DEF 14A of NIKE, Inc., Jul 17, 2025

DEF 14A of NIKE, Inc.

Filed Jul 17, 2025 · FY20250000320187-25-000048

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

    | | Mr. Cook is the Company's Lead Independent Director and is the Chief Executive Officer of Apple Inc. ("Apple"). •Mr. Cook joined Apple in 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, including 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. | | | | | | | Age: 64 Director Since: 2005 Committee: Compensation, Chair Other Public Company Directorships: Apple, Inc. Favorite NIKE Products: Nike 24.7 Collection, Nike Metcon, and Nike Pegasus | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | BRAND/MARKETING | | | | GLOBAL | | MEDIA/ENTERTAINMENT | | HR/TALENT MANAGEMENT | | | | FINANCIAL EXPERTISE | | DIGITAL/TECHNOLOGY | | GOVERNANCE |

  4. THASUNDA DUCKETT

    THASUNDA DUCKETT

  5. 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 serves on the Board of Governance and Board of Trustees of TIAA. She is also 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. | | | | | | | Age: 51 Director Since: 2019 Committee: Corporate Responsibility, Sustainability & Governance Other Public Company Directorships: None Favorite NIKE Products: Nike Pegasus | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | HR/TALENT MANAGEMENT | | | | FINANCIAL EXPERTISE | | | | |

  6. MARIA HENRY

    MARIA HENRY

  7. MARIA HENRY

    | | Ms. Henry is the former Chief Financial Officer of Kimberly-Clark Corporation ("Kimberly-Clark"), a position she held from 2015 to 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. | | | | | | | Age: 58 Director Since: 2023 Committee: Audit & Finance Other Public Company Directorships: General Mills, Inc. and NextEra Energy, Inc. Favorite NIKE Products: Nike Pegasus | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | RETAIL INDUSTRY | | GLOBAL | | FINANCIAL EXPERTISE | | | | DIGITAL/TECHNOLOGY | | GOVERNANCE | | |

  8. PETER HENRY

    PETER HENRY

  9. 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. | | | | | | | Age: 55 Director Since: 2018 Committee: Audit & Finance Other Public Company Directorships: Citigroup Inc. and Analog Devices, Inc. Favorite NIKE Products: Nike Epic React | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | GLOBAL | | FINANCIAL EXPERTISE | | GOVERNANCE |

  10. ELLIOTT HILL

    ELLIOTT HILL

  11. ELLIOTT HILL

    | | Mr. Hill is President & Chief Executive Officer of the Company. He was employed by the Company from 1988 - 2020 holding senior leadership positions across Europe and North America. •Before retiring in 2020, he was President of Consumer and Marketplace leading all commercial and marketing operations for Nike and Jordan Brand, including the P&L across the Company's four geographies. •Mr. Hill was appointed: •President, Consumer and Marketplace in 2018, •President, Geographies & Integrated Marketplace in 2016, •President, Geographies & Sales in 2013, •VP/General Manager, North America in 2010, and •VP, Global Retail in 2006. Mr. Hill currently serves on the board of trustees for Texas Christian University. | | | | | | | Age: 61 Director Since: 2024 Committee: Executive Other Public Company Directorships: None Favorite NIKE Products: Nike Vomero 18, Nike Metcon, Nike 24.7 Half Zip, and Nike Air Spiridon | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | RETAIL INDUSTRY | | BRAND/MARKETING | | GLOBAL | | | | HR/TALENT MANAGEMENT | | FINANCIAL EXPERTISE | | GOVERNANCE |

  12. TRAVIS KNIGHT

    TRAVIS KNIGHT

  13. 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. | | | | | | | Age: 51 Director Since: 2015 Committee: Executive Other Public Company Directorships: None Favorite NIKE Products: Nike Pegasus | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | MEDIA/ENTERTAINMENT | | FINANCIAL EXPERTISE |

  14. JØRGEN VIG KNUDSTORP

    JØRGEN VIG KNUDSTORP

  15. JØRGEN VIG KNUDSTORP

    | | Mr. Knudstorp is the former President and Chief Executive Officer of the LEGO Group, a position he held from 2004 to 2016, and served as Executive Chairman of LEGO Brand Group, owner of the LEGO brand, from 2017 to 2023. •From 2023 to 2024, Mr. Knudstorp served as Special Partner to the LEGO Brand Owner Family, KIRKBI Group, the holding company for LEGO Brand and the LEGO Group. •He also held various leadership positions at the LEGO Group from 2001 to 2004, including Senior Vice President, Corporate Affairs and Vice President, Strategic Development. •Prior to joining the LEGO Group, he served as a Management Consultant at McKinsey & Company from 1998 to 2001. Mr. Knudstorp is a member and lead independent director of the Board of Directors of Starbucks Corporation. In addition to this public company board service, he is Deputy Chair of the LEGO Foundation and Chair of BrainPOP Education. | | | | | | | Age: 56 Other Public Company Directorships: Starbucks Corporation Favorite NIKE Products: Nike Pegasus and Nike AlphaFly | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | BRAND/MARKETING | | | | GLOBAL | | MEDIA/ENTERTAINMENT | | HR/TALENT MANAGEMENT | | | | FINANCIAL EXPERTISE | | DIGITAL/TECHNOLOGY | | GOVERNANCE |

  16. MARK PARKER, EXECUTIVE CHAIRMAN OF THE BOARD

    MARK PARKER, EXECUTIVE CHAIRMAN OF THE BOARD

  17. 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 served on the Board of Directors of The Walt Disney Company from January 2016 to January 2025. 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. | | | | | | | Age: 69 Director Since: 2006 Committee: Executive, Chair Other Public Company Directorships: None Favorite NIKE Products: Nike Pegasus Nike Air Max, Nike Vomero Plus, Nike Zegama 2, and Nike Dri-Fit Half Zip | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | BRAND/MARKETING | | | | GLOBAL | | MEDIA/ENTERTAINMENT | | HR/TALENT MANAGEMENT | | | | FINANCIAL EXPERTISE | | GOVERNANCE | | |

  18. MICHELLE PELUSO

    MICHELLE PELUSO

  19. MICHELLE PELUSO

    | | Ms. Peluso is Chief Executive Officer of Revlon Group Holdings LLC ("Revlon"), a position she has held since 2024. She is leading a holistic transformation of the company, driving consumer centricity across the organization and leveraging her deep digital experience to drive innovation. •Prior to Revlon, Ms. Peluso was served as the Executive Vice President and Chief Customer and Experience Officer for CVS Health from 2023 to 2024, where she oversaw the end-to-end consumer experience across all channels, including leading the brand and marketing efforts. She also served as the Executive Vice President and Chief Customer Officer, CVS Health, and co-President, Pharmacy and Consumer Wellness. •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. •Previous 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 President and Chief Executive Officer in 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 of Revlon. | | | | | | | Age: 53 Director Since: 2014 Committee: Corporate Responsibility, Sustainability & Governance, Chair Other Public Company Directorships: None Favorite NIKE Products: Nike 24.7 Impossibly Soft, Nike Vomero, Nike Pegasus, and Nike Cortez | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | BRAND/MARKETING | | | | GLOBAL | | HR/TALENT MANAGEMENT | | FINANCIAL EXPERTISE | | | | DIGITAL/TECHNOLOGY | | GOVERNANCE | | |

  20. 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. |

  21. NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS

    NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS

  22. MÓNICA GIL

    MÓNICA GIL

  23. MÓNICA GIL

    | | Ms. Gil is Chief Administrative and Marketing Officer, NBCUniversal Telemundo Enterprises ("Telemundo") for Comcast Corp, a position she has held since 2020. •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. | | | | | | | Age: 53 Director Since: 2022 Committee: Compensation Other Public Company Directorships: None Favorite NIKE Products: Nike Pegasus, Nike Vomero, Nike Air Max, Nike One Tights, and Nike Therma-FIT Tights | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | BRAND/MARKETING | | GLOBAL | | MEDIA/ENTERTAINMENT | | | | HR/TALENT MANAGEMENT | | | | |

  24. MÓNICA GIL

    JOHN ROGERS, JR.

  25. MÓNICA GIL

    | | 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, and more recently, joined the Barack Obama Foundation's Board of Directors. 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, the Robert F. Kennedy Center for Justice and Human Rights, 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. | | | | | | | Age: 67 Director Since: 2018 Committee: Corporate Responsibility, Sustainability & Governance Other Public Company Directorships: The New York Times Company and Ryan Specialty Group Holdings, Inc. Favorite NIKE Products: Nike KD and Nike LeBron Basketball Shoes | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | FINANCIAL EXPERTISE | | GOVERNANCE |

  26. ROBERT SWAN

    ROBERT SWAN

  27. ROBERT SWAN

    | | 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. | | | | | | | Age: 65 Director Since: 2022 Committee: Audit & Finance, Chair Other Public Company Directorships: Micron Technology, Inc. Favorite NIKE Products: Nike Pegasus, Nike Air Max, and Nike 24.7 PerfectStretch pants | | | | | | | | | SKILLS, EXPERIENCES AND QUALIFICATIONS | | | | | | | | | CEO EXPERIENCE | | RETAIL INDUSTRY | | GLOBAL | | | | HR/TALENT MANAGEMENT | | FINANCIAL EXPERTISE | | DIGITAL/TECHNOLOGY | | | | GOVERNANCE | | | | |

  28. 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. |

  29. EXECUTIVE COMMITTEE

    EXECUTIVE COMMITTEE

  30. EXECUTIVE COMMITTEE

    | MEMBERS: Elliott Hill* Travis Knight Mark Parker, Chair MEETINGS IN FY 2025: 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 no formal meetings during fiscal 2025, but took action by unanimous written consent. |

  31. EXECUTIVE COMMITTEE

    * Mr. Donahoe served on the Executive Committee until September 19, 2024. Mr. Hill became a member of the Executive Committee effective October 14, 2024.

