of our stock awards, "cause" generally includes willful and continued failure to substantially perform assigned duties and willful engagement in illegal conduct materially injurious to us, and "good reason" generally includes a material diminution in position or duties, a salary reduction or material reduction in other benefits, and a home office relocation of over 50 miles.
The following table shows the estimated benefits that would have been received by the Named Executive Officers if double-trigger accelerated vesting had occurred on May 31, 2023, when the closing price of our Class B Stock was $105.26 per share.
NAME
STOCK AWARD
ACCELERATION(1)
STOCK OPTION
ACCELERATION(2)
TOTAL
John Donahoe II$16,804,970$1,099,922$17,904,892
Matthew Friend$8,077,969$495,044$8,573,013
Andrew Campion$10,279,377$780,451$11,059,828
Heidi O'Neill$8,164,388$634,903$8,799,291
Mark Parker—$2,691,237$2,691,237
(1)Information regarding unvested RSUs and PSUs held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The amounts in the table above represent the number of unvested RSUs and PSUs (at 100% of target) multiplied by the closing price of our Class B Stock on May 31, 2023.
(2)Information regarding outstanding unvested stock options held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The amounts in the table above represent the aggregate value as of May 31, 2023 of those options using the excess of the per share closing price of our Class B Stock on May 31, 2023 over the per share exercise price, multiplied by the number of unvested option shares for each Named Executive Officer.
BENEFITS TRIGGERED ON CERTAIN EMPLOYMENT TERMINATIONS
STOCK OPTION ACCELERATION AND EXTENSION
As of May 31, 2023, each Named Executive Officer held stock options as listed in the Outstanding Equity Awards table above. Under the terms of the stock options held by each Named Executive Officer, upon the death or disability of the holder, all unvested options will vest and will be exercisable for four years following termination of employment, but not beyond each option's original 10-year term. If death or disability of a Named Executive Officer had occurred on May 31, 2023, the aggregate value of those options is as set forth in the "Stock Option Acceleration" column of the Change-in-Control Compensation – Acceleration of Equity Awards table above.
Under the terms of the stock options held by each Named Executive Officer that were granted after fiscal 2020, upon a termination of employment due to a "divestiture" or "reduction in force" that occurs at least six months following the grant date, and subject to the holder signing a general waiver and release of claims, options that are scheduled to vest within one year following the termination will vest and all vested options will be exercisable for one year following termination of employment, but not beyond each option's original 10-year term. The value of the unvested stock options held by each Named Executive Officer as of May 31, 2023 that would have become vested if a termination due to a "divestiture" or "reduction in force" had occurred on that date is $458,189 for Mr. Donahoe, $147,637 for each of Messrs. Friend and Campion and Ms. O'Neill, and $509,092 for Mr. Parker.

51 NIKE, INC.

Under the terms of all the stock options held by the Named Executive Officers, options that have been outstanding for at least one year will be subject to continued vesting if the holder retires after reaching age 55 with at least 5 years of service (or accelerated vesting if the holder retires after reaching age 60 with at least 5 years of service), and vested options will be exercisable for four years following termination of employment, but not beyond each option's original 10-year term. If the Named Executive Officers had retired on May 31, 2023, the aggregate value of stock options subject to retirement vesting would have been $1,099,922 for Mr. Donahoe, $634,903 for Ms. O'Neill, and $2,691,237 for Mr. Parker. Messrs. Friend and Campion are not eligible for retirement vesting because these Named Executive Officers have not reached age 55.
STOCK AWARD ACCELERATION
As of May 31, 2023, the Named Executive Officers held unvested RSUs and PSUs as set forth in the Outstanding Equity Awards table above. Under the terms of their award agreements, all unvested RSUs and PSUs will immediately vest upon the death or disability of the holder, with PSUs vesting at 100% of target. The value of the unvested RSUs and PSUs held by each Named Executive Officer as of May 31, 2023 that would have become vested if death or disability had occurred on that date is as set forth in the "Stock Award Acceleration" column of the Change-in-Control Compensation — Acceleration of Equity Awards table above.
Under the terms of the RSUs that were granted to the Named Executive Officers after fiscal 2020 (excluding the stock-based transition awards granted to Messrs. Friend and Campion and Ms. O'Neill) and all PSUs held by the Named Executive Officers, upon a termination of employment due to a "divestiture" or "reduction in force" that occurs at least six months following the grant date, and subject to the holder signing a general waiver and release of claims, RSUs and PSUs that are scheduled to vest within one year following the termination will vest, with PSUs vesting at 100% of target. The value of the unvested RSUs and PSUs held by each Named Executive Officer as of May 31, 2023 that would have become vested if a termination due to a "divestiture" or "reduction in force" had occurred on that date is $3,114,644 for Mr. Donahoe, $1,132,493 for Mr. Friend, $1,175,755 for each of Mr. Campion and Ms. O'Neill, and $0 for Mr. Parker.
PAYMENTS UNDER NONCOMPETITION AGREEMENTS
We have a noncompetition agreement with Mr. Donahoe that extends for 18 months following the termination of his employment with us and a noncompetition agreement with Mr. Parker that extends for two years following the termination of his employment with us. Under these agreements, if Mr. Donahoe's employment is terminated by us without "cause" (as defined in his agreement), or if Mr. Parker's employment is terminated by us, we will make monthly payments to the executive during the noncompetition period in an amount equal to one-twelfth of his then current annual salary and target PSP award ("Annual NIKE Income"). The agreements provide further that if the executive voluntarily resigns, we will make monthly payments to him during the noncompetition period in an amount equal to one-twenty-fourth of his then current Annual NIKE Income. However, commencement of the above-described monthly payments will be delayed until after the six-month period following the executive's separation from service, and all payments that he would otherwise have received during that period will be paid in a lump sum promptly following the end of the period, together with interest at the prime rate. If employment is terminated without "cause" (as defined in the applicable agreement), the parties may mutually agree to waive the covenant not to compete, and if employment is terminated for "cause", we may unilaterally waive the covenant. If the covenant is waived, we will not be required to make the payments described above for the months as to which the waiver applies. Assuming that Mr. Donahoe's employment had been terminated on May 31, 2023 and the covenant was not waived, during the 18-month period ending November 30, 2024 we would have been required to pay Mr. Donahoe $375,000 per month if the termination was by us without "cause", or $187,500 per month if he had voluntarily resigned. Assuming that Mr. Parker's employment had been terminated on May 31, 2023 and the covenant was not waived, during the 24-month period ending May 31, 2025 we would have been required to pay Mr. Parker $83,333 per month if the termination was by us, or $41,667 per month if he had voluntarily resigned.
We have noncompetition agreements with each of the other Named Executive Officers on generally the same terms as Mr. Donahoe, except that the noncompetition period is one year, we may unilaterally waive the covenant in all cases (including a termination without "cause"), the monthly payments are one-twelfth or one-twenty-fourth of the executive's then current annual salary (instead of their Annual NIKE Income), and payments may commence on termination. Assuming that the employment of each of these Named Executive Officers had been terminated on May 31, 2023 and the covenant was not waived, during the 12-month period ending May 31, 2024 we would have been required to pay them $104,167 per month if the termination was by us without "cause", or $52,083 per month if they had voluntarily resigned.
CEO PAY RATIO
NIKE's pay and benefits are designed to be competitive and equitable, meet the diverse needs of our global teammates, and reinforce our values. We pay for performance and impact by linking incentive pay to Company performance and seek to invest in positive experiences that have the greatest impact on the engagement and well-being of our employees. The executive compensation program is highly incentive-based and weighted towards long-term awards to emphasize long-term performance

2023 PROXY STATEMENT 52

and support retention. Our executive compensation program is designed to attract and retain top-tier talent in a competitive market and to "pay for performance" in order to drive business results and maximize shareholder value.
For fiscal 2023, our last completed fiscal year:
•The employee identified at the median of all NIKE employees (other than our CEO) was a retail store employee in Canada;
•The annual total compensation of the median employee was $33,646;
•The annual total compensation of our CEO, Mr. Donahoe, was $32,789,885; and
•The estimated ratio of the annual total compensation of our CEO to the median annual total compensation of all other NIKE employees was 975 to 1.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
METHODOLOGY
For purposes of calculating this pay ratio, we used the same median employee that was identified in fiscal 2022, as we believe there has been no change in our employee population, our compensation arrangements, or our median employee's circumstances that would significantly affect our pay ratio disclosure. The determination of the median employee was made in fiscal 2022 using the methodology described below, and the median employee's fiscal 2023 annual total compensation was calculated based on the Summary Compensation Table rules used for our Named Executive Officers (in accordance with Item 402(c)(2)(x) of Regulation S-K).
FISCAL 2022 METHODOLOGY
We use the first business day in May as the date to determine the median employee. The first business day in May for fiscal 2022 was May 2, 2022. At that time, we had approximately 77,239 employees globally. After applying the "de minimis exemption" under the SEC rules, which permits us to exclude non-U.S. employees accounting for 5% or less of our total employee population, we excluded the 3,656 employees in the jurisdictions identified below, and our employee population consisted of approximately 73,583 employees.
Slovenia1Denmark68Malaysia206
Sri Lanka4Uruguay71Thailand206
United Arab Emirates5Czech Republic73South Africa207
Croatia6Hungary82Vietnam252
Philippines19Indonesia85Israel266
Macau42Ireland87Poland276
New Zealand44Switzerland113Chile285
Norway45Greece135Hong Kong323
Sweden55Portugal148Turkey340
Brazil61Austria151
Of the 73,583 employees included in the CEO Pay Ratio calculation, approximately 75% were full-time, 49% were in retail jobs, and 51% were located in the United States.
To identify our median employee we calculated annual compensation for fiscal 2022 based on base salary or hourly wages, as applicable. For the majority of our employees, base salary or hourly wages comprise the majority of their compensation. To determine wages for hourly employees, we used each individual's pay rate and estimated scheduled hours in the applicable Human Resources system of record.
After determining the annual compensation for our employee population as described above, we identified a subset of approximately 100 individuals representing the potential median employee population. For this subset, we calculated each employee's annual total compensation in U.S. dollars for fiscal 2022 based on the Summary Compensation Table rules used for our Named Executive Officers (in accordance with Item 402(c)(2)(x) of Regulation S-K). Compensation for permanent employees hired during the fiscal year was annualized, compensation for non-U.S. employees was converted into U.S. dollars using the applicable currency conversion rate as reported in the Human Resources system of record for the median employee determination date, and the median employee was then selected from this subset.

53 NIKE, INC.

PAY VERSUS PERFORMANCE
This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. The Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the fiscal years shown. For discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the section above titled "Compensation Discussion and Analysis".
PAY VERSUS PERFORMANCE TABLE
The following table sets forth compensation information of our CEO and our non-CEO NEOs and Company performance for the fiscal years listed below, in accordance with Item 402(v) of Regulation S-K.
YEAR
SUMMARY COMPENSATION TABLE TOTAL FOR CEO(1)(2)
COMPENSATION ACTUALLY PAID TO CEO(1)(3)
AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOs(1)(4)
AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOs(1)(5)
VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON
NET INCOME(7)
(IN MILLIONS)
ADJUSTED REVENUE(8)
(IN MILLIONS)
TOTAL SHAREHOLDER RETURN(6)
PEER GROUP TOTAL SHAREHOLDER RETURN(6)
2023$32,789,885$29,391,856$10,117,055$7,259,680$109.51$116.84$5.070$52.593
2022$28,838,060$19,617,425$9,185,111$7,482,733$122.26$120.40$6.046$47.406
2021$32,920,708$77,444,844$17,107,315$28,986,814$139.58$141.30$5.727$43.769
(1)     John Donahoe II served as the Company's CEO for each fiscal year presented. The individuals comprising the non-CEO NEOs for each fiscal year presented are Matthew Friend, Andrew Campion, Heidi O'Neill, and Mark Parker.
(2)     Represents the amount of total compensation reported for our CEO, Mr. Donahoe, in the "Total" column of the "Summary Compensation Table" for each fiscal year presented.
(3)    The dollar amounts reported in the "Compensation Actually Paid to CEO" column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the CEO. These amounts reflect the amount set forth in the "Total" column of the "Summary Compensation Table" for each fiscal year presented, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K:
202320222021
Summary Compensation Table ("SCT") total for CEO$32,789,885$28,838,060$32,920,708
Deduction for amounts reported under the "Stock Awards" column in the SCT$13,220,455$12,061,812$3,602,980
Deduction for amounts reported under the "Option Awards" column in the SCT$7,247,371$6,782,995$5,402,416
Total deductions from SCT$20,467,826$18,844,807$9,005,396
Year end fair value of equity awards$17,801,878$9,719,590$17,094,821
Change in fair value of outstanding and unvested equity awards$(4,440,691)$(6,894,427)$23,324,355
Change in fair value of equity awards granted in prior years that vested in the year$3,461,158$6,578,196$12,885,143
Value of dividends on stock awards$247,452$220,812$225,212
Total adjustments$17,069,797$9,624,172$53,529,532
Compensation actually paid$29,391,856$19,617,425$77,444,844
Equity valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date; adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. PSU grant date fair values are calculated using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date; adjustments have been made using a revised Monte Carlo valuation as of fiscal year end. RSU grant date fair values are calculated using the stock price as of the grant date; adjustments have been made using the stock price as of fiscal year end and as of each vesting date.
(4)    Represents the average of the amounts of total compensation reported for our non-CEO NEOs, as a group, in the "Total" column of the "Summary Compensation Table" for each fiscal year presented.
(5)    The dollar amounts reported in the "Average Compensation Actually Paid to Non-CEO NEOs" column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the non-CEO NEOs. These amounts reflect the average of the amounts set forth in the "Total" column of the "Summary Compensation Table" for each fiscal year presented for the applicable non-CEO NEOs, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K:

2023 PROXY STATEMENT 54

202320222021
Average Summary Compensation Table total for non-CEO NEOs$10,117,055$9,185,111$17,107,315
Deduction for amounts reported under the "Stock Awards" column in the SCT$3,060,034$2,191,148$6,370,788
Deduction for amounts reported under the "Option Awards" column in the SCT$2,387,034$2,153,362$2,806,263
Total deductions from SCT$5,447,068$4,344,510$9,177,051
Year end fair value of equity awards$4,815,268$2,257,926$15,020,734
Change in fair value of outstanding and unvested equity awards$(1,929,436)$(2,839,461)$6,098,187
Change in fair value of equity awards granted in prior years that vested in the year$(373,621)$3,134,180$(186,300)
Value of dividends on stock awards$77,482$89,487$123,929
Total adjustments$2,589,693$2,642,132$21,056,550
Average compensation actually paid$7,259,680$7,482,733$28,986,814
Equity valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date; adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. PSU grant date fair values are calculated using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date; adjustments have been made using a revised Monte Carlo valuation as of fiscal year end. RSU grant date fair values are calculated using the stock price as of the grant date; adjustments have been made using the stock price as of fiscal year end and as of each vesting date.
(6)    Peer group total shareholder return ("TSR") uses the Dow Jones U.S. Footwear Index, which the Company also uses in the stock performance graph required by Item 201(e) of Regulation S-K included in the Company's Annual Report on Form 10-K for fiscal 2023. These comparisons assume $100 (including reinvested dividends) was invested for the period starting May 31, 2020 through the end of the listed fiscal year in (a) the Company and (b) the Dow Jones U.S. Footwear Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(7)    Reflects net income calculated in accordance with generally accepted accounting principles ("GAAP") in the Company's Consolidated Statements of Income included in the Company's Annual Reports on Form 10-K for the applicable fiscal year.
(8)    Reflects Adjusted Revenue calculated based on GAAP revenue excluding the impact of acquisitions and divestitures; changes in accounting principles; unanticipated restructurings; unanticipated exchange rate fluctuations; other extraordinary, unusual, or infrequently occurring items; and the unanticipated impact from Nike Virtual Studios and RTFKT. We determined Adjusted Revenue to be the most important financial performance measure used to link Company performance to compensation actually paid ("CAP") to our CEO and non-CEO NEOs in fiscal 2023, as required pursuant to Item 402(v) of Regulation S-K. This performance measure may not have been the most important financial performance measure for prior fiscal years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
DESCRIPTION OF RELATIONSHIPS
The following charts show graphically the relationships over the past three fiscal years of the CAP amounts for our CEO and non-CEO NEOs as compared to our cumulative TSR, peer group TSR, GAAP net income, and Adjusted Revenue as well as the relationship between TSR and peer group TSR.
CAP VERSUS COMPANY TSR & PEER GROUP TSR
chart_compactuallypaid-companytsr.jpg





55 NIKE, INC.

CAP VERSUS NET INCOME
chart_compactuallypaid-netincome.jpg
CAP VERSUS ADJUSTED REVENUE
chart_compactuallypaid-revenue.jpg
TABULAR LIST OF PERFORMANCE METRICS
The following table lists the three financial performance measures that, in the Company's assessment, represent the most important performance measures used to link CAP for our NEOs to Company performance for fiscal 2023.
Adjusted Revenue
Adjusted EBIT
Stock price
.

2023 PROXY STATEMENT 56

PROPOSAL 3
FREQUENCY OF ADVISORY VOTES ON
EXECUTIVE COMPENSATION
In accordance with the requirements of Section 14A of the Exchange Act, we are submitting to shareholders an advisory vote on whether to present our advisory "say-on-pay proposal" to shareholders every one year, every two years, or every three years. Under Exchange Act rules, we are required to present this "say-on-pay vote frequency proposal" at least once every six years. When shareholders last voted on a say-on-pay vote frequency proposal, at the 2017 Annual Meeting of Shareholders, the Board recommended holding a say-on-pay vote annually, and approximately 94% of the votes cast were voted in favor of holding such a vote annually.
The Board continues to value shareholder feedback on our executive compensation program, and believes that an annual say-on-pay vote offers a strong mechanism for all shareholders to provide timely input on the Company's executive compensation practices and policies.
Because your vote is advisory, it will not be binding on the Board. However, the Board values shareholder opinions, and will take into account the outcome of the vote when considering the frequency of future say-on-pay votes.
BOARD RECOMMENDATION
Image106.jpg
The Board of Directors recommends that shareholders vote for future shareholder advisory votes on executive compensation to be held every 1 YEAR.

