Document

DEF 14A 1 nike2022proxy.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

NIKE, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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MESSAGE FROM OUR
EXECUTIVE CHAIRMAN


To Our Shareholders: Fiscal 2022 was a pivotal year at NIKE. The Board of Directors oversaw significant transformations in support of the Consumer Direct Acceleration strategy, which NIKE executed in a dynamic operating environment. Through COVID-related disruptions, geopolitical tensions, and more, NIKE continued to deliver strong results and champion athletes and sport. And as many employees returned to the workplace, the Board celebrated NIKE's 50th anniversary by honoring the Company's past and overseeing its growth for the future. The Board brought that same spirit of growth to corporate governance. We know that strong governance helps create long-term value for NIKE's shareholders—enabling responsible, sustainable growth, even in complex conditions. During fiscal 2022, the Board holistically assessed and enhanced our governance documents, including our Corporate Governance Guidelines and committee charters. We also continued to evolve as a Board, aligning committee rosters and refreshing our membership as we continue maintaining an appropriate balance of tenure, experience, and perspectives. As we look ahead to our Annual Meeting of Shareholders, we are pleased to share our proxy statement with you. We continue to further enhance our disclosures in pursuit of transparency, clarity, and readability and in response to shareholder feedback. Changes this year include increased detail on director diversity, a new section highlighting Board oversight of ESG, and the addition of the Fiscal 2022 Annual Direct Compensation Table. This addition, which can be found in the Compensation Discussion and Analysis section, clarifies how we view executive compensation in light of our evolved long-term incentive compensation program. We are pleased to invite you to attend the Annual Meeting of Shareholders of NIKE, Inc. to be held virtually on Friday, September 9, 2022, at 10:00 A.M. Pacific Time. Whether or not you plan to attend, the prompt execution and return of your proxy card will both assure that your shares are represented at the meeting and minimize the cost of proxy solicitation. Thank you for your continued support. Sincerely,			"...the Board celebrated NIKE's 50th anniversary by honoring the Company's past and overseeing its growth for the future."

MARK G. PARKER, EXECUTIVE CHAIRMAN
July 21, 2022

1 NIKE, INC.

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS

TO THE SHAREHOLDERS OF NIKE, INC.

You are cordially invited to the Annual Meeting of Shareholders of NIKE, Inc., an Oregon corporation:


DATE AND TIME: Friday, September 9, 2022, at 10:00 A.M. Pacific Time			LOCATION: This year's meeting will be a virtual Annual Meeting at www.virtualshareholdermeeting.com/NKE2022

ITEMS OF BUSINESS:


PROPOSAL			PAGE REFERENCE
1To elect the 10 directors named in the accompanying proxy statement for the ensuing year.			Page 7

	Class A Will elect seven directors.	Class B Will elect three directors.

Holders of Class A Stock and holders of Class B Stock will vote together as one class on all other proposals.
2To approve executive compensation by an advisory vote.			Page 27
3To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.			Page 52
4To approve the amendment of the NIKE, Inc. Employee Stock Purchase Plan to increase the number of authorized shares.			Page 54
5To consider a shareholder proposal regarding a policy on China sourcing, as described in the accompanying proxy statement, if properly presented at the meeting.			Page 58
6To transact such other business as may properly come before the meeting.

Due to the public health impact of the COVID pandemic and to support the well-being of our employees and shareholders, we have decided to hold this year's Annual Meeting in a virtual format only. Shareholders of record at the close of business on July 8, 2022, the record date fixed by the Board of Directors, may attend the Annual Meeting, vote, and submit questions in advance of and during the meeting. To attend, vote at, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/NKE2022 and enter the 16-digit control number included in your Notice Regarding the Availability of Proxy Materials, voting instructions form, or proxy card. Questions may be submitted in advance of the Annual Meeting by visiting www.proxyvote.com and entering your 16-digit control number.

By Order of the Board of Directors,

Mary I. Hunter
Vice President, Corporate Secretary



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on September 9, 2022. The proxy statement and NIKE, Inc.'s 2022 Annual Report to Shareholders are available online at www.investorvote.com or www.proxyvote.com, for registered and beneficial owners, respectively.

2022 PROXY STATEMENT 2

TABLE OF CONTENTS


		PAGE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS		2
Proxy Statement		5
Virtual Meeting		5
Voting Securities and Vote Required		5
CORPORATE GOVERNANCE		7
PROPOSAL 1	Election of Directors	7
NIKE, Inc. Board of Directors		8
Individual Board Skills Matrix		19
Board Structure and Responsibilities		21
Director Compensation for Fiscal 2022		25
COMPENSATION DISCUSSION AND ANALYSIS		27
PROPOSAL 2	Shareholder Advisory Vote to Approve Executive Compensation	27
Introduction		28
Executive Summary		28
Compensation of Our Named Executive Officers		32
Our Compensation Process		39
Other Compensation Practices		40
Compensation Committee Report		41
E XECUTIVE COM PENSATION TABLES		42
Summary Compensation Table		42
Grant of Plan-Based Awards in Fiscal 2022		43
Outstanding Equity Awards at May 31, 2022		44
Option Exercises and Stock Vested During Fiscal 2022		46
Equity Compensation Plan Information		46
Non-Qualified Deferred Compensation in Fiscal 2022		47
Potential Payments Upon Termination or Change-In-Control		48
CEO Pay Ratio		50
AUDIT MATTERS		52
PROPOSAL 3	Ratification of Appointment of Independent Registered Public Accounting Firm	52
Report of the Audit & Finance Committee		53
E MPLOYEE STOCK PURCHASE PLAN		54
PROPOSAL 4	Approval of Amendm ent of NI KE, Inc. Employee Stock Purchase Plan to Increase Authorized Shares	54
Summary of the Employee Stock Purchase Plan		54
SHAREHOLDER PROPOSAL		58
PROPOSAL 5	To Consider a Shareholder Proposal Regarding a Policy on China Sourcing	58

3 NIKE, INC.


STOCK OWNERSHIP INFORMATION						61
Stock Holdings of Certain Owners and Management						61
Transactions with Related Persons						63
OTHER MATTERS						63
Shareholder Proposals						63
EXHIBIT A - NIKE, I NC. EMPLOYEE STOCK PURCHASE PLAN						64

2022 PROXY STATEMENT 4

PROXY STATEMENT

We are furnishing proxy materials to our shareholders primarily via the Internet, by mailing a Notice Regarding the Availability of Proxy Materials, or "Notice", instead of mailing printed copies of those materials to each shareholder. The Notice directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to these materials electronically unless you elect otherwise.