  32. DIRECTOR COMPENSATION FOR FISCAL 2025

    DIRECTOR COMPENSATION FOR FISCAL 2025

  33. DIRECTOR COMPENSATION FOR FISCAL 2025

    | 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 | 190,305 | — | 22,747 | 313,052 | | Timothy Cook | 165,000 | 190,305 | — | 20,000 | 375,305 | | Thasunda Duckett | 100,000 | 190,305 | — | 42,243 | 332,548 | | Mónica Gil | 100,000 | 190,305 | — | 5,000 | 295,305 | | Alan Graf, Jr.(3) | 34,107 | — | — | — | 34,107 | | Maria Henry | 105,000 | 190,305 | — | 20,000 | 315,305 | | Peter Henry | 105,000 | 190,305 | — | 17,422 | 312,727 | | Travis Knight | 100,000 | 190,305 | — | — | 290,305 | | Michelle Peluso | 125,000 | 190,305 | — | 38,236 | 353,542 | | John Rogers, Jr. | 100,000 | 190,305 | — | 11,523 | 301,829 | | Robert Swan(4) | 130,027 | 190,305 | — | 38,521 | 358,853 |

  34. DIRECTOR COMPENSATION FOR FISCAL 2025

    (1)Represents the grant date fair value of restricted stock awards granted in fiscal 2025 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, 2025, each non-employee director held 2,437 shares of unvested restricted stock, and no non-employee director held any outstanding stock options. (2)Includes matched contributions to charities under the NIKE Matching Gift Program in the amount of $4,781 for Ms. Benko; $20,000 for Mr. Cook; $20,000 for Ms. Duckett; $5,000 for Ms. Gil; $20,000 for Ms. Henry; $20,000 for Ms. Peluso; and $20,000 for Mr. Swan. For Mses. Benko, Duckett, and Peluso and Messrs. Henry, Rogers, and Swan also includes the value of Company-related merchandise and travel and attendance at the 2024 Paris Olympics. (3)Mr. Graf did not stand for re-election at our 2024 annual meeting of shareholders; he retired as Chair of the Audit & Finance Committee effective July 31, 2024, and retired as a member of that committee and a member of the Board effective September 10, 2024. Therefore, his annual retainer was prorated and he did not receive a restricted stock award for fiscal 2025. (4)Mr. Swan was appointed Chair of the Audit & Finance Committee effective August 1, 2024, therefore his annual committee chair retainer was prorated.

  35. 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 | | DCP | NIKE, Inc. Deferred Compensation Plan | | 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 |

  36. 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%) | Variable stock-based incentive compensation earned at 0% – 200% based generally on achievement of Relative TSR performance metric over a 3-year performance period | 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%) | 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%) | Stock-based incentive compensation that generally vests in 3 or 4 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 |

  37. CEO TRANSITION HIGHLIGHTS

    | CURRENT CEO – MR. HILL | FORMER CEO – MR. DONAHOE | OTHER NON-CEO NEOs | | •Base salary of $1.5 million and annual cash incentive target opportunity equal to 200% of base salary (prorated for fiscal 2025 consistent with our practice for all bonus-eligible employees). •Annual target fiscal 2025 long-term incentive award equal to $15.5 million consisting of 50% PSUs, 35% stock options, and 15% RSUs. •One-time awards to make Mr. Hill whole for certain forfeited compensation from his prior roles consisting of $4 million in cash and $3 million in RSUs. For more information, see the section below titled "Transition and Retention Awards". •Standard Employee Matching Gift Program applicable to employees generally (no enhanced charitable gift matching). | •Annual base salary and employee benefit plan eligibility unchanged through retirement on January 31, 2025. •No additional compensation or benefits for serving in advisor role. •Outstanding unvested equity awards treated in accordance with their terms upon retirement, as applicable. For more information, see the section below titled "Executive Compensation Tables—Potential Payments upon Termination or Change-in-Control". •Eligible to receive the benefits payable under his non-competition agreement upon a voluntary termination of employment. For more information, see the section below titled "Executive Compensation Tables—Potential Payments upon Termination or Change-in-Control". | •Equity retention awards to each other non-CEO NEO (other than Mr. Leinwand, who was promoted into the role of Executive Vice President, Chief Legal Officer in November 2024) on a limited, one-time basis in order to support business and leadership continuity and promote retention during this significant transitional period. For more information, see the section below titled "Transition and Equity Retention Awards". |

  38. INCENTIVE AWARD OUTCOMES

    INCENTIVE AWARD OUTCOMES The following summarizes incentive award outcomes for fiscal 2025. Both the fiscal 2025 PSP and fiscal 2023 – 2025 PSUs were earned and paid out at 0%. For more information on incentive award outcomes for the NEOs, see the section below titled "Compensation of our Named Executive Officers".

  39. INCENTIVE AWARD OUTCOMES

    | FISCAL 2025 PSP | FISCAL 2023 – 2025 PSUs | | | |

  40. FISCAL YEAR 2025 REALIZABLE PAY

    FISCAL YEAR 2025 REALIZABLE PAY As discussed elsewhere in this proxy statement, our philosophy is to "pay for performance". As a result, executive compensation is highly incentive-based and includes, among other elements, a mixture of variable cash- and stock-based compensation elements consisting of PSP, PSUs, stock options, and RSUs. In total, 93% of total target annual compensation for our CEO is at risk (88% for the other current non-CEO NEOs). Given that a significant portion of our executive compensation packages varies depending on company performance, the grant date value of compensation, as reported annually in the Summary Compensation Table, is not always reflective of the actual realizable pay value that is ultimately received by our NEOs. Realizable Pay reinforces a pay-for-performance linkage as the target economic value of short- and long-term incentive opportunities under our executive compensation program only provide value when meaningful performance is achieved. To illustrate the differences, the graphs below compare, for the current CEO and other current non-CEO NEOs (on average), the 2025 Total Target Compensation and the 2025 Summary Compensation Table Compensation values to Realizable Pay at the end of fiscal year 2025. For this purpose: •"Total Target Compensation" refers to the sum of target annual base salary, target fiscal 2025 PSP, target values for annual long-term incentive awards granted in fiscal 2025, and target values for one-time awards granted in connection with the CEO transition (which for Mr. Hill consisted of a sign-on RSU award and sign-on cash award, and for the other current non-CEO NEOs, excluding Mr. Leinwand, consisted of equity retention awards); •"Summary Compensation Table Compensation" refers to the actual disclosure in the Summary Compensation Table; and •"Realizable Pay" refers to the sum of actual base salary, actual fiscal 2025 PSP payouts ($0), the potential payout value of long-term incentive awards granted in fiscal 2025 (based on the intrinsic value of stock option grants, assuming threshold achievement for PSUs (excluding special retention awards) as reported in the Outstanding Equity Awards Table, and assuming 50% of each special retention award is earned) calculated using a stock price of $60.59, which was the closing price of our common stock on the last business day of fiscal 2025, and, for Mr. Hill, the one-time cash award granted in fiscal 2025 in connection with the CEO transition. The graphs below are not substitutes for the information required by the 2025 Summary Compensation Table for fiscal years 2023 – 2025, which appears on page 42.

  41. 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 2025 target total annual direct compensation for our NEOs, excluding special transition and equity retention awards granted on a limited, one-time basis in connection with Mr. Hill's appointment as CEO, as described elsewhere in this proxy statement. * "Current Non-CEO NEOs" represents the average for Messrs. Friend, Leinwand, and Williams and Ms. Miller. It excludes Mr. Donahoe (who retired on January 31, 2025) and Mses. Matheson and O'Neill (each of whom retired from their role during fiscal 2025 and from the Company during fiscal 2026). As illustrated in the section below titled "Our Compensation Process", the Compensation Committee determines the target value and composition of the compensation package for each of our NEOs by considering multiple factors, including competitive data, individual and Company performance, evolving responsibilities, our cohort compensation approach, retaining top-tier talent in a highly competitive talent marketplace, and, for the compensation of each NEO other than our CEO, our CEO's recommendation. Target compensation amounts are reviewed annually and adjusted as the committee determines appropriate.

  42. ANNUAL CASH INCENTIVE

    ANNUAL CASH INCENTIVE Annual cash incentive awards are paid to the NEOs under our PSP and are designed to reflect our "pay for performance" philosophy. For fiscal 2025, 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. The Compensation Committee set the PSP target awards for Mr. Hill and Mr. Leinwand in connection with their appointment as President and CEO and Executive Vice President, Chief Legal Officer, respectively. The committee maintained fiscal 2025 PSP target awards for each other NEO at the same level as his or her fiscal 2024 PSP target award. Therefore, the fiscal 2025 PSP target awards were:

  43. ANNUAL CASH INCENTIVE

    | NAMED EXECUTIVE OFFICER | FISCAL 2025 PSP TARGET AWARD (% OF BASE SALARY) | | Elliott Hill | 200% | | Matthew Friend | 120% | | Robert Leinwand | 120% | | Ann Miller | 120% | | Craig Williams | 120% | | John Donahoe II | 200% | | Monique Matheson | 120% | | Heidi O'Neill | 120% |

  44. ANNUAL CASH INCENTIVE

    Consistent with the prior year, the committee maintained equal weighting for each metric (Adjusted Revenue and Adjusted EBIT) 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. The Compensation Committee recognizes that PSP target levels should reflect goals which are rigorous yet reasonable and considers market conditions and prior performance. Although we strive for year-over-year improvement in all areas of our business, fiscal 2025 PSP targets were set below fiscal 2024 target levels in light of the business environment that existed at that time. Accordingly, the Adjusted Revenue target goal represented a decrease of approximately 3% compared to actual fiscal 2024 revenue, with threshold and maximum goals set equidistant from the target goal to balance stretch and risk. The Adjusted EBIT target goal represented a decrease of approximately 8% compared to actual fiscal 2024 EBIT, with threshold and maximum goals set non-equidistant from the target goal; additional upside stretch was built into the maximum goal to incentivize exceptional performance. As described below, the applicable threshold performance levels for fiscal 2025 were not achieved. For fiscal 2025, Adjusted Revenue of $46.4 billion corresponded to an earnout of 0% and Adjusted EBIT of $3.5 billion corresponded to an earnout of 0%. These earnouts were averaged together to calculate a PSP payout of 0% for all NEOs. The fiscal 2025 PSP performance goals and achievement levels are illustrated below.

  45. FISCAL 2025 PERFORMANCE GOALS AND RESULTS

    FISCAL 2025 PERFORMANCE GOALS AND RESULTS (Dollars in millions)

  46. FISCAL 2025 PERFORMANCE GOALS AND RESULTS

    | % PAYOUT | THRESHOLD 25% | TARGET 100% | MAXIMUM 200% | | | Adjusted Revenue(1) (Weighted 50%) | | | | EARNOUT: 0% | | Adjusted EBIT(1) (Weighted 50%) | | | | EARNOUT: 0% | | FISCAL 2025 PSP PAYOUT | | | | 0% |

  47. FISCAL 2025 PERFORMANCE GOALS AND RESULTS

    (1) As described on page 31, each metric excluded the impact of certain non-operational events to help drive and reward organic growth.

  48. 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 NEOs' direct compensation, constituting 78% of fiscal 2025 target total direct compensation for Mr. Hill on an annualized basis and 73% for each other current non-CEO NEO, excluding one-time sign-on and retention awards described elsewhere in this proxy statement. 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, consistent with fiscal 2024, fiscal 2025 NEO awards were delivered 50% as PSUs, 35% as stock options, and 15% as RSUs.