57 NIKE, INC.

CLAWBACK
Except as otherwise provided in an award agreement, awards underWe maintain a clawback policy for the Amended Plan will be subject to: (1) the Company’s Policy for Recoupment of Incentive Compensation as in effect at the time of grant, (2) such other policies regarding clawback or recoupment of incentive compensation. Under the clawback policy, an executive officer who is involved in wrongful conduct that results in a restatement of the Company's financial statements must repay to the Company up to the full amount of any incentive compensation as may bethat was paid based on the financial statements that were subsequently approved byrestated. The clawback policy covers PSP awards, LTIP awards, SIP awards (based on excess proceeds from pre-restatement sales of stock acquired pursuant to the stock-based awards), and profit sharing contributions to the Deferred Compensation Plan. In addition to the clawback policy, the PSP, LTIP, and SIP also specify that the Committee (3) anymay apply further clawback requirements to awards through additional clawback policies or recoupment provisions set forth in any award agreement provisions, and (4) the requirements of applicable laws and regulations regarding clawback or recoupment of incentive compensation.
CORPORATE MERGERS
The Committee may make awards under the Amended Plan that have terms and conditions that vary from those specified in the Amended Plan when suchall awards are granted in substitution for, orsubject to clawback requirements under applicable law and regulation. The Company will adopt a revised clawback policy regarding accounting restatements in connection with the assumptionSEC's adoption of existingnew rules to implement Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, once such final rules, as implemented by NYSE, become effective.
RISK ASSESSMENT
At the Compensation Committee's request, management prepared an assessment of potential risks associated with the Company's fiscal 2023 compensation programs, including any risk that would be reasonably likely to have a material adverse effect on the Company. This included an assessment of risks associated with each element of executive compensation. The assessment considered certain design features of the compensation program that reduce the likelihood of excessive risk taking, such as reasonable performance targets, capped incentive compensation payouts, a balance of short- and long-term incentives, a balance of cash- and stock-based incentives, vesting of awards made by another corporationover time, and assumed, or otherwise agreed to bethe potential for clawback of incentive compensation. In addition, for stock-based compensation, we have adopted stock ownership guidelines, provided for limited accelerated vesting of PSUs, stock options, and RSUs upon termination of employment, and provided for only double-trigger accelerated vesting of stock-based awards upon a change in control. The Compensation Committee reviewed the risk assessment and concluded that our compensation programs and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for "covered employees". While the Compensation Committee seeks to preserve tax deductibility in developing and implementing our executive compensation program, the committee also believes that it is important to maintain flexibility in administering compensation programs in a manner designed to promote varying corporate goals and the interests of our shareholders. Accordingly, we have not adopted a policy that all compensation must qualify as deductible for tax purposes and retain the ability to provide compensation that may not qualify as deductible under Section 162(m).
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on the Companyreview and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in connection withthis proxy statement.
Members of the Compensation Committee:
•Timothy Cook, Chair
•Cathleen Benko
•Mónica Gil

43 NIKE, INC.

EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the total compensation of each Named Executive Officer for fiscal years 2023, 2022, and 2021.
NAME AND PRINCIPAL
POSITION(1)
YEARSALARY
($)
BONUS(2)
($)
STOCK
AWARDS(3)
($)
OPTION
AWARDS(4)
($)
NON-EQUITY
INCENTIVE PLAN
COMPENSATION(5)
($)
ALL OTHER
COMPENSATION(6)
($)
TOTAL(7)
($)
John Donahoe II
President and Chief Executive Officer
20231,500,000— 13,220,4557,247,3716,770,0004,052,05932,789,885
20221,500,000— 12,061,8126,782,9954,450,0004,043,25328,838,060
20211,500,00013,600,0003,602,9805,402,4164,500,0004,315,31232,920,708
Matthew Friend
Executive Vice President and Chief Financial Officer
20231,221,154— 4,080,0452,415,7902,425,00015,25010,157,239
20221,056,7311,056,0002,783,9491,938,030890,00014,5007,739,210
2021875,0001,260,0007,161,0451,740,792900,00014,25011,951,087
Andrew Campion
Chief Operating Officer
20231,250,000— 4,080,0452,415,7902,425,00015,25010,186,085
20221,221,1541,200,0002,990,3222,261,028890,00015,2418,577,745
20211,100,0001,584,00011,161,0601,740,792900,00014,25016,500,102
Heidi O'Neill
President, Consumer and Marketplace
20231,250,000— 4,080,0452,415,7902,425,00015,25010,186,085
20221,221,1541,200,0002,990,3222,261,028890,00026,6188,589,122
20211,100,0001,584,0007,161,0451,740,792900,00014,25012,500,087
Mark Parker
Executive Chairman
20231,000,000— — 2,300,765— 6,638,0479,938,812
20221,134,615— — 2,153,3624,450,0004,096,39111,834,368
20211,700,00012,040,000— 6,002,6754,500,0003,235,30724,477,982
(1)Reflects titles as of May 31, 2023, which was the last day of fiscal 2023. Effective June 1, 2023, the first day of fiscal 2024, Mr. Campion ceased serving as Chief Operating Officer and became NIKE's Managing Director, Strategic Business Ventures and Ms. O'Neill became NIKE's President, Consumer, Product & Brand.
(2)For fiscal 2022, represents awards under our PSP, which were paid at 0% for Mr. Donahoe and 80% for Messrs. Friend and Campion and Ms. O'Neill; Mr. Parker did not receive a merger or other similar transaction. Awardsfiscal 2022 PSP award. For fiscal 2021, represents annual cash incentive awards which were paid at 120% of target to each executive officer, as well as transition-period cash incentive awards paid to Messrs. Donahoe and Parker.
(3)Represents the grant date fair value of RSU and PSU awards granted in substitution forfiscal 2023 and 2022, and RSU awards of an acquired company will not be counted against shares available undergranted in fiscal 2021, in each case computed in accordance with accounting guidance applicable to stock-based compensation. For RSUs, the Amended Plan.
AMENDMENT AND TERMINATION
The Amended Plan will continue until all shares available for issuance undergrant date fair value was computed based on the Stock Incentive Plan have been issued and all restrictions on such shares have lapsed. No awards may be made under the Amended Plan on or after the tenth anniversaryclosing market price of the last shareholder approval increasing the number of shares available for issuance under the Amended Plan. Accordingly, approval of the Amended Plan will extend the term in which awards may be made under the Stock Incentive Plan to September 17, 2030. The Board has the power to suspend, terminate, modify, or amend the Amended Plan at any time, provided that an amendment requires shareholder approval if such approval is required by the rules of any stock exchange on which our Class B Stock on the grant date. For PSUs, the grant date fair value was computed using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date. The assumptions made in determining the grant date fair value of PSUs under applicable accounting guidance are disclosed in footnote 5 of "Grants of Plan-Based Awards in Fiscal 2023". For fiscal 2023, the grant date fair value of the PSU awards was: $10,250,484 for Mr. Donahoe; $2,595,059 for Messrs. Friend and Campion and Ms. O'Neill; and $0 for Mr. Parker. Assuming that the maximum level of performance conditions is traded.achieved, the value of those PSU awards would be: $16,759,123 for Mr. Donahoe; $4,242,816 for Messrs. Friend and Campion and Ms. O'Neill; and $0 for Mr. Parker.
NEW PLAN BENEFITS(4)Represents the grant date fair value of options granted in the applicable fiscal year computed in accordance with accounting guidance applicable to stock-based compensation. The grant date fair value of the options was estimated using the Black-Scholes option pricing model. The assumptions made in determining the grant date fair value of options under applicable accounting guidance are disclosed in Note 9 of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2023.
Awards(5)Non-Equity Incentive Plan Compensation consists of the following:


2023 PROXY STATEMENT 44

NAMEYear
ANNUAL INCENTIVE COMPENSATION(a)
($)
LONG-TERM INCENTIVE COMPENSATION(b)
($)
TOTAL
($)
John Donahoe II20233,570,0003,200,0006,770,000
2022— 4,450,0004,450,000
2021— 4,500,0004,500,000
Matthew Friend20231,785,000640,0002,425,000
2022— 890,000890,000
2021— 900,000900,000
Andrew Campion20231,785,000.00 640,0002,425,000
2022— 890,000890,000
2021— 900,000900,000
Heidi O'Neill20231,785,000.00 640,0002,425,000
2022— 890,000890,000
2021— 900,000900,000
Mark Parker2023— — — 
2022— 4,450,0004,450,000
2021— 4,500,000 4,500,000 
(a)Amounts shown were earned for performance in the applicable fiscal year under our PSP.
(b)Amounts shown were earned for performance during the three-year period ending with the applicable fiscal year under our LTIP.

(6)For fiscal 2023, includes Company matching contributions to the 401(k) Plan in the amount of $15,250 for each of the Named Executive Officers. The amount for Mr. Donahoe also includes $3,920,000 in charitable matching contributions made by the Company, $110,365 in aggregate incremental cost to the Company for personal use of the Company's aircraft, as well as the value of Company-related merchandise and security services. The amount for Mr. Parker also includes $6,440,000 in charitable matching contributions made by the Company, $127,804 in aggregate incremental cost to the Company for personal use of the Company' aircraft, $54,806 in security services, as well as the value of Company-related merchandise. The aggregate incremental cost for personal use of the Company's aircraft is determined based on the variable operating cost to the Company, including the cost of fuel, maintenance, crew travel expenses, landing fees, parking fees, in-flight food and beverage, and other smaller variable costs associated with each flight. The amounts for Mr. Donahoe and Mr. Parker exclude the aggregate incremental cost to the Company for personal use of the Company's aircraft for which Mr. Donahoe or Mr. Parker, as applicable, reimbursed the Company in accordance with a time sharing agreement and as allowed under Federal Aviation Regulation 91.501(c) and (d).
(7)For fiscal 2023, includes the value of both the grant of PSUs for the fiscal 2023 – 2025 performance period (which were awarded as part of fiscal 2023 compensation) and the payout of LTIP awards for the fiscal 2021 – 2023 performance period (which were awarded as part of fiscal 2021 compensation). For fiscal 2022, includes the value of both the grant of PSUs for the fiscal 2022 – 2024 performance period (which were awarded as part of fiscal 2022 compensation) and the payout of LTIP awards for the fiscal 2020 – 2022 performance period (which were awarded as part of fiscal 2020 compensation).

45 NIKE, INC.

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023
The following table sets forth information concerning the performance-based annual cash incentive opportunities and PSUs, RSUs, and stock options granted to the Named Executive Officers in fiscal 2023.
ESTIMATED FUTURE PAYOUTS UNDER
NON-EQUITY INCENTIVE PLAN AWARDS(1)
ESTIMATED FUTURE PAYOUTS UNDER
EQUITY INCENTIVE PLAN AWARDS(2)
ALL OTHER
STOCK AWARDS:
NUMBER OF
SHARES OF
STOCK OR
UNITS(3)
ALL OTHER OPTION
AWARDS: NUMBER
OF SECURITIES
UNDERLYING
OPTIONS(4)
EXERCISE
OR BASE
PRICE OF
OPTION
AWARDS
GRANT DATE
FAIR VALUE
OF STOCK
AND OPTION
AWARDS(5)
THRESHOLDTARGETMAXIMUMTHRESHOLDTARGETMAXIMUM
NAMEGRANT DATEAPPROVAL DATE($)($)($)(#)(#)(#)(#)(#)($/SH)($)
John Donahoe II1,500,0003,000,0004,500,000
8/1/20226/22/202218,32873,312146,62410,250,484
8/1/20226/22/202225,9842,969,971
8/1/20226/22/2022225,564114.307,247,371
Matthew Friend750,0001,500,0002,250,000
8/1/20226/10/20224,64018,56037,1202,595,059
8/1/20226/10/202212,9921,484,986
8/1/20226/10/202275,188114.302,415,790
Andrew Campion750,0001,500,0002,250,000
8/1/20226/10/20224,64018,56037,1202,595,059
8/1/20226/10/202212,9921,484,986
8/1/20226/10/202275,188114.302,415,790
Heidi O'Neill750,0001,500,0002,250,000
8/1/20226/10/20224,64018,56037,1202,595,059
8/1/20226/10/202212,9921,484,986
8/1/20226/10/202275,188114.302,415,790
Mark Parker———
8/1/20226/10/2022———— 
8/1/20226/10/2022— — 
8/1/20226/10/202271,608114.302,300,765
(1)These amounts represent the potential performance-based annual cash incentive awards payable for performance during fiscal 2023 under our PSP. Under this plan, the Compensation Committee approved target awards for fiscal 2023 based on a percentage of the executive's base salary paid during fiscal 2023 as follows: Mr. Donahoe, 200%; Mr. Friend, 120%; Mr. Campion, 120%; Ms. O'Neill, 120%; and Mr. Parker, 0%. Fiscal 2023 PSP awards are earned between 0% and 150% of target based on Company performance on three equally-weighted metrics—Adjusted Revenue, Adjusted Digital Revenue, and Adjusted EBIT—during fiscal 2023. Actual award payouts earned in fiscal 2023 and paid in fiscal 2024 are shown in the Summary Compensation Table.
(2)These amounts represent grants of PSUs under the SIP which are earned between 0% and 200% of target based on Relative TSR for fiscal 2023 – 2025, subject to a cap of 100% of target if Absolute TSR for the performance period is negative. If Relative TSR is at or above the threshold performance goal, the Compensation Committee may adjust the earnout upwards or downwards by up to 20 percentage points based on a holistic assessment of the Company's performance during the three-year performance period with respect to employee engagement and inclusion, representation of diverse individuals in leadership positions, and sustainability. Earned PSUs will vest in August 2025 and are generally subject to continued employment through the vesting date. Vesting will be accelerated in certain circumstances as described below in the section "Potential Payouts Upon Termination or Change-in-Control". The PSUs accumulate cash dividend equivalents that are paid only when, and to the extent, they vest.
(3)Amounts reported in this column represent grants of RSUs under the SIP which vest in three equal installments on the first three anniversaries of the grant date. Vesting will be accelerated in certain circumstances as described below in the section "Potential Payouts Upon Termination or Change-in-Control". The RSUs accumulate cash dividend equivalents that are only paid upon vesting.
(4)Amounts reported in this column represent stock options granted under the AmendedSIP which become exercisable in four equal installments on the first four anniversaries of the grant date. Options become exercisable in certain circumstances as described below in the section "Potential Payouts Upon Termination or Change-in-Control". Each option has a maximum term of 10 years, subject to earlier termination in the event of the optionee's termination of employment.
(5)For stock awards, represents the grant date fair value of (a) RSUs based on the closing market price of our Class B Stock on the grant date and (b) PSUs based on a value of $139.82 per share computed using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date. The Monte Carlo simulation was performed using the remaining performance period of 2.83 years and assuming an expected volatility of 34.97% and risk-free interest rate of 2.79%. The expected volatility was based on an analysis of the historical volatility of the Class B Stock on the grant date for 2.83 years. The risk-free interest rate corresponding with the remaining performance period was calculated using the U.S. Treasury (constant maturity) risk-free rates in effect on the grant date for a 2- and 3-year period. For option awards, represents the grant date fair value of stock options granted based on a value of $32.13 per share, calculated using the Black-Scholes option pricing model. The assumptions made in determining option values are disclosed in Note 9 to Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended May 31, 2023. Stock and option award values were computed in accordance with accounting guidance applicable to stock-based compensation.

2023 PROXY STATEMENT 46

OUTSTANDING EQUITY AWARDS AT MAY 31, 2023
The following table sets forth information concerning outstanding stock options, PSUs, and RSUs held by the Named Executive Officers at May 31, 2023.
OPTION AWARDSSTOCK AWARDS
NAMENUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
EXERCISABLE
(#)
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISABLE
OPTIONS
(#)(1)
OPTION
EXERCISE
PRICE
($)		OPTION
EXPIRATION
DATE
NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED
(#)(2)
MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED
($)
EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
(#)(3)
EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED
($)
John Donahoe II177,633
59,210(4)
102.1601/13/2030
767,544—102.1601/13/2030
119,788
119,787(5)
97.6108/1/2030
38,210
114,629(6)
167.5108/1/2031
—
225,564(7)
114.3008/1/203255,5365,845,719177,42818,676,071
Matthew Friend23,000— 57.8707/15/2026
30,000— 59.1007/20/2027
35,000— 77.5408/1/2028
27,072
9,023(8)
83.1208/1/2029
38,599
38,598(5)
97.6108/1/2030
10,918
32,751(6)
167.5108/1/2031
—
75,188(7)
114.3008/1/203252,0225,475,83643,2814,555,758
Andrew Campion75,000— 57.8707/15/2026
75,000— 59.1007/20/2027
80,000— 77.5408/1/2028
65,744
21,914(8)
83.1208/1/2029
38,599
38,598(5)
97.6108/1/2030
12,737
38,210(6)
167.5108/1/2031
—
75,188(7)
114.3008/1/203272,9367,677,24343,2814,555,758
Heidi O'Neill25,000— 77.5408/1/2028
46,020
15,340(8)
83.1208/1/2029
38,599
38,598(5)
97.6108/1/2030
12,737
38,210(6)
167.5108/1/2031
—
75,188(7)
114.3008/1/203252,8435,562,25443,2814,555,758
Mark Parker110,000— 31.6757/19/2023
330,000— 38.7607/18/2024
330,000— 56.4007/17/2025
165,000— 57.8707/15/2026
165,000— 59.1007/20/2027
175,000— 77.5408/1/2028
226,701
75,567(8)
83.1208/1/2029
133,098
133,096(5)
97.6108/1/2030
12,131
36,390(6)
167.5108/1/2031
—
71,608(7)
114.3008/1/2032— — — — 
(1)Stock options generally become exercisable in four equal installments on each of the first four anniversaries of the grant date.









47 NIKE, INC.

(2)Reflects RSUs that vest as described in the table below:
NAMEFISCAL YEAR OF GRANTNUMBER OF UNVESTED UNITSVESTING SCHEDULE
John Donahoe II202325,984RSUs subject to three-year pro-rata vesting on 8/1/2023, 8/1/2024, and 8/1/2025
202217,249RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2023 and 50% vest on 8/1/2024
202112,303RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2023
Matthew Friend202312,992RSUs subject to three-year pro-rata vesting on 8/1/2023, 8/1/2024, and 8/1/2025
20224,928RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2023 and 50% vest on 8/1/2024
202130,138RSUs subject to four-year pro-rata vesting; 50% of the remaining units vested on 6/1/2023 and 50% vest on 6/1/2024
20213,964RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2023
Andrew Campion202312,992RSUs subject to three-year pro-rata vesting on 8/1/2023, 8/1/2024, and 8/1/2025
20225,749RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2023 and 50% vest on 8/1/2024
202150,231RSUs subject to four-year pro-rata vesting; 50% of the remaining units vested on 6/1/2023 and 50% vest on 6/1/2024
20213,964RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2023
Heidi O'Neill202312,992RSUs subject to three-year pro-rata vesting on 8/1/2023, 8/1/2024, and 8/1/2025
20225,749RSUs subject to three-year pro-rata vesting, 50% of the remaining units vest on 8/1/2023 and 50% vest on 8/1/2024
202130,138RSUs subject to four-year pro-rata vesting, 50% of the remaining units vested on 6/1/2023 and 50% vest on 6/1/2024
20213,964RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2023
(3)Reflects PSUs that vest as described in the table below, assuming performance at the maximum level (200%) for the fiscal 2023 – 2025 PSUs and performance at the target level (100%) for the fiscal 2022 – 2024 PSUs. In each case, PSUs will be earned between 0% and 200% based on Relative TSR over the applicable three-year performance period and subject to the People & Planet modifier.
NAMEFISCAL YEAR OF PERFORMANCE PERIODNUMBER OF UNVESTED UNITSVESTING SCHEDULE
John Donahoe II2023 – 2025146,624Earned units will cliff vest on 8/1/2025
2022 – 202430,804Earned units will cliff vest on 8/1/2024
Matthew Friend2023 – 202537,120Earned units will cliff vest on 8/1/2025
2022 – 20246,161Earned units will cliff vest on 8/1/2024
Andrew Campion2023 – 202537,120Earned units will cliff vest on 8/1/2025
2022 – 20246,161Earned units will cliff vest on 8/1/2024
Heidi O'Neill2023 – 202537,120Earned units will cliff vest on 8/1/2025
2022 – 20246,161Earned units will cliff vest on 8/1/2024
(4)100% of these options will vest on January 13, 2024.
(5)50% of these options will vest on August 1, 2023 and 50% will vest on August 1, 2024.
(6)33.3% of these options will vest on August 1, 2023, 33.3% will vest on August 1, 2024, and 33.3% will vest on August 1, 2025.
(7)25% of these options will vest on August 1, 2023, 25% will vest on August 1, 2024, 25% will vest on August 1, 2025, and 25% will vest on August 1, 2026.
(8)100% of these options will vest on August 1, 2023.


2023 PROXY STATEMENT 48

OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2023
The following table sets forth information concerning stock option exercises and vesting of RSUs during fiscal 2023 for each of the Named Executive Officers on an aggregated basis.
OPTION AWARDSSTOCK AWARDS
NAMENUMBER OF
SHARES ACQUIRED
ON EXERCISE
(#)		VALUE
REALIZED
ON EXERCISE
($)		NUMBER OF
SHARES ACQUIRED
ON VESTING
(#)		VALUE
REALIZED
ON VESTING
($)
John Donahoe II— — 89,77511,262,977
Matthew Friend— — 23,1042,706,794
Andrew Campion— — 36,6084,294,302
Heidi O'Neill— — 24,6372,882,016
Mark Parker220,00019,443,60016,0411,833,486
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information regarding outstanding awards and shares available for future issuance under equity compensation plans approved by shareholders and equity compensation plans that were not approved by shareholders as of May 31, 2023. The table does not reflect issuances made during fiscal 2024.
NUMBER OF SECURITIES
TO BE ISSUED UPON
EXERCISE OF OUTSTANDING
OPTIONS, WARRANTS AND
RIGHTS
WEIGHTED-
AVERAGE EXERCISE
PRICE OF OUTSTANDING
OPTIONS, WARRANTS
AND RIGHTS(1)
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
EQUITY COMPENSATION
PLANS (EXCLUDING SECURITIES
REFLECTED IN COLUMN (a))
PLAN CATEGORY(a)(b)(c)
Equity compensation plans approved by shareholders79,340,157(2)$94.3954 94,321,128(3)
Equity compensation plans not approved by shareholders— — 3,432,320(4)
Total79,340,157$94.3954 97,753,448
(1)Weighted-average exercise prices do not reflect the shares that will be used upon the payment of outstanding awards of RSUs.
(2)Consists of 79,340,157 shares subject to awards of options, RSUs, PSUs (based on performance at the target level of 100%), and stock appreciation rights outstanding under the SIP.
(3)Includes 92,459,174 shares available for future issuance under the SIP and 1,861,954 shares available for future issuance under the Employee Stock Purchase Plan.
(4)Consists of 3,432,320 shares available for future issuance under the Foreign Subsidiary Employee Stock Purchase Plan, pursuant to which shares are offered and sold to employees of selected non-U.S. subsidiaries of the Company on substantially the same terms as those offered to U.S. employees under the shareholder-approved Employee Stock Purchase Plan as described above under "Compensation Discussion and Analysis—Compensation of our Named Executive Officers—Other Compensation—Employee Stock Purchase Plan".

