nke-20240725

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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NIKE, Inc.

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MESSAGE FROM OUR
EXECUTIVE CHAIRMAN


To Our Shareholders: At Nike, we know that victory on game day is enabled by the practice and preparation that precede it. Similarly, we know that growth is enabled by strong corporate governance. That is why the Board of Directors is committed to effective and independent oversight, transparency, and continuous improvement—because in business and in sport, there is no finish line. Fiscal 2024 saw our Board membership continue to evolve. As part of our evergreen approach to Board refreshment, we are continually assessing Board composition to ensure that we maintain the right mix of experiences, attributes, and skills to effectively oversee and guide Nike. At the beginning of the fiscal year, Maria Henry joined the Board as an independent director, complementing and enhancing the Board with her strong experience, including across finance, global business, and governance. And at the end of the fiscal year, Alan Graf, Jr., announced that he will not be standing for re-election this year. We have deeply valued Alan's many contributions to the Board over more than 20 years of service, including his unique insights and perspective and his leadership, most recently as Chair of the Audit & Finance Committee. We will miss him, but know that we remain well-positioned to oversee Nike's next steps thanks to our evergreen refreshment process. As we look ahead to those next steps, Nike continues to engage with shareholders. The Board deeply values shareholder feedback and incorporates that feedback into our discussions and decision making. And we are pleased that, during fiscal 2024 engagements, shareholders recognized and responded positively to our responsiveness to feedback on governance, while continuing the dialogue. We are pleased to invite you to attend the Annual Meeting of Shareholders of NIKE, Inc. to be held virtually on Tuesday, September 10, 2024, at 9:00 A.M. Pacific Time. Whether or not you plan to attend, the prompt execution and return of your proxy card will ensure that your shares are represented at the meeting. Thank you for your continued support. Sincerely,			"In business and in sport, there is no finish line."

MARK PARKER, EXECUTIVE CHAIRMAN
July 25, 2024

1 NIKE, INC.

NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS

TO THE SHAREHOLDERS OF NIKE, INC.

You are cordially invited to the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of NIKE, Inc., an Oregon corporation ("NIKE" or the "Company"):


DATE AND TIME: Tuesday, September 10, 2024, at 9:00 A.M. Pacific Time			LOCATION: This year's meeting will be a virtual Annual Meeting at www.virtualshareholdermeeting.com/NKE2024

ITEMS OF BUSINESS:


PROPOSAL			PAGE REFERENCE
1To elect the 12 directors named in the accompanying proxy statement for the ensuing year.			Page 4
	Class A Will elect nine 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 28
3To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.			Page 55
4To consider a shareholder proposal regarding supplemental pay equity disclosure, if properly presented at the meeting.			Page 57
5To consider a shareholder proposal regarding a supply chain management report, if properly presented at the meeting.			Page 60
6To consider a shareholder proposal regarding worker-driven social responsibility, if properly presented at the meeting.			Page 63
7To consider a shareholder proposal regarding environmental targets, if properly presented at the meeting.			Page 65
8To consider a shareholder proposal regarding a divisive partnerships congruency report, if properly presented at the meeting.			Page 67
9To transact such other business as may properly come before the meeting.

The Annual Meeting will be held in a virtual format only. We are continuing to use this format because, based on the success of our last three annual meetings, we believe it provides greater accessibility, encourages broader shareholder participation, and helps reduce costs, while still allowing us to provide shareholders the same rights and opportunities to participate as an in-person meeting. Shareholders of record at the close of business on July 10, 2024, 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/NKE2024 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 Hunter
Vice President, Corporate Secretary



Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders To Be Held on September 10, 2024. The proxy statement and NIKE, Inc.'s 2024 Annual Report to Shareholders are available online at www.investorvote.com or www.proxyvote.com, for registered and beneficial owners, respectively.

