DEF 14A of NIKE, Inc., Jul 25, 2024

DEF 14A of NIKE, Inc.

Filed Jul 25, 2024 · FY20240000320187-24-000045

Open on EDGAR

  1. NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS

    NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS

  2. TIMOTHY COOK, LEAD INDEPENDENT DIRECTOR

    TIMOTHY COOK, LEAD INDEPENDENT DIRECTOR

  3. TIMOTHY COOK, LEAD INDEPENDENT DIRECTOR

    | AGE | DIRECTOR SINCE | COMMITTEE | | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FAVORITE NIKE PRODUCTS | | | 63 | 2005 | Compensation, Chair | | Apple Inc. | | Nike Air Max 270, Nike Pegasus, and Nike Tech Pack | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | | FINANCIAL EXPERTISE | | DIGITAL/TECHNOLOGY | | HR/TALENT MANAGEMENT | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | GOVERNANCE | | | | | INTERNATIONAL | | | | |

  4. TIMOTHY COOK, LEAD INDEPENDENT DIRECTOR

    Mr. Cook is the Company'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.

  5. JOHN DONAHOE II

    JOHN DONAHOE II

  6. JOHN DONAHOE II

    | AGE | DIRECTOR SINCE | COMMITTEE | | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FAVORITE NIKE PRODUCTS | | | 64 | 2014 | Executive | | None | | Nike Air Max DN | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | | | | | | | | | | | FINANCIAL EXPERTISE | | DIGITAL/TECHNOLOGY | | HR/TALENT MANAGEMENT | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | GOVERNANCE | | | | | INTERNATIONAL | | | | |

  7. JOHN DONAHOE II

    Mr. Donahoe is the Company's President and Chief Executive Officer, 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'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 served on the Board of Directors of PayPal Holdings, Inc. from July 2015 to July 2024, ServiceNow from March 2017 to June 2020, and Intel Corporation from March 2009 to May 2017.

  8. THASUNDA DUCKETT

    THASUNDA DUCKETT

  9. THASUNDA DUCKETT

    | AGE | DIRECTOR SINCE | COMMITTEE | | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FAVORITE NIKE PRODUCTS | | | 51 | 2019 | Corporate Responsibility, Sustainability & Governance | | None | | Nike Air Force 1, Nike Pegasus, and Air Jordan | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | | DIVERSITY | | FINANCIAL EXPERTISE | | CEO EXPERIENCE | | | | | RETAIL INDUSTRY | | HR/TALENT MANAGEMENT | | |

  10. THASUNDA DUCKETT

    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, and •From 2004 to 2013, Ms. Duckett held multiple management and consumer lending 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 Chair 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.

  11. MÓNICA GIL

    MÓNICA GIL

  12. MÓNICA GIL

    | AGE | DIRECTOR SINCE | COMMITTEE | | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FAVORITE NIKE PRODUCTS | | | 52 | 2022 | Compensation | | None | | Air Jordan 1, Nike Motiva, Nike Alphafly, Nike Air Max, Nike Pegasus, and Nike Pro Leggings | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | | DIVERSITY | | INTERNATIONAL | | MEDIA | | | | | HR/TALENT MANAGEMENT | | | | |

  13. MÓNICA GIL

    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 National Women's History Museum.

  14. MARIA HENRY

    MARIA HENRY

  15. MARIA HENRY

    | AGE | DIRECTOR SINCE | COMMITTEE | | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FAVORITE NIKE PRODUCTS | | | 57 | 2023 | Audit & Finance | | General Mills, Inc. and NextEra Energy, Inc. | | Nike Invincible, Jordan ADG Golf shoes, and Nike Zenvy leggings | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | | DIVERSITY | | FINANCIAL EXPERTISE | | INTERNATIONAL | | | | | DIGITAL/TECHNOLOGY | | RETAIL INDUSTRY | | GOVERNANCE |

  16. MARIA HENRY

    Ms. Henry is the former Chief Financial Officer of Kimberly-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. and NextEra Energy, Inc. She served on the Board of Directors of Kimberly-Clark de México from February 2016 to March 2022.

  17. PETER HENRY

    PETER HENRY

  18. PETER HENRY

    | AGE | DIRECTOR SINCE | COMMITTEE | | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FAVORITE NIKE PRODUCTS | | | 54 | 2018 | Audit & Finance | | Citigroup Inc. and Analog Devices, Inc. | | Nike Epic React | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | | DIVERSITY | | INTERNATIONAL | | GOVERNANCE | | | | | FINANCIAL EXPERTISE | | ACADEMIA | | |

  19. PETER HENRY

    Dr. Henry is the 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. and Analog Devices, Inc. In addition to this public company board service, he also serves on the Board of 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 to April 2018 and Kraft Foods Group, Inc. and its predecessor, Kraft Foods Inc., from May 2011 to July 2015.

  20. TRAVIS KNIGHT

    TRAVIS KNIGHT

  21. TRAVIS KNIGHT

    | AGE | DIRECTOR SINCE | COMMITTEE | | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FAVORITE NIKE PRODUCTS | | | 50 | 2015 | Executive | | None | | Nike Pegasus | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | | FINANCIAL EXPERTISE | | CEO EXPERIENCE | | MEDIA |

  22. TRAVIS KNIGHT

    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'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.

  23. MARK PARKER, EXECUTIVE CHAIRMAN OF THE BOARD

    MARK PARKER, EXECUTIVE CHAIRMAN OF THE BOARD

  24. MARK PARKER, EXECUTIVE CHAIRMAN OF THE BOARD

    | AGE | DIRECTOR SINCE | COMMITTEE | | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FAVORITE NIKE PRODUCTS | | | 68 | 2006 | Executive, Chair | | The Walt Disney Company | | Nike Pegasus, Nike Air Max, and Nike React Infinity Run | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | | FINANCIAL EXPERTISE | | INTERNATIONAL | | HR/TALENT MANAGEMENT | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | GOVERNANCE |

  25. MARK PARKER, EXECUTIVE CHAIRMAN OF THE BOARD

    Mr. Parker is Executive Chairman of the Company's Board of Directors. 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 Chairman 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.