  49. LONG-TERM INCENTIVE AWARD MIX(1)

    LONG-TERM INCENTIVE AWARD MIX(1) (1) Excludes one-time sign-on and retention awards described elsewhere in this proxy statement.

  50. FISCAL 2025 AWARD GRANTS

    FISCAL 2025 AWARD GRANTS The Compensation Committee determined the fiscal 2025 long-term incentive awards in June 2024. 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. In connection with the CEO transition, the Compensation Committee set the target value of the long-term incentive award for Mr. Hill at $15,500,000. The Compensation Committee considered Mr. Hill's target fiscal 2025 long-term incentive award to be competitive and within a reasonable range of market median. The committee set the target value for Mr. Leinwand's long-term incentive award in connection with his appointment as Executive Vice President, Chief Legal Officer. The target value and mix of long-term incentive awards for each other NEO remained unchanged compared to fiscal 2024. Therefore, the fiscal 2025 long-term incentive award target values were:

  51. FISCAL 2025 AWARD GRANTS

    | NAMED EXECUTIVE OFFICER | TOTAL FISCAL 2025 LONG-TERM INCENTIVE AWARD | | TARGET PSUs (50%) | STOCK OPTIONS (35%) | RSUs (15%) | | Elliott Hill(1) | $15,500,000 | → | $7,750,000 | $5,425,000 | $2,325,000 | | Matthew Friend | $8,000,000 | → | $4,000,000 | $2,800,000 | $1,200,000 | | Robert Leinwand(2) | $5,500,000 | → | $2,750,000 | $1,925,000 | $825,000 | | Ann Miller | $5,500,000 | → | $2,750,000 | $1,925,000 | $825,000 | | Craig Williams | $8,000,000 | → | $4,000,000 | $2,800,000 | $1,200,000 | | John Donahoe II | $19,000,000 | → | $9,500,000 | $6,650,000 | $2,850,000 | | Monique Matheson | $5,500,000 | → | $2,750,000 | $1,925,000 | $825,000 | | Heidi O'Neill | $8,000,000 | → | $4,000,000 | $2,800,000 | $1,200,000 |

  52. FISCAL 2025 AWARD GRANTS

    (1) Given that Mr. Hill commenced employment after the awards for fiscal 2025 were granted to executive officers (including NEOs) in September 2024, Mr. Hill's fiscal 2025 long-term incentive awards were granted on his start date in October 2024. The share calculation methodology and vesting schedule for Mr. Hill's awards are the same as the September 1, 2024 annual equity grants to executive officers generally, but the exercise price of Mr. Hill's stock options is equal to the closing share price of the Company on the date of grant (as required per the terms and conditions of the SIP). (2) Because Mr. Leinwand was promoted after the awards for fiscal 2025 were granted to executive officers (including NEOs) in September 2024, Mr. Leinwand's fiscal 2025 long-term incentive awards were granted in two parts. He received an initial annual grant on September 1, 2024 and a supplemental grant upon his promotion to achieve the total target long-term incentive awards set forth in this table. The share calculation methodology and vesting schedule for Mr. Leinwand's supplemental grant is the same as the September 1, 2024 annual equity grants to executive officers generally, but the exercise price of Mr. Leinwand's supplemental stock options is equal to the closing share price of the Company on the date of grant (as required per the terms and conditions of the SIP).

  53. FISCAL 2025 EQUITY AWARD UPDATES

    FISCAL 2025 EQUITY AWARD UPDATES In the first fiscal quarter of 2025, the Compensation Committee reviewed our long-term incentive program under the SIP and determined to make the following changes to the Company's long-term incentive awards for grants made to all equity-eligible employees (including our NEOs), commencing with the fiscal 2025 award grants: •Included retirement provisions in PSU and RSU awards (previously only included in stock option awards) and, in PSU, RSU and stock option awards, added protections for an involuntary termination of employment (other than due to death, total disability or cause) in lieu of provisions regarding treatment on a divestiture or reduction in force (with the prorated payment for PSUs based on actual performance), thus standardizing treatment both between award types and among all equity-eligible employees. These enhancements, described in more detail in the section below titled "Executive Compensation Tables—Potential Payments upon Termination or Change-in-Control", provide additional limited exceptions to the general rule that unvested equity awards are forfeited when an equity holder leaves the Company and, accordingly, further promote retention in a highly competitive talent marketplace. •Extended the overall vesting period for RSUs granted to our NEOs from three years to four years to align with the vesting schedule used for grants to all equity-eligible employees and, accordingly, further promote retention and incentivize longer-term value creation. •Streamlined "Normal Retirement" and "Early Retirement" provisions in stock option awards in order that a single set of terms and conditions will be applicable to a person becoming retirement eligible under their stock option awards going forward, as described in more detail in the section below titled "Executive Compensation Tables—Potential Payments upon Termination or Change-in-Control".

  54. 2025 – 2027 PSUs

    2025 – 2027 PSUs PSUs align our NEOs' 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. For the PSUs granted in fiscal 2025, the Compensation Committee shifted the performance period for PSUs from our historical practice of using dates aligned with our fiscal year (June 1 through May 31) to a period aligned with the grant date for all equity-eligible employees (September 1 through August 31), while maintaining the overall length of the applicable performance period (three years). In the first fiscal quarter of 2025, the Compensation Committee selected the metric, corresponding performance goals, and award terms for the fiscal 2025 – 2027 PSU awards. The committee will determine the earnout of the fiscal 2025 – 2027 PSU awards following the completion of the three-year performance period, and any PSUs that are earned will vest on September 1, 2027. Consistent with the prior year's awards, the Compensation Committee selected Relative TSR as the metric for the fiscal 2025 – 2027 PSU awards and continued to target above-median performance as shown in the table below:

  55. FISCAL 2025 – 2027 PERFORMANCE GOALS

    FISCAL 2025 – 2027 PERFORMANCE GOALS

  56. FISCAL 2025 – 2027 PERFORMANCE GOALS

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

  57. FISCAL 2025 – 2027 PERFORMANCE GOALS

    (1)Relative TSR for fiscal years 2025, 2026, and 2027, 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 2025 – 2027 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, employee retention, 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 NEO for fiscal 2025 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 (or, for Mr. Hill, whose fiscal 2025 long-term incentive awards were granted shortly following his start date in October 2024, and for Mr. Leinwand's supplemental award, granted in connection with his promotion in November 2024), the 20-trading day period ending on September 1, 2024, which was the date of the annual grant for equity-eligible employees generally). 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 NEO leaves the Company, with limited exceptions. Upon an involuntary termination of employment or retirement (as described in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control"), the NEO will remain eligible to earn a prorated portion of any outstanding unvested PSUs based on actual performance for the performance period (any such earned prorated portion to be settled after the original scheduled vesting date).

  58. STOCK OPTIONS

    STOCK OPTIONS Stock options align our NEOs' 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 (excluding Mr. Hill and Mr. Leinwand) for fiscal 2025 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. For Mr. Hill, whose fiscal 2025 long-term incentive awards were granted shortly following his start date in October 2024, and for Mr. Leinwand's supplemental award, granted in connection with his promotion in November 2024, the number of stock options granted was determined using the Black-Scholes value calculated for the 20-trading day period ending on September 1, 2024, which was the date of the annual grant for equity-eligible employees generally. Options granted to the NEOs 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 NEO 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 an involuntary termination of employment (each as described in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control").

  59. RSUs

    RSUs RSUs align our NEOs' 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 2025 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 (or, for Mr. Hill, whose fiscal 2025 long-term incentive awards were granted shortly following his start date in October 2024, and for Mr. Leinwand's supplemental award, granted in connection with his promotion in November 2024, the 20-trading day period ending on September 1, 2024, which was the date of the annual grant for equity-eligible employees generally). RSUs granted to the NEOs as part of long-term incentive compensation vest in equal annual installments over four years (with the exception of Mr. Hill's sign-on RSU award and RSUs granted prior to fiscal 2025, which vest 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 NEO leaves the Company. Forfeiture is subject to partial accelerated vesting upon an involuntary termination of employment or retirement (as described in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control").

  60. FISCAL 2023 AWARD RESULTS

    FISCAL 2023 AWARD RESULTS As previously disclosed in our 2023 proxy statement, the fiscal 2023 – 2025 PSU awards granted in June 2022 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 representation, and sustainability. NIKE's Relative TSR for fiscal years 2023 – 2025 was at the 4th 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, 2025, 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 2023 – 2025 PSU awards was 0% for each of the NEOs.

  61. FISCAL 2023 – 2025 PERFORMANCE RESULTS

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

  62. FISCAL 2023 – 2025 PERFORMANCE RESULTS

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

  63. FISCAL 2023 – 2025 PERFORMANCE RESULTS

    | TOTAL PAYOUT | 0% |

  64. TRANSITION AND EQUITY RETENTION AWARDS

    TRANSITION AND EQUITY RETENTION AWARDS In connection with the CEO transition, the Compensation Committee also made certain one-time grants to Mr. Hill, consisting of a one-time $4,000,000 cash payment (subject to clawback for two years commencing on Mr. Hill's appointment) and a one-time $3,000,000 sign-on RSU award under our SIP. These one-time CEO transition awards are intended to make Mr. Hill whole for a portion of compensation that he forfeited from his prior roles in connection with his appointment as NIKE's CEO and, with respect to the award of sign-on RSUs, immediately align Mr. Hill's incentives with the Company's ongoing and long-term success.

  65. Sign-On RSU Award

    Sign-On RSU Award •$3,000,000 sign-on RSU award that vests in equal installments over 3 years. •Intended to make Mr. Hill whole for a portion of compensation forfeited from his prior roles in connection with his appointment as NIKE's CEO and to align Mr. Hill's incentives with the Company's ongoing and long-term success.

  66. ONE-TIME EQUITY RETENTION AWARDS TO NON-CEO NEOs

    ONE-TIME EQUITY RETENTION AWARDS TO NON-CEO NEOs After considering the need to support business and leadership continuity and to promote retention during this transitional period, the Compensation Committee also approved limited, one-time equity retention awards to our non-CEO NEOs (other than Mr. Leinwand, who was promoted into the role of Executive Vice President, Chief Legal Officer in November 2024) as illustrated in the table below. These retention awards cliff vest on September 18, 2026 and are earned 50% subject to continuous service through the scheduled vesting date, and 50% subject to continuous service through the scheduled vesting date and the achievement of a $100.00 stock price performance measure. For the stock price performance measure, target level achievement requires, as of any particular date prior to September 18, 2026, that the thirty (30)-consecutive trading day average price per share equal $100.00. Performance below target results in a 0% payout in respect of the stock price performance measure, and achievement at or above target results in a 100% payout in respect of the stock price performance measure.