The enclosed proxy is solicited by the Board of Directors (the "Board") of NIKE, Inc. ("NIKE" or the "Company") for use at the annual meeting of shareholders to be held on September 9, 2022, and at any adjournment thereof (the "Annual Meeting"). Our principal executive offices are located at One Bowerman Drive, Beaverton, Oregon 97005-6453. This proxy statement is first being made available to shareholders on or about July 28, 2022. Shareholders may submit a proxy to vote at the Annual Meeting by following the instructions on the Notice, online or by telephone, or (if they have received paper copies of the proxy materials) by returning a proxy card.

The Company will bear the cost of soliciting proxies. In addition to soliciting proxies by mail, certain officers and employees of the Company, without extra compensation, may also solicit proxies personally or by telephone. Copies of proxy solicitation materials will be furnished to fiduciaries, custodians, and brokerage houses for forwarding to the beneficial owners of shares held in their names. We may retain Georgeson, Inc. to solicit proxies at a cost we anticipate will not exceed $17,500.

Shares that are properly voted online or by telephone or for which proxy cards are properly executed and received by the Company prior to the Annual Meeting will be voted in accordance with the instructions specified in such proxies. Where no instructions are given, shares will be voted "FOR" the election of each of the named nominees for director (Proposal 1), "FOR" the proposal regarding an advisory vote to approve executive compensation (Proposal 2), "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal 3), "FOR" the approval of the amendment of the NIKE, Inc. Employee Stock Purchase Plan to increase the authorized shares (Proposal 4), and "AGAINST" the shareholder proposal regarding a policy on China sourcing (Proposal 5).

A shareholder giving the enclosed proxy has the power to revoke it at any time before it is exercised by affirmatively electing to vote at the meeting or by delivering to the Corporate Secretary of NIKE, Inc. either an instrument of revocation or an executed proxy bearing a later date.

VIRTUAL MEETING

Due to the public health impact of the COVID pandemic and to support the well-being of our employees and shareholders, we have decided to hold this year's Annual Meeting in a virtual meeting format only. Shareholders of record at the close of business on July 8, 2022 may attend the Annual Meeting, vote, and submit questions in advance of and during the meeting. To attend, vote at, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/NKE2022 and enter the 16-digit control number included in your Notice, voting instructions form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. To submit questions in advance of the Annual Meeting, visit www.proxyvote.com before 11:59 P.M. Eastern Time on September 8, 2022 and enter the 16-digit control number included in your Notice, voting instructions form, or proxy card.

VOTING SECURITIES AND VOTE REQUIRED

Holders of record of NIKE's Class A Common Stock ("Class A Stock") and holders of record of NIKE's Class B Common Stock ("Class B Stock" and together with the Class A Stock, the "Common Stock") at the close of business on July 8, 2022 will be entitled to vote at the Annual Meeting. On that date, 304,903,252 shares of Class A Stock and 1,263,652,653 shares of Class B Stock were issued and outstanding. Neither class of Common Stock has cumulative voting rights.

Each share of Class A Stock and each share of Class B Stock is entitled to one vote. The holders of our Common Stock will vote together on all matters at the Annual Meeting except for the election of directors, for which the holders of Class A Stock and holders of Class B Stock will vote separately. Holders of Class B Stock are currently entitled to elect 25 percent of the Board, rounded up to the next whole number, and holders of Class A Stock are currently entitled to elect the remaining directors. Under this formula, holders of Class B Stock will elect three directors at the Annual Meeting and holders of Class A Stock will elect seven directors.

For Proposal 1, the election of directors, a majority of the votes entitled to be cast by each of the Class A Stock and Class B Stock separately constitutes a quorum of Class A Stock and Class B Stock, respectively. Under Oregon law and our Bylaws, if a quorum of each class of Common Stock is present at the meeting, the three director nominees who receive the greatest number of votes cast by holders of Class B Stock and the seven director nominees who receive the greatest number of votes cast by

5 NIKE, INC.

holders of Class A Stock will be elected directors. For Proposals 2, 3, 4, and 5, a majority of the votes entitled to be cast by both of the Class A Stock and Class B Stock together constitutes a quorum. If a quorum is present at the meeting, Proposals 2, 3, 4, and 5 will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal.

Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists. Abstentions and broker non-votes are not included as votes cast and will not affect the outcome of any of the proposals. Broker non-votes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the shareholder's behalf.

2022 PROXY STATEMENT 6

CORPORATE GOVERNANCE



PROPOSAL 1 ELECTION OF DIRECTORS

A Board of 10 directors will be elected at the Annual Meeting. Directors will hold office until the next annual meeting of shareholders or until their successors are elected and qualified. All of the nominees were elected at the 2021 annual meeting of shareholders. Mr. Alan B. Graf, Jr., Dr. Peter B. Henry, and Ms. Michelle A. Peluso are nominated by the Board for election by the holders of Class B Stock. The other seven nominees are nominated by the Board for election by the holders of Class A Stock. Under Oregon law and our Bylaws, if a quorum of each class of shareholders is present at the Annual Meeting, the seven director nominees who receive the greatest number of votes cast by holders of Class A Stock and the three director nominees who receive the greatest number of votes cast by holders of Class B Stock will be elected directors. Abstentions and broker non-votes will have no effect on the results of the vote. Unless otherwise instructed, proxy holders will vote the proxies they receive for the nominees listed below. If any nominee becomes unable to serve, the holders of the proxies may, in their discretion, vote the shares for a substitute nominee or nominees designated by the Board. The Bylaws and the Corporate Governance Guidelines of the Company provide that any nominee for director in an uncontested election who receives a greater number of votes "withheld" from his or her election than votes "for" such election shall tender his or her resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee. The committee will recommend to the Board the action to be taken with respect to the resignation. The Board will publicly disclose its decision within 90 days after the certification of the election results. Background information on the nominees as of July 21, 2022, including certain of the attributes that led to their selection, appears below. The Corporate Responsibility, Sustainability & Governance Committee has determined that each director meets the qualification standards described below under "Individual Board Skills Matrix—Director Nominations". In addition, the Board firmly believes that the experience, attributes, and skills of any single director nominee should not be viewed in isolation, but rather in the context of the experience, attributes, and skills that all director nominees bring to the Board as a whole, each of which contributes to the function of an effective Board.

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

7 NIKE, INC.

NIKE, INC. BOARD OF DIRECTORS

BOARD OVERVIEW

Our director nominees consist of 10 individuals selected on the basis of numerous criteria, including experience and achievements, fields of significant knowledge, good character, sound judgment, and diversity. We view the effectiveness of our Board both through an individual and collective lens and believe that our Board is optimized to support and guide the Company.


DIVERSITY	AGE	TENURE

BOARD SKILLS, EXPERIENCES, AND QUALIFICATIONS

DIVERSITY 5/10

Gender or racial or ethnic diversity that adds a range of perspectives and expands the Board's understanding of the needs and viewpoints of consumers, employees, and other stakeholders worldwide.