2024 PROXY STATEMENT 2

TABLE OF CONTENTS


		PAGE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS		2
CORPORATE GOVERNANCE		4
PROPOSAL 1	Election of Directors	4
NIKE, Inc. Board of Directors		5
Board Structure and Responsibilities		20
Code of Conduct		24
Capital Structure		24
Shareholder Engagement		25
Director Compensation for Fiscal 2024		26
EXECUTIVE COMPENSATION		28
PROPOSAL 2	Shareholder Advisory Vote to Approve Executive Compensation	28
Compensation Discussion and Analysis		29
Executive Compensation Tables		42
AUDIT MATTERS		55
PROPOSAL 3	Ratification of Appointment of Independent Registered Public Accounting Firm	55
Report of the Audit & Finance Committee		56
SHAREHOLDER PROPOSALS		57
PROPOSAL 4	Shareholder Proposal Regarding Supplemental Pay Equity Disclosure	57
PROPOSAL 5	Shareholder Proposal Regarding a Supply Chain Management Report	60
PROPOSAL 6	Shareholder Proposal Regarding Worker-Driven Social Responsibility	63
PROPOSAL 7	Shareholder Proposal Regarding Environmental Targets	65
PROPOSAL 8	Shareholder Proposal Regarding a Divisive Partnerships Congruency Report	67
STOCK OWNERSHIP INFORMATION		69
Stock Holdings of Certain Owners and Management		69
Delinquent Section 16(a) Reports		70
ADDITIONAL INFORMATION		71
Insider Trading Arrangements and Policies		71
Transactions with Related Persons		71
Compensation Committee Interlocks and Insider Participation		71
Other Matters at the Meeting		71
GENERAL INFORMATION		72

3 NIKE, INC.

CORPORATE GOVERNANCE



PROPOSAL 1 ELECTION OF DIRECTORS

A board of 12 directors will be elected at the Annual Meeting. Each elected director will hold office until the next annual meeting of shareholders and until their successor is elected and qualified. All of the nominees were elected at the 2023 annual meeting of shareholders. Ms. Cathleen Benko, Mr. John Rogers, Jr., and Mr. Robert Swan are nominated by the Board of Directors (the "Board") for election by the holders of NIKE's Class B Common Stock ("Class B Stock"). The other nine nominees are nominated by the Board for election by the holders of NIKE's Class A Common Stock ("Class A Stock"). Under Oregon law and our Bylaws, if a quorum of each class of shareholders is present at the Annual Meeting, the nine 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 as directors. Withheld votes 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 election of each of 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 their election than votes "for" such election shall tender their resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee. The committee will then recommend to the Board the action to be taken with respect to the resignation, and the Board will publicly disclose its decision with respect to such resignation within 90 days after the certification of the election results. Background information on the nominees as of July 25, 2024, including certain of the attributes that led to their selection, appears below. The Board and the Corporate Responsibility, Sustainability & Governance Committee has determined that each director meets the qualification standards described below under "NIKE, Inc. Board of Directors—Director Nominations". In addition, while the Board believes that each director nominee is individually qualified to make unique and substantial contributions to the Board, 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 to the Board of Directors of each of the applicable nominees listed below.	The Board of Directors recommends that the Class B Shareholders vote FOR the election to the Board of Directors of each of the applicable nominees listed below.

2024 PROXY STATEMENT 4

NIKE, INC. BOARD OF DIRECTORS

BOARD OVERVIEW

Our director nominees consist of 12 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 7/12

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

FINANCIAL EXPERTISE 11/12

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

CEO EXPERIENCE 8/12

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 9/12

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 6/12

Digital and 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 7/12

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

MEDIA 2/12

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

ACADEMIA 1/12

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

HR/TALENT MANAGEMENT 8/12

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

GOVERNANCE 8/12

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


CORPORATE GOVERNANCE HIGHLIGHTS ü 9 out of 12 director nominees are independent ü All directors are elected annually ü Separate Chair, CEO, and Lead Independent Director positions with clearly defined roles ü "Evergreen" approach to Board refreshment, with 4 new independent directors added in the last 5 years and a mix of short-, medium-, and long-tenured directors to balance fresh perspectives and Company-specific experience ü All director nominees are selected by the Board and the Corporate Responsibility, Sustainability & Governance Committee based on robust qualification standards, and individually and collectively provide the Board with unique skills and perspectives that are relevant to the Company's business and strategic objectives ü Retirement policy generally requires that directors do not stand for election after reaching the age of 72 ü Each director nominee is in compliance with our overboarding policy (as set forth in our Corporate Governance Guidelines)