49 NIKE, INC.

NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2023
NAMEPLAN
NAME
EXECUTIVE
CONTRIBUTIONS
IN FISCAL 2023(1)
AGGREGATE EARNINGS
IN FISCAL 2023		AGGREGATE
WITHDRAWALS/
DISTRIBUTIONS IN
FISCAL 2023
AGGREGATE
BALANCE AT
MAY, 31 2023(2)
John Donahoe IIDCP—$10,645—$798,540
Matthew FriendDCP—$(5,349)—$573,515
Andrew CampionDCP$461,539$36,035—$3,860,874
Heidi O'NeillDCP$402,500$45,951—$4,627,399
Mark ParkerDCP$1,140,000$389,725—$28,391,316
(1)All amounts reported in this column are also included in amounts reported in the Summary Compensation Table.
(2)Of the amounts reported in this column, the following amounts have been reported in the Summary Compensation Tables in this proxy statement or in prior year proxy statements: Mr. Donahoe, $63,695; Mr. Friend, $9,503; Mr. Campion, $2,445,433; Ms. O'Neill, $1,207,906; and Mr. Parker, $22,185,929.
NON-QUALIFIED DEFERRED COMPENSATION PLANS
The Named Executive Officers are eligible to participate in our Deferred Compensation Plan (the "DCP"). Participants in the DCP may elect in advance to defer up to 75 percent of their annual base salary, and up to 100 percent of their bonus and long-term cash incentive payments.
We may make annual profit sharing contributions to defined contribution retirement plans. The contributions are allocated among eligible employees based on a percentage of their total salary and bonus for the year. To the fullest extent permitted under Internal Revenue Code limitations, these contributions are made to employees' accounts under our qualified 401(k) Savings and Profit Sharing Plan. Contributions based on salary and bonus in excess of the tax law limit ($305,000 for fiscal 2023) are made as NIKE contributions under the DCP.
Amounts deferred under the DCP are credited to a participant's account under the DCP. Each participant may allocate his or her account among any combination of the investment options available under the DCP. Participants' accounts are adjusted to reflect the investment performance of the investment options selected by the participants. Participants can change the allocation of their account balances daily. The investment options available under the DCP consist of 18 mutual funds with a variety of investment objectives and five risk-based portfolios. The investment options had annual returns in fiscal 2023 ranging from -15.91% to 3.77%. Amounts credited to participants' accounts are invested by us in actual investments matching the investment options selected by the participants to ensure that we do not bear any investment risk related to participants' investment choices.
The portion of a participant's account attributable to elective deferrals, including investment returns, is fully vested at all times. The portion of a participant's account attributable to NIKE contributions, including investment returns, is fully vested after the participant has been employed by us for five years. All of the Named Executive Officers, other than Mr. Donahoe, are fully vested in their NIKE contributions.
Each time they elect to defer compensation, participants make an election regarding distribution of the compensation deferred under the election (as adjusted to reflect investment performance). A participant may elect for distribution to be made in a lump sum at the beginning of a predetermined year while the participant is still employed or in service (but no sooner than the fourth year after the year in which the distribution election is submitted). Alternatively, a participant may elect for distribution to be made in a lump sum or in quarterly installments over five, ten, or fifteen years after termination of employment or service. Participants have limited rights to change their distribution elections. Participants may make a hardship withdrawal under certain circumstances. Subject to certain limitations, a participant may also at any time request to withdraw amounts from his or her account balance that were vested as of December 31, 2004 (and any subsequent investment returns on such amount). If such request is approved, the participant may withdraw 90% of the amount requested, and the remaining 10% will be permanently forfeited.

2023 PROXY STATEMENT 50

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
CHANGE-IN-CONTROL COMPENSATION — ACCELERATION OF EQUITY AWARDS
All unvested stock option, RSU, and PSU awards are subject to accelerated vesting upon the occurrence of two events (a "double-trigger"): there is a "change-in-control"; and the Named Executive Officer's employment is terminated by us without "cause" or by the Named Executive Officer for "good reason", in each case between the change-in-control (or shareholder approval of the change-in-control, if earlier) and the second anniversary of the change-in-control. Stock options will be exercisable for four years following termination of employment, but not beyond each option's original 10-year term. PSUs will vest at 100% of target. Accelerated vesting of stock options, RSUs, and PSUs will also occur if we are acquired and the acquiring company does not assume the outstanding options, RSUs, or PSUs. For purposes of our stock awards, "change-in-control" is generally defined to include:
•the acquisition by any person of 50% or more of our outstanding Class A Stock or, if the Class A Stock no longer elects a majority of directors, the acquisition by any person of 30% or more of our total outstanding Common Stock;
•the nomination (and subsequent election) in a two-year period of a majority of our directors by persons other than the incumbent directors;
•a sale of all or substantially all of our assets; and
•an acquisition of NIKE through a merger, consolidation, or share exchange.
For purposes of our stock awards, "cause" generally includes willful and continued failure to substantially perform assigned duties and willful engagement in illegal conduct materially injurious to us, and "good reason" generally includes a material diminution in position or duties, a salary reduction or material reduction in other benefits, and a home office relocation of over 50 miles.
The following table shows the estimated benefits that would have been received by the Named Executive Officers if double-trigger accelerated vesting had occurred on May 31, 2023, when the closing price of our Class B Stock was $105.26 per share.
NAME
STOCK AWARD
ACCELERATION(1)
STOCK OPTION
ACCELERATION(2)
TOTAL
John Donahoe II$16,804,970$1,099,922$17,904,892
Matthew Friend$8,077,969$495,044$8,573,013
Andrew Campion$10,279,377$780,451$11,059,828
Heidi O'Neill$8,164,388$634,903$8,799,291
Mark Parker—$2,691,237$2,691,237
(1)Information regarding unvested RSUs and PSUs held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The amounts in the table above represent the number of unvested RSUs and PSUs (at 100% of target) multiplied by the closing price of our Class B Stock on May 31, 2023.
(2)Information regarding outstanding unvested stock options held by each Named Executive Officer is set forth in the Outstanding Equity Awards table above. The amounts in the table above represent the aggregate value as of May 31, 2023 of those options using the excess of the per share closing price of our Class B Stock on May 31, 2023 over the per share exercise price, multiplied by the number of unvested option shares for each Named Executive Officer.
BENEFITS TRIGGERED ON CERTAIN EMPLOYMENT TERMINATIONS
STOCK OPTION ACCELERATION AND EXTENSION
As of May 31, 2023, each Named Executive Officer held stock options as listed in the Outstanding Equity Awards table above. Under the terms of the stock options held by each Named Executive Officer, upon the death or disability of the holder, all unvested options will vest and will be exercisable for four years following termination of employment, but not beyond each option's original 10-year term. If death or disability of a Named Executive Officer had occurred on May 31, 2023, the aggregate value of those options is as set forth in the "Stock Option Acceleration" column of the Change-in-Control Compensation – Acceleration of Equity Awards table above.
Under the terms of the stock options held by each Named Executive Officer that were granted after fiscal 2020, upon a termination of employment due to a "divestiture" or "reduction in force" that occurs at least six months following the grant date, and subject to the holder signing a general waiver and release of claims, options that are scheduled to vest within one year following the termination will vest and all vested options will be exercisable for one year following termination of employment, but not beyond each option's original 10-year term. The value of the unvested stock options held by each Named Executive Officer as of May 31, 2023 that would have become vested if a termination due to a "divestiture" or "reduction in force" had occurred on that date is $458,189 for Mr. Donahoe, $147,637 for each of Messrs. Friend and Campion and Ms. O'Neill, and $509,092 for Mr. Parker.

51 NIKE, INC.

Under the terms of all the stock options held by the Named Executive Officers, options that have been outstanding for at least one year will be subject to continued vesting if the Committee's discretion,holder retires after reaching age 55 with at least 5 years of service (or accelerated vesting if the holder retires after reaching age 60 with at least 5 years of service), and the Committee has not determined future awards or who might receive them. As a result, the benefits thatvested options will be awarded underexercisable for four years following termination of employment, but not beyond each option's original 10-year term. If the Amended PlanNamed Executive Officers had retired on May 31, 2023, the aggregate value of stock options subject to retirement vesting would have been $1,099,922 for Mr. Donahoe, $634,903 for Ms. O'Neill, and $2,691,237 for Mr. Parker. Messrs. Friend and Campion are not eligible for retirement vesting because these Named Executive Officers have not reached age 55.

STOCK AWARD ACCELERATION

2020 PROXY STATEMENT 59

determinable at this time. The awards granted for fiscal 2020, which would not have changed ifAs of May 31, 2023, the Amended Plan had been in place instead of the Current Plan, areNamed Executive Officers held unvested RSUs and PSUs as set forth in the Outstanding Equity Awards table above. Under the terms of their award agreements, all unvested RSUs and PSUs will immediately vest upon the death or disability of the holder, with PSUs vesting at 100% of target. The value of the unvested RSUs and PSUs held by each Named Executive Officer as of May 31, 2023 that would have become vested if death or disability had occurred on that date is as set forth in the "Stock Award Acceleration" column of the Change-in-Control Compensation — Acceleration of Equity Awards table above.
Under the terms of the RSUs that were granted to the Named Executive Officers after fiscal 2020 (excluding the stock-based transition awards granted to Messrs. Friend and Campion and Ms. O'Neill) and all PSUs held by the Named Executive Officers, upon a termination of employment due to a "divestiture" or "reduction in force" that occurs at least six months following table:
NAME AND POSITIONDOLLAR VALUE ($)NUMBER OF SHARES / UNITS
John J. Donahoe II 
President and Chief Executive Officer
44,516,4981,212,922
Mark G. Parker 
Executive Chairman, and former President and Chief Executive Officer
9,540,639350,392
Matthew Friend 
Executive Vice President and Chief Financial Officer
1,061,67840,908
Andrew Campion
Executive Vice President and Chief Operating Officer, and former Chief Financial Officer
2,766,794101,614
Hilary K. Krane 
Executive Vice President, Chief Administrative Officer, and General Counsel
2,766,794101,614
Monique Matheson 
Executive Vice President, Global Human Resources
2,766,794101,614
John F. Slusher 
Executive Vice President, Global Sports Marketing
2,766,794101,614
Elliott J. Hill 
Former President, Consumer and Marketplace
3,100,764113,878
Eric D. Sprunk 
Former Chief Operating Officer
3,100,764113,878
Current executive officers, as a group65,223,9311,978,605
Non-employee directors, as a group1,925,54621,877
Non-executive officer employees, as a group1,770,773,70620,852,608
U.S. FEDERAL INCOME TAX INFORMATION
The following isthe grant date, and subject to the holder signing a general summarywaiver and release of claims, RSUs and PSUs that are scheduled to vest within one year following the termination will vest, with PSUs vesting at 100% of target. The value of the U.S. federal income tax consequencesunvested RSUs and PSUs held by each Named Executive Officer as of awards underMay 31, 2023 that would have become vested if a termination due to a "divestiture" or "reduction in force" had occurred on that date is $3,114,644 for Mr. Donahoe, $1,132,493 for Mr. Friend, $1,175,755 for each of Mr. Campion and Ms. O'Neill, and $0 for Mr. Parker.
PAYMENTS UNDER NONCOMPETITION AGREEMENTS
We have a noncompetition agreement with Mr. Donahoe that extends for 18 months following the Amended Plantermination of his employment with us and a noncompetition agreement with Mr. Parker that extends for two years following the termination of his employment with us. Under these agreements, if Mr. Donahoe's employment is terminated by us without "cause" (as defined in his agreement), or if Mr. Parker's employment is terminated by us, we will make monthly payments to the Company and to participants inexecutive during the Amended Plan who are citizens or residents of the United States for U.S. federal tax purposes. The summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), applicable Treasury Regulations and administrative and judicial interpretations thereof, each as in effect on the date of this proxy statement and is, therefore, subject to future changes in the law, possibly with retroactive effect. The summary is general in nature and does not purport to be legal or tax advice. Furthermore, the summary does not address issues relating to any U.S. gift or estate tax consequences or the consequences of any state, local or foreign tax laws.
STOCK OPTIONS
Nonstatutory Stock Options. A participant receiving nonstatutory stock options should not recognize taxable income at the time of grant. A participant should generally recognize ordinary compensation incomenoncompetition period in an amount equal to one-twelfth of his then current annual salary and target PSP award ("Annual NIKE Income"). The agreements provide further that if the excess, if any, of the fair market value of the option shares on exercise of the nonstatutory stock options over the exercise price thereof. In general,executive voluntarily resigns, we will be entitledmake monthly payments to deduct from our taxable incomehim during the amount that the individual is required to include in ordinary income at the time of such inclusion. Additional special rules apply if a participant exercises a nonstatutory stock option by paying the exercise price, in whole or in part, by the transfer of shares of common stock to the Company.
Incentive Stock Options. A participant granted an incentive stock option will not generally recognize taxable income at the time of grant or, subject to certain conditions, at the time of exercise, although he or she may be subject to alternative minimum tax. If the participant holds the shares acquired upon exercise of an incentive stock option for at least two years after the grant date and for at least one year after the exercise date, upon disposition of the shares by the participant, the difference, if any, between the sale price of the shares and the exercise price of the option will be treated as long-term capital gain or loss. In general, if a disqualifying disposition should occur (i.e., the shares acquired upon exercise of the stock option are disposed of within the later of two years from the date of grant or one year from the date of exercise), a participant will generally recognize ordinary compensation income in the year of dispositionnoncompetition period in an amount equal to one-twenty-fourth of his then current Annual NIKE Income. However, commencement of the excess,above-described monthly payments will be delayed until after the six-month period following the executive's separation from service, and all payments that he would otherwise have received during that period will be paid in a lump sum promptly following the end of the period, together with interest at the prime rate. If employment is terminated without "cause" (as defined in the applicable agreement), the parties may mutually agree to waive the covenant not to compete, and if employment is terminated for "cause", we may unilaterally waive the covenant. If the covenant is waived, we will not be required to make the payments described above for the months as to which the waiver applies. Assuming that Mr. Donahoe's employment had been terminated on May 31, 2023 and the covenant was not waived, during the 18-month period ending November 30, 2024 we would have been required to pay Mr. Donahoe $375,000 per month if the termination was by us without "cause", or $187,500 per month if he had voluntarily resigned. Assuming that Mr. Parker's employment had been terminated on May 31, 2023 and the covenant was not waived, during the 24-month period ending May 31, 2025 we would have been required to pay Mr. Parker $83,333 per month if the termination was by us, or $41,667 per month if he had voluntarily resigned.
We have noncompetition agreements with each of the other Named Executive Officers on generally the same terms as Mr. Donahoe, except that the noncompetition period is one year, we may unilaterally waive the covenant in all cases (including a termination without "cause"), the monthly payments are one-twelfth or one-twenty-fourth of the executive's then current annual salary (instead of their Annual NIKE Income), and payments may commence on termination. Assuming that the employment of each of these Named Executive Officers had been terminated on May 31, 2023 and the covenant was not waived, during the 12-month period ending May 31, 2024 we would have been required to pay them $104,167 per month if the termination was by us without "cause", or $52,083 per month if they had voluntarily resigned.
CEO PAY RATIO
NIKE's pay and benefits are designed to be competitive and equitable, meet the diverse needs of our global teammates, and reinforce our values. We pay for performance and impact by linking incentive pay to Company performance and seek to invest in positive experiences that have the greatest impact on the engagement and well-being of our employees. The executive compensation program is highly incentive-based and weighted towards long-term awards to emphasize long-term performance

2023 PROXY STATEMENT 52

and support retention. Our executive compensation program is designed to attract and retain top-tier talent in a competitive market and to "pay for performance" in order to drive business results and maximize shareholder value.
For fiscal 2023, our last completed fiscal year:
•The employee identified at the median of all NIKE employees (other than our CEO) was a retail store employee in Canada;
•The annual total compensation of the median employee was $33,646;
•The annual total compensation of our CEO, Mr. Donahoe, was $32,789,885; and
•The estimated ratio of the annual total compensation of our CEO to the median annual total compensation of all other NIKE employees was 975 to 1.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
METHODOLOGY
For purposes of calculating this pay ratio, we used the same median employee that was identified in fiscal 2022, as we believe there has been no change in our employee population, our compensation arrangements, or our median employee's circumstances that would significantly affect our pay ratio disclosure. The determination of the median employee was made in fiscal 2022 using the methodology described below, and the median employee's fiscal 2023 annual total compensation was calculated based on the Summary Compensation Table rules used for our Named Executive Officers (in accordance with Item 402(c)(2)(x) of Regulation S-K).
FISCAL 2022 METHODOLOGY
We use the first business day in May as the date to determine the median employee. The first business day in May for fiscal 2022 was May 2, 2022. At that time, we had approximately 77,239 employees globally. After applying the "de minimis exemption" under the SEC rules, which permits us to exclude non-U.S. employees accounting for 5% or less of our total employee population, we excluded the 3,656 employees in the jurisdictions identified below, and our employee population consisted of approximately 73,583 employees.
Slovenia1Denmark68Malaysia206
Sri Lanka4Uruguay71Thailand206
United Arab Emirates5Czech Republic73South Africa207
Croatia6Hungary82Vietnam252
Philippines19Indonesia85Israel266
Macau42Ireland87Poland276
New Zealand44Switzerland113Chile285
Norway45Greece135Hong Kong323
Sweden55Portugal148Turkey340
Brazil61Austria151
Of the 73,583 employees included in the CEO Pay Ratio calculation, approximately 75% were full-time, 49% were in retail jobs, and 51% were located in the United States.
To identify our median employee we calculated annual compensation for fiscal 2022 based on base salary or hourly wages, as applicable. For the majority of our employees, base salary or hourly wages comprise the majority of their compensation. To determine wages for hourly employees, we used each individual's pay rate and estimated scheduled hours in the applicable Human Resources system of record.
After determining the annual compensation for our employee population as described above, we identified a subset of approximately 100 individuals representing the potential median employee population. For this subset, we calculated each employee's annual total compensation in U.S. dollars for fiscal 2022 based on the Summary Compensation Table rules used for our Named Executive Officers (in accordance with Item 402(c)(2)(x) of Regulation S-K). Compensation for permanent employees hired during the fiscal year was annualized, compensation for non-U.S. employees was converted into U.S. dollars using the applicable currency conversion rate as reported in the Human Resources system of record for the median employee determination date, and the median employee was then selected from this subset.

53 NIKE, INC.

PAY VERSUS PERFORMANCE
This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K under the Exchange Act and does not necessarily reflect how the Compensation Committee evaluates compensation decisions in light of Company or individual performance. The Compensation Committee did not consider the pay versus performance disclosure below in making its compensation decisions for any of the fair market valuefiscal years shown. For discussion of how the Compensation Committee seeks to align pay with performance when making compensation decisions, please review the section above titled "Compensation Discussion and Analysis".
PAY VERSUS PERFORMANCE TABLE
The following table sets forth compensation information of our CEO and our non-CEO NEOs and Company performance for the fiscal years listed below, in accordance with Item 402(v) of Regulation S-K.
YEAR
SUMMARY COMPENSATION TABLE TOTAL FOR CEO(1)(2)
COMPENSATION ACTUALLY PAID TO CEO(1)(3)
AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOs(1)(4)
AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOs(1)(5)
VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON
NET INCOME(7)
(IN MILLIONS)
ADJUSTED REVENUE(8)
(IN MILLIONS)
TOTAL SHAREHOLDER RETURN(6)
PEER GROUP TOTAL SHAREHOLDER RETURN(6)
2023$32,789,885$29,391,856$10,117,055$7,259,680$109.51$116.84$5.070$52.593
2022$28,838,060$19,617,425$9,185,111$7,482,733$122.26$120.40$6.046$47.406
2021$32,920,708$77,444,844$17,107,315$28,986,814$139.58$141.30$5.727$43.769
(1)     John Donahoe II served as the Company's CEO for each fiscal year presented. The individuals comprising the non-CEO NEOs for each fiscal year presented are Matthew Friend, Andrew Campion, Heidi O'Neill, and Mark Parker.
(2)     Represents the amount of total compensation reported for our CEO, Mr. Donahoe, in the "Total" column of the option shares at"Summary Compensation Table" for each fiscal year presented.
(3)    The dollar amounts reported in the time"Compensation Actually Paid to CEO" column have been calculated in accordance with Item 402(v) of exercise (or, if less,Regulation S-K and do not reflect compensation actually earned, realized, or received by the CEO. These amounts reflect the amount realizedset forth in the "Total" column of the "Summary Compensation Table" for each fiscal year presented, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K:
202320222021
Summary Compensation Table ("SCT") total for CEO$32,789,885$28,838,060$32,920,708
Deduction for amounts reported under the "Stock Awards" column in the SCT$13,220,455$12,061,812$3,602,980
Deduction for amounts reported under the "Option Awards" column in the SCT$7,247,371$6,782,995$5,402,416
Total deductions from SCT$20,467,826$18,844,807$9,005,396
Year end fair value of equity awards$17,801,878$9,719,590$17,094,821
Change in fair value of outstanding and unvested equity awards$(4,440,691)$(6,894,427)$23,324,355
Change in fair value of equity awards granted in prior years that vested in the year$3,461,158$6,578,196$12,885,143
Value of dividends on stock awards$247,452$220,812$225,212
Total adjustments$17,069,797$9,624,172$53,529,532
Compensation actually paid$29,391,856$19,617,425$77,444,844
Equity valuations: Stock option grant date fair values are calculated based on disposition), over the exercise price thereof. We are not entitled to any deduction on accountBlack-Scholes option pricing model as of the grant date; adjustments have been made using stock option fair values as of incentiveeach measurement date using the stock options or the participant’s exerciseprice as of the option to acquire common stock. However,measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. PSU grant date fair values are calculated using a Monte Carlo simulation based on the probable outcome of the performance condition as of the grant date; adjustments have been made using a revised Monte Carlo valuation as of fiscal year end. RSU grant date fair values are calculated using the stock price as of the grant date; adjustments have been made using the stock price as of fiscal year end and as of each vesting date.
(4)    Represents the average of the amounts of total compensation reported for our non-CEO NEOs, as a group, in the event"Total" column of the "Summary Compensation Table" for each fiscal year presented.
(5)    The dollar amounts reported in the "Average Compensation Actually Paid to Non-CEO NEOs" column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the non-CEO NEOs. These amounts reflect the average of the amounts set forth in the "Total" column of the "Summary Compensation Table" for each fiscal year presented for the applicable non-CEO NEOs, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K:

