NIKE, INC., DEF 14A filed on 7/25/2024
Proxy Statement (definitive)
v3.24.2
Cover
 12 Months Ended
May 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name NIKE, Inc.
Entity Central Index Key 0000320187
v3.24.2
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
May 31, 2024
May 31, 2023
May 31, 2022
May 31, 2021
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
YEAR
SUMMARY COMPENSATION TABLE TOTAL FOR CEO(1)(2)
COMPENSATION ACTUALLY PAID TO CEO(1)(3)
AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-CEO NEOs(1)(4)
AVERAGE COMPENSATION ACTUALLY PAID TO NON-CEO NEOs(1)(5)
VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON
NET INCOME(7)
(IN MILLIONS)
ADJUSTED REVENUE(8)
(IN MILLIONS)
TOTAL SHAREHOLDER RETURN(6)
PEER GROUP TOTAL SHAREHOLDER RETURN(6)
2024$29,184,701$13,158,408$9,804,553$5,812,537$100.23$124.83$5,700$51,656
2023$32,789,885$29,391,856$10,117,055$7,259,680$109.51$116.84$5,070$52,593
2022$28,838,060$19,617,425$9,185,111$7,482,733$122.26$120.40$6,046$47,406
2021$32,920,708$77,444,844$17,107,315$28,986,814$139.58$141.30$5,727$43,769
      
Company Selected Measure Name Adjusted Revenue      
Named Executive Officers, Footnote John Donahoe II served as the Company's CEO for each fiscal year presented. For fiscal 2024, the individuals comprising the non-CEO NEOs were Matthew Friend, Heidi O’Neill, Mark Parker, and Craig Williams. For fiscal 2023, 2022, and 2021, the individuals comprising the non-CEO NEOs were Matthew Friend, Andrew Campion, Heidi O'Neill, and Mark Parker.      
Peer Group Issuers, Footnote Peer group total shareholder return ("TSR") uses the Dow Jones U.S. Footwear Index, which the Company also uses in the stock performance graph required by Item 201(e) of Regulation S-K included in the Company's Annual Report on Form 10-K for fiscal 2024. These comparisons assume $100 (including reinvested dividends) was invested for the period starting May 31, 2020 through the end of the listed fiscal year in (a) the Company and (b) the Dow Jones U.S. Footwear Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.      
PEO Total Compensation Amount $ 29,184,701 $ 32,789,885 $ 28,838,060 $ 32,920,708
PEO Actually Paid Compensation Amount $ 13,158,408 29,391,856 19,617,425 77,444,844
Adjustment To PEO Compensation, Footnote The dollar amounts reported in the "Compensation Actually Paid to CEO" column have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the CEO. These amounts reflect the amount set forth in the "Total" column of the "Summary Compensation Table" for each fiscal year presented, with certain adjustments as described in the table below, in accordance with the requirements of Item 402(v) of Regulation S-K:
2024
Summary Compensation Table ("SCT") total for CEO$29,184,701
Deduction for amounts reported under the "Stock Awards" column in the SCT $12,400,986
Deduction for amounts reported under the "Option Awards" column in the SCT $6,836,722
Total deductions from SCT$19,237,708
Year end fair value of equity awards$12,176,020
Change in fair value of outstanding and unvested equity awards$(9,749,162)
Change in fair value of equity awards granted in prior years that vested in the year$577,093
Value of dividends on stock awards$207,464
Total adjustments$3,211,415
Compensation actually paid$13,158,408
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.
      
Non-PEO NEO Average Total Compensation Amount $ 9,804,553 10,117,055 9,185,111 17,107,315
Non-PEO NEO Average Compensation Actually Paid Amount $ 5,812,537 7,259,680 7,482,733 28,986,814
Adjustment to Non-PEO NEO Compensation Footnote 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:
2024
Average Summary Compensation Table total for non-CEO NEOs$9,804,553
Deduction for amounts reported under the "Stock Awards" column in the SCT $3,916,105
Deduction for amounts reported under the "Option Awards" column in the SCT $2,673,012
Total deductions from SCT$6,589,117
Year end fair value of equity awards$4,243,697
Change in fair value of outstanding and unvested equity awards$(1,980,907)
Change in fair value of equity awards granted in prior years that vested in the year$246,437
Value of dividends on stock awards$87,874
Total adjustments$2,597,101
Average compensation actually paid$5,812,537
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.
      