  26. MICHELLE PELUSO

    MICHELLE PELUSO

  27. MICHELLE PELUSO

    | AGE | DIRECTOR SINCE | COMMITTEE | | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FAVORITE NIKE PRODUCTS | | | 52 | 2014 | Corporate Responsibility, Sustainability & Governance, Chair | | None | | Nike Dunk Low, Nike Air Max 97, Nike Go leggings, and Serena Williams Collection | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | | DIVERSITY | | INTERNATIONAL | | HR/TALENT MANAGEMENT | | | | | FINANCIAL EXPERTISE | | DIGITAL/TECHNOLOGY | | GOVERNANCE | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | |

  28. MICHELLE PELUSO

    Ms. Peluso is Executive Vice President and Chief Customer and Experience Officer for CVS Health. She leads the approach in defining unparalleled patient and consumer experiences to improve the health and wellbeing of the over 100 million people CVS Health serves. She also focuses on enhancing every consumer interaction within the service centers, leveraging cutting-edge technology to drive efficiency and deliver exceptional service and satisfaction. Additionally, Ms. Peluso leads the brand and marketing efforts, strengthening CVS Health’s connection with consumers across America. •Prior to her current role, Ms. Peluso served as the Executive Vice President and Chief Customer Officer, CVS Health, and co-President, Pharmacy and Consumer Wellness. She was responsible for orchestrating the enterprise consumer experience, leading the front store business, bringing innovation into everyday health and wellness, and connecting retail consumers to the broader health assets of CVS Health. •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, digital sales, client experience, and the commercial business, globally. •Prior to her work at IBM, Ms. Peluso served as Chief Executive Officer of online shopping destination Gilt Groupe, Inc. ("Gilt") from 2013 until its sale to Hudson's Bay Company in February 2016 and was on Gilt's Board of Directors from 2009 to 2016. •From 2009 to 2013, Ms. Peluso served as Global 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 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 member of the Board of Directors at the Ad Council and is on the Executive Council of the Board of Directors of the Association of National Advertisers.

  29. MICHELLE PELUSO

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

  30. NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS

    NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS

  31. CATHLEEN BENKO

    CATHLEEN BENKO

  32. CATHLEEN BENKO

    | AGE | DIRECTOR SINCE | COMMITTEE | | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FAVORITE NIKE PRODUCTS | | | 66 | 2018 | Compensation | | SolarWinds Corporation | | Nike Air Max and Nike Air VaporMax | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | | DIVERSITY | | INTERNATIONAL | | HR/TALENT MANAGEMENT | | | | | FINANCIAL EXPERTISE | | DIGITAL/TECHNOLOGY | | |

  33. CATHLEEN BENKO

    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. JOHN ROGERS, JR.

  34. CATHLEEN BENKO

    | AGE | DIRECTOR SINCE | COMMITTEE | | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FAVORITE NIKE PRODUCTS | | | 66 | 2018 | Corporate Responsibility, Sustainability & Governance | | The New York Times Company and Ryan Specialty Group Holdings, Inc. | | Nike KD and Nike LeBron Basketball Shoes | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | | DIVERSITY | | CEO EXPERIENCE | | GOVERNANCE | | | | | FINANCIAL EXPERTISE | | | | |

  35. CATHLEEN BENKO

    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 investment company consisting of the five mutual funds his firm manages. •In 2008, Mr. Rogers 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 Inaugural Committee 2009. Mr. Rogers is a member of the Board of Directors of The New York Times Company and Ryan Specialty Group Holdings, Inc. In addition to this public company board service, he also serves as trustee of the University of Chicago; a member of the Board of Directors of the Barack Obama Foundation, the Robert F. Kennedy Human Rights, and the National Association of Basketball Coaches (NABC) Foundation, Inc.; and a life trustee of the Chicago Symphony Orchestra. Mr. Rogers served on the Board of Directors of McDonald's Corporation from May 2003 to May 2023 and Exelon Corporation from October 2000 to April 2019.

  36. ROBERT SWAN

    ROBERT SWAN

  37. ROBERT SWAN

    | AGE | DIRECTOR SINCE | COMMITTEE | | OTHER CURRENT PUBLIC DIRECTORSHIPS | | FAVORITE NIKE PRODUCTS | | | 64 | 2022 | Audit & Finance* | | Micron Technology, Inc. | | Nike Pegasus | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | | FINANCIAL EXPERTISE | | DIGITAL/TECHNOLOGY | | HR/TALENT MANAGEMENT | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | GOVERNANCE | | | | | INTERNATIONAL | | | | |

  38. ROBERT SWAN

    * Mr. Swan will serve as Chair of the Audit & Finance Committee beginning August 1, 2024. 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 2019. •Prior to joining Intel, Mr. Swan served as Operating Partner at General Atlantic LLC, a private equity firm, from 2015 to 2016. •He also served as Senior Vice President, Finance and Chief Financial Officer of eBay Inc. ("eBay") from 2006 to 2015. •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 Webvan Group, Inc. Mr. Swan began his career in 1985 at General Electric, serving in numerous senior finance roles. Mr. Swan is a member of the Board of Directors of Micron Technology, Inc. In addition to this public company board service, he is also a member of the Board of Directors of Flexport, the American Heart Association, and Kearney. Mr. Swan served on the Board of Commissioners of GoTo Group from December 2021 to June 2024, and on the Board of Directors of eBay from July 2015 to June 2023, Intel from January 2019 to February 2021, and Applied Materials, Inc. from March 2009 to September 2016.

  39. ROBERT SWAN

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

  40. DIRECTOR COMPENSATION FOR FISCAL 2024

    DIRECTOR COMPENSATION FOR FISCAL 2024

  41. DIRECTOR COMPENSATION FOR FISCAL 2024

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS(1) ($) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) | ALL OTHER COMPENSATION(2) ($) | TOTAL ($) | | Cathleen Benko | 100,000 | 190,770 | — | 18,714 | 309,484 | | Timothy Cook | 165,000 | 190,770 | — | 20,000 | 375,770 | | Thasunda Duckett | 100,000 | 190,770 | — | — | 290,770 | | Mónica Gil | 100,000 | 190,770 | — | — | 290,770 | | Alan Graf, Jr. | 135,000 | 190,770 | — | — | 325,770 | | Maria Henry(3) | 105,000 | 370,050 | — | 20,000 | 495,050 | | Peter Henry | 105,000 | 190,770 | — | 10,000 | 305,770 | | Travis Knight | 100,000 | 190,770 | — | — | 290,770 | | Michelle Peluso | 125,000 | 190,770 | — | 20,000 | 335,770 | | John Rogers, Jr. | 100,000 | 190,770 | — | — | 290,770 | | Robert Swan | 105,000 | 190,770 | — | 20,000 | 315,770 |

  42. DIRECTOR COMPENSATION FOR FISCAL 2024

    (1)Represents the grant date fair value of restricted stock awards granted in fiscal 2024 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, 2024, Ms. Henry held 3,711 shares of unvested restricted stock, each other non-employee director held 1,981shares of unvested restricted stock, and no non-employee director held any outstanding stock options. (2)Consists of matched contributions to charities under the NIKE Matching Gift Program. (3)For Ms. Henry, who was appointed to the Board effective June 1, 2023, stock awards consist of a one-time, sign-on grant of restricted stock as well as an annual restricted stock award, each as described in the section below titled "Director Fees and Arrangements".