5 NIKE, INC.

NOMINEES FOR ELECTION BY CLASS A SHAREHOLDERS

TIMOTHY COOK, LEAD INDEPENDENT DIRECTOR

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2005

Compensation, Chair

Apple Inc.

Nike Air Max 270, Nike Pegasus, and Nike Tech Pack

SKILLS, EXPERIENCES AND QUALIFICATIONS

FINANCIAL EXPERTISE

DIGITAL/TECHNOLOGY

HR/TALENT MANAGEMENT

CEO EXPERIENCE

RETAIL INDUSTRY

GOVERNANCE

INTERNATIONAL

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.

2024 PROXY STATEMENT 6

JOHN DONAHOE II

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2014

Executive

None

Nike Air Max DN

SKILLS, EXPERIENCES AND QUALIFICATIONS

FINANCIAL EXPERTISE

DIGITAL/TECHNOLOGY

HR/TALENT MANAGEMENT

CEO EXPERIENCE

RETAIL INDUSTRY

GOVERNANCE

INTERNATIONAL

Mr. Donahoe is the Company's President and Chief Executive Officer, and has been a director since 2014.

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

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

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

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

Mr. Donahoe served on the Board of Directors of PayPal Holdings, Inc. from July 2015 to July 2024, ServiceNow from March 2017 to June 2020, and Intel Corporation from March 2009 to May 2017.

7 NIKE, INC.

THASUNDA DUCKETT

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2019

Corporate Responsibility, Sustainability & Governance

None

Nike Air Force 1, Nike Pegasus, and Air Jordan

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY

FINANCIAL EXPERTISE

CEO EXPERIENCE

RETAIL INDUSTRY

HR/TALENT MANAGEMENT

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.

2024 PROXY STATEMENT 8

MÓNICA GIL

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2022

Compensation

None

Air Jordan 1, Nike Motiva, Nike Alphafly, Nike Air Max, Nike Pegasus, and Nike Pro Leggings

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY

INTERNATIONAL

MEDIA

HR/TALENT MANAGEMENT

Ms. Gil is Chief Administrative and Marketing Officer, NBCUniversal Telemundo Enterprises ("Telemundo") for Comcast Corp.

•Prior to her current role, Ms. Gil served as Chief Marketing Officer, Telemundo from 2018 until 2020, and as Executive Vice President, Telemundo, managing Communications and Corporate Affairs and Human Resources from 2017 until 2018.

•Prior to joining Telemundo, Ms. Gil served as Senior Vice President and General Manager, Multicultural Growth and Strategy of the Nielsen Company ("Nielsen") from 2014 until 2017.

•Ms. Gil joined Nielsen in 2005 as Vice President, Communications and was subsequently promoted in 2009 to Senior Vice President, Public Affairs and Government Relations.

•Previously, Ms. Gil served as Senior Vice President for Greer, Margolis, Mitchell and Burns from 2004 until 2005.

•She also served as Director of Public Affairs and Community Outreach for Telemundo Communications Group, Inc., Los Angeles, from 2001 to 2004.

Ms. Gil is a member of the Board of Directors of the National Women's History Museum.

9 NIKE, INC.

MARIA HENRY

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2023

Audit & Finance

General Mills, Inc. and NextEra Energy, Inc.

Nike Invincible, Jordan ADG Golf shoes, and Nike Zenvy leggings

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY

FINANCIAL EXPERTISE

INTERNATIONAL

DIGITAL/TECHNOLOGY

RETAIL INDUSTRY

GOVERNANCE

Ms. Henry is the former Chief Financial Officer of Kimberly-Clark Corporation ("Kimberly-Clark"), a position she held from 2015 to April 2022 and served as Executive Vice President and Senior Advisor from April 2022 until her retirement in September 2022.