FINANCIAL EXPERTISE 10/10

Financial expertise assists our Board in overseeing our financial statements, capital structure, and internal controls.

CEO EXPERIENCE 7/10

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

INTERNATIONAL 7/10

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

DIGITAL/TECHNOLOGY 4/10

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

RETAIL INDUSTRY 5/10

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

MEDIA 1/10

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

ACADEMIA 1/10

Academia provides organizational management experience and knowledge of current issues in academia and thought leadership.

HR/TALENT MANAGEMENT 6/10

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

GOVERNANCE 7/10

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


CORPORATE GOVERNANCE HIGHLIGHTS ü 7 out of 10 director nominees are independent ü Separate Chair, CEO, and Lead Independent Director positions with clearly defined roles ü "Evergreen" approach to Board refreshment, with 3 new independent directors added in last 4 fiscal years ü Director nominees selected based on robust qualification standards, including the desire to represent and serve the interests of all shareholders, and a holistic approach to Board composition ü Retirement policy generally requires that directors do not stand for election after reaching the age of 72

2022 PROXY STATEMENT 8

NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS

CATHLEEN A. BENKO

AGE

DIRECTOR SINCE

COMMITTEES

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2018

Audit & Finance;

Compensation

SolarWinds Corporation

Nike Air Max and Nike Epic Lux Leggings

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY

FINANCIAL EXPERTISE

DIGITAL/TECHNOLOGY

HR/TALENT MANAGEMENT

INTERNATIONAL

Ms. Benko is a former Vice Chairman and Managing Principal of Deloitte LLP ("Deloitte"), an organization that, through its subsidiaries and network of member firms, provides audit, consulting, tax, and advisory services to clients globally. During her nearly 30-year career with Deloitte, Ms. Benko held many leadership roles, several concurrent with her appointment as Vice Chairman and Managing Principal in 2011.

•From 2015 to 2018, Ms. Benko served as Senior Partner working within the firm's "Digital Giants" practice where she was the senior advisory partner for several digital-native companies.

•From 2010 to 2014, Ms. Benko served as Chief Digital, Brand, and Communications Officer.

•Previous to her role as Chief Digital, Brand, and Communications Officer, Ms. Benko held multiple technology and talent management roles, including serving as the company's first Vice Chairman and Chief Talent Officer from 2006 to 2010, its Chief Inclusion Officer from 2008 to 2010, and as Managing Principal, Initiative for the Retention and Advancement of Women, from 2003 to 2009.

•Ms. Benko led Deloitte's technology sector from 2003 to 2007 and was previously Deloitte's first Global e-Business Leader, a position she held from 1998 to 2002.

Ms. Benko is a member of the Board of Directors of SolarWinds Corporation. In addition to this public company board service, she also holds board positions at nonprofits Stanford Institute for Research in the Social Sciences, the International Women's Forum, American Corporate Partners, and the National Association of Corporate Directors. She is also on the board of WorkBoard, a privately-held company. Ms. Benko is chair of Harvard Business School/NC's Advisory Council.

9 NIKE, INC.

TIMOTHY D. COOK, LEAD INDEPENDENT DIRECTOR

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2005

Compensation, Chair

Apple Inc.

Nike Epic React, Nike Tech Pack Hoodie, and Nike Air Max 270

SKILLS, EXPERIENCES AND QUALIFICATIONS

FINANCIAL EXPERTISE

DIGITAL/TECHNOLOGY

HR/TALENT MANAGEMENT

CEO EXPERIENCE

RETAIL INDUSTRY

GOVERNANCE

INTERNATIONAL

Mr. Cook is the Company's Lead Independent Director and is the Chief Executive Officer of Apple Inc. ("Apple").

•Mr. Cook joined Apple in March 1998 as Senior Vice President of Worldwide Operations and also served as its Executive Vice President, Worldwide Sales and Operations and Chief Operating Officer.

•Mr. Cook was Vice President, Corporate Materials for Compaq Computer Corporation from 1997 to 1998.

•Previous to his work at Compaq, Mr. Cook served in the positions of Senior Vice President Fulfillment and Chief Operating Officer of the Reseller Division at Intelligent Electronics from 1994 to 1997.

•Mr. Cook also worked for International Business Machines Corporation from 1983 to 1994, most recently as Director of North American Fulfillment.

Mr. Cook is a member of the Board of Directors of Apple. In addition to this public company board service, he is also a member of the Board of Directors of the National Football Foundation and Duke University Board of Trustees.

2022 PROXY STATEMENT 10

JOHN J. DONAHOE II

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2014

Executive

PayPal Holdings, Inc.

Nike ZoomX Invincible Run

SKILLS, EXPERIENCES AND QUALIFICATIONS

FINANCIAL EXPERTISE

DIGITAL/TECHNOLOGY

HR/TALENT MANAGEMENT

CEO EXPERIENCE

RETAIL INDUSTRY

GOVERNANCE

INTERNATIONAL

Mr. Donahoe is President and Chief Executive Officer of NIKE, Inc. and has been a director since 2014.

•From 2017 to 2019, Mr. Donahoe served as President and Chief Executive Officer of ServiceNow, Inc. ("ServiceNow"), provider of enterprise cloud computing services for global enterprises.

•From 2008 to 2015, Mr. Donahoe served as President and Chief Executive Officer of eBay, Inc. ("eBay"), provider of the global eBay.com online marketplace and PayPal digital payments platform.

•Mr. Donahoe joined eBay in 2005 as President of eBay Marketplaces, responsible for eBay's global e-Commerce businesses.

•Prior to joining eBay, Mr. Donahoe was the Chief Executive Officer and Worldwide Managing Director of Bain & Company from 1999 to 2005, and a Managing Director from 1992 to 1999.

Mr. Donahoe is Chairman and a member of the Board of Directors of PayPal Holdings, Inc. In addition to this public company board service, he also serves on the Board of Trustees for The Bridgespan Group. Mr. Donahoe served on the Board of Directors of Intel Corporation from March 2009 to May 2017, and ServiceNow from March 2017 to June 2020.

11 NIKE, INC.

THASUNDA B. DUCKETT

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2019

Corporate Responsibility, Sustainability & Governance

None

Nike Air Force 1

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY

FINANCIAL EXPERTISE

CEO EXPERIENCE

RETAIL INDUSTRY

HR/TALENT MANAGEMENT

Ms. Duckett is President and Chief Executive Officer of the Teachers Insurance and Annuity Association of America ("TIAA"), a leading provider of financial services in the academic, research, medical, cultural and governmental fields.