Compensation Actually Paid vs. Total Shareholder Return
CAP VERSUS COMPANY TSR & PEER GROUP TSR
03_427857(3)_chart_CAPvsCompanyTSR.jpg
      
Compensation Actually Paid vs. Net Income
CAP VERSUS NET INCOME
03_427857(3)_chart_descriptionofrelationships.jpg
      
Compensation Actually Paid vs. Company Selected Measure
CAP VERSUS ADJUSTED REVENUE
03_427857(3)_chart_CAPvsAdjRev.jpg
      
Total Shareholder Return Vs Peer Group
CAP VERSUS COMPANY TSR & PEER GROUP TSR
03_427857(3)_chart_CAPvsCompanyTSR.jpg
      
Tabular List, Table
Adjusted Revenue
Adjusted EBIT
Stock price
.
      
Total Shareholder Return Amount $ 100.23 109.51 122.26 139.58
Peer Group Total Shareholder Return Amount 124.83 116.84 120.40 141.30
Net Income (Loss) $ 5,700,000,000 $ 5,070,000,000 $ 6,046,000,000 $ 5,727,000,000
Company Selected Measure Amount 51,656,000,000 52,593,000,000 47,406,000,000 43,769,000,000
PEO Name John Donahoe II      
Additional 402(v) Disclosure
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".
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.
Represents the amount of total compensation reported for our CEO, Mr. Donahoe, in the "Total" column of the "Summary Compensation Table" for each fiscal year presented.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.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.
The following charts show graphically the relationships over the past four fiscal years of the CAP amounts for our CEO and non-CEO NEOs as compared to our cumulative TSR, peer group TSR, GAAP net income, and Adjusted Revenue as well as the relationship between TSR and peer group TSR.
The following table lists the three financial performance measures that, in the Company's assessment, represent the most important performance measures used to link CAP for our NEOs to Company performance for fiscal 2024. 		     
Measure:: 1        
Pay vs Performance Disclosure        
Name Adjusted Revenue      
Non-GAAP Measure Description 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.      
Measure:: 2        
Pay vs Performance Disclosure        
Name Adjusted EBIT      
Measure:: 3        
Pay vs Performance Disclosure        
Name Stock price      
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 3,211,415      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment To Compensation Amount, Equity Awards (19,237,708)      
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 12,176,020      
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (9,749,162)      
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 577,093      
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 207,464      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table, Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (12,400,986)      
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table, Option Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (6,836,722)      
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,597,101      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table        
Pay vs Performance Disclosure        
Adjustment To Compensation Amount, Equity Awards (6,589,117)      
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 4,243,697      
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,980,907)      
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 246,437      
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 87,874      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table, Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (3,916,105)      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table, Option Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (2,673,012)      
v3.24.2
Award Timing Disclosure
 12 Months Ended
May 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Consistent with prior years, the Company made grants of fiscal 2024 long-term incentive awards to executive officers (including NEOs) on August 1, 2023. The Compensation Committee determined in June 2024 to align the grant date for long-term incentive awards to executive officers (including NEOs) with the grant date for employees below the executive officer level. Accordingly, awards for fiscal 2025 and thereafter are expected to be granted to executive officers (including NEOs) on September 1 of each fiscal year.
FISCAL 2024 AWARD GRANTS
The Compensation Committee determined the fiscal 2024 long-term incentive awards in June 2023. With respect to the mix of the long-term incentive award components, the Compensation Committee completed a multi-year evolution to increase the proportion delivered in PSUs. In setting the value of each long-term incentive award, the committee considered multiple factors, including individual and Company performance, evolving responsibilities, our cohort compensation approach, and retaining top-tier talent in a highly competitive talent marketplace.
Award Timing Predetermined true
Award Timing, How MNPI Considered Consistent with prior years, the Company made grants of fiscal 2024 long-term incentive awards to executive officers (including NEOs) on August 1, 2023. The Compensation Committee determined in June 2024 to align the grant date for long-term incentive awards to executive officers (including NEOs) with the grant date for employees below the executive officer level. Accordingly, awards for fiscal 2025 and thereafter are expected to be granted to executive officers (including NEOs) on September 1 of each fiscal year.
v3.24.2
Insider Trading Policies and Procedures
 12 Months Ended
May 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true