•Prior to joining Kimberly-Clark, she was Executive Vice President and Chief Financial Officer of The Hillshire Brands Company, formerly known as Sara Lee Corporation ("Sara Lee"), from 2012 to 2014. Ms. Henry was the Chief Financial Officer of Sara Lee's North American Retail and Foodservice business from 2011 to 2012.

•Prior to Sara Lee, she held various senior leadership positions in finance and strategy in three portfolio companies of Clayton, Dubilier, & Rice, most recently as Executive Vice President and Chief Financial Officer of Culligan International.

•Ms. Henry also held senior finance roles in several technology companies, and she began her career at General Electric.

Ms. Henry is a member of the Board of Directors of General Mills, Inc. and NextEra Energy, Inc. She served on the Board of Directors of Kimberly-Clark de México from February 2016 to March 2022.

2024 PROXY STATEMENT 10

PETER HENRY

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2018

Audit & Finance

Citigroup Inc. and Analog Devices, Inc.

Nike Epic React

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY

INTERNATIONAL

GOVERNANCE

FINANCIAL EXPERTISE

ACADEMIA

Dr. Henry is the Class of 1984 Senior Fellow at Stanford University's Hoover Institution, Senior Fellow at Stanford's Freeman Spogli Institute for International Studies, and Dean Emeritus of New York University's Leonard N. Stern School of Business ("Stern").

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

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

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

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

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

11 NIKE, INC.

TRAVIS 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.

2024 PROXY STATEMENT 12

MARK 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 Company's Board of Directors. He served as President and Chief Executive Officer of the Company from 2006 to January 2020.

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

•Mr. Parker was appointed:

•President and Chief Executive Officer in 2006,

•President of the NIKE Brand in 2001,

•Vice President of Global Footwear in 1998,

•General Manager in 1993,

•Corporate Vice President in 1989, and

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

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

13 NIKE, INC.

MICHELLE PELUSO

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2014

Corporate Responsibility, Sustainability & Governance, Chair

None

Nike Dunk Low, Nike Air Max 97, Nike Go leggings, and Serena Williams Collection

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY

INTERNATIONAL

HR/TALENT MANAGEMENT

FINANCIAL EXPERTISE

DIGITAL/TECHNOLOGY

GOVERNANCE

CEO EXPERIENCE

RETAIL INDUSTRY

Ms. Peluso is Executive Vice President and Chief Customer and Experience Officer for CVS Health. She leads the approach in defining unparalleled patient and consumer experiences to improve the health and wellbeing of the over 100 million people CVS Health serves. She also focuses on enhancing every consumer interaction within the service centers, leveraging cutting-edge technology to drive efficiency and deliver exceptional service and satisfaction. Additionally, Ms. Peluso leads the brand and marketing efforts, strengthening CVS Health’s connection with consumers across America.

•Prior to her current role, Ms. Peluso served as the Executive Vice President and Chief Customer Officer, CVS Health, and co-President, Pharmacy and Consumer Wellness. She was responsible for orchestrating the enterprise consumer experience, leading the front store business, bringing innovation into everyday health and wellness, and connecting retail consumers to the broader health assets of CVS Health.

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

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

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

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

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

Ms. Peluso is a member of the Board of Directors at the Ad Council and is on the Executive Council of the Board of Directors of the Association of National Advertisers.


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

2024 PROXY STATEMENT 14

NOMINEES FOR ELECTION BY CLASS B SHAREHOLDERS

CATHLEEN BENKO

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2018

Compensation

SolarWinds Corporation

Nike Air Max and Nike Air VaporMax

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY

INTERNATIONAL

HR/TALENT MANAGEMENT

FINANCIAL EXPERTISE

DIGITAL/TECHNOLOGY

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

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

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

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

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

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

15 NIKE, INC.

JOHN ROGERS, JR.