•Prior to joining TIAA, Ms. Duckett was Chief Executive Officer of Chase Consumer Banking at JPMorgan Chase & Co. ("JPMorgan Chase") from 2016 to 2021. Before that appointment, Ms. Duckett was appointed to various management positions at JPMorgan Chase, including:

•From 2013 to 2016, Ms. Duckett served as the Chief Executive Officer of Chase Auto Finance, and

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

•Prior to joining JPMorgan Chase, Ms. Duckett was Director of Emerging Markets at the Federal National Mortgage Association, or Fannie Mae.

Ms. Duckett is chair of the Otis and Rosie Brown Foundation and serves on the Board of Directors of Brex, National Medal of Honor Museum, and the Robert F. Kennedy Human Rights. She also serves on the Board of Trustees for Sesame Workshop.

2022 PROXY STATEMENT 12

TRAVIS A. KNIGHT

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2015

Executive

None

Nike Pegasus

SKILLS, EXPERIENCES AND QUALIFICATIONS

FINANCIAL EXPERTISE

CEO EXPERIENCE

MEDIA

Mr. Knight is the President and Chief Executive Officer of the animation studio, LAIKA, LLC ("LAIKA"), which specializes in feature-length films.

•Mr. Knight has been involved in all principal creative and business decisions at LAIKA since its founding in 2003, serving in successive management positions as Lead Animator, Vice President of Animation, and then as President and Chief Executive Officer in 2009.

•Mr. Knight was Producer and Director of the feature film Kubo and the Two Strings (2017) which was nominated for an Academy Award and winner of the BAFTA award for Best Animated Film.

•Mr. Knight has served as Producer and Lead Animator on Academy Award-nominated feature-length films The Boxtrolls (2014) and ParaNorman (2012), for which he won an Annie Award for Outstanding Achievement in Character Animation, and Lead Animator for Coraline (2009).

•Prior to his work at LAIKA, Mr. Knight held various animation positions at Will Vinton Studios from 1998 to 2002, and as a stop-motion animator for television series, commercials, and network promotions. He has been recognized for his work on the Emmy Award-winning stop-motion animated television series The PJs.

Mr. Knight serves on the Board of Directors of LAIKA. He is the son of NIKE's co-founder, Mr. Philip Knight, who currently serves as Chairman Emeritus. In addition to his skills and qualifications described above, Mr. Travis Knight was selected to serve on the Board because he has a significant role in the management of the Class A Stock owned by Swoosh, LLC, strengthening the alignment of the Board with the interests of NIKE shareholders.

13 NIKE, INC.

MARK G. PARKER, EXECUTIVE CHAIRMAN OF THE BOARD

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2006

Executive, Chair

The Walt Disney Company

Nike Pegasus, Nike Air Max, and Nike React Infinity Run

SKILLS, EXPERIENCES AND QUALIFICATIONS

FINANCIAL EXPERTISE

INTERNATIONAL

HR/TALENT MANAGEMENT

CEO EXPERIENCE

RETAIL INDUSTRY

GOVERNANCE

Mr. Parker is Executive Chairman of the Board of Directors of the Company. He served as President and Chief Executive Officer of the Company from 2006 to January 2020.

•Mr. Parker has been employed by NIKE since 1979 with primary responsibilities in product research, design and development, marketing, and brand management.

•Mr. Parker was appointed:

•President and Chief Executive Officer in 2006,

•President of the NIKE Brand in 2001,

•Vice President of Global Footwear in 1998,

•General Manager in 1993,

•Corporate Vice President in 1989, and

•Divisional Vice President in charge of product development in 1987.

Mr. Parker is a member of the Board of Directors of The Walt Disney Company. In addition to his skills and qualifications described above, Mr. Parker was selected to serve on the Board because the experience gained while serving as the Company's Chief Executive Officer makes his position as Executive Chairman of the Board instrumental.

2022 PROXY STATEMENT 14

JOHN W. ROGERS, JR.

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2018

Corporate Responsibility,
Sustainability & Governance

McDonald's Corporation, The New York Times Company, and Ryan Specialty Group Holdings, Inc.

Nike KD and Nike LeBron Basketball Shoes

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY

CEO EXPERIENCE

GOVERNANCE

FINANCIAL EXPERTISE

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 McDonald's Corporation, The New York Times Company, and Ryan Specialty Group Holdings, Inc. In addition to this public company board service, he also serves as trustee of the University of Chicago, a member of the Board of Directors of the Robert F. Kennedy Human Rights, and the National Association of Basketball Coaches (NABC) Foundation, Inc., and a life trustee of the Chicago Symphony Orchestra. Mr. Rogers served on the Board of Directors of Exelon Corporation from October 2000 until April 2019.


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

15 NIKE, INC.

NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS

ALAN B. GRAF, JR.

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2002

Audit & Finance, Chair

Mid-America Apartment Communities, Inc.

Nike ZoomX Invincible Run and Nike Dri-Fit Apparel

SKILLS, EXPERIENCES AND QUALIFICATIONS

FINANCIAL EXPERTISE

INTERNATIONAL

GOVERNANCE

Mr. Graf is the former Executive Vice President and Chief Financial Officer of FedEx Corporation ("FedEx"), a position he held from 1998 until his retirement in December 2020.

•Mr. Graf joined FedEx in 1980 and was Senior Vice President and Chief Financial Officer for FedEx Express, FedEx's predecessor, from 1991 to 1998.

Mr. Graf is a member of the Board of Directors of Mid-America Apartment Communities, Inc. In addition to this public company board service, he is also a director of the Indiana University Foundation and a member of the University of Memphis Board of Trustees. Mr. Graf previously served on the Board of Directors of Kimball International Inc., Storage USA, Inc., and Arkwright Mutual Insurance Co.

2022 PROXY STATEMENT 16

PETER B. HENRY

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2018

Audit & Finance

Citigroup Inc.

Nike Epic React

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY

INTERNATIONAL

GOVERNANCE

FINANCIAL EXPERTISE

ACADEMIA

Dr. Henry is Dean Emeritus of New York University's Leonard N. Stern School of Business and the William R. Berkley Professor of Economics and Finance.

•Dr. Henry assumed the Deanship of the Stern School of Business in January 2010 and served through December 2017.

•Prior to joining Stern, Dr. Henry was the Konosuke Matsushita Professor of International Economics at the Stanford University Graduate School of Business.

•In June 2009, President Obama appointed Dr. Henry to the President's Commission on White House Fellowships.

•In 2008, Dr. Henry led Barack Obama's Presidential Transition Team in its review of international lending agencies such as the IMF and the World Bank.