  43. COMPENSATION DISCUSSION AND ANALYSIS

    | Key Defined Terms | | | TERM | DEFINITION | | 401(k) Plan | 401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc. | | Absolute TSR | Company total shareholder return for the applicable performance period | | Adjusted EBIT | EBIT, excluding the impact of acquisitions and divestitures; changes in accounting principles; unanticipated restructurings; unanticipated exchange rate fluctuations; and other extraordinary, unusual, or infrequently occurring items | | Adjusted Revenue | Company revenue, excluding the impact of acquisitions and divestitures; changes in accounting principles; unanticipated restructurings; unanticipated exchange rate fluctuations; and other extraordinary, unusual, or infrequently occurring items | | CD&A | Compensation Discussion and Analysis | | EBIT | Company earnings before interest and taxes | | NEO | Named Executive Officer | | PSP | NIKE, Inc. Executive Performance Sharing Plan | | PSU | Performance-based restricted stock unit | | Relative TSR | Absolute TSR for the applicable performance period relative to total shareholder return over the same period for the other companies in the S&P 500 | | RSU | Time-vesting restricted stock unit | | SIP | NIKE, Inc. Stock Incentive Plan |

  44. DIRECT COMPENSATION ELEMENTS

    | ELEMENT | | KEY CHARACTERISTICS | PURPOSE | | Base Salary | | Fixed cash compensation | Provides market competitive baseline compensation to attract and retain top-tier talent | | Annual Cash Incentive Award – PSP | | Variable cash incentive compensation earned at 0% – 200% based on Company performance over a 1-year performance period | Motivates and rewards achievement of sustainable and profitable growth | | Long-Term Incentive Award – SIP | PSUs (50%(1)) | Variable stock-based incentive compensation earned at 0% – 200% based on Company performance over a 3-year performance period; value dependent upon achievement of performance metrics and our stock price | Aligns NEOs' interests with those of our shareholders by motivating and rewarding achievement of long-term shareholder value and growth; promotes retention | | | Stock Options (35%(1)) | Stock-based incentive compensation that generally vests in 4 equal annual installments; only provides value if our stock price appreciates | Aligns NEOs' interests with those of our shareholders by rewarding achievement of upside potential; promotes retention | | | RSUs (15%(1)) | Stock-based incentive compensation that generally vests in 3 equal annual installments; value tied to our stock price | Aligns NEOs' interests with those of our shareholders by rewarding long-term value creation; promotes retention |

  45. DIRECT COMPENSATION ELEMENTS

    (1) Percentages reflect the long-term incentive award mix for all NEOs except Mr. Parker who, due to his role as Executive Chairman, received his long-term incentive award 100% in the form of stock options.

  46. FISCAL 2024 PROGRAM ENHANCEMENTS

    | PROGRAM ELEMENT | OBJECTIVE | ENHANCEMENT(1) | | Annual Cash Incentive Award – PSP | Focus on top-line growth and overall profitability | Streamlined plan to two equally-weighted metrics—Adjusted Revenue (for driving top-line growth) and Adjusted EBIT (for managing overall profitability)—by eliminating adjusted digital revenue as a metric | | | Incentivize and reward exceptional performance, while balancing achievability | Increased the spread between threshold and maximum by increasing the maximum level (from 150% to 200%) and decreasing the threshold level (from 50% to 25%) | | Long-Term Incentive Award – SIP | Further strengthen the connection between pay and performance, and respond to shareholder feedback | Increased the portion of the long-term incentive award granted in the form of PSUs to 50%, with the remainder delivered in the form of stock options (35%) and RSUs (15%) |

  47. FISCAL 2024 PROGRAM ENHANCEMENTS

    (1) Program enhancements applied to all NEOs except Mr. Parker who, due to his role as Executive Chairman, did not receive a PSP award and received his long-term incentive award 100% in the form of stock options.

  48. INCENTIVE AWARD OUTCOMES

    INCENTIVE AWARD OUTCOMES The following summarizes incentive award outcomes for fiscal 2024. For more information on incentive award outcomes for the NEOs, see the sections below titled "Compensation of our Named Executive Officers—Annual Cash Incentive" and "Compensation of our Named Executive Officers—Long-Term Incentive—Fiscal 2022 Award Results".

  49. INCENTIVE AWARD OUTCOMES

    | FISCAL 2024 PSP | FISCAL 2022 – 2024 PSUs | | | |

  50. COMPENSATION OBJECTIVES AND STRUCTURE

    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 consists of 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. 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 relating to our business, the competitive market for top-tier talent, and the applicable executives—including future potential, individual performance, market insights, succession planning, retention, and leadership continuity. 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 balances performance incentives, including by using multiple performance metrics and periods, and through a mixture of cash- and stock-based compensation elements. Stock-based compensation—which consists of PSUs, stock options, and RSUs—is also structured to pay for performance by linking the majority of each NEO's target total direct compensation directly to our stock price. The following charts illustrate the mix of components that make up fiscal 2024 target total direct compensation for our NEOs. * "Other NEOs" represents each of Mr. Friend, Ms. O'Neill, and Mr. Williams, and excludes Mr. Parker whose compensation is structured differently due to his role as Executive Chairman.

  51. ANNUAL CASH INCENTIVE

    ANNUAL CASH INCENTIVE Annual cash incentive awards are paid to the Named Executive Officers under our PSP and are designed to reflect our "pay for performance" philosophy. For fiscal 2024, PSP awards were eligible to be earned between 0% and 200% of target based on Company performance during the fiscal year. The Compensation Committee retains discretion to adjust PSP metrics and award payouts based on individual or Company performance. To align employees and reinforce our one-team culture, the same compensation philosophy 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. The Compensation Committee set the PSP target award for Mr. Williams to align with his applicable cohort in connection with his appointment as President of Geographies & Marketplace. For each other NEO, the committee maintained fiscal 2024 PSP target awards at the same level as his or her fiscal 2023 PSP target award. Therefore, the fiscal 2024 PSP target awards were:

  52. ANNUAL CASH INCENTIVE

    | NAMED EXECUTIVE OFFICER | FISCAL 2024 PSP TARGET AWARD (% OF BASE SALARY) | | John Donahoe II | 200% | | Mark Parker | 0% | | Matthew Friend | 120% | | Heidi O'Neill | 120% | | Craig Williams | 120% |