2023 PROXY STATEMENT 54

202320222021
Average Summary Compensation Table total for non-CEO NEOs$10,117,055$9,185,111$17,107,315
Deduction for amounts reported under the "Stock Awards" column in the SCT$3,060,034$2,191,148$6,370,788
Deduction for amounts reported under the "Option Awards" column in the SCT$2,387,034$2,153,362$2,806,263
Total deductions from SCT$5,447,068$4,344,510$9,177,051
Year end fair value of equity awards$4,815,268$2,257,926$15,020,734
Change in fair value of outstanding and unvested equity awards$(1,929,436)$(2,839,461)$6,098,187
Change in fair value of equity awards granted in prior years that vested in the year$(373,621)$3,134,180$(186,300)
Value of dividends on stock awards$77,482$89,487$123,929
Total adjustments$2,589,693$2,642,132$21,056,550
Average compensation actually paid$7,259,680$7,482,733$28,986,814
Equity valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date; adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. PSU grant date fair values are calculated using a subsequent disqualifying dispositionMonte Carlo simulation based on the probable outcome of such sharesthe performance condition as of commonthe grant date; adjustments have been made using a revised Monte Carlo valuation as of fiscal year end. RSU grant date fair values are calculated using the stock acquiredprice as of the grant date; adjustments have been made using the stock price as of fiscal year end and as of each vesting date.
(6)    Peer group total shareholder return ("TSR") uses the Dow Jones U.S. Footwear Index, which the Company also uses in the stock performance graph required by Item 201(e) of Regulation S-K included in the Company's Annual Report on Form 10-K for fiscal 2023. These comparisons assume $100 (including reinvested dividends) was invested for the period starting May 31, 2020 through the end of the listed fiscal year in (a) the Company and (b) the Dow Jones U.S. Footwear Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.
(7)    Reflects net income calculated in accordance with generally accepted accounting principles ("GAAP") in the Company's Consolidated Statements of Income included in the Company's Annual Reports on Form 10-K for the applicable fiscal year.
(8)    Reflects Adjusted Revenue calculated based on GAAP revenue excluding the impact of acquisitions and divestitures; changes in accounting principles; unanticipated restructurings; unanticipated exchange rate fluctuations; other extraordinary, unusual, or infrequently occurring items; and the unanticipated impact from Nike Virtual Studios and RTFKT. We determined Adjusted Revenue to be the most important financial performance measure used to link Company performance to compensation actually paid ("CAP") to our CEO and non-CEO NEOs in fiscal 2023, as required pursuant to Item 402(v) of Regulation S-K. This performance measure may not have been the exercisemost important financial performance measure for prior fiscal years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.
DESCRIPTION OF RELATIONSHIPS
The following charts show graphically the relationships over the past three fiscal years of an incentive stock option under circumstances resulting in taxable compensationthe CAP amounts for our CEO and non-CEO NEOs as compared to our cumulative TSR, peer group TSR, GAAP net income, and Adjusted Revenue as well as the participant, in general, we should be entitled to a tax deduction equal to the amount treated as taxable compensation to the
relationship between TSR and peer group TSR.

CAP VERSUS COMPANY TSR & PEER GROUP TSR
chart_compactuallypaid-companytsr.jpg






6055 NIKE, INC.


CAP VERSUS NET INCOME
participant. Additional special rules apply if a participant exercises an incentive stock option by payingchart_compactuallypaid-netincome.jpg
CAP VERSUS ADJUSTED REVENUE
chart_compactuallypaid-revenue.jpg
TABULAR LIST OF PERFORMANCE METRICS
The following table lists the exercise price, in whole or in part, by the transfer of shares of common stock to the Company.
STOCK APPRECIATION RIGHTS
No income will be realized by a participant upon grant of a stock appreciation right. Upon the exercise of a stock appreciation right, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of the stock appreciation right. We will be able to deduct this same amount for U.S. federal income tax purposes.
RESTRICTED STOCK AWARDS
A recipient of a restricted stock award generally will recognize compensation taxable as ordinary income when the shares cease to be subject to restrictions in an amount equal to the excess of the fair market value of the shares on the date the restrictions lapse over the amount, if any, paid by the participant with respect to the shares.
Instead of postponing the federal income tax consequences of a restricted stock award until the restrictions lapse, the participant may elect to recognize compensation taxable as ordinary incomethree financial performance measures that, in the year ofCompany's assessment, represent the award in an amount equalmost important performance measures used to the fair market value of the shares at the time of receipt. This election is made under Section 83(b) of the Code. A Section 83(b) election is made by filing a written notice with the Internal Revenue Service office with which the participant files his or her federal income tax return. The notice must be filed within 30 days of the date of grant of the restricted stock awardlink CAP for which the election is made and must meet certain technical requirements.our NEOs to Company performance for fiscal 2023.
The tax treatment of a subsequent disposition of restricted stock will depend upon whether the participant has made a timely and proper Section 83(b) election. If the participant makes a timely and proper Section 83(b) election, when the participant sells the restricted shares, the participant will have short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. If no Section 83(b) election is made, any disposition after the restrictions lapse generally will result in short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the amount, if any, paid by the participant with respect to the shares, plus the amount of taxable ordinary income recognized by the participant either at the time the restrictions lapsed or at the time of the Section 83(b) election, as the case may be. If the participant forfeits the shares to the Company (e.g., upon the participant’s termination prior to expiration of the restriction period), the participant may not claim a deduction with respect to the income recognized as a result of making a Section 83(b) election.
Any dividends paid with respect to shares of restricted stock generally will be taxable as ordinary income to the participant at the time the dividends are received.
RESTRICTED STOCK UNITS
A participant generally will not recognize income at the time a restricted stock unit is granted. When any part of a restricted stock unit is issued or paid, the participant generally will recognize compensation taxable as ordinary income at the time of such issuance or payment in an amount equal to the cash and then fair market value of any shares the participant receives.
OTHER AWARDS
The U.S. federal income tax consequences of other awards under the Plan will depend upon the specific terms of each award.
TAX CONSEQUENCES TO THE COMPANY
In the foregoing cases, the Company generally will be entitled to a deduction at the same time and in the same amount as a participant recognizes ordinary income, subject to certain limitations imposed under the Code.
SECTION 409A
We intend that awards granted under the Plan comply with, or otherwise be exempt from, Section 409A of the Code.
TAX WITHHOLDING
The Company is authorized to deduct or withhold from any award granted or payment due under the Plan, or require a participant to remit to the Company, the amount of any withholding taxes due in respect of the award or payment. Tendering shares held by the participant or share withholding for taxes is permitted.

Adjusted Revenue
Adjusted EBIT
Stock price
.


20202023 PROXY STATEMENT 6156

SHAREHOLDER PROPOSAL

PROPOSAL 3
FREQUENCY OF ADVISORY VOTES ON
EXECUTIVE COMPENSATION
In accordance with the requirements of Section 14A of the Exchange Act, we are submitting to shareholders an advisory vote on whether to present our advisory "say-on-pay proposal" to shareholders every one year, every two years, or every three years. Under Exchange Act rules, we are required to present this "say-on-pay vote frequency proposal" at least once every six years. When shareholders last voted on a say-on-pay vote frequency proposal, at the 2017 Annual Meeting of Shareholders, the Board recommended holding a say-on-pay vote annually, and approximately 94% of the votes cast were voted in favor of holding such a vote annually.
The Board continues to value shareholder feedback on our executive compensation program, and believes that an annual say-on-pay vote offers a strong mechanism for all shareholders to provide timely input on the Company's executive compensation practices and policies.
Because your vote is advisory, it will not be binding on the Board. However, the Board values shareholder opinions, and will take into account the outcome of the vote when considering the frequency of future say-on-pay votes.
BOARD RECOMMENDATION
Image106.jpg
The Board of Directors recommends that shareholders vote for future shareholder advisory votes on executive compensation to be held every 1 YEAR.

57 NIKE, INC.

AUDIT MATTERS
PROPOSAL 4
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit & Finance Committee of the Board of Directors has sole authority to retain, with shareholder ratification, the Company's independent registered public accounting firm. The Audit & Finance Committee directly oversees the firm's work with respect to the annual audit of the Company's consolidated financial statements and internal control over financial reporting and approves all audit engagement fees and terms. At least annually, the Audit & Finance Committee evaluates the independent registered public accounting firm's qualifications, performance, and independence, including a review and evaluation of its lead partner. The Audit & Finance Committee is also involved in the selection of the new lead engagement partner following mandated rotation of the firm’s lead partner, and is responsible for considering the benefits of rotation of the Company’s independent registered public accounting firm.
The Audit & Finance Committee has appointed PricewaterhouseCoopers LLP ("PwC") to audit the Company's consolidated financial statements and internal control over financial reporting for the fiscal year ending May 31, 2024 and to render other professional services as required.
PwC has served as the Company's independent registered public accounting firm for many years. The Audit & Finance Committee and the Board of Directors believe that the continued retention of PwC as the independent registered public accounting firm is in the best interests of the Company and its shareholders.
Accordingly, the Audit & Finance Committee is submitting the appointment of PwC to shareholders for ratification. If the appointment is not ratified by our shareholders, the Audit & Finance Committee may reconsider whether it should appoint another independent registered public accounting firm.
Representatives of PwC will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to questions.
Aggregate fees billed by the Company's independent registered public accounting firm, PwC, for audit services related to the most recent two fiscal years, and for other professional services incurred in the most recent two fiscal years, were as follows:
TYPE OF SERVICE20232022
Audit Fees(1)
$18.7 million$18.1 million
Audit-Related Fees(2)
0.3 million0.3 million
Tax Fees(3)
0.2 million0.1 million
All Other Fees(4)
0.8 million0.8 million
Total$20.0 million$19.3 million
(1)Comprises the audits of the Company's annual financial statements and internal controls over financial reporting, and reviews of the Company's quarterly financial statements, as well as statutory audits of Company subsidiaries, attest services and consents to SEC filings.
(2)Comprises services including consultations regarding financial accounting and reporting.
(3)Comprises services for tax compliance, tax planning and tax advice. Tax compliance includes services for compliance related tax advice, as well as the preparation and review of both original and amended tax returns for the Company and its consolidated subsidiaries. Tax compliance related fees represented $0.1 million of the tax fees for fiscal 2023 and $0.1 million of the tax fees for fiscal 2022. The remaining tax fees primarily include tax advice.
(4)Comprises other miscellaneous services.
In accordance with the Sarbanes-Oxley Act of 2002, the Audit & Finance Committee established policies and procedures under which all audit and non-audit services performed by the Company's independent registered public accounting firm must be approved in advance by the Audit & Finance Committee. During fiscal 2023 and fiscal 2022, all such services performed by, and fees paid to, PwC were approved in advance.
BOARD RECOMMENDATION
Image117.jpg
The Board of Directors recommends that shareholders vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending May 31, 2024.


2023 PROXY STATEMENT 58

REPORT OF THE AUDIT & FINANCE COMMITTEE
The Audit & Finance Committee has:
•Reviewed and discussed the audited financial statements with management.
•Discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC.
•Received the written disclosures and the letter from the independent accountants required by applicable requirements of the PCAOB regarding the independent accountants' communications concerning independence, and has discussed with the independent accountant the independent accountant's independence.
•Based on the review and discussions above, recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the last fiscal year for filing with the Securities and Exchange Commission.
Members of the Audit & Finance Committee:
•Alan Graf, Jr., Chair
•Maria Henry
•Peter Henry
•Robert Swan

59 NIKE, INC.

SHAREHOLDER PROPOSALS
PROPOSAL 5
TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONSSUPPLEMENTAL PAY EQUITY DISCLOSURE


The following shareholder proposal (the "Proposal") will be voted on at the Annual Meeting only if properly presented by or on behalf of the shareholder proponent. Mercy A. Rome,Mary McInnes, c/o Newground Social Investment, 111 Queen Anne Ave N, Suite 500, Seattle, WA 98109,Arjuna Capital, 13 Elm Street, Manchester, MA 01944, a beneficial owner of at least $25,000 of Class B Stock, submitted the Proposal together with co-filer Change Finance, P.B.C. The Board of Directors recommends a vote AGAINST the proposal and asks shareholders to read through NIKE's response which follows the shareholder proposal.

Racial and Gender Pay Gaps

Whereas: Pay inequities persist across race and gender and pose substantial risk to companies and society at large. Black workers’ hourly median earnings represent 81 percent of white wages. The median income for women working full time is 83 percent that of men. Intersecting race, Black women earn 64 cents, Native women 51 cents, and Latina women 54 cents. At the current rate, women will not reach pay equity until 2059, Black women until 2130, and Latina women until 2224.

Citigroup estimates closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional income. PwC estimates closing the gender pay gap could boost Organization for Economic Cooperation and Development countries’ economies by 2 trillion dollars annually.

Actively managing pay equity is associated with improved representation, and diversity is linked to superior stock performance and return on equity. Minorities represent 60 percent of Nike's workforce, but only 30 percent of leadership. Women represent 49 percent of Nike's workforce and 43 percent of leadership.

Best practice pay equity reporting consists of two parts:

1. unadjusted median pay gaps, assessing equal opportunity to high paying roles,
2. statistically adjusted gaps, assessing pay between minorities and non-minorities, men and women,
performing similar roles.

Nike reports only statistically adjusted gaps but ignores unadjusted gaps, which address structural bias women and minorities face regarding job opportunity and pay, particularly when men hold most higher paying jobs. Median pay gaps show, quite literally, how Nike assigns value to employees through the roles they inhabit and pay they receive. Median gap reporting also provides a digestible and comparable data point to determine progress over time.

Racial and gender median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, Organization for Economic Cooperation and Development, and International Labor Organization. The United Kingdom and Ireland mandate disclosure of median gender pay gaps. Nike discloses data for United Kingdom employees, reporting a median hourly gender pay gap of 7 percent and median bonus gap of 33 sharespercent.

Resolved: Shareholders request Nike report on median pay gaps across race and gender, including associated policy, reputational, competitive, and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information.

Racial/gender pay gaps are defined as the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings (Wikipedia/OECD, respectively).

Supporting Statement: An annual report adequate for investors to assess performance could, with board discretion, integrate base, bonus and equity compensation to calculate:
•percentage median gender pay gap, globally and/or by country, where appropriate
•percentage median racial/minority/ethnicity pay gap, US and/or by country, where appropriate


2023 PROXY STATEMENT 60

OPPOSITION STATEMENT
The Board of Directors recommends that shareholders vote AGAINST this proposal because:
•We remain committed to the principle of equal pay for equal work and to enhancing the representation of diverse individuals at all levels of the Company; and
•Our current initiatives and public disclosures, including the pay equity data published in our annual Impact Report, already address the underlying rationale for the proposal and provide our shareholders with more relevant information about NIKE's commitment to pay equity and increasing diversity, equity, and inclusion ("DE&I") at all levels of the Company than the requested measure.

We remain committed to maintaining pay equity, increasing diversity at all levels of the Company, and providing transparency. As demonstrated by the 2025 People targets set forth in NIKE's annual Impact Report, NIKE is committed to fostering a diverse, equitable, and inclusive culture by focusing on representation, education, development, and community. We believe that diversity is a key component of innovation and strive to build a creative and inclusive environment, where all voices are welcomed and heard.

Our pay equity ratio, which is disclosed annually in our Impact Report, reflects our commitment to deliver equal pay for equal work. NIKE defines pay equity as equal compensation for employees across gender, race, and ethnicity, who undertake the same work at the same career level, location, experience, and performance. We have achieved and maintained a global pay equity ratio of 1:1 for men to women and a 1:1 pay equity ratio for white employees to racial and ethnic minorities in the United States. We regularly monitor internal pay infrastructure and annually review our compensation and promotion practices across all geographies, functions, and business units with the goal of ensuring we continue to achieve pay equity every year. During fiscal 2022, we also enhanced our commitment to educate employees on talent and pay practices by expanding our resources and hosting live training sessions with the goal of strengthening manager capability and confidence in having productive pay conversations.

In addition to our commitment to maintaining pay equity, we are also focused on increasing gender and racial diversity throughout the Company, including among our leadership ranks. In our annual Impact Report we disclose the actual percentage representation of women globally and racial and ethnic minorities in the United States and its trend over time to enable our shareholders to track the progress that we have made in advancing diversity in our workforce generally as well as specifically in senior leadership roles.

We have also committed to specific 2025 targets related to pay equity as well as DE&I at the Company. For example, we have adopted specific representation-related targets, including achieving 50% representation of women in the global corporate workforce, 45% representation of women globally at the VP level, 35% representation of racial and ethnic minorities in our U.S. workforce, and 30% representation of racial and ethnic minorities at the Director level and above in the United States. We have already achieved many of these targets. As of fiscal 2022, women make up 51% of our global corporate workforce and racial and ethnic minorities make up 39% of our workforce in the United States and we have increased VP-level representation for women globally to 44% (a 17 percentage point increase from 2015) and for racial and ethnic minorities in the United States to 35% (a 19 percentage point increase from 2015). NIKE also discloses its Federal Employer Information Report EEO-1 Data, although we do not use the EEO-1 Data to measure progress or believe it is appropriate to do so. The EEO-1 Data for 2021 is available on the Company’s website. And at the Board level, NIKE has adopted a set of qualification standards for director nominees, which includes, among other things, diversity and inclusion as a factor.

We maintain robust policies and programs to advance our diversity, equity, and inclusion goals throughout the Company by ensuring a diverse breadth of talent in our pipeline and developing and supporting our female and U.S. racial and ethnic minority employees. Although we have made good progress with respect to DE&I, we know there is more work to be done. We have continued to expand our programming to recruit, develop, promote, and retain diverse employees. We have scaled up our efforts to recruit the best and the brightest talent through traditional executive and campus recruiting channels and by expanding and deepening our relationships with Historically Black Colleges and Universities ("HBCUs") and Hispanic-Serving Institutions ("HSIs"). We have also launched innovative programs, such as the Serena Design Crew, an eight-month apprenticeship program designed to bring diverse, talented individuals together to work on a Serena inspired collection, and Women in Nike ("WIN"), a two-year program to provide relevant and dynamic work experience for retired or retiring WNBA players.

61 NIKE, INC.

Specific highlights of our recent efforts to enhance the recruitment, development, and retention of diverse talent at all levels of the Company include:
•Increasing our focus on diversity recruitment programs, including by expanding and deepening our relationships with HBCUs and HSIs through year-round engagement, workshops, and a commitment to a $10 million investment in HBCUs and HSIs by 2025.
•Innovative programs aimed at building a pipeline of exceptional and diverse candidates, such as our Serena Design Crew apprenticeship for diverse and talented individuals and our WIN initiative for retired or retiring WNBA players.
•Strategies to attract and select diverse candidates for our intern program through inclusive intern hiring and full-time employee conversion.
•Eight employee-formed and managed networks that help build community for a diverse spectrum of individuals across the Company, such as the Black Employee Network and Friends, Latino & Friends Network, Native American Network & Friends, PRIDE Network and Women of Nike & Friends.
•A new Inclusive Leadership education certification within our ongoing VP leadership program for all NIKE executives across the globe.
•A custom unconscious bias awareness training was developed and rolled out to all employees in fiscal 2023.
•Our Board’s ongoing oversight of the Company’s DE&I policies as well as the Corporate Responsibility, Sustainability & Governance Committee's regular review and evaluation of significant DE&I strategies, activities, policies, investments, and programs.
•Benefits that are responsive to our employees’ diverse needs, including transgender healthcare coverage and fertility, adoption, and surrogacy benefits.

At NIKE, DE&I is integrated into the entire Talent agenda from the very beginning of the employee experience, with measurement and leadership accountability throughout each employee's career. Finally, NIKE supports our recruitment, development, promotion, and retention efforts through investments in DE&I education for all employees, to ensure that our people have the awareness and understanding necessary to build and retain diverse and inclusive teams; to empower and enable employees to grow their careers at NIKE through professional development programs and experiences; and to ensure an ecosystem of belonging and access for our internal communities through our eight employee networks.

Our long-standing commitment to and support of gender and racial equality has been affirmed by many organizations. For example, NIKE has earned the title of Best Place to Work for LGBTQ+ employees for the 20th year in a row, with a perfect score on the 2022 Corporate Equality Index, and Forbes named NIKE as one of the Best Employers for Diversity in 2023.

More information about our key initiatives and diversity metrics is available in the Diversity, Equity & Inclusion section of our website and in our FY22 NIKE, Inc. Impact Report, both of which are available through the Impact section of our website.

As described above, we continue to provide information about our pay infrastructure, pay equity, and the representation of women and racial and ethnic minority employees in senior leadership positions on our website and in our annual Impact Report. We believe that a commitment to transparency helps to build trust with our shareholders and internal and external stakeholders and holds us accountable to our commitments, which is why we continue to provide such information to our shareholders.