  67. OFFER LETTER WITH MR. HILL

    OFFER LETTER WITH MR. HILL Mr. Hill's CEO compensation arrangements were designed to tie his pay to Company performance in support of NIKE's "pay for performance" philosophy and to align his long-term economic interests with those of our shareholders. Accordingly, in connection with his appointment as President and CEO, Mr. Hill entered into an offer letter with the Company on September 19, 2024, which provides for: •a base salary of $1,500,000, •a target annual bonus under the PSP of 200% of base salary (prorated for fiscal 2025 based on the Company's standard methodology, consistent with our practice for all bonus-eligible employees), subject to the achievement of performance goals, and •an annual target long-term incentive award under the SIP of $15,500,000, which, for fiscal 2025, was granted in the form of PSUs (50%), stock options (35%), and RSUs (15%), consistent with the mix of fiscal 2025 long-term incentive awards granted to other executive officers. In addition, in order to make him whole for certain forfeited compensation from his prior roles, Mr. Hill received one-time equity and cash awards, including a sign-on RSU award with a target grant value of $3,000,000, vesting one-third per year on each anniversary of the grant date, and a one-time cash award equal to $4,000,000, payable in connection with his commencement of employment. Under Mr. Hill's offer letter, if, within two years following his start date, Mr. Hill voluntarily resigns from employment with the Company or is unable to continue working for the Company as a result of being subject to a non-compete agreement that prohibits Mr. Hill from working for the Company, Mr. Hill will be required to repay the full amount of the one-time cash award. Mr. Hill will be eligible to participate in the Company's employee benefit plans and programs applicable to senior executives of the Company generally, as may be in effect from time to time, including, without limitation, participation in the Company's Relocation Policy (generally, with recognition for his prior service with the Company) and charitable gift matching under our standard Employee Matching Gift Program applicable to employees generally. As part of standard compensation and benefit arrangements for senior executives, Mr. Hill also entered into a non-competition agreement, as described in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control".

  68. TRANSITION LETTER WITH MR. DONAHOE

    TRANSITION LETTER WITH MR. DONAHOE In connection with the CEO transition, the Compensation Committee affirmed the treatment of Mr. Donahoe's separation in accordance with the terms of his existing arrangements. Accordingly, on September 19, 2024, Mr. Donahoe entered into a letter agreement pursuant to which he continued to serve as President and CEO until Mr. Hill's appointment. From the date of Mr. Hill's appointment through the date of Mr. Donahoe's retirement on January 31, 2025, Mr. Donahoe continued to serve the Company as an advisor, during which time his annual base salary and employee benefit plan eligibility remained unchanged. Upon his retirement, Mr. Donahoe forfeited his fiscal 2025 PSP award in accordance with its terms, and forfeited outstanding unvested equity awards in accordance with their terms, except as provided for by virtue of his retirement eligibility under the terms and conditions of our equity award agreements (as described further in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control").

  69. LETTER AGREEMENT WITH MS. O'NEILL

    LETTER AGREEMENT WITH MS. O'NEILL In connection with the organizational changes announced by the Company on May 5, 2025, including the elimination of the President, Consumer, Product & Brand role, on May 2, 2025, Ms. O'Neill ceased serving as President, Consumer, Product & Brand. As described in the 8-K filed on May 5, 2025, in connection with the foregoing, on May 2, 2025, the Company and Ms. O'Neill entered into a letter agreement pursuant to which Ms. O'Neill will remain a full-time non-executive employee through her separation from the Company on September 5, 2025, during which time her annual base salary and employee benefit eligibility will remain unchanged. The letter agreement also confirms that, (i) upon her separation of employment from the Company, Ms. O'Neill will be retirement eligible and her separation will constitute an involuntary termination without cause (or, as applicable, as a result of a reduction in force) for purposes of her equity awards that are outstanding on such separation date, and (ii) the non-competition agreement by and between Ms. O'Neill and the Company will remain in full force and effect pursuant to its terms, and the applicable Restriction Period (as defined in the non-competition agreement) will commence on the date of her separation of employment from the Company, such that Ms. O'Neill will be eligible to receive the benefits payable under the non-competition agreement upon an involuntary termination of employment without cause (as described further in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control").

  70. PEER GROUP

    PEER GROUP Given the competitive market for top-tier talent, the Compensation Committee uses a peer group based on certain factors and criteria outlined below to provide a reference for assessing executive compensation levels and practices. Based on the most recent review, Cisco Systems, Inc. was added to the peer group beginning with fiscal 2025, and American Express and Oracle Corporation were removed. Accordingly, the following peer group was considered for purposes of setting fiscal 2025 executive compensation:

  71. PEER GROUP

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

  72. PEER GROUP

    The Compensation Committee reviews our compensation peer group periodically to determine the appropriate companies to include. In its review, the Compensation Committee considers companies based on the following factors and criteria: •Publicly-traded, US-based companies, with revenues and market capitalization within a reasonable range of NIKE's revenue and market capitalization. At the time the committee approved the peer group, NIKE's revenue was at the 50th percentile of the peer group and NIKE's market capitalization was at the 43rd percentile of the peer group. •Leading companies across retail, digital, and services spaces, with a focus on consumer products and having a top-tier brand value. •Competitors for talent, aligned to NIKE's evolving business and talent strategies. •Companies that list NIKE as a peer or are in NIKE's peer group as selected by a proxy advisory firm. 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.

  73. 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 2025. However, in connection with the committee's analysis and decision-making regarding the fiscal 2025 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.

  74. 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, 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".

  75. 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.

  76. RISK ASSESSMENT

    RISK ASSESSMENT At the Compensation Committee's request, management prepared an assessment of potential risks associated with the Company's fiscal 2025 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.

  77. TIMING OF DECISIONS

    TIMING OF DECISIONS In accordance with Item 402(x) of Regulation S-K, we are providing information regarding our procedures related to the grant of stock option awards close in time to the release of material non-public information. Although we do not have a policy, practice or obligation that requires us to grant stock options (or other equity or equity-based awards) on specific dates, we have adopted insider trading policies and procedures that govern the purchase, sale, and other disposition of our securities by our employees, directors, officers, and consultants. Our insider trading policies and procedures prohibit our employees, directors, officers, and consultants from, among other things, trading in our securities while in possession of material non-public information. The trading restrictions set out in the Company's Insider Trading Policy expressly apply to any sale of stock purchased upon exercise of a stock option. We have also adopted a Blackout and Pre-clearance Policy (which supplements our Insider Trading Policy) designed to help prevent accidental violations of the law and to avoid even the appearance of trading on inside information. The Blackout and Pre-clearance Policy generally prohibits directors, executive officers, and other designated insiders from, among other things, trading in NIKE securities during the period beginning on the fifteenth day of the last month of each fiscal quarter and ending after the first full trading day following the public release of the Company's earnings for that quarter (and during event-specific blackouts). Moreover, the Blackout and Pre-clearance Policy requires directors and executive officers, along with members of their families and households, to obtain pre-approval from the Company's Chairman or CEO before pledging NIKE stock. Before any such approval is granted, the Company's Clearance Director considers, among other factors, protections against the appearance of insider trading, including prohibitions on sales during trading blackouts. Neither our Board nor our Compensation Committee takes material non-public information into account when determining the timing of equity awards, nor do we time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. 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 were granted to executive officers (including NEOs, other than Mr. Hill and Mr. Leinwand's supplemental award) on September 1, 2024. We generally issue non-annual equity awards to our executive officers on a limited and infrequent basis, and not in accordance with any fixed schedule. During fiscal 2025, there were no stock option awards granted to any NEO within four business days preceding the filing of any report on Forms 10-K, 10-Q, or 8-K that discloses material nonpublic information.

  78. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth information concerning the total compensation of each NEO for fiscal years 2025, 2024, and 2023 (as applicable).

  79. 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 ($) | | Elliott Hill President and Chief Executive Officer | 2025 | 951,923 | 4,000,000 | 14,887,893 | 5,832,678 | — | 345,574 | 26,018,068 | | Matthew Friend Executive Vice President and Chief Financial Officer | 2025 | 1,250,000 | — | 9,788,426 | 3,048,046 | — | 17,250 | 14,103,722 | | | 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 | | Robert Leinwand Executive Vice President, Chief Legal Officer | 2025 | 795,749 | — | 3,875,030 | 2,162,574 | — | 21,128 | 6,854,481 | | Ann Miller Executive Vice President, Global Sports Marketing | 2025 | 1,100,000 | — | 6,937,464 | 2,095,533 | — | 37,914 | 10,170,911 | | Craig Williams Executive Vice President, Chief Commercial Officer | 2025 | 1,250,000 | — | 11,451,291 | 3,048,046 | — | 17,250 | 15,766,587 | | | 2024 | 1,272,115 | — | 5,221,473 | 2,878,629 | 975,000 | 16,500 | 10,363,717 | | John Donahoe II Former President and Chief Executive Officer | 2025 | 1,009,615 | — | 15,348,756 | 7,239,086 | — | 4,845,255 | 28,442,712 | | | 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 | | Monique Matheson Former Executive Vice President, Chief Human Resources Officer | 2025 | 1,100,000 | — | 6,937,464 | 2,095,533 | — | 17,250 | 10,150,247 | | Heidi O'Neill Former President, Consumer, Product & Brand | 2025 | 1,250,000 | — | 11,451,291 | 3,048,046 | — | 17,250 | 15,766,587 | | | 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 |

  80. SUMMARY COMPENSATION TABLE

    (1)Salary amounts for fiscal 2025 and 2023 reflect 26 bi-weekly pay periods, compared with 27 bi-weekly pay periods for fiscal 2024. (2)Reflects the sign-on cash award granted to Mr. Hill in connection with his appointment as President and CEO. (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 2025". For fiscal 2025, the grant date fair value of the PSU awards that were granted as annual long-term incentive awards was: $9,609,352 for Mr. Hill, $5,212,730 for Messrs. Friend and Williams and Ms. O'Neill, $3,032,592 for Mr. Leinwand, $3,583,771 for Mses. Miller and Matheson, and $12,380,064 for Mr. Donahoe. Assuming that the maximum level of performance conditions is achieved, such PSU award values would be: $15,812,122 for Mr. Hill, $8,333,166 for Messrs. Friend and Williams and Ms. O'Neill, $5,474,789 for Mr. Leinwand, $5,729,083 for Mses. Miller and Matheson, and $19,791,000 for Mr. Donahoe. (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, 2025. (5)Non-Equity Incentive Plan Compensation consists of the following:

  81. SUMMARY COMPENSATION TABLE

    | NAME | Year | ANNUAL INCENTIVE COMPENSATION(a) ($) | LONG-TERM INCENTIVE COMPENSATION(b) ($) | TOTAL ($) | | Elliott Hill | 2025 | — | — | — | | Matthew Friend | 2025 | — | — | — | | | 2024 | 975,000 | — | 975,000 | | | 2023 | 1,785,000 | 640,000 | 2,425,000 | | Robert Leinwand | 2025 | — | — | — | | Ann Miller | 2025 | — | — | — | | Craig Williams | 2025 | — | — | — | | | 2024 | 975,000 | — | 975,000 | | John Donahoe II | 2025 | — | — | — | | | 2024 | 1,950,000 | — | 1,950,000 | | | 2023 | 3,570,000 | 3,200,000 | 6,770,000 | | Monique Matheson | 2025 | — | — | — | | Heidi O'Neill | 2025 | — | — | — | | | 2024 | 975,000 | — | 975,000 | | | 2023 | 1,785,000 | 640,000 | 2,425,000 |

  82. 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 2025, includes Company matching contributions to the 401(k) Plan in the amount of $17,250 for Messrs. Friend, Leinwand, and Williams and Mses. Miller, Matheson, and O'Neill. The amount for Mr. Hill includes $243,649 in aggregate incremental cost to the Company for personal use of the Company's aircraft, $75,614 in relocation-related benefits, including $31,993 in tax gross-ups in accordance with our standard relocation policy, and the value of security services, spousal travel to and attendance at a Company-sponsored function, and Company-related merchandise. The amount for Ms. Miller also includes the value of financial advisory services, spousal travel to and attendance at a Company-sponsored function, and Company-related merchandise. The amount for Mr. Donahoe includes Company matching contributions to the 401(k) Plan in the amount of $7,508, $4,000,000 in charitable matching contributions made by the Company, $750,000 in accrued non-compete payments, and $87,747 in aggregate incremental cost to the Company for personal use of the Company's aircraft. 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.

  83. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025 The following table sets forth information concerning the performance-based annual cash incentive opportunities and PSUs, RSUs, and stock options granted to the NEOs in fiscal 2025.

  84. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    | | | | 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) | ($) | | Elliott Hill | | | 562,500 | 2,250,000 | 4,500,000 | | | | | | | | | | 10/14/2024 | 9/18/2024 | | | | 24,222 | 96,888 | 193,776 | | | | 9,609,352 | | | 10/14/2024 | 9/18/2024 | | | | | | | 29,067 | | | 2,371,867 | | | 10/14/2024 | 9/18/2024 | | | | | | | 35,621 | | | 2,906,674 | | | 10/14/2024 | 9/18/2024 | | | | | | | | 227,750 | 81.60 | 5,832,678 | | Matthew Friend | | | 375,000 | 1,500,000 | 3,000,000 | | | | | | | | | | 9/1/2024 | 6/25/2024 | | | | 12,502 | 50,007 | 100,014 | | | | 5,212,730 | | | 9/1/2024 | 6/25/2024 | | | | | | | 15,002 | | | 1,249,967 | | | 9/1/2024 | 6/25/2024 | | | | | | | | 117,549 | 83.32 | 3,048,046 | | | 9/18/2024 | 9/18/2024 | | | | | | 49,110 | | | | 3,325,729 | | Robert Leinwand | | | 270,000 | 1,080,000 | 2,160,000 | | | | | | | | | | 9/1/2024 | 7/16/2024 | | | | 766 | 3,063 | 61,126 | | | | 319,287 | | | 9/1/2024 | 7/16/2024 | | | | | | | 6,126 | | | 510,418 | | | 9/1/2024 | 7/16/2024 | | | | | | | | 24,504 | 83.32 | 635,389 | | | 11/25/2024 | 11/8/2024 | | | | 7,830 | 31,317 | 62,634 | | | | 2,713,305 | | | 11/25/2024 | 11/8/2024 | | | | | | | 4,189 | | | 332,020 | | | 11/25/2024 | 11/8/2024 | | | | | | | | 60,244 | 79.26 | 1,527,185 | | Ann Miller | | | 330,000 | 1,320,000 | 2,640,000 | | | | | | | | | | 9/1/2024 | 6/25/2024 | | | | 8,595 | 34,380 | 68,760 | | | | 3,583,771 | | | 9/1/2024 | 6/25/2024 | | | | | | | 10,314 | | | 859,362 | | | 9/1/2024 | 6/25/2024 | | | | | | | | 80,815 | 83.32 | 2,095,533 | | | 9/18/2024 | 9/18/2024 | | | | | | 36,833 | | | | 2,484,331 | | Craig Williams | | | 375,000 | 1,500,000 | 3,000,000 | | | | | | | | | | 9/1/2024 | 6/25/2024 | | | | 12,502 | 50,007 | 100,014 | | | | 5,212,730 | | | 9/1/2024 | 6/25/2024 | | | | | | | 15,002 | | | 1,249,967 | | | 9/1/2024 | 6/25/2024 | | | | | | | | 117,549 | 83.32 | 3,048,046 | | | 9/18/2024 | 9/18/2024 | | | | | | 73,665 | | | | 4,988,594 | | John Donahoe II | | | 750,000 | 3,000,000 | 6,000,000 | | | | | | | | | | 9/1/2024 | 6/25/2024 | | | | 29,692 | 118,765 | 237,530 | | | | 12,380,064 | | | 9/1/2024 | 6/25/2024 | | | | | | | 35,630 | | | 2,968,692 | | | 9/1/2024 | 6/25/2024 | | | | | | | | 279,178 | 83.32 | 7,239,086 | | Monique Matheson | | | 330,000 | 1,320,000 | 2,640,000 | | | | | | | | | | 9/1/2024 | 6/25/2024 | | | | 8,595 | 34,380 | 68,760 | | | | 3,583,771 | | | 9/1/2024 | 6/25/2024 | | | | | | | 10,314 | | | 859,362 | | | 9/1/2024 | 6/25/2024 | | | | | | | | 80,815 | 83.32 | 2,095,533 | | | 9/18/2024 | 9/18/2024 | | | | | | 36,833 | | | | 2,494,331 | | Heidi O'Neill | | | 375,000 | 1,500,000 | 3,000,000 | | | | | | | | | | 9/1/2024 | 6/25/2024 | | | | 12,502 | 50,007 | 100,014 | | | | 5,212,730 | | | 9/1/2024 | 6/25/2024 | | | | | | | 15,002 | | | 1,249,967 | | | 9/1/2024 | 6/25/2024 | | | | | | | | 117,549 | 83.32 | 3,048,046 | | | 9/18/2024 | 9/18/2024 | | | | | | 73,665 | | | | 4,988,594 |

  85. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2025

    (1)These amounts represent the potential performance-based annual cash incentive awards payable for performance during fiscal 2025 under our PSP. Under this plan, the Compensation Committee approved target awards for fiscal 2025 based on a percentage of the executive's salary as follows: Mr. Hill, 200%, prorated for fiscal 2025; Mr. Friend, 120%; Mr. Leinwand, 120%; Ms. Miller, 120%; Mr. Williams, 120%; Mr. Donahoe, 200%; Ms. Matheson, 120%; and Ms. O'Neill, 120%. Fiscal 2025 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 2025. Actual award payouts earned in fiscal 2025 and paid in fiscal 2026 are shown in the Summary Compensation Table. (2)These amounts represent grants of PSUs and one-time equity retention awards under the SIP. The PSUs are eligible to be earned between 0% and 200% of target based on Relative TSR between September 1, 2024 and August 31, 2027, 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 fiscal years 2025, 2026, and 2027 with respect to employee engagement and inclusion, employee retention, and sustainability. Earned PSUs will vest in September 2027 and are generally subject to continued employment through the vesting date. The one-time equity retention awards granted on September 18, 2024 will cliff vest on September 18, 2026 and are earned 50% subject to continuous service through the scheduled vesting date, and 50% subject to continuous service through the scheduled vesting date and the achievement of a $100.00 stock price performance measure. The portion of the award subject to the stock price performance measure will be earned at 100% if such performance measure is achieved or at 0% if such performance measure is not achieved. Vesting for PSUs and one-time equity retention awards will be accelerated in certain circumstances as described in the section below titled "Potential Payouts Upon Termination or Change-in-Control". PSUs and one-time equity retention awards 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. Mr. Hill's grant of 35,621 RSUs represents his sign-on RSU award which vests in three equal installments on the first three anniversaries of the grant date. All other RSUs vest in four equal installments on September 1 of 2025, 2026, 2027, and 2028. Vesting for all RSUs will be accelerated in certain circumstances as described in the section below titled "Potential Payouts Upon Termination or Change-in-Control". All 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 September 1 of 2025, 2026, 2027, and 2028. 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 $67.72 – $104.24 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 – 3 years and assuming an expected volatility of 34.56% – 35.72% and risk-free interest rate of 3.54% – 4.12%. The expected volatility was based on an analysis of the historical volatility of the Class B Stock on the grant date for 2 – 3 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 $25.35 – $25.93 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, 2025. Stock and option award values were computed in accordance with accounting guidance applicable to stock-based compensation.

  86. OUTSTANDING EQUITY AWARDS AT MAY 31, 2025

    OUTSTANDING EQUITY AWARDS AT MAY 31, 2025 The following table sets forth information concerning outstanding stock options, PSUs, and RSUs held by the NEOs at May 31, 2025.