  53. ANNUAL CASH INCENTIVE

    In June 2023, the Compensation Committee reviewed our annual cash incentive program and determined to make the following changes for the fiscal 2024 PSP awards in order to drive sustained engagement, motivation, and Company performance and to better align with NIKE's business strategy and culture: •Streamlined the metrics to Adjusted Revenue and Adjusted EBIT (eliminating the adjusted digital revenue metric used in prior year awards) to focus on driving top-line growth and managing overall profitability, respectively. •Increased the spread between threshold and maximum earnout levels by increasing the maximum to 200% of target (from 150%) and decreasing the threshold to 25% of target (from 50%), to incentivize and reward exceptional performance while balancing achievability. Consistent with the prior year, the committee maintained equal weighting for the metrics (with the weight of each metric increasing to 50% due to the decrease from three metrics to two) as well as a single, year-long performance period. In setting the year-long performance goals for the PSP, the Compensation Committee sought to drive sustainable and profitable growth. Accordingly, the Adjusted Revenue target goal represented an increase of 5% compared to actual fiscal 2023 revenue, with threshold and maximum goals set equidistant from the target goal to balance stretch and risk. The Adjusted EBIT target goal represented an increase of 15% compared to actual fiscal 2023 EBIT, with threshold and maximum goals set non-equidistant from the target goal; the additional upside stretch was built into the maximum goal to incentivize exceptional performance. For fiscal 2024, Adjusted Revenue of $51.7 billion corresponded to an earnout of 37% and Adjusted EBIT of $7.1 billion corresponded to an earnout of 93%. These earnouts were averaged together to calculate a PSP payout of 65% for all executive officers. The fiscal 2024 PSP performance goals, achievement levels, and payout are illustrated below.

  54. FISCAL 2024 PERFORMANCE GOALS AND RESULTS

    FISCAL 2024 PERFORMANCE GOALS AND RESULTS (Dollars in millions)

  55. FISCAL 2024 PERFORMANCE GOALS AND RESULTS

    | % PAYOUT | THRESHOLD 25% | TARGET 100% | MAXIMUM 200% | | | Adjusted Revenue(1) (Weighted 50%) | | | | EARNOUT: 37% | | Adjusted EBIT(1) (Weighted 50%) | | | | EARNOUT: 93% | | FISCAL 2024 PSP PAYOUT | | | | 65% |

  56. FISCAL 2024 PERFORMANCE GOALS AND RESULTS

    (1) As described on page 29, each metric excluded the impact of certain non-operational events to help drive and reward organic growth.

  57. LONG-TERM INCENTIVE

    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' direct compensation, constituting 81% of fiscal 2024 target total direct compensation for Mr. Donahoe (67% for Mr. Parker and 74% for each other NEO). Long-term incentive compensation consists of three components: PSUs, stock options, and RSUs, each granted under our SIP. In fiscal 2024, the Compensation Committee finished a multi-year evolution to increase the proportion of the total long-term incentive award delivered in the form of PSUs to 50%. Therefore, fiscal 2024 NEO awards were delivered 50% as PSUs, 35% as stock options, and 15% as RSUs (excluding Mr. Parker, whose long-term incentive award is delivered entirely as stock options due to his role as Executive Chairman).

  58. LONG-TERM INCENTIVE

    | |

  59. LONG-TERM INCENTIVE

    Consistent with prior years, the Company made grants of fiscal 2024 long-term incentive awards to executive officers (including NEOs) on August 1, 2023. The Compensation Committee determined in June 2024 to align the grant date for long-term incentive awards to executive officers (including NEOs) with the grant date for employees below the executive officer level. Accordingly, awards for fiscal 2025 and thereafter are expected to be granted to executive officers (including NEOs) on September 1 of each fiscal year.

  60. FISCAL 2024 AWARD GRANTS

    FISCAL 2024 AWARD GRANTS The Compensation Committee determined the fiscal 2024 long-term incentive awards in June 2023. With respect to the mix of the long-term incentive award components, the Compensation Committee completed a multi-year evolution to increase the proportion delivered in PSUs. In setting the value of each long-term incentive award, the committee considered multiple factors, including individual and Company performance, evolving responsibilities, our cohort compensation approach, and retaining top-tier talent in a highly competitive talent marketplace. Accordingly, the Compensation Committee increased the target value of Mr. Donahoe's long-term incentive award by $2,000,000 compared to fiscal 2023, which consisted of a PSU increase of $1,600,000, a stock option increase of $350,000, and an RSU increase of $50,000. Given Mr. Parker's responsibilities as Executive Chairman, the committee maintained his same award value and mix compared to fiscal 2023. For each of Mr. Friend and Ms. O'Neill, the Compensation Committee increased the target long-term incentive award by $2,500,000, which consisted in each case of a PSU increase of $2,000,000, a stock option increase of $700,000, and an RSU decrease of $200,000. The committee set the target value and mix of Mr. Williams' long-term incentive award to align with his applicable cohort in connection with his appointment as President of Geographies & Marketplace. The fiscal 2024 long-term incentive award values were:

  61. FISCAL 2024 AWARD GRANTS

    | NAMED EXECUTIVE OFFICER | TOTAL FISCAL 2024 LONG-TERM INCENTIVE AWARD | | TARGET PSUs (50%)(1) | STOCK OPTIONS (35%)(1) | RSUs (15%)(1) | | John Donahoe II | $19,000,000 | → | $9,500,000 | $6,650,000 | $2,850,000 | | Mark Parker | $2,000,000 | → | — | $2,000,000 | — | | Matthew Friend | $8,000,000 | → | $4,000,000 | $2,800,000 | $1,200,000 | | Heidi O'Neill | $8,000,000 | → | $4,000,000 | $2,800,000 | $1,200,000 | | Craig Williams | $8,000,000 | → | $4,000,000 | $2,800,000 | $1,200,000 |

  62. FISCAL 2024 AWARD GRANTS

    (1) Percentages reflect the long-term incentive award mix for all Named Executive Officers except Mr. Parker, whose long-term incentive award was delivered 100% in stock options.

  63. 2024 – 2026 PSUs

    2024 – 2026 PSUs PSUs align our Named Executive Officers' interests with those of our shareholders 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. In June 2023, the Compensation Committee selected the metric, corresponding performance goals, and award terms for the fiscal 2024 – 2026 PSU awards. The committee will determine the earnout of the fiscal 2024 – 2026 PSU awards following the completion of the three-year performance period, and any PSUs that are earned will vest on August 1, 2026. Consistent with the prior year's awards, the Compensation Committee selected Relative TSR as the metric for the fiscal 2024 – 2026 PSU awards and continued to target above-median performance as shown in the table below:

  64. FISCAL 2024 – 2026 PERFORMANCE GOALS

    FISCAL 2024 – 2026 PERFORMANCE GOALS

  65. FISCAL 2024 – 2026 PERFORMANCE GOALS

    | % PAYOUT | THRESHOLD 25% | TARGET 100% | MAXIMUM 200% | | Relative TSR(1) | | | |

  66. FISCAL 2024 – 2026 PERFORMANCE GOALS

    (1)Relative TSR for fiscal years 2024, 2025, and 2026, 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. The fiscal 2024 – 2026 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. The target number of PSUs granted to each Named Executive Officer for fiscal 2024 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, the PSU awards generally provide that any unvested PSUs 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").

