NIKE, INC., DEF 14A filed on 7/17/2025
Proxy Statement (definitive)
v3.25.2
Cover
 12 Months Ended
May 31, 2025
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
v3.25.2
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
May 31, 2025
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 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
        
Company Selected Measure Name Adjusted Revenue        
Named Executive Officers, Footnote The following NEOs are included in the table above:
YEARCEONon-CEO NEOs
2025
Elliott Hill, John Donahoe II
Matthew Friend, Robert Leinwand, Ann Miller, Craig Williams, Monique Matheson, and Heidi O'Neill
2024John Donahoe IIMatthew Friend, Heidi O'Neill, Mark Parker, and Craig Williams
2023John Donahoe IIMatthew Friend, Andrew Campion, Heidi O'Neill, and Mark Parker
2022John Donahoe IIMatthew Friend, Andrew Campion, Heidi O'Neill, and Mark Parker
2021John Donahoe IIMatthew 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 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.        
Adjustment To PEO Compensation, Footnote 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:
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
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:
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)
        
Non-PEO NEO Average Total Compensation Amount $ 12,135,422 $ 9,804,553 $ 10,117,055 $ 9,185,111 $ 17,107,315
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,798,172 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:
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
        
Compensation Actually Paid vs. Total Shareholder Return
CAP VERSUS COMPANY TSR & PEER GROUP TSR
03_PRO013950_Relationships_Cap-Company-TSR.jpg
        
Compensation Actually Paid vs. Net Income
CAP VERSUS NET INCOME
03_PRO013950_Relationships_Cap-Net-Income.jpg
        
Compensation Actually Paid vs. Company Selected Measure
CAP VERSUS ADJUSTED REVENUE
03_PRO013950_Relationships_Cap-Adjusted-Revenue.jpg
        
Total Shareholder Return Vs Peer Group
CAP VERSUS COMPANY TSR & PEER GROUP TSR
03_PRO013950_Relationships_Cap-Company-TSR.jpg
        
Tabular List, Table
Adjusted Revenue
Adjusted EBIT
Stock price
        
Total Shareholder Return Amount $ 65.09 100.23 109.51 122.26 139.58
Peer Group Total Shareholder Return Amount 81.16 124.83 116.84 120.40 141.30
Net Income (Loss) $ 3,201,000,000 $ 5,700,000,000 $ 5,070,000,000 $ 6,046,000,000 $ 5,727,000,000
Company Selected Measure Amount 46,350,000,000 51,656,000,000 52,593,000,000 47,406,000,000 43,769,000,000
PEO Name   John Donahoe II John Donahoe II John Donahoe II 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. Hill, in the "Total" column of the "Summary Compensation Table" for each fiscal year presented.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.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.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 five 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 2025. 		       
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Revenue        
Non-GAAP Measure Description 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.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted EBIT        
Measure:: 3          
Pay vs Performance Disclosure          
Name Stock price        
Elliott Hill [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 26,018,068        
PEO Actually Paid Compensation Amount $ 17,010,238        
PEO Name Elliott Hill        
John Donahoe II [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 28,442,712 $ 29,184,701 $ 32,789,885 $ 28,838,060 $ 32,920,708
PEO Actually Paid Compensation Amount $ (10,924,243) $ 13,158,408 $ 29,391,856 $ 19,617,425 $ 77,444,844
PEO Name John Donahoe II        
PEO | Elliott Hill [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 11,712,740        
PEO | Elliott Hill [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment To Compensation Amount, Equity Awards (20,720,571)        
PEO | Elliott Hill [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,583,480        
PEO | Elliott Hill [Member] | 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 129,261        
PEO | Elliott Hill [Member] | 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 (14,887,893)        
PEO | Elliott Hill [Member] | 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 (5,832,678)        
PEO | John Donahoe II [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (16,779,113)        
PEO | John Donahoe II [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment To Compensation Amount, Equity Awards (22,587,842)        
PEO | John Donahoe II [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 772,498        
PEO | John Donahoe II [Member] | 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 (5,677,419)        
PEO | John Donahoe II [Member] | 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 (2,771,387)        
PEO | John Donahoe II [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (9,451,544)        
PEO | John Donahoe II [Member] | 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 348,739        
PEO | John Donahoe II [Member] | 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 (15,348,756)        
PEO | John Donahoe II [Member] | 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 (7,239,086)        
Non-PEO NEO          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,652,540        
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 (10,989,791)        
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 5,825,996        
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 (3,505,896)        
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 (805,227)        
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 137,667        
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 (8,406,828)        
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 $ (2,582,963)        
v3.25.2
Award Timing Disclosure
 12 Months Ended
May 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
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.
Award Timing Method
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.
Award Timing Predetermined false
Award Timing MNPI Considered true
Award Timing, How MNPI Considered 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.
MNPI Disclosure Timed for Compensation Value false
v3.25.2
Insider Trading Policies and Procedures
 12 Months Ended
May 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true