  87. OUTSTANDING EQUITY AWARDS AT MAY 31, 2025

    | | 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 ($) | | Elliott Hill | — | 227,750(4) | 81.60 | 10/14/2034 | 64,688 | 3,919,446 | 24,222 | 1,467,611 | | 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 | | | | | | | 77,197 | — | 97.61 | 8/1/2030 | | | | | | | 32,752 | 10,917(5) | 167.51 | 8/1/2031 | | | | | | | 37,594 | 37,594(6) | 114.30 | 8/1/2032 | | | | | | | 20,686 | 62,057(7) | 109.40 | 8/1/2033 | | | | | | | — | 117,549(4) | 83.32 | 9/1/2034 | 51,291 | 3,107,722 | 46,313 | 2,806,105 | | Robert Leinwand | 11,000 | — | 57.87 | 7/15/2026 | | | | | | | 15,000 | — | 59.10 | 7/20/2027 | | | | | | | 19,770 | — | 82.20 | 9/1/2028 | | | | | | | 23,670 | — | 84.50 | 9/1/2029 | | | | | | | 30,760 | — | 97.61 | 8/1/2030 | | | | | | | 13,864 | 4,621(5) | 167.51 | 8/1/2031 | | | | | | | 11,136 | 11,136(6) | 114.30 | 8/1/2032 | | | | | | | 5,554 | 16,662(7) | 109.40 | 8/1/2033 | | | | |

  88. OUTSTANDING EQUITY AWARDS AT MAY 31, 2025

    | | 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 ($) | | | — | 24,504(8) | 83.32 | 9/1/2034 | | | | | | | — | 60,244(4) | 79.26 | 11/25/2034 | 27,732 | 1,680,282 | 9,522 | 576,938 | | Ann Miller | 4,942 | — | 82.20 | 9/1/2028 | | | | | | | 11,834 | — | 84.50 | 9/1/2029 | | | | | | | 18,560 | — | 114.84 | 9/1/2030 | | | | | | | 8,850 | 2,950(5) | 164.56 | 9/1/2031 | | | | | | | 32,224 | 32,223(6) | 114.30 | 8/1/2032 | | | | | | | 14,222 | 42,664(7) | 109.40 | 8/1/2033 | | | | | | | — | 80,815(4) | 83.32 | 9/1/2034 | 37,533 | 2,274,124 | 33,375 | 2,022,191 | | Craig Williams | 30,355 | — | 82.36 | 2/10/2029 | | | | | | | 36,095 | — | 83.12 | 8/1/2029 | | | | | | | 30,760 | — | 97.61 | 8/1/2030 | | | | | | | 23,565 | 7,855(5) | 167.51 | 8/1/2031 | | | | | | | 18,932 | 18,932(6) | 114.30 | 8/1/2032 | | | | | | | 20,686 | 62,057(7) | 109.40 | 8/1/2033 | | | | | | | — | 117,549(4) | 83.32 | 9/1/2034 | 75,222 | 4,557,701 | 58,590 | 3,549,968 | | John Donahoe II | 236,843 | — | 102.16 | 1/31/2029 | | | | | | | 767,544 | — | 102.16 | 1/31/2029 | | | | | | | 239,575 | — | 97.61 | 1/31/2029 | | | | | | | 152,839 | — | 167.51 | 1/31/2029 | | | | | | | 225,564 | — | 114.30 | 1/31/2029 | | | | | | | 196,514 | — | 109.40 | 1/31/2029 | — | — | 3,300 | 199,947 | | Monique Matheson | 20,000 | — | 77.54 | 8/1/2028 | | | | | | | 87,658 | — | 83.12 | 8/1/2029 | | | | | | | 77,197 | — | 97.61 | 8/1/2030 | | | | | | | 32,752 | 10,917(5) | 167.51 | 8/1/2031 | | | | | | | 32,224 | 32,223(6) | 114.30 | 8/1/2032 | | | | | | | 14,222 | 42,664(7) | 109.40 | 8/1/2033 | | | | | | | — | 80,815(4) | 83.32 | 9/1/2034 | 37,533 | 2,274,124 | 33,375 | 2,022,191 | | Heidi O'Neill | 25,000 | — | 77.54 | 8/1/2028 | | | | | | | 61,360 | — | 83.12 | 8/1/2029 | | | | | | | 77,197 | — | 97.61 | 8/1/2030 | | | | | | | 38,211 | 12,736(5) | 167.51 | 8/1/2031 | | | | | | | 37,594 | 37,594(6) | 114.30 | 8/1/2032 | | | | | | | 20,686 | 62,057(7) | 109.40 | 8/1/2033 | | | | | | | — | 117,549(4) | 83.32 | 9/1/2034 | 63,569 | 3,851,646 | 58,590 | 3,549,968 |

  89. OUTSTANDING EQUITY AWARDS AT MAY 31, 2025

    (1)Stock options generally become exercisable in four equal installments on each of the first four anniversaries of the grant date. (2)Reflects RSUs and one-time equity retention awards that vest as described in the table below. The retention awards granted in fiscal 2025 represent the portion of one-time equity retention awards that will be earned subject to continuous service through the scheduled vesting date. The PSUs for the fiscal 2023 – 2025 performance period that were scheduled to cliff vest on August 1, 2025 were earned at 0% based on three-year Relative TSR, and therefore no amount is shown.

  90. OUTSTANDING EQUITY AWARDS AT MAY 31, 2025

    | NAME | FISCAL YEAR OF GRANT | NUMBER OF UNVESTED UNITS | VESTING SCHEDULE | | Elliott Hill | 2025 | 35,621 | RSUs subject to three-year pro-rata vesting on 10/14/2025, 10/15/2026, and 10/15/2027 | | | 2025 | 29,067 | RSUs subject to four-year pro-rata vesting on 9/1/2025, 9/1/2026, 9/1/2027, and 9/1/2028 | | Matthew Friend | 2025 | 15,002 | RSUs subject to four-year pro-rata vesting on 9/1/2025, 9/1/2026, 9/1/2027, and 9/1/2028 | | | 2025 | 24,555 | One-time equity retention award will cliff vest on 09/18/2026 | | | 2024 | 7,404 | RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2025 and 50% vest on 8/1/2026 | | | 2023 | 4,330 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2025 | | Robert Leinwand | 2025 | 4,189 | RSUs subject to four-year pro-rata vesting on 9/1/2025, 9/1/2026, 9/1/2027, and 9/1/2028 | | | 2025 | 6,126 | RSUs subject to four-year pro-rata vesting on 9/1/2025, 9/1/2026, 9/1/2027, and 9/1/2028 | | | 2024 | 2,468 | RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2025 and 50% vest on 8/1/2026 | | | 2023 | 13,712 | RSUs subject to four-year pro-rata vesting; 100% of the remaining units vest on 2/10/2026 | | | 2023 | 1,237 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2025 | | Ann Miller | 2025 | 10,314 | RSUs subject to four-year pro-rata vesting on 9/1/2025, 9/1/2026, 9/1/2027, and 9/1/2028 | | | 2025 | 18,417 | One-time equity retention award will cliff vest on 09/18/2026 | | | 2024 | 5,091 | RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2025 and 50% vest on 8/1/2026 | | | 2023 | 3,711 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2025 | | Craig Williams | 2025 | 15,002 | RSUs subject to four-year pro-rata vesting on 9/1/2025, 9/1/2026, 9/1/2027, and 9/1/2028 | | | 2025 | 36,833 | One-time equity retention award will cliff vest on 09/18/2026 | | | 2024 | 7,404 | RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2025 and 50% vest on 8/1/2026 | | | 2023 | 2,103 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units 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 | | Monique Matheson | 2025 | 10,314 | RSUs subject to four-year pro-rata vesting on 9/1/2025, 9/1/2026, 9/1/2027, and 9/1/2028 | | | 2025 | 18,417 | One-time equity retention award will cliff vest on 09/18/2026 | | | 2024 | 5,091 | RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2025 and 50% vest on 8/1/2026 | | | 2023 | 3,711 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2025 | | Heidi O'Neill | 2025 | 15,002 | RSUs subject to four-year pro-rata vesting on 9/1/2025, 9/1/2026, 9/1/2027, and 9/1/2028 | | | 2025 | 36,833 | One-time equity retention award will cliff vest on 09/18/2026 | | | 2024 | 7,404 | RSUs subject to three-year pro-rata vesting; 50% of the remaining units vest on 8/1/2025 and 50% vest on 8/1/2026 | | | 2023 | 4,330 | RSUs subject to three-year pro-rata vesting; 100% of the remaining units vest on 8/1/2025 |

  91. OUTSTANDING EQUITY AWARDS AT MAY 31, 2025

    (3)Reflects PSUs and one-time equity retention awards that vest as described in the table below assuming performance (a) at the maximum level (100%) for the retention awards granted in fiscal 2025 and (b) at the threshold level (25%) for the PSUs. The retention awards granted in fiscal 2025 represent the portion of one-time equity retention awards that will be earned at 0% or 100% based on achievement of a $100.00 stock price performance measure. The PSUs for the fiscal 2025 – 2027 performance period will be earned between 0% and 200% based on Relative TSR between September 1, 2024 and August 31, 2027 and subject to the People & Planet modifier. The PSUs for the fiscal 2024 – 2026 performance period 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.

  92. OUTSTANDING EQUITY AWARDS AT MAY 31, 2025

    | NAME | FISCAL YEAR OF GRANT /PERFORMANCE PERIOD | NUMBER OF UNEARNED, UNVESTED UNITS | VESTING SCHEDULE | | Elliott Hill | 2025 - 2027 | 24,222 | Earned units will cliff vest on 9/1/2027 | | Matthew Friend | 2025 - 2027 | 12,502 | Earned units will cliff vest on 9/1/2027 | | | 2025 | 24,555 | One-time equity retention award will cliff vest on 9/18/2026 | | | 2024 - 2026 | 9,256 | Earned units will cliff vest on 8/1/2026 | | Robert Leinwand | 2025 - 2027 | 7,830 | Earned units will cliff vest on 9/1/2027 | | | 2025 - 2027 | 766 | Earned units will cliff vest on 9/1/2027 | | | 2024 - 2026 | 926 | Earned units will cliff vest on 8/1/2026 | | Ann Miller | 2025 - 2027 | 8,595 | Earned units will cliff vest on 9/1/2027 | | | 2025 | 18,416 | One-time equity retention award will cliff vest on 9/18/2026 | | | 2024 - 2026 | 6,364 | Earned units will cliff vest on 8/1/2026 | | Craig Williams | 2025 - 2027 | 12,502 | Earned units will cliff vest on 9/1/2027 | | | 2025 | 36,832 | One-time equity retention award will cliff vest on 9/18/2026 | | | 2024 - 2026 | 9,256 | Earned units will cliff vest on 8/1/2026 | | John Donahoe II | 2025 - 2027 | 3,300 | Earned units will cliff vest on 9/1/2027 | | Monique Matheson | 2025 - 2027 | 8,595 | Earned units will cliff vest on 9/1/2027 | | | 2025 | 18,416 | One-time equity retention award will cliff vest on 9/18/2026 | | | 2024 - 2026 | 6,364 | Earned units will cliff vest on 8/1/2026 | | Heidi O'Neill | 2025 - 2027 | 12,502 | Earned units will cliff vest on 9/1/2027 | | | 2025 | 36,832 | One-time equity retention award will cliff vest on 9/18/2026 | | | 2024 - 2026 | 9,256 | Earned units will cliff vest on 8/1/2026 |

  93. OUTSTANDING EQUITY AWARDS AT MAY 31, 2025

    (4)25% of these options will vest on September 1, 2025, 25% will vest on September 1, 2026, 25% will vest on September 1, 2027, and 25% will vest on September 1, 2028. (5)100% of these options will vest on August 1, 2025. (6)50% of these options will vest on August 1, 2025 and 50% will vest on August 1, 2026. (7)33% of these options will vest on August 1, 2025, 33% will vest on August 1, 2026, and 33% will vest on August 1, 2027.

  94. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025

    OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025 The following table sets forth information concerning stock option exercises and vesting of RSUs during fiscal 2025 for each of the NEOs on an aggregated basis.