Dr. Henry is a member of the Board of Directors of Citigroup Inc. In addition to this public company board service, he also serves on the Board of Directors of the National Bureau of Economic Research and the Economic Club of New York and serves on the Advisory Board for Protiviti and Biospring Partners. Dr. Henry is a member of the Council of Foreign Relations and the Economic Advisory Panel of the Federal Reserve Bank of New York. Dr. Henry served on the Board of Directors of General Electric from July 2016 until April 2018 and Kraft Foods Group, Inc. and its predecessor, Kraft Foods Inc., from May 2011 until July 2015.

17 NIKE, INC.

MICHELLE A. PELUSO

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2014

Corporate Responsibility,
Sustainability & Governance, Chair

None

Air Jordan 1 Low, Nike React Infinity Run, Nike Air Force 1, and Nike Epic Luxe Leggings

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY

INTERNATIONAL

HR/TALENT MANAGEMENT

FINANCIAL EXPERTISE

DIGITAL/TECHNOLOGY

GOVERNANCE

CEO EXPERIENCE

RETAIL INDUSTRY

Ms. Peluso is Executive Vice President and Chief Customer Officer at CVS Health, a diversified health services company, and has direct oversight for CVS Health's marketing and brand strategy, digital transformation, and the end-to-end consumer experience.

•Prior to joining CVS Health, Ms. Peluso was Senior Vice President, Digital Sales and Chief Marketing Officer at IBM from 2016 to 2021. She oversaw marketing and brand strategy and execution, digital sales, and the commercial business, globally. She was also responsible for the company's client experience.

•Prior to her work at IBM, Ms. Peluso served as Chief Executive Officer of online shopping destination Gilt Groupe, Inc. (“Gilt”) from 2013 until its sale to Hudson's Bay Company in February 2016 and was on Gilt's Board of Directors from 2009 to 2016.

•From 2009 to 2013, Ms. Peluso served as Global Consumer Chief Marketing and Internet Officer of Citigroup Inc.

•From 2002 to 2009, Ms. Peluso held senior management positions at Travelocity.com LP ("Travelocity"), being appointed Chief Operating Officer in March 2003, and President and Chief Executive Officer in December 2003.

•Prior to joining Travelocity, in 1999 Ms. Peluso founded Site59, an online travel site, serving as its Chief Executive Officer until its acquisition by Travelocity in 2002.

Ms. Peluso is a member of the Board of Directors at the Ad Council and is on the Executive Council of the Board of Directors of the Association of National Advertisers. She is also a director of the nonprofit TechnoServe.


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

2022 PROXY STATEMENT 18

INDIVIDUAL BOARD SKILLS MATRIX

EXPERIENCE, EXPERTISE, OR ATTRIBUTES

BENKO

COOK

DONAHOE

DUCKETT

GRAF

HENRY

KNIGHT

PARKER

PELUSO

ROGERS

DIVERSITY
Gender or racial or ethnic diversity that adds a range of perspectives and expands the Board's understanding of the needs and viewpoints of consumers, employees, and other stakeholders worldwide.

FINANCIAL EXPERTISE
Financial expertise assists our Board in overseeing our financial statements, capital structure, and internal controls.

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

INTERNATIONAL
International exposure yields an understanding of diverse business environments, economic conditions, and cultural perspectives that informs our global business and strategy and enhances oversight of our multinational operations.

DIGITAL/TECHNOLOGY
Technology experience helps our Board oversee cybersecurity and advise our management team as we seek to enhance the consumer experience and further develop our multi-channel strategy.

RETAIL INDUSTRY
Retail experience brings a deep understanding of factors affecting our industry, operations, business needs, and strategic goals.

MEDIA
Media experience provides the Board with insight about connecting with consumers and other stakeholders in a timely and impactful manner.

ACADEMIA
Academia provides organizational management experience and knowledge of current issues in academia and thought leadership.

HR/TALENT MANAGEMENT
HR and talent management experience assists our Board in overseeing executive compensation, succession planning, and employee engagement.

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

19 NIKE, INC.

DIRECTOR NOMINATIONS

The Board of Directors takes an "evergreen" approach to Board refreshment, cultivating relationships with top talent on an ongoing basis. The Corporate Responsibility, Sustainability & Governance Committee identifies potential director candidates through a variety of means, including recommendations from members of the Corporate Responsibility, Sustainability & Governance Committee or the Board, suggestions from Company management, and shareholder recommendations. The committee may, in its discretion, engage director search firms to identify candidates. Shareholders may recommend director candidates for consideration by the Corporate Responsibility, Sustainability & Governance Committee by submitting a written recommendation to the committee, c/o Corporate Secretary, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453. The recommendation should include the candidate's name, age, qualifications (including principal occupation and employment history), and written consent to be named as a nominee in the Company's proxy statement and to serve as a director, if elected.

The Board of Directors has adopted qualification standards for the selection of non-management nominees for director, which can be found at our corporate website: http://investors.nike.com. As provided in these standards and the Company's corporate governance guidelines, nominees for director are selected on the basis of, among other things, distinguished business experience or other non-business achievements; education; significant knowledge of international business, finance, marketing, technology, human resources, diversity & inclusion, law, or other fields which are complementary to, and balance the knowledge of, other Board members; a desire to represent and serve the interests of all shareholders; independence; good character; ethics; sound judgment; diversity; and ability to devote substantial time to discharge Board responsibilities.

The Corporate Responsibility, Sustainability & Governance Committee identifies qualified potential candidates without regard to their age, gender, race, national origin, sexual orientation, or religion. While the Board has no policy regarding Board member diversity, the Corporate Responsibility, Sustainability & Governance Committee considers and discusses diversity in selecting nominees for director and in the re-nomination of an incumbent director. The committee views diversity broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoint, geographic location, education, skills and expertise (including financial, accounting, compliance, corporate social responsibility, public policy, cybersecurity, or other expertise relevant to service on the Board), professional and industry experience, and personal characteristics (including gender, ethnicity/race, and sexual orientation). The Board believes that a variety and balance of perspectives on the Board results in more thoughtful and robust deliberations, and ultimately, better decisions.

In considering the re-nomination of an incumbent director, the Corporate Responsibility, Sustainability & Governance Committee reviews the director's overall service to the Company during his or her term, including the number of meetings attended, level of participation, and quality of performance, as well as any special skills, experience, or diversity that such director brings to the Board. All potential new director candidates, whether recommended by shareholders or identified by other means, are initially screened by the Chair of the Corporate Responsibility, Sustainability & Governance Committee, who may seek additional information about the background and qualifications of the candidate, and who may determine that a candidate does not have qualifications that merit further consideration by the full committee. With respect to new director candidates who pass the initial screening, the Corporate Responsibility, Sustainability & Governance Committee meets to discuss and consider each candidate's qualifications and potential contributions to the Board, and determines by majority vote whether to recommend such candidate to the Board. The final decision to either appoint a candidate to fill a vacancy between annual meetings or include a candidate on the slate of nominees proposed at an annual meeting is made by the Board. Ms. Comstock, who has served on the Board since 2011, has announced that she will not stand for re-election to the Board at the Annual Meeting.