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2018

Corporate Responsibility, Sustainability & Governance

The New York Times Company and Ryan Specialty Group Holdings, Inc.

Nike KD and Nike LeBron Basketball Shoes

SKILLS, EXPERIENCES AND QUALIFICATIONS

DIVERSITY

CEO EXPERIENCE

GOVERNANCE

FINANCIAL EXPERTISE

Mr. Rogers is Chairman, Co-Chief Executive Officer, and Chief Investment Officer of Ariel Investments, LLC, a privately-held money management firm he founded in 1983, which serves individual and institutional investors through its mutual funds and separate accounts. Mr. Rogers is a Trustee of Ariel Investment Trust, the investment company consisting of the five mutual funds his firm manages.

•In 2008, Mr. Rogers was awarded Princeton University's highest honor, the Woodrow Wilson Award, presented each year to the alumnus whose career embodies a commitment to national service.

•Mr. Rogers served as co-chair for the Presidential Inaugural Committee 2009.

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

2024 PROXY STATEMENT 16

ROBERT SWAN

AGE

DIRECTOR SINCE

COMMITTEE

OTHER CURRENT
PUBLIC DIRECTORSHIPS

FAVORITE NIKE PRODUCTS

2022

Audit & Finance*

Micron Technology, Inc.

Nike Pegasus

SKILLS, EXPERIENCES AND QUALIFICATIONS

FINANCIAL EXPERTISE

DIGITAL/TECHNOLOGY

HR/TALENT MANAGEMENT

CEO EXPERIENCE

RETAIL INDUSTRY

GOVERNANCE

INTERNATIONAL

* Mr. Swan will serve as Chair of the Audit & Finance Committee beginning August 1, 2024.

Mr. Swan has been an Operating Partner at Andreessen Horowitz since 2021.

•Prior to his current role, Mr. Swan served as the Chief Executive Officer and a member of the Board of Directors of Intel Corp. ("Intel") from 2019 to 2021. Before that appointment, he was appointed to various management positions at Intel, including:

•Interim Chief Executive Officer and Chief Financial Officer from 2018 until 2019 and Chief Financial Officer from 2016 until 2019.

•Prior to joining Intel, Mr. Swan served as Operating Partner at General Atlantic LLC, a private equity firm, from 2015 to 2016.

•He also served as Senior Vice President, Finance and Chief Financial Officer of eBay Inc. ("eBay") from 2006 to 2015.

•Previously, Mr. Swan served as Chief Financial Officer of Electronic Data Systems Corporation, Chief Financial Officer of TRW Inc., as well as Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer of Webvan Group, Inc. Mr. Swan began his career in 1985 at General Electric, serving in numerous senior finance roles.

Mr. Swan is a member of the Board of Directors of Micron Technology, Inc. In addition to this public company board service, he is also a member of the Board of Directors of Flexport, the American Heart Association, and Kearney. Mr. Swan served on the Board of Commissioners of GoTo Group from December 2021 to June 2024, and on the Board of Directors of eBay from July 2015 to June 2023, Intel from January 2019 to February 2021, and Applied Materials, Inc. from March 2009 to September 2016.


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

17 NIKE, INC.

INDIVIDUAL BOARD SKILLS MATRIX

The matrix below represents some of the key experiences, attributes, and skills that the Board has identified as particularly valuable to the oversight of the Company, and illustrates how the director nominees individually and collectively represent them. While all of these qualifications were considered in connection with this year's director nomination process, the matrix does not encompass all of the experiences, attributes, and skills of the director nominees. The Board firmly believes that its highly qualified director nominees provide the Board with a diverse complement of skills, qualifications, and perspectives necessary for effective oversight.

EXPERIENCE, EXPERTISE, OR ATTRIBUTES

BENKO

COOK

DONAHOE

DUCKETT

GIL

M HENRY

P HENRY

KNIGHT

PARKER

PELUSO

SEC Form DEF 14A filed by Nike Inc.