  95. OPTION EXERCISES AND STOCK VESTED DURING FISCAL 2025

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Elliott Hill | — | — | — | — | | Matthew Friend | — | — | 25,567 | 2,197,791 | | Robert Leinwand | — | — | 10,149 | 729,553 | | Ann Miller | — | — | 7,172 | 526,992 | | Craig Williams | — | — | 37,818 | 2,752,754 | | John Donahoe II | — | — | 26,079 | 1,925,934 | | Monique Matheson | — | — | 8,722 | 644,120 | | Heidi O'Neill | — | — | 25,977 | 2,228,069 |

  96. NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2025

    NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2025

  97. NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2025

    | NAME | PLAN NAME | EXECUTIVE CONTRIBUTIONS IN FISCAL 2025(1) | AGGREGATE EARNINGS IN FISCAL 2025 | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS IN FISCAL 2025 | AGGREGATE BALANCE AT MAY, 31 2025(1) | | Elliott Hill | DCP | $317,308 | $697,985 | $(822,916) | $9,463,259 | | Matthew Friend | DCP | — | $57,180 | — | $737,708 | | Robert Leinwand | DCP | $528,427 | $337,989 | — | $4,175,485 | | Ann Miller | DCP | — | $2,266 | | $39,946 | | Craig Williams | DCP | $960,289 | $184,520 | — | $2,229,257 | | John Donahoe II | DCP | — | $77,327 | — | $1,050,614 | | Monique Matheson | DCP | — | $1,004,910 | — | $11,785,201 | | Heidi O'Neill | DCP | $195,000 | $510,227 | — | $6,582,382 |

  98. NON-QUALIFIED DEFERRED COMPENSATION IN FISCAL 2025

    (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. Hill, $764,819 (Mr. Hill was an NEO in FY 2019-2020 and FY 2025); Mr. Friend, $9,503 (Mr. Friend has been an NEO since FY 2020); Mr. Leinwand, $528,427 (Mr. Leinwand has not previously been an NEO); Mr. Williams, $1,776,654 (Mr. Williams has been an NEO since FY 2024); Mr. Donahoe, $63,695 (Mr. Donahoe was an NEO from FY 2020 to FY 2025); Ms. Matheson, $617,417 (Ms. Matheson was an NEO in FY 2020 an FY 2025); and Ms. O'Neill, $1,855,906 (Ms. O'Neill has been an NEO since FY 2021).

  99. NON-QUALIFIED DEFERRED COMPENSATION PLANS

    NON-QUALIFIED DEFERRED COMPENSATION PLANS The NEOs are eligible to participate in our 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 ($345,000 for fiscal 2025) 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 2025 ranging from 0.96% to 14.02%. 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 table below lists the available investment options under the Deferred Compensation Plan and their annual return as of May 31, 2025.

  100. NON-QUALIFIED DEFERRED COMPENSATION PLANS

    | NAME OF FUND | ANNUAL RATE OF RETURN AS OF MAY 31, 2025 | | Fidelity VIP Emerging Markets Initial | 12.03% | | Goldman Sachs VIT Government MMkt Instl | 4.74% | | Macquarie VIP Small Cap Value Series Svc | 0.96% | | MFS VIT II International Intrinsic Value Svc | 14.02% | | PIMCO VIT Real Return Ad | 5.85% | | Vanguard VIF Balanced | 11.20% | | Vanguard VIF Capital Growth | 3.43% | | Vanguard VIF Equity Income | 10.01% | | Vanguard VIF Equity Index | 13.37% | | Vanguard VIF Global Bond Index | 5.66% | | Vanguard VIF High Yield Bond Inv | 8.69% | | Vanguard VIF International Inv | 11.80% | | Vanguard VIF Mid Cap Index | 12.12% | | Vanguard VIF Real Estate Index | 11.70% | | Vanguard VIF Short Term Inv Grade I | 6.85% |

  101. NON-QUALIFIED DEFERRED COMPENSATION PLANS

    | Vanguard VIF Small Company Growth | 0.98% | | Vanguard VIF Total Bond Market Index | 5.30% | | Vanguard VIF Total Intl Stk Mkt Idx | 12.75% |

  102. NON-QUALIFIED DEFERRED COMPENSATION PLANS

    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 NEOs 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.

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

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The Company does not maintain individual severance or change in control agreements with our NEOs, and, except as otherwise described above with respect to Mr. Hill in the section titled "Compensation Discussion and Analysis—Compensation of our Named Executive Officers—Other Compensation—Other Employment Arrangements", we do not have employment contracts with any of our current NEOs, all of whom are employed at-will. However, our NEOs, including our current NEOs, are entitled to payments and benefits in connection with certain termination events pursuant to the standard terms and conditions of our equity award agreements under the SIP, as described below under the section titled "Equity Award Agreements". In addition, we have non-competition agreements with each of our NEOs, pursuant to which our NEOs may be entitled to receive monthly payments during the applicable post-termination noncompetition period, as described below under the section titled "Non-competition Agreements". Each of our former NEOs is party to a letter agreement setting forth their entitlements under such equity award and non-competition agreements, as described in the section titled "Compensation Discussion and Analysis—Compensation of our Named Executive Officers—Other Compensation—Other Employment Arrangements". These payments and benefits for both our current and former NEOs are described further below and, as applicable, quantified in the table, under the section titled “Summary of Potential Payments”. A glossary of certain defined terms applicable to these agreements is included at the end of this section.

  104. SUMMARY OF POTENTIAL PAYMENTS

    SUMMARY OF POTENTIAL PAYMENTS The following table shows the estimated benefits that would have been received by the NEOs (other than Mr. Donahoe, Ms. Matheson and Ms. O'Neill) in respect of their outstanding equity awards (including, as applicable, any one-time equity retention awards) and under their non-competition agreements upon certain types of termination of employment if the triggering event had occurred on May 30, 2025, when the closing price of our Class B Stock was $60.59 per share, assuming PSUs are earned at 100% of target. Mr. Donahoe's, Ms. Matheson's and Ms. O'Neill's actual benefits payable in connection with their departures are quantified separately below.

  105. SUMMARY OF POTENTIAL PAYMENTS

    | NAME | TYPE OF PAYMENT | QUALIFYING CIC TERMINATION(1) | DEATH OR DISABILITY | INVOLUNTARY TERMINATION WITHOUT CAUSE(2) | VOLUNTARY RESIGNATION(3) | | Elliott Hill | Value of Stock Options(4) | $— | $— | $— | $— | | | Value of PSUs/RSUs(5)(6) | $9,789,890 | $9,789,890 | $1,856,175 | $1,856,175 | | | Noncompete Payments(7) | $— | $— | $6,750,000 | $3,375,000 | | | Total: | $9,789,890 | $9,789,890 | $8,606,175 | $5,231,175 | | Matthew Friend | Value of Stock Options(4) | $— | $— | $— | $— | | | Value of PSUs/RSUs(5)(8) | $10,993,268 | $10,993,268 | $2,932,011 | $— | | | Noncompete Payments(7) | $— | $— | $1,250,000 | $625,000 | | | Total: | $10,993,268 | $10,993,268 | $4,182,011 | $625,000 | | Robert Leinwand | Value of Stock Options(4) | $— | $— | $— | $— | | | Value of PSUs/RSUs(5) | $4,212,641 | $3,381,831 | $845,776 | $471,148 | | | Noncompete Payments(7) | $— | $— | $900,000 | $450,000 | | | Total: | $4,212,641 | $3,381,831 | $1,745,776 | $921,148 | | Ann Miller | Value of Stock Options(4) | $— | $— | $— | $— | | | Value of PSUs/RSUs(5)(8) | $7,858,705 | $7,858,705 | $2,161,548 | $— | | | Noncompete Payments(7) | $— | $— | $1,100,000 | $550,000 | | | Total: | $7,858,705 | $7,858,705 | $3,261,548 | $550,000 | | Craig Williams | Value of Stock Options(4) | $— | $— | $— | $— | | | Value of PSUs/RSUs(5)(8) | $12,456,153 | $12,456,153 | $3,155,103 | $824,872 | | | Noncompete Payments(7) | $— | $— | $1,250,000 | $625,000 | | | Total: | $12,456,153 | $12,456,153 | $4,405,103 | $1,449,872 |

  106. SUMMARY OF POTENTIAL PAYMENTS

    (1)Assumes a termination of employment by NIKE without "cause" or by the NEO for "good reason" (in each case, as defined in the SIP or applicable award agreement) on or prior to the second anniversary of a change in control. (2)Assumes an involuntary termination of employment without cause (that, for purposes of the Current Options, is not the result of "performance failures" or "prohibited acts") and due to a "divestiture" or "reduction in force" (as defined in the Prior Options and Prior Stock Awards). Upon an involuntary termination of employment without cause that is not a "divestiture" or "reduction in force", the NEOs would be entitled to the following amounts in aggregate: Mr. Hill, $1,856,175; Mr. Friend, $1,320,801; Mr. Leinwand, $471,148; Ms. Miller, $939,024; and Mr. Williams, $1,568,796. As of May 31, 2025, Mr. Hill is eligible for retirement vesting under his equity awards; Mr. Williams is eligible for retirement vesting (including, as applicable, "early retirement" vesting) under his equity awards; Mr. Leinwand is eligible for retirement vesting (including, as applicable, "early retirement" vesting) under his equity awards; and Mr. Friend and Ms. Miller are not eligible for retirement vesting under any of their equity awards because neither Mr. Friend nor Ms. Miller has reached age 55. (3)Includes, for NEOs who are retirement eligible, as applicable, the value of the unvested stock options held by each NEO as of May 31, 2025 that would have continued to vest if the NEO had retired on that date. As of May 31, 2025, Mr. Hill is eligible for retirement vesting under his equity awards; Mr. Williams is eligible for retirement vesting (including, as applicable, "early retirement" vesting) under his equity awards; Mr. Leinwand is eligible for retirement vesting (including, as applicable, "early retirement" vesting) under his equity awards; and Mr. Friend and Ms. Miller are not eligible for retirement vesting under any of their equity awards because neither Mr. Friend nor Ms. Miller has reached age 55. (4)Information regarding outstanding unvested stock options held by each NEO is set forth in the Outstanding Equity Awards table above. No amounts are shown in the table above because the applicable unvested stock options have no intrinsic value at the per share closing price of our Class B Stock on May 31, 2025. (5)Information regarding unvested RSUs and PSUs held by each NEO is set forth in the Outstanding Equity Awards table above. (6)Includes the accelerated vesting of Mr. Hill's one-time RSU award, as discussed under the sections above titled "Compensation Discussion and Analysis—Compensation of our Named Executive Officers—Long-Term Incentive—Transition and Equity Retention Awards—One-Time CEO Transition Grants for Mr. Hill" and "Compensation Discussion and Analysis—Compensation of our Named Executive Officers—Other Compensation—Other Employment Arrangements—Offer Letter with Mr. Hill". (7)Represents the estimated aggregate potential benefits that each NEO would have been entitled to receive under his or her respective non-competition agreement had such NEO been terminated by us without "cause" or voluntarily resigned, in each case, on May 31, 2025, assuming the applicable covenants are not waived by us. No amounts are shown in the Qualifying CIC Termination column because the non-competition agreements do not provide for enhanced benefits in the event of a qualifying termination following a change in control; rather, in such event, the aggregate potential benefits that each NEO would be entitled to receive will be as shown under either the Involuntary Termination without Cause column or the Voluntary Resignation column, as applicable. The restriction period under the non-competition agreement with Mr. Hill is 18 months; the restriction period under the non-competition agreements with Mr. Friend, Mr. Leinwand, Ms. Miller, and Mr. Williams is 12 months. The monthly payment amount that would become due to each of the NEOs for the duration of the applicable restriction period, assuming the applicable covenants are not waived by us or breached by the NEO, is as follows: assuming a termination by us without "cause": Mr. Hill, $375,000; Mr. Friend, $104,167; Mr. Leinwand, $75,000; Ms. Miller, $91,667; and Mr. Williams, $104,167; and assuming a voluntary termination of employment: Mr. Hill, $187,500; Mr. Friend, $52,083; Mr. Leinwand, $37,500; Ms. Miller, $45,833; and Mr. Williams, $52,083. (8)Includes the accelerated vesting of certain one-time equity retention awards, as discussed under the section above titled "Compensation Discussion and Analysis—Compensation of our Named Executive Officers—Long-Term Incentive—Transition and Equity Retention Awards—One-Time Equity Retention Awards to Non-CEO NEOs". These awards do not provide for retirement treatment.