  67. STOCK OPTIONS

    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 by rewarding the NEOs only if the price of our Class B Stock appreciates. The number of stock options granted to each NEO for fiscal 2024 was determined by dividing the NEO's award value by the Black-Scholes value (calculated based on a 20-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 (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, they forfeit any unvested stock options. Forfeiture is subject to a limited retirement provision designed to encourage executives to delay retirement, as 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").

  68. RSUs

    RSUs 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 2024 was determined by dividing the NEO'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. 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").

  69. FISCAL 2022 AWARD RESULTS

    FISCAL 2022 AWARD RESULTS As previously disclosed in our 2022 proxy statement, the fiscal 2022 – 2024 PSU awards granted in June 2021 were to be earned between 0% and 200% of target based on Relative TSR over a three-year performance period (subject to a payout cap of 100% if Absolute TSR was negative). In addition, if Relative TSR was achieved at or above the threshold performance goal, a People & Planet modifier would allow the award payout to be increased or decreased 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. NIKE's Relative TSR for fiscal years 2022 – 2024 was at the 10th percentile, corresponding to an earnout of 0%. Relative TSR was calculated in comparison to the companies that were included in the S&P 500 as of May 31, 2024, using the 20-trading day average stock price and assuming that dividends paid during the performance period were reinvested in the applicable company's stock. Because Relative TSR was below the threshold performance goal, the People & Planet modifier was not applicable. Therefore, as illustrated below, the total payout for the fiscal 2022 – 2024 PSU awards was 0% for each of the NEOs.

  70. FISCAL 2022 – 2024 PERFORMANCE RESULTS

    | FINANCIAL PERFORMANCE METRIC | | | | | | % PAYOUT | THRESHOLD 25% | TARGET 100% | MAXIMUM 200% | | | Relative TSR | | | | EARNOUT: 0% |

  71. FISCAL 2022 – 2024 PERFORMANCE RESULTS

    | PEOPLE & PLANET MODIFIER •The People & Planet modifier did not apply because Relative TSR performance was below the threshold performance level | MODIFIER: 0% |

  72. FISCAL 2022 – 2024 PERFORMANCE RESULTS

    | TOTAL PAYOUT | 0% |

  73. PEER GROUP

    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, or which are aligned with our evolving business and talent strategies) to provide a reference for assessing executive compensation levels and practices. Based on the criteria, the following peer group was considered for purposes of setting fiscal 2024 executive compensation:

  74. PEER GROUP

    | American Express Company | Microsoft Corporation | Salesforce, Inc. | | Best Buy Company, Inc. | Mondelez International, Inc. | Starbucks Corporation | | The Coca-Cola Company | Netflix, Inc. | Target Corporation | | Kimberly-Clark Corporation | Oracle Corporation | TJX Companies | | Lowe's Companies, Inc. | Pepsico, Inc. | Walmart Inc. | | McDonald's Corporation | Procter & Gamble Company | The Walt Disney Company |

  75. PEER GROUP

    In November 2023, the Compensation Committee further refined the peer group for purposes of setting fiscal 2025 executive compensation to include Cisco Systems, Inc. and to remove American Express Company and Oracle Corporation. In addition to considering our peer group, the Compensation Committee also uses market survey data from third parties, including Aon, 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.

  76. ROLE OF COMPENSATION CONSULTANT

    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. The Compensation Committee chose not to retain any such consultants in fiscal 2024. However, in connection with the committee's analysis and decision-making regarding the fiscal 2024 executive compensation program, the Compensation Committee supplemented peer group data with information from surveys and reports containing competitive market data from Aon, Willis Towers Watson, and Mercer, which are obtained by our human resources staff.

  77. CHANGE-IN-CONTROL PROVISIONS

    CHANGE-IN-CONTROL PROVISIONS PSP awards do not accelerate upon a change in control. PSU, stock option, and RSU 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'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".

  78. CLAWBACK

    CLAWBACK In December 2023, the Company adopted 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 and corresponding NYSE listing standards. The clawback policy generally requires recoupment of erroneously awarded incentive-based compensation (including any compensation granted, earned, or vested wholly or in part upon the attainment of a financial reporting measure) received by current and former executive officers (as defined in Rule 10D-1 of the Exchange Act), including our NEOs, during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement due to the Company's material noncompliance with any financial reporting requirement under U.S. federal securities laws. In addition to the clawback policy, the Company maintains clawback provisions in the PSP and all of our equity award agreements (including all time-vesting equity awards) that generally permit recoupment in the event of the recipient's theft, embezzlement, fraud, breach of confidentiality or other applicable restrictive covenants, or material breach of contract.

  79. RISK ASSESSMENT

    RISK ASSESSMENT At the Compensation Committee's request, management prepared an assessment of potential risks associated with the Company's fiscal 2024 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.

  80. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the total compensation of each Named Executive Officer for fiscal years 2024, 2023, and 2022.

  81. SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY(1) ($) | BONUS(2) ($) | STOCK AWARDS(3) ($) | OPTION AWARDS(4) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(5) ($) | ALL OTHER COMPENSATION(6) ($) | TOTAL ($) | | John Donahoe II President and Chief Executive Officer | 2024 | 1,557,692 | — | 12,400,986 | 6,836,722 | 1,950,000 | 6,439,301 | 29,184,701 | | | 2023 | 1,500,000 | — | 13,220,455 | 7,247,371 | 6,770,000 | 4,052,059 | 32,789,885 | | | 2022 | 1,500,000 | — | 12,061,812 | 6,782,995 | 4,450,000 | 4,043,253 | 28,838,060 | | Matthew Friend Executive Vice President and Chief Financial Officer | 2024 | 1,298,077 | — | 5,221,473 | 2,878,629 | 975,000 | 17,331 | 10,390,510 | | | 2023 | 1,221,154 | — | 4,080,045 | 2,415,790 | 2,425,000 | 15,250 | 10,157,239 | | | 2022 | 1,056,731 | 1,056,000 | 2,783,949 | 1,938,030 | 890,000 | 14,500 | 7,739,210 | | Heidi O'Neill President, Consumer, Product & Brand | 2024 | 1,298,077 | — | 5,221,473 | 2,878,629 | 975,000 | 26,208 | 10,399,387 | | | 2023 | 1,250,000 | — | 4,080,045 | 2,415,790 | 2,425,000 | 15,250 | 10,186,085 | | | 2022 | 1,221,154 | 1,200,000 | 2,990,322 | 2,261,028 | 890,000 | 26,618 | 8,589,122 | | Mark Parker Executive Chairman | 2024 | 1,038,461 | — | — | 2,056,159 | — | 4,969,977 | 8,064,597 | | | 2023 | 1,000,000 | — | — | 2,300,765 | — | 6,638,047 | 9,938,812 | | | 2022 | 1,134,615 | — | — | 2,153,362 | 4,450,000 | 4,096,391 | 11,834,368 | | Craig Williams President, Geographies & Marketplace | 2024 | 1,272,115 | — | 5,221,473 | 2,878,629 | 975,000 | 16,500 | 10,363,717 |