In contrast, the median pay gap measure seeks to compare the pay of two employees whose compensation happens to fall at the midpoint of the pay range among those employees sharing the relevant gender, racial, or ethnic characteristic, without adjusting for relevant factors that can explain differences in pay, such as their different role, skills, performance, experience, tenure, or location. Although the proposal is aimed at providing transparency with respect to pay equity and equal opportunity, this statistic does not demonstrate whether our women and racial and ethnic minority employees are being paid fairly for the roles that they are doing nor does it accurately depict female or racial and ethnic representation at NIKE’s different locations around the globe.

Our shareholders would not benefit from a surrogate measurement of pay equity that ultimately does not provide any meaningful supplemental information to our existing disclosures. Our shareholders seem to agree since a similar proposal received from the proponent in 2021 received the support of only approximately 18% of votes cast.

In summary, the Board of Directors believes the proposal is unnecessary because NIKE already publicly discloses information with respect to our DE&I initiatives, pay equity, and diversity metrics and provides our shareholders with meaningful insight into our progress in this area that more effectively responds to the underlying objective of the proposal than the unadjusted median pay gap disclosure requested by the proposal would.

BOARD RECOMMENDATION
X
The Board of Directors recommends that shareholders vote AGAINST the shareholder proposal.

2023 PROXY STATEMENT 62

PROPOSAL 6
TO CONSIDER A SHAREHOLDER PROPOSAL REGARDING A SUPPLY CHAIN MANAGEMENT REPORT

The following shareholder proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the shareholder proponent. Tulipshare Ltd., 64 Nile Street, International House, London, England, N1 7SR UK, a beneficial owner of at least $25,000 of Class B Stock, submitted the Proposal. The Board of Directors recommends a vote AGAINST the Proposalproposal and asks shareholders to read through NIKE’sNIKE's response which follows the shareholder proposal.


RESOLVED: That the shareholders Shareholders of NIKE,Nike, Inc. ("NIKE" or "Company"Nike") hereby request that the Company provideBoard oversee and issue a report updated semiannually, disclosingto shareholders, at reasonable cost and omitting proprietary information, assessing the Company’s:effectiveness of its existing supply chain management infrastructure in ensuring alignment with Nike's equity goals and human rights commitments.


1. PoliciesSUPPORTING STATEMENT: In the Board’s discretion we recommend Nike's report include:
•Assessment of whether existing policies and proceduresimplementation mechanisms, such as codes, guidance and supply chain contract terms ensure alignment throughout the value chain;
•Methodology and metrics to track and measure performance on forced labor and wage theft risks;
•Consistency with OECD Guidelines, UN Guiding Principles, and Sustainable Development Goals;
•Consideration of American Bar Association (ABA) Model Contract Clauses on human rights in the supply chain; and
•Whether the assessment yields any changes to Company policies, decision making, and implementation mechanisms.

WHEREAS: In the apparel industry, forced labor occurs both in the production of raw materials and during manufacturing, especially at lower tier suppliers. An estimated 27.6 million people are trapped in forced labor, with annual increases in forced labor driven entirely by the private economy.1 UN Guiding Principles require corporate responsibility to respect human rights within operations and supply chains. Shareholders agree Nike should expand "opportunity for making,women"2 considering a majority of Nike's garment workers are women3 and the exacerbated human rights violations during the pandemic.4

Nike's impact report includes continued support for the UN Global Compact.5 However, Nike's communication on progress only meets six of seventeen Sustainable Development Goals.6 Nike has not disclosed adequate analysis regarding the efficacy of traceability steps taken to address the risks of alleged Uyghur forced labor across its supply chain tiers, nor does Nike disclose engagement with affected rightsholders or whether remedies are satisfactory to victims; KnowTheChain identified Nike policies in need of improvement: purchasing practices, worker voice, and remedy.7

In 2022, the EU adopted a Directive on corporate fundssustainability due diligence in global value chains, requiring companies like Nike to identify, prevent, end or assets, contributionsmitigate adverse impacts on human rights.8 This Directive sets obligations, penalties and expenditures (direct or indirect) to: (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidateliability for public office, or: (b) influence the
general public, or any segment thereof,large companies, with respect to their own operations, subsidiaries, and business partners.9

In 2023, garment-worker unions and labor-rights groups filed a complaint alleging Nike's treatment of workers and unpaid wages violated OECD guidelines.10 Nike allegedly owes an electionestimated $1.4 million in unpaid wages to Cambodian garment workers,11 with Nike's overall wage theft from workers alleged at $28 million.12

One possible approach for Nike to fulfil its responsibility to avoid causing or referendum.

2. Monetary and non-monetary contributions and expenditures (direct and indirect) usedcontributing to adverse human rights impacts in the manner described in section 1 above, including:

a. The identityits supply chain is deployment of the recipient as well as the amount paid to each; and

b.ABA's Model Contract Clauses. The title(s) of the person(s) in the Companycontract clauses are aimed at ensuring responsible for decision-making.

The report shall be presented to the board of directors or relevant board committee and posted on the Company's website within 12 months from the date of the annual meeting. This proposal does not encompass lobbying spending.
SUPPORTING STATEMENT

As long-term shareholders of NIKE, we support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code,purchasing practices, such as directreasonable assistance to suppliers, responsible exit, and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates.victim remedies.13


Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010 Citizens United decision, which said, "[D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight to different speakers and messages."1 https://www.ilo.org/wcmsp5/groups/public/---ed_norm/---ipec/documents/publication/wcms_854733.pdf

2 https://about.nike.com/en/newsroom/statements/a-letter-from-our-president-and-ceo
Publicly available records show NIKE has contributed at least $2.1 million in corporate funds since the 2010 election cycle (CQMoneyLine: http:3 https://moneyline.cq.com; National Institute on Money in State Politics: http:manufacturingmap.nikeinc.com/
4 https://www.followthemoney.org).www.payyourworkers.org/ramatex

5 https://purpose-cms-preprod01.s3.amazonaws.com/wp-content/uploads/2022/03/17210319/FY21_NIKE-Impact-Report.pdf
However, relying on publicly available data does not provide a complete picture the Company's electoral spending. For example, the Company's payments to trade associations and other tax-exempt groups that may be used for election-related activities are undisclosed and unknown. This proposal asks the Company to disclose all of its electoral spending, including payments to trade associations and other tax-exempt organizations, which may be used for electoral purposes. This would bring our Company in line with a growing number of leading companies, including The Coca-Cola Company, Microsoft Corporation, and Kellogg Company, which present this information on their websites.6 https://unglobalcompact.org/participation/report/cop/active/464879

7 https://knowthechain.org/company/nike_2021/#resources
The Company's Board and shareholders need comprehensive disclosure to fully evaluate the use of corporate assets in elections.8 https://ec.europa.eu/commission/presscorner/detail/en/ip_22_1145

9 https://www.consilium.europa.eu/en/press/press-releases/2022/12/01/council-adopts-position-on-due-diligence-rules-for-large-companies/
THEREFORE: Please vote FOR this critical governance reform.10 https://www.businessoffashion.com/articles/sustainability/worker-rights-nike-oecd-complaint-covid-19-pandemic-wage-theft/; https://globallaborjustice.org/wp-content/uploads/2023/02/OECD-Fact-Sheet-Nike.pdf
11 https://www.business-humanrights.org/en/latest-news/cambodia-trade-unions-demand-nike-matalan-pay-garment-workers-from-closed-factory-14-million-in-unpaid-compensation-damages/
12 https://asia.floorwage.org/wp-content/uploads/2022/02/Money-Heist_Book_Final-compressed.pdf
13 https://www.americanbar.org/content/dam/aba/administrative/human_rights/contractual-clauses-project/mccs-full-report.pdf



6263 NIKE, INC.


OPPOSITION STATEMENT

The Board of Directors recommends that shareholders vote AGAINST this Proposalproposal because:
•
Our current policies and public disclosures already address many of the items requested by the Proposal;
•
In the Board’s judgment, more disclosure than we already provide would not beNIKE strongly believes in, the best interests of shareholders; and
•
NIKE received virtually identical proposals for its Annual Meetings in 2012, 2013, 2015, 2016, 2017, and 2018 and the proposals were rejected by approximately 78%, 82%, 73%, 71%, 70%, and 73%, respectively, of shares voted.

Frankly, we agree with our shareholders.

NIKE is committed to respecting, human and labor rights throughout our operations and supply chain;
•NIKE's commitment to ethical practices in our own operations and our supply chain begins at the highest level;
•NIKE expects, and supports the creation of, world-class, safe, and healthy workplaces for the people making our products;
•NIKE continues to evolve and strengthen our expectations and practices; and
•NIKE's policies effectively articulate our long-standing commitment to human rights and sustainable sourcing, rendering the proposal unnecessary.

NIKE strongly believes in, and is committed to respecting, human and labor rights throughout our operations and supply chain. NIKE is deeply committed to ethical standards when engagingand responsible manufacturing and to the goal that all people who make and move NIKE products are respected and valued. To inform our expectations of third-party manufacturers and suppliers, we look to the human rights defined in political activities. We have strong governance practices and accountability in corporate spending on political activities, and maintain a levelthe Universal Declaration of transparency that we believe allows shareholders to have the information they need to make informed decisions. This Proposal is unnecessary to achieve these objectivesHuman Rights and the proponent offers no new compelling evidence or arguments in supportInternational Labour Organization’s ("ILO") Declaration on Fundamental Rights at Work and consider the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises as best practices for understanding and managing human rights risks and impacts. Using these standards, we have developed a Supplier Code of the Proposal.

NIKE’s Political Contributions Policy (the "Policy"Conduct ("Supplier Code of Conduct") is designed to give shareholders confidence that there is proper oversight of political activity and to allow shareholders to assess any risks associated with significant contributions. All of our political contributions and expendituresCode Leadership Standards ("CLS"), which are made in accordance with the Policy and our objective is to strictly comply with all public reporting laws. Our Policy ensures that political contributions, trade group memberships, and policy statements are made in a manner consistent with NIKE's core values to protect or enhance shareholder value, without regard to the private political preferences of our corporate officers. Our Policy describes the policies and procedures for making corporate political contributions, how they are approved, who must approve them, and how they are reported to the Board’s Corporate Responsibility, Sustainability & Governance Committee. Our Policy ispublicly available on our website at http://investors.nike.com/investors/corporate-governance.and translated into 15 languages, and which set strong expectations for the contract manufacturers that manufacture our finished products ("suppliers"), as well as procedures for measuring compliance with such expectations. The Supplier Code of Conduct lays out minimum standards NIKE expects each supplier to meet in producing NIKE products and includes strict requirements regarding forced and child labor, excessive overtime, compensation, and freedom of association, among other requirements. The CLS articulates how NIKE measures suppliers' compliance efforts and progress against our Supplier Code of Conduct, including specific requirements on the management of key forced labor risks. NIKE also explicitly requires our suppliers to comply with all local and country-specific labor laws as well as the CLS and our Supplier Code of Conduct. NIKE has progressively raised expectations for our suppliers through evolving the standards within the Supplier Code of Conduct and CLS. Recent updates include broadening the definitions of employment fees to be borne by suppliers and strengthening the oversight requirements for labor agents recruiting and hiring foreign migrant workers.


ConsistentWe monitor compliance with our Policy, we also annually disclose on our website all direct political contributionsthe Supplier Code of Conduct and CLS through regular internal and external third-party audits, both announced and unannounced, to any candidate, political party, or ballot initiative in any year that exceed $100,000,track the environmental and all political contributions in any U.S. state where we make more than 50%social performance of our political contributions in any year. We believe these disclosures provide shareholders meaningful informationcontract manufacturers against those expectations. In the event of alleged noncompliance, we investigate and, if improvements are required, we take a collaborative approach to assess any risks posedworking with suppliers to verify corrective actions are taken, problems are remediated, and managers have onsite verification. Should a supplier fail to remediate issues identified by significant political contributions. Our disclosures are simple, accurate,an audit, it is subject to review and clearsanctions, including potential termination of the supplier relationship.

NIKE works to elevate human potential through our products, third party relationships, and operations, something that cannot be accomplished without a fundamental respect for human rights throughout NIKE's operations. NIKE expects the same from our suppliers, and we have published them for every year since 2012.

Our Policyfocus on working with long-term, strategic suppliers that demonstrate a commitment to engaging their workers, providing safe working conditions, and advancing environmental responsibility. This includes working to combat risks of forced labor. NIKE discloses all of the independent contract manufacturers and the majority of material vendors used to manufacture NIKE products in an interactive and publicly available NIKE Manufacturing Map. NIKE also requires our suppliers to source materials from vendors that management annually report on complianceare compliant with NIKE's Supplier Code of Conduct, Traceability Standards, and Restricted Substances List.

NIKE's commitment to ethical practices in our Policy toown operations and our supply chain begins at the Board’shighest level. The Board's Corporate Responsibility, Sustainability & Governance Committee reviews and reviewevaluates the strategic priorities for political contributionsCompany's significant strategies, activities, policies, investments, and trade association affiliations,programs regarding corporate purpose, including corporate responsibility, sustainability, human rights, and global community and social impact, and provides oversight of management’s efforts to ensure theythat the Company's dedication to sustainability (including environmental sustainability and human rights) is reflected in our business operations. NIKE's Responsible Supply Chain team manages the day-to-day human rights and environmental impacts and risks across the global supply chain, and drives appropriate strategies to fuel a transparent and responsible supply chain that enables NIKE's growth, builds resilience, and protects the future of sport.

NIKE works closely with suppliers, industry associations, brands, civil society, and other stakeholders to build world-class, safe, and healthy workplaces for the people making our products. NIKE believes that addressing complex and critical human rights risks, like forced labor, requires multi-stakeholder collaboration. We continually evaluate and update our systems to identify and address risks in the supply chain, including those related to forced labor. Where we identify potential adverse human rights impacts related to supply chain workers, we take steps to prevent and mitigate such impacts by leveraging our business relationships and collaborating with suppliers, stakeholders, and other brands.

NIKE is a founding signatory to the American Apparel and Footwear Association and Fair Labor Association’s Apparel & Footwear Industry Commitment to Responsible Recruitment. The principles of the Commitment, centered on addressing risks for forced labor, are aligned with NIKE's standards and the work we have been doing for more than a decade with the contract factories that manufacture our products. We believe this builds on the multi-sector focus to drive change in the dynamics of how workers are recruited, including for crossborder employment. NIKE is also a member of the Leadership Group for Responsible Recruitment, an initiative of the Institute for Human Rights and Business, and is a member of the Responsible Labor Initiative, an initiative of the Responsible Business Alliance, to further the Company’s work and goals on eliminating forced labor risks in our supply chain. Each organization helps NIKE to advance core aspects of our strategy.

2023 PROXY STATEMENT 64

A few of our fiscal 2022 highlights relating to our efforts to promote human and labor rights throughout our supply chain include:
•Expanding our use of the CUMULUS Forced Labor ScreenTM (a due diligence tool to help identify risks related to the recruitment of foreign migrant workers by NIKE suppliers) to all Tier 1 finished goods and strategic Tier 2 suppliers hiring foreign migrant workers in our extended supply chain.
•Collaborating with the Fair Labor Association and ILO's Better Work Programme to support the delivery of Better Work's trainings to workers at several suppliers in Jordan, focused on topics like mental well-being, sexual harassment prevention, and workplace communication.
•Expanding our collaboration with the Issarra Institute by launching their Foreign Migrant Workers assessment survey in a factory in Thailand to assess gaps in the foreign migrant worker recruitment process, implementation of the Employer Pays Principle (prohibiting workers from paying fees for their employment), and working conditions.

NIKE continues to collaborate with industry experts, suppliers, industry associations, stakeholders, and other organizations to understand, evaluate and address matters related to forced labor. NIKE also continues to expand and evolve our work with other industry peers, NGOs, and organizations on issues of human rights in the countries where the Company and our suppliers operate.

NIKE continues to evolve and strengthen our expectations and practices. NIKE continues to refine our approach to supplier sustainability. We continue to adopt new strategies so our suppliers understand how to grow with NIKE's business in a sustainable and safe way. We develop five-year targets to enhance NIKE's sustainable sourcing practices, which are disclosed to shareholders in our annual Impact Report. Historically we have set an ambitious target of sourcing 100% from facilities that meet our foundational labor, health, safety, and environmental standards, focusing on finished goods manufacturing partners that we contract with directly. For our 2025 targets, we expanded the scope of this target to include key material suppliers (supplying approximately 90% of our footwear uppers and apparel materials) and focus distribution centers (representing at least 80% of volume), as well as NIKE owned or operated manufacturing facilities.

In addition, in fiscal year 2021, we updated our Supplier Code of Conduct to better reflect our priorities across labor, health and safety, and the environment, drive consistency across the NIKE supply chain and progress toward our 2025 targets. As part of these changes, we added a new requirement for suppliers to develop and share their own internal Code of Conduct. This supports suppliers in fully integrating our expectations into their own business practices and compliance policies. We also strengthened expectations on identifying and addressing forced labor and child labor by elevating key risks of forced labor beyond recruitment fees to include freedom of movement, debt bondage, and building sufficient systems to manage employment relationship of vulnerable worker groups like foreign workers. We clarified examples of hazardous work to align with the long-term business objectivesminimum working age and elevated requirements around nonretaliation or interference/intimidation to prevent right to freely associate.

As always, we plan to support our suppliers as we work together to meet our aggressive targets and implement the changes in our Supplier Code of the Company.

The additional disclosure requested in this Proposal could place NIKE at a competitive disadvantage by revealing strategiesConduct. We have transitioned to common industry assessments on environment, labor, and priorities designedhealth and safety to protect the economic future of NIKE, its employeesreduce duplication and its shareholders. Givenaudit fatigue for suppliers working with multiple brands, and to ensure that partieswe work with interests adverse to NIKE also participateothers in the political processindustry to drive impact with a unified voice. We have also enhanced supplier access to training and capacity building to
improve management systems, adopt technical improvements in environmental, labor, and health and safety standards, and to sustain those improvements.

NIKE is committed to sharing with our stakeholders how we manage social and environmental issues and impacts. At NIKE, we set open goals and implement transparent policies to promote human and labor rights and the ethical production of our products, while sharing our progress and learnings along the way. Each year's annual Impact Report highlights our progress towards our five-year targets and describes the work undertaken to support that progress. The Responsible Sourcing page of our website goes into further detail and includes our Supplier Code of Conduct and our CLS, which, as described above, specifies how contract manufacturers should implement the Supplier Code of Conduct and articulates how we measure supplier compliance efforts and progress against our Supplier Code of Conduct, including specific requirements on the management of key forced labor risks.

Finally, we have published our Statement on Forced Labor, Human Trafficking and Modern Slavery for Fiscal Year 2022 on our website. The statement describes NIKE's commitment to ethical and responsible manufacturing, our ongoing supplier diligence and monitoring to identify and assess potential forced labor risks, how we engage with suppliers to prioritize the well-being of their business advantage, any unilateral expanded disclosure could benefit them, while harming the interests of NIKEworkers, and its shareholders.our partnerships with various organizations to drive collaborative efforts to address critical human rights risks, such as forced labor.


In summary, NIKE continues to work tirelessly to integrate respect for people and the planet throughout NIKE's entire business, including our supply chain, and to disclose our initiatives and policies so our shareholders have meaningful insight into our progress in this area. We believe that our decades of commitment to these issues have led to effective and impactful solutions. The Board of Directors believes that the Proposal is unnecessary because NIKE has followed a comprehensive policyCompany's policies effectively articulate our long-standing support for, oversight and disclosure of political contributions for many years. If adopted,continued commitment to, human rights and sustainable sourcing, rendering the Proposal would cause NIKE to incur undue costproposal ineffective and administrative burden, as well as competitive harm, without commensurate benefit to our shareholders. Our shareholders have understandably rejected this Proposal six times before.


unnecessary.
BOARD RECOMMENDATION
X
The Board of Directors recommends that shareholders vote AGAINST the shareholder proposal.