It is the general policy of the Board that directors will not stand for re‑election after reaching the age of 72.

DIRECTOR INDEPENDENCE

Pursuant to New York Stock Exchange ("NYSE") listing rules, in order for a director to qualify as "independent", the Board of Directors must affirmatively determine that the director has no material relationship with the Company that would impair the director's independence. The Board affirmatively determined that commercial or charitable relationships below the following thresholds will not be considered material relationships that impair a director's independence: (1) if a NIKE director or immediate family member is an executive officer of another company that does business with NIKE and the annual sales to, or purchases from, NIKE are less than one percent of the annual revenues of the other company; and (2) if a NIKE director or immediate family member serves as an officer, director, or trustee of a charitable organization, and NIKE's contributions to the organization are less than one percent of that organization's total annual charitable receipts. After applying this categorical standard and the applicable NYSE independence standards, the Board has determined that the following directors who served during fiscal 2022—Cathleen A. Benko, Elizabeth J. Comstock, John G. Connors, Timothy D. Cook, Thasunda B. Duckett, Alan B. Graf, Jr., Peter B. Henry, Michelle A. Peluso, and John W. Rogers, Jr.—have no material relationship with the Company and, therefore, are independent. Messrs. John J. Donahoe II, Travis A. Knight, and Mark G. Parker were not independent pursuant to NYSE rules. Messrs. Donahoe and Parker were not independent pursuant to NYSE rules because they were employed by the Company during fiscal 2022. Mr. Knight was not independent pursuant to NYSE rules because he is the son of NIKE's co-founder and former Chairman

2022 PROXY STATEMENT 20

of the Board, Mr. Philip Knight, who received compensation in excess of the threshold set forth in applicable NYSE rules for his position as Chairman Emeritus. The compensation paid to Mr. Philip Knight is described in the section below titled "Stock Ownership Information—Transactions with Related Persons".

BOARD STRUCTURE AND RESPONSIBILITIES

The Board is currently composed of eight independent directors and three directors who are not independent under the NYSE listing rules. Ms. Comstock, who is independent, will not stand for re-election to the Board at the Annual Meeting. During fiscal 2022, there were six meetings of the Board and all of our directors attended at least 75 percent of the total number of meetings of the Board and committees on which he or she served. The Company encourages all directors to attend each annual meeting of shareholders, and 11 of the 12 directors then standing for election attended the 2021 annual meeting.

BOARD LEADERSHIP STRUCTURE

NIKE's governing documents provide the Board with flexibility to select the appropriate leadership structure of the Company. In determining the leadership structure, the Board considers many factors, including the specific needs of the business, fulfilling the duties of the Board, and the best interests of the Company's shareholders. Effective January 2020, the Company separated the position of Chair of the Board from the position of President and CEO, although this is not a permanent policy of the Board. The Executive Chairman, Mr. Mark G. Parker, presides over meetings of the Board of Directors and shareholders. The President and CEO, Mr. John J. Donahoe II, is in charge of the general supervision, direction, and control of the business and affairs of the Company, subject to the overall direction and supervision of the Board and its committees.

Given the particular experience and tenure of Messrs. Parker and Donahoe, the Board believes this leadership structure is appropriate for the Company because it separates the leadership of the Board from the duties of day-to-day leadership of the Company. This structure permits Mr. Donahoe to primarily focus his time and attention on the business, while Mr. Parker directs his attention to the broad strategic issues considered by the Board of Directors. This structure works particularly well given the talent, experience and professional relationship of Messrs. Donahoe and Parker established during Mr. Donahoe's service on the Board beginning in 2014.

In 2016, the Corporate Responsibility, Sustainability & Governance Committee established the position of lead independent director to ensure strong independent leadership of the Board. The position of Lead Independent Director is entrusted to execute the following functions:

•serve as a liaison between the Chair and the independent directors;

•approve the meeting agendas for the Board;

•advise the Chair regarding the sufficiency, quality, quantity, and timeliness of information provided to the Board;

•ensure that meeting schedules permit sufficient time for discussion of all agenda items;

•provide consultation and direct communication with major shareholders, if requested;

•preside at meetings of the Board at which the Chair is not present, including executive sessions; and

•perform other duties specified in the Lead Independent Director Charter.

In June 2022, the Board re-appointed Mr. Tim Cook to serve as Lead Independent Director for a term of three years. Mr. Cook continues to serve as Lead Independent Director of the Company working in collaboration with Messrs. Parker and Donahoe.

The chairs of Board committees also play an active role in the leadership structure of the Board. The Corporate Responsibility, Sustainability & Governance Committee and the Board endeavor to select independent committee chairs who will provide strong leadership to guide the important work of the Board committees. Committee chairs work with the Company's senior executives to ensure the committees are discussing the key strategic risks and opportunities of the Company. In the absence of the Lead Independent Director, a presiding director is appointed to chair executive sessions of non-management directors (consisting of all directors other than Messrs. Parker and Donahoe). The position of presiding director is rotated among the chairs of the various Board committees, other than the Executive Committee. Executive sessions are regularly scheduled and held at least once each year.

Mr. Philip Knight, co-founder and former Chairman of the Company, serves as Chairman Emeritus, with a standing invitation to attend meetings of the Board and its committees as a non-voting observer. The Board believes that it benefits from the valuable experience and insights of the Company's co-founder and former Chairman of the Board.

For all of these reasons, the Board believes this leadership structure is optimal.

21 NIKE, INC.

BOARD COMMITTEES

The Board's current standing committees are an Audit & Finance Committee; a Compensation Committee; a Corporate Responsibility, Sustainability & Governance Committee; and an Executive Committee. The Board may appoint other committees from time to time. Each standing committee has a written charter and all such charters, as well as the Company's corporate governance guidelines, are available at the Company's corporate website, http://investors.nike.com, and will be provided in print to any shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive, Beaverton, Oregon 97005-6453.