  82. SUMMARY COMPENSATION TABLE

    (1)Salary amounts for fiscal 2024 reflect 27 bi-weekly pay periods, compared with 26 bi-weekly pay periods for fiscal 2023 and fiscal 2022. (2)For fiscal 2022, represents annual cash incentive awards under our PSP which were paid at 0% for Mr. Donahoe and 80% for Mr. Friend and Ms. O'Neill. Mr. Parker did not receive a fiscal 2022 PSP award. (3)Represents the grant date fair value of RSU and PSU awards, 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 2024". For fiscal 2024, the grant date fair value of the PSU awards was: $9,515,014 for Mr. Donahoe and $4,006,367 for Messrs. Friend and Williams and Ms. O'Neill. Assuming that the maximum level of performance conditions is achieved, the PSU award values would be: $19,239,303 for Mr. Donahoe and $8,100,851 for Messrs. Friend and Williams and Ms. O'Neill. Mr. Parker's long-term incentive award for each fiscal year was delivered 100% in stock options. (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, 2024. (5)Non-Equity Incentive Plan Compensation consists of the following:

  83. SUMMARY COMPENSATION TABLE

    | NAME | Year | ANNUAL INCENTIVE COMPENSATION(a) ($) | LONG-TERM INCENTIVE COMPENSATION(b) ($) | TOTAL ($) | | John Donahoe II | 2024 | 1,950,000 | — | 1,950,000 | | | 2023 | 3,570,000 | 3,200,000 | 6,770,000 | | | 2022 | — | 4,450,000 | 4,450,000 | | Matthew Friend | 2024 | 975,000 | — | 975,000 | | | 2023 | 1,785,000 | 640,000 | 2,425,000 | | | 2022 | — | 890,000 | 890,000 | | Heidi O'Neill | 2024 | 975,000 | — | 975,000 | | | 2023 | 1,785,000 | 640,000 | 2,425,000 | | | 2022 | — | 890,000 | 890,000 | | Mark Parker | 2024 | — | — | — | | | 2023 | — | — | — | | | 2022 | — | 4,450,000 | 4,450,000 | | Craig Williams | 2024 | 975,000 | — | 975,000 |

  84. SUMMARY COMPENSATION TABLE

    (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 the NIKE, Inc. Amended and Restated Long-term Incentive Plan ("LTIP"). Beginning with the fiscal 2022 – 2024 performance period, LTIP awards were replaced by PSUs. (6)For fiscal 2024, includes Company matching contributions to the 401(k) Plan in the amount of $16,500 for each of the Named Executive Officers. The amount for Mr. Donahoe also includes $6,280,000 in charitable matching contributions made by the Company, $123,026 in aggregate incremental cost to the Company for personal use of the Company's aircraft, as well as the value of security services and Company-related merchandise. The amount for Mr. Parker also includes $4,760,000 in charitable matching contributions made by the Company, $160,052 in aggregate incremental cost to the Company for personal use of the Company' aircraft, $33,400 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).

  85. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 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 2024.

  86. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    | | | | ESTIMATED POSSIBLE 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) | | | | | THRESHOLD | TARGET | MAXIMUM | THRESHOLD | TARGET | MAXIMUM | | | | | | NAME | GRANT DATE | APPROVAL DATE | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($/SH) | ($) | | John Donahoe II | | | 750,000 | 3,000,000 | 6,000,000 | | | | | | | | | | 8/1/2023 | 6/28/2023 | | | | 21,983 | 87,931 | 175,862 | | | | 9,515,014 | | | 8/1/2023 | 6/28/2023 | | | | | | | 26,380 | | | 2,885,972 | | | 8/1/2023 | 6/28/2023 | | | | | | | | 196,514 | 109.40 | 6,836,722 | | Matthew Friend | | | 375,000 | 1,500,000 | 3,000,000 | | | | | | | | | | 8/1/2023 | 6/28/2023 | | | | 9,256 | 37,024 | 74,048 | | | | 4,006,367 | | | 8/1/2023 | 6/28/2023 | | | | | | | 11,107 | | | 1,215,106 | | | 8/1/2023 | 6/28/2023 | | | | | | | | 82,743 | 109.40 | 2,878,629 | | Heidi O'Neill | | | 375,000 | 1,500,000 | 3,000,000 | | | | | | | | | | 8/1/2023 | 6/28/2023 | | | | 9,256 | 37,024 | 74,048 | | | | 4,006,367 | | | 8/1/2023 | 6/28/2023 | | | | | | | 11,107 | | | 1,215,106 | | | 8/1/2023 | 6/28/2023 | | | | | | | | 82,743 | 109.40 | 2,878,629 | | Mark Parker | | | — | — | — | | | | | | | | | | 8/1/2023 | 6/28/2023 | | | | — | — | — | | | | — | | | 8/1/2023 | 6/28/2023 | | | | | | | — | | | — | | | 8/1/2023 | 6/28/2023 | | | | | | | | 59,102 | 109.40 | 2,056,159 | | Craig Williams | | | 375,000 | 1,500,000 | 3,000,000 | | | | | | | | | | 8/1/2023 | 6/28/2023 | | | | 9,256 | 37,024 | 74,048 | | | | 4,006,367 | | | 8/1/2023 | 6/28/2023 | | | | | | | 11,107 | | | 1,215,106 | | | 8/1/2023 | 6/28/2023 | | | | | | | | 82,743 | 109.40 | 2,878,629 |