65 NIKE, INC.



2020 PROXY STATEMENT 63


STOCK OWNERSHIP INFORMATION
STOCK HOLDINGS OF CERTAIN OWNERS AND MANAGEMENT
The following table sets forth the number of shares of the classes of NIKE securities beneficially owned, as of June 30, 2020,2023, after giving effect to any transactions that occurred on such date, by (i)(1) each person known to the Company to be the beneficial owner of more than 5five percent of any class of the Company’sCompany's securities, (ii)(2) each of the directors and nominees for director, (iii)(3) each executive officer listed in the Summary Compensation Table ("Named Executive Officers"), and (iv)(4) all directors, Named Executive Officers, and other executive officers as a group. Because Class A Stock is convertible into Class B Stock on a share-for-share basis, each beneficial owner of Class A Stock is deemed by the SEC to be a beneficial owner of the same number of shares of Class B Stock. Therefore, in indicating a person’sperson's beneficial ownership of shares of Class B Stock in the table, it has been assumed that such person has converted into Class B Stock all shares of Class A Stock of which such person is a beneficial owner. For these reasons the table contains substantial duplications in the numbers of shares and percentages of Class A and Class B Stock shown for Swoosh, LLC, Philip H. Knight, and the Travis A. Knight 2009 Irrevocable Trust II, and Travis A. Knight in his capacity as the Trustee of such Trust.II. In addition, unless otherwise indicated, all persons named below can be reached c/o Ann M. Miller, Vice President, Corporate Secretary, and Chief Ethics & Compliance Officer, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453.
 TITLE OF CLASS
SHARES BENEFICIALLY
OWNED(1)
 
PERCENT OF
CLASS(2)

Cathleen A. BenkoClass B6,308 —
Elizabeth J. ComstockClass B58,809
(3) 
—
John G. ConnorsClass B110,890
(3) 
—
Timothy D. CookClass B95,809
(3) 
—
John J. Donahoe II(5)
Class B21,041 —
Thasunda B. DuckettClass B1,918 —
Alan B. Graf, Jr.Class B190,801 —
Peter B. HenryClass B4,046 —
Travis A. KnightClass A40,756,369
(4) 
12.9%
 Class B40,778,638
(4) 
3.2%
Mark G. Parker(5)
Class B4,437,366
(3)(6) 
0.4%
Michelle A. PelusoClass B21,143 —
John W. Rogers, Jr.Class B12,851 —
John R. Thompson, Jr.Class B82,693
(7) 
—
Andrew Campion(5)
Class B517,251
(3) 
—
Matthew Friend(5)
Class B196,033
(3) 
—
Hilary K. Krane(5)
Class B596,172
(3)(6) 
—
Monique Matheson(5)
Class B273,039
(3)(6) 
—
John F. Slusher(5)
Class B595,335
(3)(6) 
—
Elliott J. Hill(5)
Class B355,838
(3) 
—
Eric D. Sprunk(5)
Class B517,664
(3) 
—

TITLE OF CLASS
SHARES BENEFICIALLY
OWNED(1)
PERCENT OF
CLASS(2)
Cathleen BenkoClass B10,942— 
Timothy CookClass B48,443(3)— 
John Donahoe II(4)
Class B1,435,975(3)(5)0.1 %
Thasunda DuckettClass B6,552— 
Mónica GilClass B1,856— 
Alan Graf, Jr.Class B195,435— 
Maria HenryClass B1,730— 
Peter HenryClass B4,062— 
Travis KnightClass B26,903(6)— 
Mark Parker(4)
Class B3,212,383(3)(5)0.3 %
Michelle PelusoClass B25,777— 
John Rogers, Jr.Class B27,485— 
Robert SwanClass B4,532(7)— 
Andrew Campion(4)
Class B433,658(3)— 
Matthew Friend(4)
Class B238,202(3)— 
Heidi O'Neill(4)
Class B246,456(3)— 


64 NIKE, INC.2023 PROXY STATEMENT 66


  TITLE OF CLASS 
SHARES BENEFICIALLY
OWNED(1)
 
PERCENT OF
CLASS(2)

 Sojitz Corporation of AmericaPreferred
(8) 
300,000 100.0%
 1211 S.W. 5th Ave, Pacwest Center, Ste. 2220,
Portland, OR 97204		     
 
Philip H. Knight
One Bowerman Drive, Beaverton, OR 97005
Class A 29,154,487
(9) 
9.3%
 Class B 40,540,174
(10) 
3.2%
 
Swoosh, LLC
22990 NW Bennett Street, Hillsboro, OR 97124
Class A 236,000,000
(11) 
74.9%
 Class B 236,000,000 15.9%
 
Travis A. Knight 2009 Irrevocable Trust II
22990 NW Bennett Street, Hillsboro, OR 97124
Class A 40,756,369
(4) 
12.9%
 Class B 40,756,369
(4) 
3.2%
 
The Vanguard Group
100 Vanguard Blvd., Malvern, PA 19355
Class B 106,539,047
(12) 
8.6%
 
 
BlackRock, Inc.
55 East 52nd Street, New York, NY 10055
Class B 89,487,665
(13) 
7.2%
 
 All directors and executive officers as a group (17 persons)Class A 40,756,369
(4) 
12.9%
 Class B 47,520,773
(3)(4) 
3.8%
(1)A person is considered to beneficially own any shares: (a) over which the person exercises sole or shared voting or investment power, or (b) of which the person has the right to acquire beneficial ownership at any time within 60 days (such as through conversion of securities or exercise of stock options). Unless otherwise indicated, voting and investment power relating to the above shares is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.
(2)Omitted if less than 0.1 percent.
(3)These amounts include the right to acquire the following numbers of shares within 60 days after June 30, 2020 pursuant to the exercise of stock options: 42,000 shares for Ms. Comstock, 66,000 shares for Mr. Connors, 66,000 shares for Mr. Cook, 2,560,000 shares for Mr. Parker, 313,750 shares for Mr. Campion, 159,700 shares for Mr. Friend, 386,000 shares for Ms. Krane, 173,750 shares for Ms. Matheson, 337,500 shares for Mr. Slusher, 175,000 shares for Mr. Hill, 288,750 shares for Mr. Sprunk, and 3,915,200 shares for the executive officer and director group.
(4)Includes 21,613,989 shares of Class A Stock held directly by the Travis A. Knight 2009 Irrevocable Trust II (the "Trust"), of which Mr. Travis Knight is the Trustee, and 19,142,380 shares of Class A Stock held by an indirect subsidiary of the Trust. Mr. Travis Knight and members of his immediate family are among the beneficiaries of the Trust. Mr. Travis Knight disclaims beneficial ownership of the Company’s securities held directly and indirectly by the Trust, except to the extent of his pecuniary interest therein. On June 30, 2016, a wholly owned subsidiary of the Trust acquired all of the voting units in Swoosh, LLC. Mr. Travis Knight disclaims beneficial ownership of all securities held by Swoosh, LLC.
(5)Named Executive Officer listed in the Summary Compensation Table.
(6)Includes shares held in accounts under the NIKE, Inc. 401(k) Savings and Profit Sharing Plan: 36,390 shares for Mr. Parker, 119 shares for Ms. Krane, 11,521 shares for Ms. Matheson, and 2,805 shares for Mr. Slusher.
(7)Includes 33,884 shares credited to Mr. Thompson’s account under the NIKE, Inc. Deferred Compensation Plan.
(8)Preferred Stock does not have general voting rights except as provided by law, and under certain circumstances as provided in the Company’s Restated Articles of Incorporation, as amended.
(9)Does not include 521,792 shares of Class A Stock that are owned by Mr. Philip Knight’s spouse. Mr. Philip Knight has disclaimed ownership of all such shares. Mr. Philip Knight holds the position Chairman Emeritus, and has a standing invitation to attend all meetings of the Board as a non-voting observer.
(10)Does not include: (a) 521,792 shares of Class A Stock that are owned by Mr. Philip Knight’s spouse, and (b) 22,336,056 shares of Class B Stock held by the Knight Foundation, a charitable foundation in which Mr. Philip Knight and his spouse are directors. Mr. Philip Knight has disclaimed ownership of all such shares.
(11)Information provided as of October 29, 2019 in the Form 4 filed by the shareholder.
(12)Information provided as of February 12, 2020 in Schedule 13G filed by the shareholder.
(13)Information provided as of February 5, 2020 in Schedule 13G filed by the shareholder.

TITLE OF CLASS
SHARES BENEFICIALLY
OWNED(1)
PERCENT OF
CLASS(2)
Sojitz Corporation of AmericaPreferred(8)300,000100.0 %
1211 S.W. 5th Ave, Pacwest Center, Ste. 2220,
Portland, OR 97204
Philip Knight
One Bowerman Drive, Beaverton, OR 97005
Class A21,404,487(9)7.0 %
Class B29,740,174(10)2.4 %
Swoosh, LLC
22990 NW Bennett Street, Hillsboro, OR 97124
Class A233,500,000(11)76.6 %
Class B233,500,00016.0 %
Travis A. Knight 2009 Irrevocable Trust II
22990 NW Bennett Street, Hillsboro, OR 97124
Class A41,006,369(12)13.5 %
Class B41,006,369(12)3.2 %
The Vanguard Group
100 Vanguard Blvd., Malvern, PA 19355
Class B109,698,806(13)8.7 %(12)
BlackRock, Inc.
55 East 52nd Street, New York, NY 10055
Class B85,497,266(14)6.8 %(13)
All directors and executive officers as a group (18 persons)Class B6,022,698(3)(5)0.5 %

(1)A person is considered to beneficially own any shares: (a) over which the person exercises sole or shared voting or investment power, or (b) of which the person has the right to acquire beneficial ownership at any time within 60 days (such as through conversion of securities or exercise of stock options). Unless otherwise indicated, voting and investment power relating to the above shares is exercised solely by the beneficial owner or shared by the owner and the owner's spouse or children.

(2)Omitted if less than 0.1 percent.
(3)These amounts include the right to acquire the following numbers of shares within 60 days after June 30, 2023 pursuant to the exercise of stock options: 14,000 shares for Mr. Cook, 1,257,670 shares for Mr. Donahoe, 1,819,077 shares for Mr. Parker, 419,827 shares for Mr. Campion, 222,625 shares for Mr. Friend, 188,529 shares for Ms. O'Neill, and 3,954,301 shares for the executive officer and director group.
(4)Named Executive Officer listed in the Summary Compensation Table.
(5)Includes shares held in accounts under the NIKE, Inc. 401(k) Savings and Profit Sharing Plan: 146 shares for Mr. Donahoe, 37,435 shares for Mr. Parker, and 52,219 shares for the executive officer and director group.
(6)Does not include 233,500,000 shares of Class A Stock that are owned by Swoosh, LLC. Mr. Travis Knight has disclaimed beneficial ownership of all such shares.
(7)Includes 1,580 shares held by the Swan Family Revocable Trust.
(8)Preferred Stock does not have general voting rights except as provided by law, and under certain circumstances as provided in the Company's Restated Articles of Incorporation, as amended.
(9)Does not include 521,792 shares of Class A Stock that are owned by Mr. Philip Knight's spouse. Mr. Philip Knight has disclaimed ownership of all such shares. Mr. Philip Knight holds the position Chairman Emeritus, and has a standing invitation to attend all meetings of the Board as a non-voting observer.
(10)Does not include 521,792 shares of Class A Stock that are owned by Mr. Philip Knight's spouse. Mr. Philip Knight has disclaimed ownership of all such shares.
(11)Information provided as of July 17, 2020 PROXY STATEMENT 65in the Form 4 filed by the shareholder.
(12)Includes 21,863,989 shares of Class A Stock held directly by the Travis A. Knight 2009 Irrevocable Trust II (the "Trust") and 19,142,380 shares of Class A Stock held by an indirect subsidiary of the Trust. Mr. Travis Knight and members of his immediate family are among the beneficiaries of the Trust. Mr. Travis Knight disclaims beneficial ownership of the Company's securities held directly and indirectly by the Trust, except to the extent of his pecuniary interest therein.
(13)Information provided as of December 30, 2022 in Schedule 13G filed by the shareholder.
(14)Information provided as of December 31, 2022 in Schedule 13G filed by the shareholder.

DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our directors and executive officers, and holders of more than 10 percent of a registered class of the Company's equity securities, to file with the SEC reports regarding their ownership and changes in ownership of Common Stock and other equity securities of the Company. Directors, officers, and greater than 10 percent shareholders are required by the regulations of the SEC to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of such reports furnished to the Company and written representations that no other reports were required, during fiscal 2023, we believe that all such reports that were required to be filed under Section 16(a) were timely filed, except that an amended Form 3 was filed for Robert Swan on June 22, 2023 to report certain indirect holdings that were inadvertently omitted from his initial, timely Form 3.

67 NIKE, INC.

ADDITIONAL INFORMATION
TRANSACTIONS WITH RELATED PERSONS
Philip H. Knight, the father of NIKE director Travis A. Knight, serves as Chairman Emeritus, which provides a standing invitation for Philip H. Knight to attend meetings of the Board and its committees as a non-voting observer. In fiscal 2020,2023, as Chairman Emeritus, Mr. Knight received an annual salary of $500,000, and medical and dental insurance coverage generally available to employees.
In connection with his retirementJohn Donahoe II and in recognition of his substantial service and unique insights and experience, the Company have entered into a consulting agreement with John R. Thompson, Jr., a member of the Company's Board in fiscal 2020. Pursuant to the terms of the agreement, effective June 1, 2020,time sharing agreements under which Mr. Thompson serves as Director Emeritus ofDonahoe reimburses the Company for limited personal use of Company aircraft, which is intended to increase his security, availability, and when and as required by the Board, provides consulting services and advice to the Board and other officers ofproductivity. In fiscal 2023, Mr. Donahoe reimbursed the Company asapproximately $395,000 under the Board may specify until such time as either party terminates the agreement by providing 30 days' written notice. As Director Emeritus, Mr. Thompson is eligible to attend meetings of the Board and certain committees as a non-voting observer. For his services and commitment, the Company will pay Mr. Thompson the same compensation and benefits he would have been eligible to receive for his service as a non-employee director as of June 1, 2020, which equals approximately $267,000, and reimburse him for reasonable expenses incurred in connection with his services.sharing agreements.
Eric Sprunk’s daughter, Nicole Sprunk,Mark Parker's son, Matthew Parker, was employed by the Company in fiscal 2023 in a non-executive role in fiscal 2020 as a Brand Director. During fiscal 2020,for which the Company paid Matthew Parker aggregate compensation to Nicole Sprunk of $330,113, comprised of salary, bonus, the value of stock granted, certain maternity leave benefits and matching contributions to the Company-sponsored retirement plan.approximately $135,000. The compensation and benefits received by Nicole SprunkMatthew Parker were consistent with compensation and benefits paid to other employees holding similar positions.
The Company’sCompany's written policy requires the Corporate Responsibility, Sustainability & Governance Committee to review any transaction or proposed transaction with a related person that would be required to be reported under Item 404(a) of Regulation S-K, and to determine whether to ratify or approve the transaction, with ratification or approval to occur only if the committee determines that the transaction is fair to the Company or that approval or ratification of the transaction is in the interest of the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee of the Board of Directors during fiscal 20202023 were Timothy D. Cook, Cathleen A. Benko, and Mónica Gil, as well as Elizabeth J. Comstock.Comstock (who served on the committee until she retired from the Board effective September 9, 2022). The committee is composed solely of independent, non-employee directors. No member of the Compensation Committee has been an executive officer of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by the Company under the SEC’sSEC's rules requiring disclosure of certain relationships and related-party transactions. None of the Company’sCompany's executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of the Compensation Committee of the Company during fiscal 2020.2023.


66 NIKE, INC.

OTHER MATTERS AT THE MEETING
As of the time this proxy statement was printed, management was unaware of any proposals to be presented for consideration at the Annual Meeting other than those set forth herein, but if other matters do properly come before the Annual Meeting, the persons named in the proxy will vote the shares represented by such proxy according to their best judgment.
SHAREHOLDER PROPOSALSGENERAL INFORMATION
A proposalWhy am I receiving these proxy materials?
You are receiving the enclosed proxy materials in connection with the solicitation of proxies by the Board of NIKE for use at the Annual Meeting. As a shareholder for inclusionof record as of the close of business on July 12, 2023, which is the record date fixed by the Board, you are invited to attend the virtual Annual Meeting and are urged to vote your shares on the proposals described in this proxy statement.
How are the Company’sproxy materials being distributed?
This proxy statement is first being made available to shareholders on or about July 28, 2023. We are furnishing proxy materials to our shareholders primarily via the Internet, by mailing a Notice Regarding the Availability of Proxy Materials, or "Notice", instead

2023 PROXY STATEMENT 68

of mailing printed copies of those materials to each shareholder. The Notice directs shareholders to a website where they can access our proxy materials, including our proxy statement and formour annual report, and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to these materials electronically unless you elect otherwise.
What is included in the proxy materials?
Our proxy materials include our Notice, our proxy statement, and our Annual Report on Form 10-K for the 2021 annual meetingyear ended May 31, 2023. Our Notice directs shareholders to a website where they can access our proxy materials.
Why is the Company holding a virtual Annual Meeting?
While we initially pivoted to a virtual format due to public health concerns, we are continuing to use this format because of the success of the last three virtual meetings; the advantages of the virtual format, including enhanced accessibility for our shareholders; and our ability to ensure that shareholders will be afforded the same rights and opportunities to participate in our virtual Annual Meeting as they would at an in-person meeting.
How can I attend and participate in the virtual Annual Meeting?
Holders of record of our Class A Stock and Class B Stock at the close of business on July 12, 2023 may attend the Annual Meeting, vote, and submit questions in advance of and during the meeting.
To attend, vote at, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/NKE2023 and enter the 16-digit control number included in your Notice, voting instructions form, or proxy card.
Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system.
How can I ask questions at the Annual Meeting?
We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate in our virtual Annual Meeting as they would at an in-person meeting. Shareholders of record at the close of business on July 12, 2023 may submit questions in advance of and during the Annual Meeting.
•To submit questions in advance of the Annual Meeting: Visit www.proxyvote.com and enter your 16-digit control number included in your Notice, voting instructions form, or proxy card. Questions submitted in advance must be submitted before 11:59 P.M. Eastern Time on September 11, 2023.
•To submit questions during the Annual Meeting: Visit www.virtualshareholdermeeting.com/NKE2023 and enter the 16-digit control number included in your Notice, voting instructions form, or proxy card.
What will I be voting on at the Annual Meeting?
You will be voting:
•To elect the 13 director nominees identified in this Proxy Statement. The holders of NIKE's Class A Stock will vote to elect nine of the director nominees identified in this Proxy Statement, and the holders of NIKE's Class B Stock will vote to elect the remaining four director nominees identified in this Proxy Statement;
•To approve executive compensation by an advisory vote;
•To hold an advisory vote on the frequency of advisory votes on executive compensation;
•To ratify the appointment of PwC as our independent registered public accounting firm;
•To consider a shareholder proposal regarding Supplemental Pay Equity Disclosure, if properly presented at the meeting;
•To consider a shareholder proposal regarding a Supply Chain Management Report, if properly presented at the meeting; and
•To transact such other business as may properly come before our Annual Meeting.
How does the Board recommend that I vote on these proposals?
Our Board recommends:
•For the holders of NIKE's Class A Stock, a vote FOR the election of each of Mr. Timothy Cook, Mr. John Donahoe II, Ms. Thasunda Duckett, Ms. Mónica Gil, Ms. Maria Henry, Mr. Peter Henry, Mr. Travis Knight, Mr. Mark Parker, and Ms. Michelle Peluso to serve as directors until the next annual meeting;

69 NIKE, INC.

•For the holders of NIKE's Class B Stock, a vote FOR the election of each of Ms. Cathleen Benko, Mr. Alan Graf, Jr., Mr. John Rogers, Jr., and Mr. Robert Swan, to serve as directors until the next annual meeting;
•For all shareholders, a vote FOR the advisory resolution approving the compensation of our Named Executive Officers as described in this proxy statement;
•For all shareholders, a vote for 1 YEAR regarding the frequency of advisory votes on executive compensation;
•For all shareholders, a vote FOR ratification of the appointment of PwC as our independent registered public accounting firm;
•For all shareholders, a vote AGAINST the shareholder proposal regarding Supplemental Pay Equity Disclosure; and
•For all shareholders, a vote AGAINST the shareholder proposal regarding a Supply Chain Management Report.
How do I vote my shares?
You may vote by proxy or at the Annual Meeting. If you received a printed copy of the proxy materials by Ann M. Miller, Vice President,mail, you may vote your shares by proxy before the Annual Meeting using one of the following methods: (1) vote via the internet at the website address listed on the Notice; (2) vote by telephone; or (3) complete, sign, date, and return your proxy card or voting instruction form in the postage-paid envelope we have provided. If you received only the Notice, you may vote your shares at the website address listed on the Notice or by telephone. If you plan to vote during the Annual Meeting rather than in advance, you may do so by entering the 16-digit control number included in your Notice, voting instructions form, or proxy card. Even if you plan to attend the Annual Meeting, you are encouraged to vote by proxy prior to the meeting. You can always change your vote, as described in more detail under "Can I change my vote or revoke my proxy?"
What is the difference between holding shares as a shareholder of record and as a beneficial owner or street name holder?
If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the "shareholder of record" with respect to those shares and we have sent the Notice (or if you received printed proxy materials, the Notice, proxy statement, and proxy card) directly to you. You may submit a proxy and vote those shares in the manner described in this proxy statement and the Notice.
If your shares are held in a stock brokerage account or by a bank, broker or other holder of record, you are considered the "beneficial owner" of shares held in street name. The Notice, voting instructions form, and/or proxy card have been forwarded to you by your broker, bank, or other holder of record who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other holder of record on how to vote your shares by using the voting instruction card included in the mailing or by following their instructions for voting.
What does it mean if I receive more than one proxy card or Notice?
If you receive more than one proxy card or Notice, it means that you hold shares registered in more than one account. To ensure that all of your shares are voted, please follow the instructions included on each Notice you receive or, if you received printed proxy materials by mail, complete, sign, and return each proxy card you receive.
How many shares may be voted at the Annual Meeting?
On the close of business on July 12, 2023, 304,897,252 shares of Class A Stock and 1,225,074,356 shares of Class B Stock were issued and outstanding and entitled to vote at the meeting.
What constitutes a quorum?
For Proposal 1, the election of directors, a majority of the votes entitled to be cast by each of the Class A Stock and Class B Stock separately constitutes a quorum of Class A Stock and Class B Stock, respectively. For Proposals 2, 3, 4, 5, and 6, a majority of the votes entitled to be cast by both of the Class A Stock and Class B Stock together constitutes a quorum
Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists. Broker non-votes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the shareholder's behalf.
How are votes calculated?
Each share of Class A Stock and each share of Class B Stock is entitled to one vote. The holders of our Common Stock will vote together on all matters at the Annual Meeting except for the election of directors, for which the holders of Class A Stock and holders of Class B Stock will vote separately. For more information regarding our Class A Stock and Class B Stock, see the section above titled "Corporate Governance—Capital Structure".