AUDIT & FINANCE COMMITTEE


MEMBERS: Cathleen A. Benko* Alan B. Graf, Jr., Chair Peter B. Henry MEETINGS IN FY ’22: 12			ROLES AND RESPONSIBILITIES: The Audit & Finance Committee provides assistance to the Board in fulfilling its legal and fiduciary obligations with respect to: •Matters involving the Company's accounting, auditing, financial reporting, and internal controls, information security (including risks related to cyber security), data protection, and overseeing the Company's financial policies and activities; •The integrity of the Company's financial statements and activities of the Company that may have a material impact on the financial position of the Company; •The Company's compliance with legal and regulatory requirements; •The independent auditor's qualifications and independence, and the performance of the Company's internal audit function and independent auditor; •The Company's risk assessment and risk management processes and practices; and •Considering long-term financing options, long-range tax, financial regulatory and foreign currency issues facing the Company, and management's recommendations concerning capital deployment strategy, major capital expenditures, and material acquisitions or divestitures. The Board has determined that each member of the Audit & Finance Committee meets all independence and financial literacy requirements applicable to audit committees under the NYSE listing standards and applicable regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"). The Board has also determined that Mr. Alan B. Graf, Jr. is an "audit committee financial expert" as defined in regulations adopted by the SEC.

* Ms. Benko was appointed to the Audit & Finance Committee effective January 1, 2022, following the retirement of John Connors from the Board effective December 31, 2021.

COMPENSATION COMMITTEE


MEMBERS: Cathleen A. Benko Elizabeth J. Comstock* Timothy D. Cook, Chair MEETINGS IN FY ’22: 3			ROLES AND RESPONSIBILITIES: The Compensation Committee discharges the Board's responsibilities regarding executive and director compensation and senior leadership succession, and its duties include the following: •Evaluate the performance of the CEO; •Review and approve the compensation of each executive officer; •Grant equity incentive awards under the NIKE, Inc. Stock Incentive Plan, and determine targets and awards under the NIKE, Inc. Executive Performance Sharing Plan and the NIKE, Inc. Long-Term Incentive Plan; •Review and provide guidance to management regarding Company policies, programs, and practices related to talent management and development for executive officers and senior management; and •Make recommendations to the Board regarding the compensation of directors. The Board has determined that each member of the Compensation Committee meets all independence requirements applicable to compensation committees under the NYSE listing standards.

* Ms. Comstock will not stand for re-election to the Board at the Annual Meeting.

2022 PROXY STATEMENT 22

CORPORATE RESPONSIBILITY, SUSTAINABILITY & GOVERNANCE COMMITTEE


MEMBERS: Thasunda B. Duckett Michelle A. Peluso, Chair John W. Rogers, Jr. MEETINGS IN FY ’22: 4			ROLES AND RESPONSIBILITIES: The Corporate Responsibility, Sustainability & Governance Committee sets the tone and pace for corporate governance and oversees our Purpose, which consists of the three pillars of People, Planet, and Play. Its duties include the following: •Review and evaluate NIKE's significant strategies, activities, policies, investments, and programs regarding social purpose, corporate responsibility, and sustainability; •Provide oversight of management's efforts to ensure that the Company's dedication to sustainability is reflected in its business operations; •Monitor the Company's progress towards its diversity, equity and inclusion objectives and compliance with the Company's responsibilities as an equal opportunity employer; •Review and evaluate the social, political, and environmental impact, trends, and issues in connection with the Company's business activities and make recommendations to the Board; •Provide oversight of the Company's community and social impact efforts; •Oversee protection of the Company's corporate reputation and other matters of importance to the Company and its stakeholders; •Continue to identify individuals qualified to become Board members and recommend director nominees for election at each annual shareholder meeting; •Review and reassess the Company's corporate governance framework, and make recommendations to the Board regarding proposed changes; and •Oversee the annual self-evaluations of the Board and its committees and make recommendations to the Board concerning the structure and membership of the Board committees. The Board has determined that each member of the Corporate Responsibility, Sustainability & Governance Committee meets all independence requirements applicable to nominating/corporate governance committees under the NYSE listing standards.

EXECUTIVE COMMITTEE


MEMBERS: John J. Donahoe II Travis A. Knight Mark G. Parker, Chair MEETINGS IN FY ’22: 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 2022, but took action by unanimous written consent.

23 NIKE, INC.

THE BOARD’S ROLE IN RISK OVERSIGHT

While the Company's management team is responsible for day-to-day management of the various risks facing the Company, the Board takes an active role in the oversight of the management of critical business risks. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of NIKE's business strategy. The Board recognizes it is neither possible nor prudent to eliminate all risk. Purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve its strategic objectives.



THE BOARD OF DIRECTORS
The Board implements its risk oversight function both as a whole and through committees, which play a significant role in carrying out risk oversight. While the Audit & Finance Committee is responsible for oversight of management's risk management policies, oversight responsibility for particular areas of risk is allocated among the Board committees according to the committee's area of responsibility as reflected in the committee charters.



BOARD COMMITTEES


The AUDIT & FINANCE COMMITTEE oversees risks related to the Company's financial statements, the financial reporting process, accounting, legal matters, investments, access to capital and capital deployment, currency risk and hedging programs, information security (including risks related to cyber security), and data protection. The committee oversees the internal audit function, reviews a risk-based plan of internal audits, and reviews a risk-based integrated audit of internal controls over financial reporting. The committee meets separately with the Vice President of Global Audit and Chief Risk Officer, representatives of the independent registered public accountants, and senior management.


The COMPENSATION COMMITTEE oversees risks associated with the Company's compensation philosophy and programs and executive succession and development.


The CORPORATE RESPONSIBILITY, SUSTAINABILITY & GOVERNANCE COMMITTEE oversees risks associated with corporate social purpose and company governance, including NIKE's Code of Conduct and its compliance programs, and the structure and performance of the Board and its committees. The committee also oversees protection of the Company's corporate reputation including issues that involve social and community engagement, workplace diversity, equity, and inclusion, and sustainability relating to the Company's products, its supply chain (including labor practices), and the environment.



EXECUTIVE LEADERSHIP TEAM
Each committee chair works with one or more senior executives assigned to assist the committee in: developing agendas for the year and for each meeting, paying particular attention to areas of business risk identified by management, Board members, internal and external auditors, and in their committee charter; and scheduling agenda topics, presentations, and discussions regarding business risks within their area of responsibility. At meetings, the committees discuss areas of business risk, the potential impact, and management's initiatives to manage business risk, often within the context of important business decisions. Through this process, key business risk areas are reviewed at appropriate times, with some topics reviewed on multiple occasions throughout the year. At every Board meeting, each committee chair provides a report to the full Board outlining the committee's discussions and actions, including those affecting the oversight of various risks.

The Company believes its leadership structure, discussed in detail above, supports the risk oversight function of the Board. Strong directors chair the various committees involved in risk oversight, there is open communication between management and directors, and all directors are involved in the risk oversight function.