  87. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024

    (1)These amounts represent the potential performance-based annual cash incentive awards payable for performance during fiscal 2024 under our PSP. Under this plan, the Compensation Committee approved target awards for fiscal 2024 based on a percentage of the executive's salary as follows: Mr. Donahoe, 200%; Mr. Friend, 120%; Ms. O'Neill, 120%; Mr. Parker, 0%; and Mr. Williams, 120%. Fiscal 2024 PSP awards were eligible to be earned between 0% and 200% of target based on Company performance on two equally-weighted metrics—Adjusted Revenue and Adjusted EBIT—during fiscal 2024. Actual award payouts earned in fiscal 2024 and paid in fiscal 2025 are shown in the Summary Compensation Table. (2)These amounts represent grants of PSUs under the SIP which are eligible to be earned between 0% and 200% of target based on Relative TSR for fiscal 2024 – 2026, 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 2026 and are generally subject to continued employment through the vesting date. Vesting will be accelerated in certain circumstances as described in the section below titled "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 in the section below titled "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 in the section below titled "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 $108.21 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 32.61% and risk-free interest rate of 4.50%. 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 $34.79 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, 2024. Stock and option award values were computed in accordance with accounting guidance applicable to stock-based compensation.

  88. OUTSTANDING EQUITY AWARDS AT MAY 31, 2024

    OUTSTANDING EQUITY AWARDS AT MAY 31, 2024 The following table sets forth information concerning outstanding stock options, PSUs, and RSUs held by the Named Executive Officers at May 31, 2024.

  89. OUTSTANDING EQUITY AWARDS AT MAY 31, 2024

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | NUMBER 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 II | 236,843 | — | 102.16 | 1/13/2030 | | | | | | | 767,544 | — | 102.16 | 1/13/2030 | | | | | | | 179,682 | 59,893(4) | 97.61 | 8/1/2030 | | | | | | | 76,420 | 76,419(5) | 167.51 | 8/1/2031 | | | | | | | 56,391 | 169,173(6) | 114.30 | 8/1/2032 | | | | | | | — | 196,514(7) | 109.40 | 8/1/2033 | 52,326 | 4,973,586 | 40,311 | 3,831,561 | | Matthew Friend | 23,000 | — | 57.87 | 7/15/2026 | | | | | | | 30,000 | — | 59.10 | 7/20/2027 | | | | | | | 35,000 | — | 77.54 | 8/1/2028 | | | | | | | 36,095 | — | 83.12 | 8/1/2029 | | | | | | | 57,898 | 19,299(4) | 97.61 | 8/1/2030 | | | | | | | 21,835 | 21,834(5) | 167.51 | 8/1/2031 | | | | | | | 18,797 | 56,391(6) | 114.30 | 8/1/2032 | | | | | | | — | 82,743(7) | 109.40 | 8/1/2033 | 37,301 | 3,545,460 | 13,896 | 1,320,815 | | Heidi O'Neill | 25,000 | — | 77.54 | 8/1/2028 | | | | | | | 61,360 | — | 83.12 | 8/1/2029 | | | | | | | 57,898 | 19,299(4) | 97.61 | 8/1/2030 | | | | | | | 25,474 | 25,473(5) | 167.51 | 8/1/2031 | | | | | | | 18,797 | 56,391(6) | 114.30 | 8/1/2032 | | | | | | | — | 82,743(7) | 109.40 | 8/1/2033 | 37,711 | 3,584,431 | 13,896 | 1,320,815 | | Mark Parker | 110,000 | — | 38.76 | 7/18/2024 | | | | | | | 330,000 | — | 56.40 | 7/17/2025 | | | | | | | 165,000 | — | 57.87 | 7/15/2026 | | | | | | | 165,000 | — | 59.10 | 7/20/2027 | | | | | | | 175,000 | — | 77.54 | 8/1/2028 | | | | | | | 302,268 | — | 83.12 | 8/1/2029 | | | | | | | 199,646 | 66,548(4) | 97.61 | 8/1/2030 | | | | | | | 24,261 | 24,260(5) | 167.51 | 8/1/2031 | | | | | | | 17,902 | 53,706(6) | 114.30 | 8/1/2032 | | | | | | | — | 59,102(7) | 109.40 | 8/1/2033 | — | — | — | — | | Craig Williams | 30,355 | — | 82.36 | 2/10/2029 | | | | | | | 36,095 | — | 83.12 | 8/1/2029 | | | | | | | 23,070 | 7,690(4) | 97.61 | 8/1/2030 | | | | | | | 15,710 | 15,710(5) | 167.51 | 8/1/2031 | | | | | | | 9,466 | 28,398(6) | 114.30 | 8/1/2032 | | | | | | | — | 82,743(7) | 109.40 | 8/1/2033 | 61,205 | 5,817,535 | 10,880 | 1,034,144 |

  90. OUTSTANDING EQUITY AWARDS AT MAY 31, 2024

    (1)Stock options generally become exercisable in four equal installments on each of the first four anniversaries of the grant date. (2)Reflects RSUs that vest as described in the table below. PSUs for the fiscal 2022 – 2024 performance period that were scheduled to cliff vest on August 1, 2024 were earned at 0% based on three-year Relative TSR.

  91. OUTSTANDING EQUITY AWARDS AT MAY 31, 2024

    | NAME | FISCAL YEAR OF GRANT | NUMBER OF UNVESTED UNITS | VESTING SCHEDULE | | John Donahoe II | 2024 | 26,380 | RSUs subject to three-year pro-rata vesting on 8/1/2024, 8/1/2025, and 8/1/2026 | | | 2023 | 17,322 | RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2024 and 50% vest on 8/1/2025 | | | 2022 | 8,624 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2024 | | Matthew Friend | 2024 | 11,107 | RSUs subject to three-year pro-rata vesting on 8/1/2024, 8/1/2025, and 8/1/2026 | | | 2023 | 8,661 | RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2024 and 50% vest on 8/1/2025 | | | 2022 | 2,464 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2024 | | | 2021 | 15,069 | RSUs subject to four-year pro-rata vesting; 100% of the remaining units vested on 6/1/2024 | | Heidi O'Neill | 2024 | 11,107 | RSUs subject to three-year pro-rata vesting on 8/1/2024, 8/1/2025, and 8/1/2026 | | | 2023 | 8,661 | RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2024 and 50% vest on 8/1/2025 | | | 2022 | 2,874 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2024 | | | 2021 | 15,069 | RSUs subject to four-year pro-rata vesting; 100% of the remaining units vested on 6/1/2024 | | Craig Williams | 2024 | 11,107 | RSUs subject to three-year pro-rata vesting on 8/1/2024, 8/1/2025, and 8/1/2026 | | | 2023 | 4,207 | RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2024 and 50% vest on 8/1/2025 | | | 2023 | 13,880 | RSUs scheduled to vest in two equal tranches on 1/10/2024 and 7/10/2025; 100% of the remaining units vest on 7/10/2025 | | | 2022 | 1,396 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2024 | | | 2021 | 30,615 | RSUs scheduled to vest in two equal tranches on 7/10/2022 and 7/10/2024; 100% of the remaining units vested on 7/10/2024 |

  92. OUTSTANDING EQUITY AWARDS AT MAY 31, 2024

    (3)Reflects PSUs that vest as described in the table below, assuming performance at the threshold level (25%). 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.