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How many votes are required to approve each proposal and how are votes counted?
How many votes are required for approval?How are director withhold votes treated?How are abstentions treated?How are broker non-votes handled?How will signed proxies that do not specify voting preferences be treated?
Proposal 1—Elect the director nomineesFor the directors elected by holders of Class A Stock: a plurality of votes of the holders of Class A Stock cast, subject to our director resignation policy if a director receives less than majority support

For the directors elected by holders of Class B Stock: a plurality of votes of the holders of Class B Stock cast, subject to our director resignation policy if a director receives less than majority support
Withhold votes will not be counted as votes cast for purposes of the plurality voting standard, but will be considered in determining whether our director resignation policy applies to a directorAbstentions are not included as votes cast and will not affect the outcome of the proposalBroker non-votes are not included as votes cast and will not affect the outcome of the proposalShares will be voted "FOR" the election of each of the named nominees for director
Proposal 2—Advisory vote to approve executive compensationVotes of Common Stock cast in favor of the proposal must exceed votes of Common Stock cast against the proposalN/AAbstentions are not included as votes cast and will not affect the outcome of the proposalBroker non-votes are not included as votes cast and will not affect the outcome of the proposalShares will be voted "FOR" the proposal regarding an advisory vote to approve executive compensation
Proposal 3—Advisory vote on the frequency of advisory votes on executive compensationVotes of Common Stock cast in favor of one frequency under the proposal must exceed votes of Common Stock cast in favor of the other frequencies under the proposal. If no frequency receives a majority vote, then the Board will consider the option that receives the highest number of votes cast to be the frequency recommended by stockholdersN/AAbstentions are not included as votes cast and will not affect the outcome of the proposalBroker non-votes are not included as votes cast and will not affect the outcome of the proposalShares will be voted for "1 YEAR" for the proposal regarding an advisory vote on the frequency of advisory votes on executive compensation
Proposal 4— Ratify selection of PwC as our independent registered public accounting firmVotes of Common Stock cast in favor of the proposal must exceed votes of Common Stock cast against the proposalN/AAbstentions are not included as votes cast and will not affect the outcome of the proposalBanks, brokers and other holders of record may exercise discretion and vote on this matter and these will be counted as votes castShares will be voted "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm
Proposal 5— Consider a shareholder proposal regarding Supplemental Pay Equity DisclosureVotes of Common Stock cast in favor of the proposal must exceed votes of Common Stock cast against the proposalN/AAbstentions are not included as votes cast and will not affect the outcome of the proposalBroker non-votes are not included as votes cast and will not affect the outcome of the proposalShares will be voted "AGAINST" the shareholder proposal regarding supplemental pay equity disclosure
Proposal 6— Consider a shareholder proposal regarding a Supply Chain Management ReportVotes of Common Stock cast in favor of the proposal must exceed votes of Common Stock cast against the proposalN/AAbstentions are not included as votes cast and will not affect the outcome of the proposalBroker non-votes are not included as votes cast and will not affect the outcome of the proposalShares will be voted "AGAINST" the shareholder proposal regarding a supply chain management report
What happens if a director fails to receive the support of a majority of votes cast?
The Bylaws and the Corporate Governance Guidelines of the Company provide that any nominee for director in an uncontested election who receives a greater number of votes "withheld" from their election than votes "for" such election shall tender their resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee. The committee will

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recommend to the Board the action to be taken with respect to the resignation, and the Board will publicly disclose its decision within 90 days after the certification of the election results.
Can I change my vote or revoke my proxy?
You can change your vote or revoke your proxy at any time before it is exercised at the Annual Meeting by voting your shares online during the Annual Meeting or by delivering to the Corporate Secretary and Chief Ethics & Compliance Officer of NIKE, Inc. at One Bowerman Drive, Beaverton, Oregon 97005-6453 either written notice of your revocation or an executed proxy bearing a later date.
How are proxies being solicited?
In addition to soliciting proxies by mail, certain officers and employees of the Company, without extra compensation, may also solicit proxies personally or by telephone. Copies of proxy solicitation materials will be furnished to fiduciaries, custodians, and brokerage houses for forwarding to the beneficial owners of shares held in their names. We may retain Georgeson, Inc. to solicit proxies at a cost we anticipate will not exceed $17,500. The Company will bear the cost of soliciting proxies.
How do I find out the voting results?
Preliminary voting results will be announced at the Annual Meeting, and final voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting.
How can I submit a proposal for next year's annual meeting?
A shareholder proposal (other than a proxy access nomination) intended for inclusion in the Company's proxy statement and form of proxy for the 2024 annual meeting of shareholders must be received by the Corporate Secretary of NIKE, Inc. at shareholder.proposals@Nike.com on or before April 8, 2021 to be eligible for inclusion.March 30, 2024. Rules under the Securities Exchange Act of 1934, as amended, describe standards as to the submission of shareholder proposals. A shareholder proxy access nomination intended for inclusion in the Company's proxy statement and form of proxy for the 2024 annual meeting of shareholders must be received, along with the other information required by the Company's Bylaws, by the Corporate Secretary of NIKE, Inc. at One Bowerman Drive, Beaverton, Oregon 97005-6453, no earlier than February 29, 2024 and no later than March 30, 2024.
In addition, the Company’sCompany's Bylaws require that any shareholder wishing to make a nomination for director or wishing to introduce a proposal or other business at a shareholder meeting must give the Company at least 60 days’days' advance written notice which(which for the 20212023 annual meeting of shareholders iswas July 18, 2021,14, 2023) and that notice must meet certain other requirements described in the Bylaws.
In addition to satisfying the foregoing requirements under the Company's Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees for the 2024 annual meeting of shareholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than July 14, 2024. The advance notice requirement under Rule 14a-19 does not override or supersede the longer advance notice requirement under the Company's Bylaws.

For the Board of Directors,
Ann M. Miller
Mary Hunter
Vice President, Corporate Secretary and Chief Ethics & Compliance Officer



20202023 PROXY STATEMENT 6772

EXHIBIT A
NIKE, INC. STOCK INCENTIVE PLAN
As amended as of June 17, 2020

1. Purpose. The purpose of this Stock Incentive Plan (the “Plan”) is to enable NIKE, Inc. (the “Company”) to attract and retain experienced officers, directors, employees, consultants, advisors, and independent contractors and to provide an incentive for them to apply their best efforts on behalf of the Company.

2. Shares Subject to the Plan.

(a) Shares Authorized. Subject to adjustment as provided below and in paragraph 9, the shares to be offered under the Plan shall consist of Class B Common Stock of the Company (“Shares”), and the total number of Shares that may be issued under the Plan shall not exceedseven hundred ninety-eight million (798,000,000) Shares (the “Plan Limit”).

(b) Share Usage. If an option or stock appreciation right granted under the Plan expires, terminates or is canceled, the unissued Shares subject to such option or stock appreciation right shall again be available under the Plan. If any Shares issued pursuant to a Stock Award (as defined in paragraph 7) are forfeited to the Company, or the award expires, terminates or is canceled, the number of Shares forfeited or unissued shall again be available under the Plan. Upon the exercise of an option or stock appreciation right, the number of Shares reserved for issuance under the Plan shall be reduced by the number of Shares issued upon such exercise, plus the number of Shares, if any, withheld upon exercise as full or partial payment of the exercise price or to satisfy the tax withholding amount. Cash payments of stock appreciation rights shall not reduce the number of Shares reserved for issuance under the Plan. Upon the issuance of Shares under a Stock Award, the number of Shares reserved for issuance under the Plan shall be reduced by the number of Shares issued. For all purposes of this paragraph 2(b), the number of Shares “issued” pursuant to a Stock Award shall be net of any Shares withheld to satisfy tax withholding obligations with respect to the award. The number of Shares available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional Shares or credited as additional Shares subject or paid with respect to an award.

(c) Fungible Share Provision. Any Shares subject to an option or stock appreciation right granted under the Plan shall be counted against the Plan Limit as one Share for every one Share subject to such option or stock appreciation right, except that a stock appreciation right payable solely in cash shall not be counted against the Plan Limit. Any Shares issued pursuant to a Stock Award shall be counted against the Plan Limit as one Share for every one Share so issued; provided, however, that if the aggregate number of Shares issued pursuant to Stock Awards and Share-denominated awards intended to qualify as qualified performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder (“Performance-Based Awards”) granted after July 16, 2010 exceeds the Full Value Limit (as defined below), any excess Shares issued under those awards shall be counted against the Plan Limit as two and eight-tenths (2.8) Shares for every one Share so issued. If any Shares issued pursuant to a Stock Award or a Performance-Based Award are counted against the Plan Limit as two and eight-tenths (2.8) Shares as provided above, and any Shares issued pursuant to a Stock Award or a Performance-Based Award are subsequently forfeited to the Company, the number of Shares that again become available under the Plan shall be equal to the number of Shares forfeited (up to the aggregate number of Shares previously counted against the Plan Limit as two and eight-tenths (2.8) Shares) multiplied by two and eight-tenths (2.8). Subject to adjustment as provided in paragraph 9, the “Full Value Limit” shall equal twenty-five million (25,000,000) Shares plus the number of Shares issued pursuant to Stock Awards granted on or before July 16, 2010 that are forfeited to the Company or withheld to satisfy tax withholding obligations after July 16, 2010.

(d) Award Limits.

(i) Incentive Stock Options. Subject to adjustment under paragraph 9, a maximum of seven hundred ninety-eight million (798,000,000) Shares shall be available for issuance under incentive stock options as defined in Section 422 of the Code (“Incentive Stock Options”).

(ii) Limits on Awards to Non-Employee Directors. No Non-Employee Director may be granted any award or awards denominated in Shares that exceed in the aggregate $500,000 in value (such value computed as of the date of grant in accordance with applicable financial accounting rules) in any fiscal year, plus an additional $500,000 in value for one-time awards to a newly appointed or elected Non-Employee Director. A “Non-Employee Director” is any member of the Board of Directors who is not an employee of the Company.

(e) Dividends. Participants in the Plan may, if the Committee (as defined in paragraph 4) so determines, be credited with dividends or dividend equivalents for dividends paid with respect to Shares underlying an award in a manner determined by the Committee in its sole discretion, provided that with respect to awards that are subject to achievement of performance goals, any such credited dividends or dividend equivalents may only be paid with respect to the portion of such awards that is actually earned.


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The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of the Class B Common Stock, restricted stock or restricted stock units.

3. Duration of Plan. The Plan shall continue in effect until all Shares available for issuance under the Plan have been issued and all restrictions on such Shares have lapsed; provided, however, that no awards shall be made under the Plan on or after the 10th anniversary of the last action by the shareholders approving any amendment to the Plan or amendment and restatement of the Plan to increase the number of Shares available for issuance under the Plan. The Board of Directors may suspend or terminate the Plan at any time except with respect to awards and Shares subject to restrictions then outstanding under the Plan. Termination shall not affect any outstanding awards or the forfeitability of Shares issued under the Plan.

4. Administration. The Plan shall be administered by a committee appointed by the Board of Directors of the Company consisting of not less than two directors (the “Committee”), which shall determine and designate from time to time the individuals to whom awards shall be made, the amount of the awards and the other terms and conditions of the awards, except that only the Board of Directors may amend or terminate the Plan as provided in paragraphs 3 and 13. Subject to the provisions of the Plan, the Committee may from time to time adopt and amend rules and regulations relating to administration of the Plan, adopt forms of award agreements setting out the terms and conditions of the awards, advance the lapse of any waiting period, accelerate any exercise date, waive or modify any restriction applicable to Shares (except those restrictions imposed by law) and make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The interpretation and construction of the provisions of the Plan and related agreements by the Committee shall be final and conclusive. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in any related agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency. The Committee may allocate among its members and delegate to any person who is not a member of the Committee any of its powers, responsibilities or duties.

5. Types of Awards; Eligibility; General Terms of Awards.

(a) Awards. The Committee may, from time to time, take the following actions, separately or in combination, under the Plan: (i) grant Incentive Stock Options as provided in paragraph 6(b); (ii) grant options other than Incentive Stock Options (“Non-Statutory Stock Options”) as provided in paragraph 6(c); (iii) grant Stock Awards, including restricted stock and restricted stock units, as provided in paragraph 7; and (iv) grant stock appreciation rights as provided in paragraph 8.

(b) Eligibility. Any such awards may be made to employees, including employees who are officers or directors, of the Company or any parent or subsidiary corporation of the Company and to other individuals described in paragraph 1; provided, however, that only employees of the Company shall be eligible to receive Incentive Stock Options under the Plan. The Committee shall select the individuals to whom awards shall be made. The Committee shall specify the action taken with respect to each individual to whom an award is made under the Plan.

(c) Termination of Service. For purposes of the Plan, service means service as a Non-Employee Director, consultant, advisor or independent contractor of the Company or a parent or subsidiary corporation of the Company and termination of service means termination of employment or service.

6. Option Grants.

(a) Grant. The Committee may grant options under the Plan. With respect to each option grant, the Committee shall determine the number of Shares subject to the option, the option price, the period of the option, the time or times at which the option may be exercised and whether the option is an Incentive Stock Option or a Non-Statutory Stock Option.

(b) Incentive Stock Options. Incentive Stock Options shall be subject to the following terms and conditions:

(i) An Incentive Stock Option may be granted under the Plan to an employee possessing more than 10 percent of the total combined voting power of all classes of stock of the Company or of any parent or subsidiary of the Company only if the option price is at least 110 percent of the fair market value of the Shares subject to the option on the date it is granted, as described in paragraph 6(b)(iii), and the option by its terms is not exercisable after the expiration of five years from the date it is granted.

(ii) Subject to paragraphs 6(b)(i) and 6(d), Incentive Stock Options granted under the Plan shall continue in effect for the period fixed by the Committee, except that no Incentive Stock Option shall be exercisable after the expiration of 10 years from the date it is granted.



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(iii) The option price per share shall be determined by the Committee at the time of grant. Subject to paragraph 6(b)(i), the option price shall not be less than 100 percent of the fair market value of the Shares covered by the Incentive Stock Option at the date the option is granted. The fair market value shall be deemed to be the closing price of the Class B Common Stock of the Company as reported in the New York Stock Exchange Composite Transactions in the Wall Street Journal on the date the option is granted, or if there has been no sale on that date, on the last preceding date on which a sale occurred, or such other reported value of the Class B Common Stock of the Company as shall be specified by the Committee.

(iv) No Incentive Stock Option shall be granted on or after the tenth anniversary of the last action by the Board of Directors approving an increase in the number of Shares available for issuance under the Plan, which action was subsequently approved within 12 months by the shareholders.

(c) Non-Statutory Stock Options. The option price for Non-Statutory Stock Options shall be determined by the Committee at the time of grant. The option price may not be less than 100 percent of the fair market value of the Shares covered by the Non-Statutory Stock Option on the date the option is granted. The fair market value of Shares covered by a Non-Statutory Stock Option shall be determined pursuant to paragraph 6(b)(iii). No Non-Statutory Stock Option shall be exercisable after the expiration of 10 years from the date it is granted.

(d) Exercise of Options. Except as provided in the applicable award agreement, no option granted under the Plan may be exercised unless at the time of such exercise the optionee is employed by or providing services to the Company or any parent or subsidiary corporation of the Company and shall have been so employed or providing services continuously since the date such option was granted. Absence on leave or on account of illness or disability under rules established by the Committee shall not, however, be deemed an interruption of employment or service for this purpose. Except as provided in paragraphs 9 and 10, options granted under the Plan may be exercised from time to time over the period stated in each option in such amounts and at such times as shall be prescribed by the Committee, provided that options shall not be exercised for fractional Shares. Unless otherwise determined by the Committee, if the optionee does not exercise an option in any one year with respect to the full number of Shares to which the optionee is entitled in that year, the optionee’s rights shall be cumulative and the optionee may purchase those Shares in any subsequent year during the term of the option.

(e) Nontransferability. Except as provided below, each stock option granted under the Plan by its terms shall be nonassignable and nontransferable by the optionee, either voluntarily or by operation of law, and each option by its terms shall be exercisable during the optionee’s lifetime only by the optionee. A stock option may be transferred by will or by the laws of descent and distribution of the state or country of the optionee’s domicile at the time of death. A Non-Statutory Stock Option shall also be transferable pursuant to a qualified domestic relations order as defined under the Code or Title I of the Employee Retirement Income Security Act. The Committee may, in its discretion, authorize all or a portion of a Non-Statutory Stock Option granted to an optionee to be on terms which permit transfer by the optionee to (i) the spouse, children or grandchildren of the optionee (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of Immediate Family Members, or (iii) a partnership in which Immediate Family Members are the only partners, provided that (x) there may be no consideration for any transfer, (y) the option agreement pursuant to which the options are granted must expressly provide for transferability in a manner consistent with this paragraph, and (z) subsequent transfers of transferred options shall be prohibited except by will or by the laws of descent and distribution. Following any transfer, options shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of paragraphs 6(d), 6(f), 9 and 10 the term “optionee” shall be deemed to refer to the transferee. The events of termination of service as set forth in the applicable award agreement shall continue to be applied with respect to the original optionee, following which the options shall be exercisable by the transferee only to the extent, and for the periods specified, and all other references to employment or service, termination of service, life or death of the optionee, shall continue to be applied with respect to the original optionee.

(f) Purchase of Shares. Unless the Committee determines otherwise, Shares may be acquired pursuant to an option granted under the Plan only upon receipt by the Company of notice from the optionee of the optionee’s intention to exercise, specifying the number of Shares as to which the optionee desires to exercise the option and the date on which the optionee desires to complete the transaction, and if required in order to comply with the Securities Act of 1933, as amended, containing a representation that it is the optionee’s present intention to acquire the Shares for investment and not with a view to distribution. Unless the Committee determines otherwise, on or before the date specified for completion of the purchase of Shares pursuant to an option, the optionee must have paid the Company the full purchase price of such Shares in cash or with the consent of the Committee, in whole or in part, in Class B Common Stock of the Company valued at fair market value, or by having the Company withhold shares of Class B Common Stock of the Company that would otherwise be issued on exercise of the option that have an aggregate fair market value equal to the aggregate purchase price of the Shares being purchased under the option. The fair market value of Class B Common Stock of the Company provided in payment of the purchase price shall be the closing price of the Class B Common Stock of the Company as reported in the New York Stock Exchange Composite Transactions in the Wall Street Journal or such other reported value of the Class B Common Stock of the Company as shall be specified by the Committee, on the date the option is exercised, or if such date is not a trading day, then on the immediately preceding trading day. No Shares shall be issued until full payment


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therefor has been made. With the consent of the Committee, an optionee may request the Company to apply automatically the Shares to be received upon the exercise of a portion of a stock option to satisfy the purchase price for additional portions of the option. Each optionee who has exercised an option shall immediately upon notification of the amount due, if any, pay to the Company in cash amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If additional withholding is or becomes required beyond any amount deposited before delivery of the Shares, the optionee shall pay such amount to the Company on demand. If the optionee fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the optionee, including salary, subject to applicable law. With the consent of the Committee, an optionee may satisfy the minimum statutory withholding obligation, in whole or in part, by having the Company withhold from the Shares to be issued upon the exercise that number of Shares that would satisfy the withholding amount due or by delivering Class B Common Stock of the Company to the Company to satisfy the withholding amount.

(g) No Repricing. Except for actions approved by the shareholders of the Company or adjustments made pursuant to paragraph 9, the option price for an outstanding option granted under the Plan may not be decreased after the date of grant nor may the Company grant a new option or pay any cash or other consideration (including another award under the Plan) in exchange for any outstanding option granted under the Plan at a time when the option price of the outstanding option exceeds the fair market value of the Shares covered by the option.

7. Stock Awards. The Committee may grant Shares as stock awards under the Plan (“Stock Awards”). Stock Awards shall be subject to the terms, conditions, and restrictions determined by the Committee, including time-based and performance-based vesting conditions. The restrictions may include restrictions concerning transferability and forfeiture of the Shares awarded, together with such other restrictions as may be determined by the Committee. Stock Awards subject to restrictions may be either restricted stock awards under which Shares are issued immediately upon grant subject to forfeiture if vesting conditions are not satisfied, or restricted stock unit awards under which Shares are not issued until after vesting conditions are satisfied. Restricted stock awards may be evidenced in such manner as the Committee deems appropriate, in its sole discretion, including book-entry registration (in which case the restrictions shall be placed on the book-entry registration) or issuance of one or more stock certificates (in which case the certificates shall bear any legends required by the Committee). The Committee may require the recipient to sign an agreement as a condition of the award, but may not require the recipient to pay any monetary consideration other than amounts necessary to satisfy tax withholding requirements. The agreement may contain any terms, conditions, restrictions, representations and warranties required by the Committee. The Company may require any recipient of a Stock Award to pay to the Company in cash upon demand amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the recipient fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the recipient, including salary, subject to applicable law. With the consent of the Committee, a recipient may satisfy the minimum statutory withholding obligation, in whole or in part, by having the Company withhold from the awarded Shares that number of Shares that would satisfy the withholding amount due or by delivering Class B Common Stock of the Company to the Company to satisfy the withholding amount.