  107. MS. MATHESON

    | Key Defined Terms – Potential Payments Upon Termination or Change-In-Control | | | | TERM | PLAN / AGREEMENT | MEANING | | Annual NIKE Income | Non-competition agreements (Messrs. Hill and Donahoe only) | The sum of current annual salary plus target PSP award. | | Cause | SIP | For purposes of the stock option, RSU, and PSU awards, in connection with a "change in control", "cause" has the meaning ascribed to it under the SIP and generally includes: •willful and continued failure to substantially perform assigned duties; and •willful engagement in illegal conduct materially injurious to us. | | Cause | Current Stock Awards | For purposes of the termination treatment applicable to our Current Stock Awards (other than in connection with a change in control), "cause" generally includes: •failure to substantially perform assigned duties; •commission of any act involving insubordination, fraud, illegality, dishonesty, gross misconduct in the performance of employment duties, or moral turpitude; •breach of any material Company policy or code of conduct; or •involvement in activities that violate Company policy and could be detrimental to or reflect unfavorably upon the Company. | | Change in Control | SIP | For purposes of the stock option, RSU, and PSU awards, "change in control" has the meaning ascribed to it under the SIP and is generally defined to include: •the acquisition by any "person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act) of more than 50% of our outstanding Class A Stock or, if the Class A Stock no longer elects a majority of directors, the acquisition by any person or group 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, as a result of which the holders of our outstanding Common Stock no longer hold at least 50% of the combined voting power of the surviving corporation (or a parent of the surviving corporation). | | Divestiture | Prior Options; Prior Stock Awards | Generally means the sale, closing, or other disposition of a subsidiary, division, business unit, or other organizational unit. | | Early retirement | Prior Options | Generally means achieving age 55 with at least 5 years of service. |

  108. CEO PAY RATIO

    CEO PAY RATIO NIKE's pay and benefits are designed to be competitive and equitable, meet the 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 2025, our last completed fiscal year: •The employee identified at the median of all NIKE employees (other than our CEO) was a retail employee in the United Kingdom; •The annual total compensation of the median employee was $48,723, 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); and •The annualized total compensation of our CEO, Mr. Hill, was $26,566,145, as described below. NIKE had two individuals serve as CEO during fiscal 2025. For purposes of calculating the CEO pay ratio, we annualized the base salary and cash incentive award under the PSP of our current CEO, Mr. Hill, who began serving in the role on October 14, 2024, and we included all other components of his compensation in the same amounts as disclosed in the Summary Compensation Table. Mr. Hill's annualized base salary was $1,500,000 (representing his fiscal 2025 base salary as CEO), and his annualized PSP award was $0 (representing the value of Mr. Hill's fiscal 2025 PSP award assuming his fiscal 2025 PSP target opportunity and fiscal 2025 base salary as CEO and applying his actual fiscal 2025 PSP award payout percentage of 0% of target). Accordingly, Mr. Hill's annualized total compensation for the purposes of this calculation was $26,566,145. Based on this information, the estimated ratio of the annualized total compensation of our CEO to the median annual total compensation of all other NIKE employees was 545 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. Consistent with our past practice, we used the first business day in May as the date to determine the median employee. This year, the first business day in May was May 1, 2025. At that time, we had approximately 76,600 employees globally. Of those employees, approximately 73% were full-time, 53% were in retail jobs, and 49% were located in the United States. To identify our median employee from our global employee population, we calculated annual compensation for fiscal 2025 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. Compensation for permanent employees hired during the fiscal year was annualized, and 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. If this consistently applied compensation methodology yielded a median employee who, during fiscal 2025, (1) was on a leave of absence that significantly impacted total pay during the year, or (2) was an hourly employee who worked significantly more or significantly fewer hours than their scheduled hours, that individual was excluded. If this consistently applied compensation methodology yielded two or more employees, we selected one. As permitted under SEC rules, we changed our methodology from prior fiscal years, when we (1) excluded non-U.S. employees accounting for 5% or less of our total employee population (commonly referred to as the de minimis exemption) and (2) after determining the annual compensation for the remainder of our employee population, selected a median employee from a subset of approximately 100 employees representing the potential median employee population, 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). We made the changes in methodology described above in order to streamline our median employee identification process and better reflect NIKE's organizational structure.

  109. 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".

  110. 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.

  111. PAY VERSUS PERFORMANCE TABLE

    | YEAR | SUMMARY COMPENSATION TABLE FOR MR.HILL(1)(2) | COMPENSATION ACTUALLY PAID TO MR. HILL(1)(3)(4) | SUMMARY COMPENSATION TABLE TOTAL FOR MR. DONAHOE(1)(5) | COMPENSATION ACTUALLY PAID TO MR. DONAHOE(1)(4)(6) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOs(1)(7) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOs(1)(4)(8) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON | | NET INCOME(10) (IN MILLIONS) | ADJUSTED REVENUE(11) (IN MILLIONS) | | | | | | | | | TOTAL SHAREHOLDER RETURN(9) | PEER GROUP TOTAL SHAREHOLDER RETURN(9) | | | | 2025 | $26,018,068 | $17,010,238 | $28,442,712 | $(10,924,243) | $12,135,422 | $2,798,172 | $65.09 | $81.16 | $3,201 | $46,350 | | 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 |

  112. PAY VERSUS PERFORMANCE TABLE

    (1) The following NEOs are included in the table above:

  113. PAY VERSUS PERFORMANCE TABLE

    | YEAR | CEO | Non-CEO NEOs | | 2025 | Elliott Hill, John Donahoe II | Matthew Friend, Robert Leinwand, Ann Miller, Craig Williams, Monique Matheson, and Heidi O'Neill | | 2024 | John Donahoe II | Matthew Friend, Heidi O'Neill, Mark Parker, and Craig Williams | | 2023 | John Donahoe II | Matthew Friend, Andrew Campion, Heidi O'Neill, and Mark Parker | | 2022 | John Donahoe II | Matthew Friend, Andrew Campion, Heidi O'Neill, and Mark Parker | | 2021 | John Donahoe II | Matthew Friend, Andrew Campion, Heidi O'Neill, and Mark Parker |

  114. PAY VERSUS PERFORMANCE TABLE

    (2) Represents the amount of total compensation reported for our CEO, Mr. Hill, 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 Mr. Hill" 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 Mr. Hill. 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:

  115. PAY VERSUS PERFORMANCE TABLE

    | | 2025 | | Summary Compensation Table ("SCT") total for Mr. Hill | $26,018,068 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $14,887,893 | | Deduction for amounts reported under the "Option Awards" column in the SCT | $5,832,678 | | Total deductions from SCT | $20,720,571 | | Year end fair value of equity awards | $11,583,480 | | Value of dividends on stock awards | $129,261 | | Total adjustments | $11,712,740 | | Compensation actually paid | $17,010,238 |

  116. PAY VERSUS PERFORMANCE TABLE

    (4) Equity awards included in these amounts are calculated using the following 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. (5) Represents the amount of total compensation reported for our Former CEO, Mr. Donahoe, in the "Total" column of the "Summary Compensation Table" for each fiscal year presented. (6) The dollar amounts reported in the "Compensation Actually Paid to Mr. Donahoe" 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 Mr. Donahoe. 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:

  117. PAY VERSUS PERFORMANCE TABLE

    | | 2025 | | Summary Compensation Table ("SCT") total for Mr. Donahoe | $28,442,712 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $15,348,756 | | Deduction for amounts reported under the "Option Awards" column in the SCT | $7,239,086 | | Total deductions from SCT | $22,587,842 | | Year end fair value of equity awards | $772,498 | | Change in fair value of outstanding and unvested equity awards | $(5,677,419) | | Change in fair value of equity awards granted in prior years that vested in the year | $(2,771,387) | | Fair value as of the prior fiscal year of equity awards granted in prior years that failed to meet vesting conditions in the year | $(9,451,544) | | Value of dividends on stock awards | $348,739 | | Total adjustments | $(16,779,113) | | Compensation actually paid | $(10,924,243) |

  118. PAY VERSUS PERFORMANCE TABLE

    (7) 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. (8) 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:

  119. PAY VERSUS PERFORMANCE TABLE

    | | 2025 | | Average Summary Compensation Table total for non-CEO NEOs | $12,135,422 | | Deduction for amounts reported under the "Stock Awards" column in the SCT | $8,406,828 | | Deduction for amounts reported under the "Option Awards" column in the SCT | $2,582,963 | | Total deductions from SCT | $10,989,791 | | Year end fair value of equity awards | $5,825,996 | | Change in fair value of outstanding and unvested equity awards | $(3,505,896) | | Change in fair value of equity awards granted in prior years that vested in the year | $(805,227) | | Value of dividends on stock awards | $137,667 | | Total adjustments | $1,652,540 | | Average compensation actually paid | $2,798,172 |

  120. PAY VERSUS PERFORMANCE TABLE

    (9) 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 2025. 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. (10) 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. (11) 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 2025, 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.