  93. OUTSTANDING EQUITY AWARDS AT MAY 31, 2024

    | NAME | FISCAL YEAR OF PERFORMANCE PERIOD | NUMBER OF UNEARNED, UNVESTED UNITS | VESTING SCHEDULE | | John Donahoe II | 2024 – 2026 | 21,983 | Any earned units will cliff vest on 8/1/2026 | | | 2023 – 2025 | 18,328 | Any earned units will cliff vest on 8/1/2025 | | Matthew Friend | 2024 – 2026 | 9,256 | Any earned units will cliff vest on 8/1/2026 | | | 2023 – 2025 | 4,640 | Any earned units will cliff vest on 8/1/2025 | | Heidi O'Neill | 2024 – 2026 | 9,256 | Any earned units will cliff vest on 8/1/2026 | | | 2023 – 2025 | 4,640 | Any earned units will cliff vest on 8/1/2025 | | Craig Williams | 2024 – 2026 | 9,256 | Any earned units will cliff vest on 8/1/2026 | | | 2023 – 2025 | 1,624 | Any earned units will cliff vest on 8/1/2025 |

  94. OUTSTANDING EQUITY AWARDS AT MAY 31, 2024

    (4)100% of these options will vest on August 1, 2024. (5)50% of these options will vest on August 1, 2024 and 50% will vest on August 1, 2025. (6)33.3% of these options will vest on August 1, 2024, 33.3% will vest on August 1, 2025, and 33.3% will vest on August 1, 2026. (7)25% of these options will vest on August 1, 2024, 25% will vest on August 1, 2025, 25% will vest on August 1, 2026, and 25% will vest on August 1, 2027.

  95. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2024

    OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2024 The following table sets forth information concerning stock option exercises and vesting of RSUs during fiscal 2024 for each of the Named Executive Officers on an aggregated basis.

  96. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2024

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | John Donahoe II | — | — | 29,590 | 3,237,146 | | Matthew Friend | — | — | 25,828 | 2,738,635 | | Heidi O'Neill | — | — | 26,239 | 2,783,598 | | Mark Parker | 330,000 | 21,727,750 | — | — | | Craig Williams | — | — | 18,748 | 1,972,887 |

  97. NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

    NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

  98. NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

    | NAME | PLAN NAME | EXECUTIVE CONTRIBUTIONS IN FISCAL 2024(1) | AGGREGATE EARNINGS IN FISCAL 2024 | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS IN FISCAL 2024 | AGGREGATE BALANCE AT MAY, 31 2024(1) | | John Donahoe II | DCP | — | $174,747 | — | $973,287 | | Matthew Friend | DCP | — | $107,013 | — | $680,528 | | Heidi O'Neill | DCP | $453,000 | $796,756 | — | $5,877,155 | | Mark Parker | DCP | $250,000 | $3,885,900 | — | $32,527,216 | | Craig Williams | DCP | $816,365 | $98,500 | — | $1,084,448 |

  99. NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2024

    (1)All amounts reported in the Executive Contributions column are also included in amounts reported in 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. Friend, $9,503; Ms. O'Neill, $1,660,906; Mr. Parker, $22,435,929; and Mr. Williams, $816,365.

  100. NON-QUALIFIED DEFERRED COMPENSATION PLANS

    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. 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 ($330,000 for fiscal 2024) 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 2024 ranging from -5% to 11%. 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 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.

  101. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

  102. CEO PAY RATIO

    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 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 2024, 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 $38,462; •The annual total compensation of our CEO, Mr. Donahoe, was $29,184,701; and •The estimated ratio of the annual total compensation of our CEO to the median annual total compensation of all other NIKE employees was 759 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.

  103. PAY VERSUS PERFORMANCE

    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".

  104. PAY VERSUS PERFORMANCE TABLE

    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.

  105. PAY VERSUS PERFORMANCE TABLE

    | 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) | | | | 2024 | $29,184,701 | $13,158,408 | $9,804,553 | $5,812,537 | $100.23 | $124.83 | $5,700 | $51,656 | | 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 |

  106. PAY VERSUS PERFORMANCE TABLE

    (1) John Donahoe II served as the Company's CEO for each fiscal year presented. For fiscal 2024, the individuals comprising the non-CEO NEOs were Matthew Friend, Heidi O’Neill, Mark Parker, and Craig Williams. For fiscal 2023, 2022, and 2021, the individuals comprising the non-CEO NEOs were 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:

  107. PAY VERSUS PERFORMANCE TABLE

    | | 2024 | | Summary Compensation Table ("SCT") total for CEO | $29,184,701 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $12,400,986 | | Deduction for amounts reported under the "Option Awards" column in the SCT | $6,836,722 | | Total deductions from SCT | $19,237,708 | | Year end fair value of equity awards | $12,176,020 | | Change in fair value of outstanding and unvested equity awards | $(9,749,162) | | Change in fair value of equity awards granted in prior years that vested in the year | $577,093 | | Value of dividends on stock awards | $207,464 | | Total adjustments | $3,211,415 | | Compensation actually paid | $13,158,408 |

  108. PAY VERSUS PERFORMANCE TABLE

    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:

  109. PAY VERSUS PERFORMANCE TABLE

    | | 2024 | | Average Summary Compensation Table total for non-CEO NEOs | $9,804,553 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $3,916,105 | | Deduction for amounts reported under the "Option Awards" column in the SCT | $2,673,012 | | Total deductions from SCT | $6,589,117 | | Year end fair value of equity awards | $4,243,697 | | Change in fair value of outstanding and unvested equity awards | $(1,980,907) | | Change in fair value of equity awards granted in prior years that vested in the year | $246,437 | | Value of dividends on stock awards | $87,874 | | Total adjustments | $2,597,101 | | Average compensation actually paid | $5,812,537 |

  110. PAY VERSUS PERFORMANCE TABLE

    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 2024. 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) Represents 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 2024, as required pursuant to Item 402(v) of Regulation S-K. Adjusted Revenue is a non-GAAP financial measure 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 for fiscal 2021, the unanticipated impact from Nike Virtual Studios and RTFKT. We may determine a different financial performance measure to be the most important financial performance measure in future years.