8. Stock Appreciation Rights.

(a) Grant. Stock appreciation rights may be granted under the Plan by the Committee, subject to such rules, terms, and conditions as the Committee prescribes.

(b) Exercise.

(i) A stock appreciation right shall be exercisable only at the time or times established by the Committee, except that no stock appreciation right shall be exercisable after the expiration of 10 years from the date it is granted. If a stock appreciation right is granted in connection with an option, the stock appreciation right shall be exercisable only to the extent and on the same conditions that the related option could be exercised. Upon exercise of a stock appreciation right, any option or portion thereof to which the stock appreciation right relates terminates. If a stock appreciation right is granted in connection with an option, upon exercise of the option, the stock appreciation right or portion thereof to which the option relates terminates.

(ii) The Committee may withdraw any stock appreciation right granted under the Plan at any time and may impose any conditions upon the exercise of a stock appreciation right or adopt rules and regulations from time to time affecting the rights of holders of stock appreciation rights. Such rules and regulations may govern the right to exercise stock appreciation rights granted before adoption or amendment of such rules and regulations as well as stock appreciation rights granted thereafter.

(iii) Each stock appreciation right shall entitle the holder, upon exercise, to receive from the Company in exchange therefor an amount equal in value to the excess of the fair market value on the date of exercise of one Share over its fair market value on the date of grant or such higher amount as the Committee may determine (or, in the case of a stock appreciation right granted in connection with an option, the option price per Share under the option to which the stock appreciation right relates), multiplied by the number of Shares covered by the stock appreciation right or the option, or portion thereof, that is


2020 PROXY STATEMENT 71

surrendered. Payment by the Company upon exercise of a stock appreciation right may be made in Shares valued at fair market value, in cash, or partly in Shares and partly in cash, all as determined by the Committee.

(iv) For purposes of this paragraph 8, the fair market value of the Class B Common Stock of the Company on the date a stock appreciation right is exercised shall be the closing price of the Class B Common Stock of the Company as reported in the New York Stock Exchange Composite Transactions in the Wall Street Journal, or such other reported value of the Class B Common Stock of the Company as shall be specified by the Committee, on the date the stock appreciation right is exercised, or if such date is not a trading day, then on the immediately preceding trading day.

(v) No fractional Shares shall be issued upon exercise of a stock appreciation right. In lieu thereof, cash shall be paid in an amount equal to the value of the fractional share.

(vi) Each stock appreciation right granted under the Plan by its terms shall be nonassignable and nontransferable by the holder, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the holder’s domicile at the time of death, and each stock appreciation right by its terms shall be exercisable during the holder’s lifetime only by the holder; provided, however, that a stock appreciation right not granted in connection with an Incentive Stock Option shall also be transferable pursuant to a qualified domestic relations order as defined under the Code or Title I of the Employee Retirement Income Security Act.

(vii) Each participant who has exercised a stock appreciation right shall, upon notification of the amount due, pay to the Company in cash amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the participant fails to pay the amount demanded, the Company may withhold that amount from other amounts payable by the Company to the participant including salary, subject to applicable law. With the consent of the Committee a participant may satisfy the minimum statutory obligation, in whole or in part, by having the Company withhold from any Shares to be issued upon the exercise that number of Shares that would satisfy the withholding amount due or by delivering Class B Common Stock of the Company to the Company to satisfy the withholding amount.

(c) No Repricing. Except for actions approved by the shareholders of the Company or adjustments made pursuant to paragraph 9, the grant price for an outstanding stock appreciation right granted under the Plan may not be decreased after the date of grant nor may the Company grant a new stock appreciation right or pay any cash or other consideration (including another award under the Plan) in exchange for any outstanding stock appreciation right granted under the Plan at a time when the grant price of the outstanding stock appreciation right exceeds the fair market value of the Shares covered by the stock appreciation right.

9. Changes in Capital Structure. If the outstanding Shares are hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company by reason of any recapitalization, reclassification, stock split, combination of shares, dividend payable in shares, or large nonrecurring cash dividend, the authorization limits under paragraphs 2(a), 2(c) and 2(d)(i) shall be adjusted proportionately. In addition, the number and kind of shares subject to outstanding awards, and the exercise price of outstanding options and stock appreciation rights shall be adjusted, to the end that the recipient’s proportionate interest is maintained as before the occurrence of such event. The Committee may also require that any securities issued in respect of or exchanged for Shares issued hereunder that are subject to restrictions be subject to similar restrictions. Notwithstanding the foregoing, the Committee shall have no obligation to effect any adjustment that would or might result in the issuance of fractional shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Committee. Any adjustments made pursuant to this paragraph 9 shall be conclusive.

10. Sale of the Company; Change in Control.

(a) Sale of the Company. Unless otherwise provided in the applicable award agreement, if during the term of an option, stock appreciation right or restricted stock unit award, there shall occur a merger, consolidation or plan of exchange involving the Company pursuant to which outstanding Shares are converted into cash or other stock, securities or property, or a sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company, then either:

(i) the option, stock appreciation right or restricted stock unit award shall be converted into an option, stock appreciation right or restricted stock unit award to acquire stock of the surviving or acquiring corporation in the applicable transaction for a total purchase price equal to the total price applicable to the unexercised portion of the option, stock appreciation right or restricted stock unit award, and with the amount and type of shares subject thereto and exercise price per share thereof to be conclusively determined by the Committee, taking into account the relative values of the companies involved in the applicable transaction and the exchange rate, if any, used in determining shares of the surviving corporation to be held by holders of Shares following the applicable transaction, and disregarding fractional shares; or



72 NIKE, INC.

(ii) all unissued Shares subject to restricted stock unit awards shall be issued immediately prior to the consummation of such transaction, all options and stock appreciation rights will become exercisable for 100 percent of the Shares subject to the option or stock appreciation right effective as of the consummation of such transaction, and the Committee shall approve some arrangement by which holders of options and stock appreciation rights shall have a reasonable opportunity to exercise all such options and stock appreciation rights effective as of the consummation of such transaction or otherwise realize the value of these awards, as determined by the Committee. Any option or stock appreciation right that is not exercised in accordance with procedures approved by the Committee shall terminate.

(b) Change in Control. Unless otherwise provided in the applicable award agreement, if paragraph 10(a)(ii) does not apply, all options and stock appreciation rights granted under the Plan shall become exercisable in full for a remaining term extending until the earlier of the expiration date of the applicable option or stock appreciation right or the expiration of four years after the date of termination of service, and all Stock Awards shall become fully vested , if a Change in Control occurs and at any time after the earlier of Shareholder Approval (as defined below), if any, or the Change in Control and on or before the second anniversary of the Change in Control, (i) the award holder’s service is terminated by the Company (or its successor) without Cause (as defined below), or (ii) the award holder’s service is terminated by the award holder for Good Reason (as defined below).

(i) For purposes of the Plan, a “Change in Control” of the Company shall mean the occurrence of any of the following events:

(A) At any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (“Incumbent Directors”) shall cease for any reason to constitute at least a majority thereof; provided, however, that the term “Incumbent Director” shall also include each new director elected during such two-year period whose nomination or election was approved by two-thirds of the Incumbent Directors then in office;

(B) At any time that the holders of the Class A Common Stock of the Company have the right to elect (voting as a separate class) a majority of the members of the Board of Directors, any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of more than 50 percent of the then outstanding Class A Common Stock of the Company;

(C) At any time after such time as the holders of the Class A Common Stock of the Company cease to have the right to elect (voting as a separate class) a majority of the members of the Board of Directors, any “person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) shall, as a result of a tender or exchange offer, open market purchases or privately negotiated purchases from anyone other than the Company, have become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company ordinarily having the right to vote for the election of directors (“Voting Securities”) representing 30 percent or more of the combined voting power of the then outstanding Voting Securities;

(D) A consolidation, merger or plan of exchange involving the Company (“Merger”) as a result of which the holders of outstanding Voting Securities immediately prior to the Merger do not continue to hold at least 50 percent of the combined voting power of the outstanding Voting Securities of the surviving corporation or a parent corporation of the surviving corporation immediately after the Merger, disregarding any Voting Securities issued to or retained by such holders in respect of securities of any other party to the Merger; or

(E) A sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company.

(ii) For purposes of the Plan, “Shareholder Approval” shall mean approval by the shareholders of the Company of a transaction, the consummation of which would be a Change in Control.

(iii) For purposes of this Plan, “Cause” shall mean (A) the willful and continued failure to perform substantially the award holder’s reasonably assigned duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the award holder by the Company which specifically identifies the manner in which the Company believes that the award holder has not substantially performed the award holder’s duties, or (B) the willful engagement in illegal conduct which is materially and demonstrably injurious to the Company. No act, or failure to act, shall be considered “willful” if the award holder reasonably believed that the action or omission was in, or not opposed to, the best interests of the Company.



2020 PROXY STATEMENT 73

(iv) For purposes of the Plan, “Good Reason” shall mean (A) the assignment of a different title, job or responsibilities that results in a material decrease in the level of responsibility of the award holder after Shareholder Approval, if applicable, or the Change in Control when compared to the award holder’s level of responsibility for the Company’s operations prior to Shareholder Approval, if applicable, or the Change in Control; provided that Good Reason shall not exist if the award holder continues to have the same or a greater general level of responsibility for Company operations after the Change in Control as the award holder had prior to the Change in Control even if the Company operations are a subsidiary or division of the surviving company, (B) a reduction in the award holder’s base pay as in effect immediately prior to Shareholder Approval, if applicable, or the Change in Control, (C) a material reduction in the total package of benefits available to the award holder under cash incentive, stock incentive and other employee benefit plans after Shareholder Approval, if applicable, or the Change in Control compared to the total package of such benefits as in effect prior to Shareholder Approval, if applicable, or the Change in Control, or (D) the award holder is required to be based more than 50 miles from where the award holder’s office is located immediately prior to Shareholder Approval, if applicable, or the Change in Control except for required travel on company business to an extent substantially consistent with the business travel obligations which the award holder undertook on behalf of the Company prior to Shareholder Approval, if applicable, or the Change in Control. Notwithstanding any provision in this Plan to the contrary, a termination of an employment or other service relationship by the award holder will not be for Good Reason unless (1) the award holder notifies the Company in writing of the existence of the condition that the award holder believes constitutes Good Reason within thirty (30) days of the initial existence of such condition (which notice specifically identifies such condition), (2) the Company fails to remedy such condition within thirty (30) days after the date that it receives such notice (the “Remedial Period”), and (3) the award holder actually terminates the award holder’s employment or other service relationship within thirty (30) days after the expiration of the Remedial Period. If the award holder terminates his or her employment or other service relationship before the expiration of the Remedial Period or after the Company remedies the condition, then the award holder’s termination will not be considered to be for Good Reason.

11. Corporate Mergers, Acquisitions, etc. The Committee may also grant options, stock appreciation rights and Stock Awards under the Plan having terms, conditions and provisions that vary from those specified in the Plan, provided that any such awards are granted in substitution for, or in connection with the assumption of, existing options, stock appreciation rights or Stock Awards issued by another corporation and assumed or otherwise agreed to be provided for by the Company pursuant to or by reason of a transaction involving a corporate merger, consolidation, plan of exchange, acquisition of property or stock, separation, reorganization or liquidation to which the Company or a parent or subsidiary corporation of the Company is a party. The number of Shares available for issuance under the Plan shall not be reduced to reflect any awards granted in substitution for awards of an acquired company.

12. Clawback Policy. Unless otherwise provided in the applicable award agreement, all awards under the Plan shall be subject to (a) any applicable securities, tax and stock exchange laws, rules and regulations relating to the recoupment or clawback of incentive compensation, (b) the NIKE, Inc. Policy for Recoupment of Incentive Compensation as approved by the Committee and in effect at the time of grant, (c) such other policy for clawback or recoupment of incentive compensation as may subsequently be approved from time to time by the Committee, and (d) any clawback or recoupment provisions set forth in the agreement evidencing the award.

13. Amendment of Plan. The Board of Directors may at any time, and from time to time, modify or amend the Plan in such respects as it shall deem advisable because of changes in the law while the Plan is in effect or for any other reason, provided that no amendment of the Plan shall be made without shareholder approval if shareholder approval of the amendment is at the time required by the rules of any stock exchange on which the Class B Stock may then be listed. Except as provided in paragraphs 8, 9 and 10, however, no change in an award already granted shall be made without the written consent of the holder of such award.

14. Approvals. The obligations of the Company under the Plan are subject to the approval of state and federal authorities or agencies with jurisdiction in the matter. The Company will use its best efforts to take steps required by state or federal law or applicable regulations, including rules and regulations of the Securities and Exchange Commission and any stock exchange or trading system on which the Company’s shares may then be listed or admitted for trading, in connection with the grants under the Plan. The foregoing notwithstanding, the Company shall not be obligated to issue or deliver Class B Common Stock under the Plan if such issuance or delivery would violate applicable state or federal securities laws.

15. Employment and Service Rights. Nothing in the Plan or any award pursuant to the Plan shall (a) confer upon any participant any right to be continued in the employment of or service with the Company or any parent or subsidiary corporation of the Company or interfere in any way with the right of the Company or any parent or subsidiary corporation of the Company by whom such participant is employed or to whom such participant is providing services to terminate such participant’s employment or service at any time, for any reason, with or without cause, or to increase or decrease such participant’s compensation or benefits, or (b) confer upon any person engaged by the Company any right to be employed or retained by the Company or to the continuation, extension, renewal, or modification of any compensation, contract, or arrangement with or by the Company.



74 NIKE, INC.

16. Rights as a Shareholder. The recipient of any award under the Plan shall have no rights as a shareholder with respect to any Shares until the date such Shares are actually issued to the recipient. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date of such issuance.

17. Choice of Law and Venue. The Plan, all awards granted thereunder and all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Oregon. For purposes of litigating any dispute that arises under the Plan, all awards granted thereunder and all determinations made and actions taken pursuant thereto, the parties hereby submit to and consent to the jurisdiction of, and agree that such litigation shall be conducted in, the courts of Washington County, Oregon or the United States District Court for the District of Oregon, where this Agreement is made and/or to be performed.

18. Section 409A.

(a) All awards made under the Plan that are intended to be “deferred compensation” subject to Section 409A of the Code (“Section 409A”) will be interpreted, administered and construed to comply with Section 409A, and all awards made under the Plan that are intended to be exempt from Section 409A will be interpreted, administered and construed to comply with and preserve such exemption. The Board of Directors and the Committee will have full authority to give effect to the intent of the foregoing sentence. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between this paragraph 18 of the Plan and a provision of any award or award agreement with respect to an award, this paragraph 18 of the Plan will govern.

(b) Without limiting the generality of paragraph 18(a), with respect to any award made under the Plan that is intended to be “deferred compensation” subject to Section 409A:

(i) any payment due upon a recipient’s termination of employment will be paid only upon such recipient’s separation from service from the Company within the meaning of Section 409A ;

(ii) any payment due upon a change in control of the Company will be paid only if such change in control constitutes a “change in ownership” or “change in effective control” within the meaning of Section 409A, and in the event that such change in control does not constitute a “change in the ownership” or “change in the effective control” within the meaning of Section 409A, such award will vest upon the change in control and any payment will be delayed until the first compliant date under Section 409A;

(iii) any payment to be made with respect to any award (or any other payment under this Plan) that would be subject to the limitations in Section 409A(a)(2)(B) of the Code will be delayed until six months after the recipient’s separation from service (or earlier death) in accordance with the requirements of Section 409A;

(iv) to the extent necessary to comply with Section 409A, any other securities, other awards or other property that the Company may deliver in lieu of Shares in respect of an award will not have the effect of deferring delivery or payment beyond the date on which such delivery or payment would occur with respect to the Shares that would otherwise have been deliverable (unless the Committee elects a later date for this purpose in accordance with the requirements of Section 409A);

(v) if the award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the recipient’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment;

(vi) if the award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the recipient’s right to the dividend equivalents will be treated separately from the right to other amounts under the award; and

(vii) for purposes of determining whether the recipient has experienced a separation from service from the Company within the meaning of Section 409A, “subsidiary” will mean a corporation or other entity in a chain of corporations or other entities in which each corporation or other entity, starting with the Company, has a controlling interest in another corporation or other entity in the chain, ending with such corporation or other entity. For purposes of the preceding sentence, the term “controlling interest” has the same meaning as provided in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations, provided that the language “at least 20 percent” is used instead of “at least 80 percent” each place it appears in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations.




2020 PROXY STATEMENT 75

ANNUAL
MEETING
AND
PROXY STATEMENT
September 17, 202012, 2023


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Whether or not you plan to attend the meeting, please sign and date the enclosed proxy card and return it in the enclosed envelope, or vote online or by telephone following the instructions on the proxy card.


73 NIKE, INC.

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76 NIKE, INC.

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VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on September 16, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/NKE2020
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on September 16, 2020. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
NIKE, INC.
ANN M. MILLER
ONE BOWERMAN DRIVE
BEAVERTON, OR 97005-6453




TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D21035-P43098KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
NIKE, INC.
The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1, a vote FOR Proposals 2, 3, and 4, and a vote AGAINST Proposal 5.
1.Class A director nominees: To elect a Board of Directors for the ensuing year.ForWithhold
1a.Cathleen A. Benko☐☐ForAgainstAbstain
1b.Elizabeth J. Comstock☐☐2.To approve executive compensation by an advisory vote.☐☐☐
1c.John G. Connors☐☐3.To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.☐☐☐
1d.Timothy D. Cook☐☐4.To approve the Nike, Inc. Stock Incentive Plan, as amended and restated.☐☐☐
1e.John J. Donahoe II☐☐5.To consider a shareholder proposal regarding political contributions disclosure.☐☐☐
1f.Thasunda B. Duckett☐☐6.To transact such other business as may properly come before the meeting.
1g.Travis A. Knight☐☐
1h.Mark G. Parker☐☐
1i.John W. Rogers, Jr.☐☐
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date


2020 PROXY STATEMENT 77

















Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The proxy materials for the Annual Meeting are available at www.proxyvote.com.












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D21036-P43098
Proxy - NIKE, INC.
CLASS A COMMON STOCK PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 2020 ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 17, 2020
The undersigned hereby appoints Mark G. Parker, Travis A. Knight, and Michelle A. Peluso, and each of them, proxies with full power of substitution, to vote, as designated on the reverse side, on behalf of the undersigned, all shares of Class A Common Stock which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of NIKE, Inc. on September 17, 2020, and any adjournments thereof, with all powers that the undersigned would possess if personally present. A majority of the proxies or substitutes present at the meeting may exercise all powers granted hereby.
THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR FOR PROPOSAL 1, FOR PROPOSALS 2, 3, AND 4, AND AGAINST PROPOSAL 5. THE PROXIES MAY VOTE IN THEIR DISCRETION AS TO OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE THESE SHARES UNLESS YOU SIGN AND RETURN THIS CARD OR PROPERLY VOTE BY PHONE OR INTERNET.
Continued and to be signed on reverse side


78 NIKE, INC.


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VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on September 16, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/NKE2020
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on September 16, 2020. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
NIKE, INC.
ANN M. MILLER
ONE BOWERMAN DRIVE
BEAVERTON, OR 97005-6453




TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
D21037-P43098KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
NIKE, INC.
The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1, a vote FOR Proposals 2, 3, and 4, and a vote AGAINST Proposal 5.
1.Class B director nominees: To elect a Board of Directors for the ensuing year.ForWithhold
1a.Alan B. Graf, Jr.☐☐
1b.Peter B. Henry☐☐
1c.Michelle A. Peluso☐☐ForAgainstAbstain
2.To approve executive compensation by an advisory vote.☐☐☐
3.To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.☐☐☐
4.To approve the Nike, Inc. Stock Incentive Plan, as amended and restated.☐☐☐
5.To consider a shareholder proposal regarding political contributions disclosure.☐☐☐
6.To transact such other business as may properly come before the meeting.
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date


2020 PROXY STATEMENT 79













Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The proxy materials for the Annual Meeting are available at www.proxyvote.com.











D21038-P43098
Proxy - NIKE, INC.
CLASS B COMMON STOCK PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 2020 ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 17, 2020
The undersigned hereby appoints Mark G. Parker, Travis A. Knight, and Michelle A. Peluso, and each of them, proxies with full power of substitution, to vote, as designated on the reverse side, on behalf of the undersigned, all shares of Class B Common Stock which the undersigned may be entitled to vote at the Annual Meeting of Shareholders of NIKE, Inc. on September 17, 2020, and any adjournments thereof, with all powers that the undersigned would possess if personally present. A majority of the proxies or substitutes present at the meeting may exercise all powers granted hereby.
THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR FOR PROPOSAL 1, FOR PROPOSALS 2, 3, AND 4, AND AGAINST PROPOSAL 5. THE PROXIES MAY VOTE IN THEIR DISCRETION AS TO OTHER MATTERS WHICH MAY COME BEFORE THE MEETING.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. THE PROXIES CANNOT VOTE THESE SHARES UNLESS YOU SIGN AND RETURN THIS CARD OR PROPERLY VOTE BY PHONE OR INTERNET.
Continued and to be signed on reverse side



80 NIKE, INC.