THE BOARD’S ROLE IN ESG OVERSIGHT

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

2022 PROXY STATEMENT 24

Committee. In addition to overseeing corporate governance (generally, the "G" in "ESG"), this committee also oversees the risks and opportunities associated with NIKE's Purpose work, which covers the three pillars of People, Planet, and Play (generally, the "E" and "S" in "ESG"). The committee's responsibilities include reviewing and providing guidance to management regarding significant Purpose strategies, activities, policies, investments, and programs; reviewing the development of NIKE's five-year Purpose targets and long-term sustainability targets, and monitoring the Company's progress towards those targets; and reviewing and providing guidance to management regarding NIKE's annual Impact Report, which describes our progress towards our Purpose targets for our shareholders and other stakeholders. The Compensation Committee also plays a key role with respect to ESG by overseeing talent management and development for executive officers and senior management, including with respect to employee engagement and workplace diversity, equity, and inclusion. More information about Purpose, including NIKE's annual Impact Report, is available on the Impact section of our website.



SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
Shareholders or interested parties desiring to communicate directly with the Board or with any individual director may do so in writing addressed to the intended recipient or recipients, c/o Corporate Secretary, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453. The Office of the Corporate Secretary reviews all such communications and refers relevant correspondence directly to a director, as appropriate. In addition, the Office of the Corporate Secretary regularly summarizes for the Board all communications that relate to the functions of the Board or its committees or that otherwise warrant Board attention.

CODE OF CONDUCT

The NIKE Code of Conduct is available at the Company's corporate website, http://investors.nike.com, and will be provided in print without charge to any shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive, Beaverton, Oregon 97005-6453. The Code of Conduct applies to all of the Company's employees and directors, including our CEO and all other executive officers. The Code of Conduct provides that any waiver of the Code of Conduct for executive officers or directors may be made only by the Board or a committee of the Board. Any such waiver will be publicly disclosed, when required by law. The Company plans to disclose amendments to, and waivers from, the Code of Conduct on the Company's corporate website: http://investors.nike.com.

DIRECTOR COMPENSATION FOR FISCAL 2022


NAME	FEES EARNED OR PAID IN CASH ($)	STOCK AWARDS(1)(2) ($)	CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)	ALL OTHER COMPENSATION(3) ($)	TOTAL ($)
Cathleen A. Benko(4)	102,069	179,453	—	20,000	301,522
Elizabeth J. Comstock	100,000	179,453	—	20,000	299,453
John G. Connors(5)	61,542	179,453	—	—	240,995
Timothy D. Cook	150,000	179,453	—	20,000	349,453
Thasunda B. Duckett	100,000	179,453	—	20,000	299,453
Alan B. Graf, Jr.	130,000	179,453	—	—	309,453
Peter B. Henry	105,000	179,453	—	12,500	296,953
Travis A. Knight	100,000	179,453	—	—	279,453
Michelle A. Peluso	120,000	179,453	—	20,000	319,453
John W. Rogers, Jr.	100,000	179,453	—	20,000	299,453

(1)Represents the grant date fair value of restricted stock awards granted in fiscal 2022 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, 2022, Mr. Connors held 0 shares of unvested restricted stock and each other non-employee director held 1,206 shares of unvested restricted stock.

(2)As of May 31, 2022, Mr. Cook held options for 14,000 shares of our Class B Stock, and no other non-employee director held outstanding options.

(3)Consists of matched contributions to charities in the following amounts: Ms. Benko, $20,000; Ms. Comstock, $20,000; Mr. Cook, $20,000; Ms. Duckett, $20,000; Dr. Henry, $12,500; Ms. Peluso, $20,000; and Mr. Rogers $20,000.

(4)Ms. Benko was appointed to the Audit & Finance Committee effective January 1, 2022, therefore her annual retainer for Audit & Finance Committee membership was prorated.

(5)Mr. Connors retired from the Board effective December 31, 2021. Amounts reflect pro-rated annual retainer payments. Mr. Connors' stock award was forfeited upon his retirement.

25 NIKE, INC.

DIRECTOR FEES AND ARRANGEMENTS

Under our director compensation program in effect for fiscal 2022, non-employee directors receive:

•An annual retainer of $100,000, paid in quarterly installments.

•Upon appointment to the Board, a one-time, sign-on restricted stock award valued at $185,000 on the date of grant, generally, the date of appointment. The one-time, sign-on restricted stock award is subject to forfeiture in the event that service as a director terminates prior to the first anniversary of the date of grant.

•An annual restricted stock award valued at $185,000 on the date of grant, generally, the date of each annual meeting of shareholders. The number of restricted shares granted to each director for fiscal 2022 was determined by dividing the director's award value by the average closing price of our Class B Stock for the 20-trading day period ending on the date of grant. The annual restricted stock award is subject to forfeiture in the event that service as a director terminates prior to the earlier of the next annual meeting and the last day of the 12th full calendar month following the date of grant.

•For the Lead Independent Director, an annual retainer of $30,000, paid in quarterly installments.

•For chairs of Board committees (other than the Executive Committee), an annual retainer of $20,000 for each committee chaired ($25,000 for the chair of the Audit & Finance Committee), paid in quarterly installments.

•For Audit & Finance Committee members, an additional annual retainer of $5,000, paid in quarterly installments.

•Payment or reimbursement of travel and other expenses incurred in attending Board meetings.

•Matching charitable contributions under the NIKE Matching Gift Program, under which directors are eligible to contribute to qualified charitable organizations and the Company provides a matching contribution to the charities in an equal amount, up to $20,000 in the aggregate, for each director annually.

Neither Mr. Donahoe nor Mr. Parker received any additional compensation for services provided as a director in fiscal 2022.

Effective June 1, 2022, the Company updated the director compensation program for non-employee directors by increasing the value of each of the annual restricted stock award and the one-time, sign-on restricted stock award to $200,000, increasing the Lead Independent Director annual retainer to $40,000, and increasing the Audit & Finance Committee chair annual retainer to $30,000 and the Compensation Committee chair and Corporate Responsibility, Sustainability & Governance Committee chair annual retainers to $25,000. All other components of director compensation remain the same.

STOCK OWNERSHIP GUIDELINES FOR DIRECTORS

NIKE maintains stock ownership guidelines for all non-employee directors. Under these guidelines, directors are required to hold NIKE stock valued at five times their annual cash retainer. New directors are required to attain these ownership levels within five years of their election to the Board. Each of our directors has met or is on track to meet the specified ownership level.

DIRECTOR PARTICIPATION IN DEFERRED COMPENSATION PLAN

Under our Deferred Compensation Plan, non-employee directors may elect in advance to defer up to 100 percent of the director fees paid by the Company. For a description of the plan, see the section below titled "Executive Compensation Tables—Non-Qualified Deferred Compensation in Fiscal 2022—Non-Qualified Deferred Compensation Plans".

2022 PROXY STATEMENT 26

SEC Form DEF 14A filed by Nike Inc.