Corporate Governance

  • Board of Directors

     

  • Corporate Governance Guidelines

    The Board of Directors (the “Board”) of NIKE, Inc. (the “Company”) has adopted the following Corporate Governance Guidelines (the “Guidelines”) to assist the Board in the exercise of its responsibilities. These Guidelines reflect the Board’s commitment to monitoring the effectiveness of policy and decision-making both at the Board and senior management level, with a view to enhancing long-term shareholder value and corporate purpose, including corporate responsibility, sustainability, human rights, global community and social impact, and diversity, equity and inclusion. These Guidelines will be reviewed annually by the Corporate Responsibility, Sustainability & Governance Committee and the Board, and are subject to modification from time to time by the Board. Waivers of these Guidelines may be made only by the Corporate Responsibility, Sustainability & Governance Committee or the Board.

    THE BOARD

    The Board’s Purpose

    Role of the Board: The Board, which is elected by shareholders, is the ultimate decision-making body of the Company, except with respect to those matters reserved to the shareholders. The Board’s goals are to build long-term shareholder value, including by promoting the sustainability of the Company, and to responsibly address the concerns of shareholders and other stakeholders, including employees, consumers, customers, suppliers, governments, local communities and the general public.

    The Board elects the corporate officers comprising the senior management team, who are responsible for the conduct of the Company’s business. The Board acts as an advisor to and oversees the performance of the senior management team in order to ensure management continues to effectively execute its duties.

    Oversight Responsibilities: In addition to its general oversight of management, the Board also performs a number of specific functions, directly or through its committees, including:

    • Corporate Integrity and Compliance: The Board is responsible for reviewing and establishing procedures designed to ensure that the Company’s management and employees operate in a legal and ethically responsible manner.
    • Corporate Purpose: The Company has a longstanding commitment to corporate purpose, including corporate responsibility, sustainability, human rights, global community and social impact, and diversity, equity and inclusion. The Board, through its Corporate Responsibility, Sustainability & Governance Committee, provides guidance to management on issues related to corporate purpose, including corporate responsibility, sustainability, human rights, global community and social impact, and diversity, equity and inclusion, and periodically reviews the Company’s policies, practices and contributions made in fulfillment of its purpose.
    • Corporate Culture: The Board is responsible for reviewing and overseeing the Company’s culture and evaluating management’s efforts to align corporate culture with the Company’s stated values, corporate purpose and long-term strategy. The Board proactively reviews and monitors management efforts to instill an appropriate tone and culture throughout the Company, which includes the respectful treatment of employees, efforts to promote diversity, equity and inclusion, efforts to promote innovation, providing a workplace free of sexual harassment and other forms of harassment, fostering trust between employees and management and promoting ownership and accountability for an ethical corporation.
    • Strategy Oversight: Normally it is management’s duty to formalize, propose and implement strategic choices, and the Board’s role to approve strategic direction and evaluate strategic results. The Board believes it is important to be deeply engaged and involved in overseeing the Company’s long-term strategy and business initiatives and that the Company’s business strategies and prospects should be discussed as a matter of course at regular board meetings with updates on significant items being provided in between regular board meetings, in addition to periodic more intensive sessions regarding matters of corporate strategy and performance. To accomplish this, the Board engages in a regular dialogue with the Company’s Chief Executive Officer (“CEO”) and other members of the senior management team. The Board regularly reviews with the senior management team the Company’s long-term strategic business plans, prospects and other significant issues affecting the business of the Company.
    • 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 key business risks. 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 areas of responsibility as reflected in the committee charters.

    ROLE OF DIRECTORS

    The core responsibility of the directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders and in compliance with all applicable laws and regulations. Directors are expected to spend the time and effort necessary to properly discharge their responsibilities, including by attending meetings of the Board and committees on which he or she sits and reviewing materials distributed in advance of each meeting.

    BOARD LEADERSHIP

    The Board elects the Chair of the Board and the CEO. The Board believes that whether to have the same person occupy the offices of Chair of the Board and CEO should be decided by the Board, from time to time, in its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interests of the Company’s shareholders.

    In order to help ensure robust independent leadership on the Board, if the individual elected as Chair of the Board is the CEO, or if the Chair of the Board is not independent, the independent directors of the Board will elect an independent director to serve as Lead Independent Director for a term of three years in accordance with the Company’s Lead Independent Director Charter.

    As described in the Company’s Lead Independent Director Charter, the Lead Independent Director shall:

    1. Serve as a liaison between the Chair and the independent directors.
    2. Approve meeting agendas for the Board.
    3. Advise the Chair regarding the sufficiency, quality, quantity, and timeliness of information provided to the Board
    4. Ensure that meeting schedules permit sufficient time for discussion of all agenda items.
    5. Have the authority to call meetings of the independent directors.
    6. Be available for consultation and direct communication with major shareholders, if requested.
    7. Preside at meetings of the Board at which the Chair is not present, including executive sessions of the independent directors.
    8. Report to the Chair on all relevant matters arising from executive sessions of the independent directors.
    9. Assist in the Board’s annual self-evaluation.
    10. Have a standing invitation to attend committee meetings as ex-officio member.
    11. Together with the Chair, recommend to the Board the retention of advisors and consultants who report directly to the Board.

    The Board annually reviews its leadership structure to ensure effective guidance to and oversight of management.

    Size of the Board

    It is the policy of the Board that the number of directors not exceed the number that can function efficiently as a body, while properly staffing necessary Board committees. In recent years, the Board has had 10 – 14 directors, and it is the belief of the Board that this size permits diversity of experience without hindering effective discussion or diminishing individual accountability.

    Chair or Director Emeritus

    The Board believes that it will benefit from the valuable experience and insights of the former Chair and other directors of the Board. Accordingly, the Board may appoint the former Chair to the position of Chair Emeritus or a former director to the position of Director Emeritus. Any Chair Emeritus or Director Emeritus shall not be a member of the Board and shall not have a vote on matters before the Board or its committees, however, such individuals will have a standing invitation to attend meetings of the Board and its committees.

    Board Membership Criteria

    The ultimate responsibility for the selection of nominees for director resides with the Board. The Corporate Responsibility, Sustainability & Governance Committee oversees the process of identifying, screening, and recommending new directors as well as the assessment of whether to renominate current directors, and annually recommends a slate of directors for approval by the Board and election by the shareholders. Consistent with the Board Candidate Requirements Policy adopted by the Board, nominees for director are selected on the basis of their character, judgment, experience, skills, understanding of the Company’s business, and ability to devote time to Board responsibilities, taking into account the overall diversity of the Board, which the Company views broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoint, geographic location, education, skills and expertise, professional and industry experience and personal characteristics (including gender or gender identity, ethnicity/race and sexual orientation). The Corporate Responsibility, Sustainability & Governance Committee will consider director candidates recommended by shareholders and evaluate them in the same manner that it evaluates candidates recommended by others.

    Director Independence

    It is the policy of the Board that the Board be comprised of a majority who qualify as independent directors under the listing standards of the New York Stock Exchange ("NYSE"). Independence is determined by the Corporate Responsibility, Sustainability & Governance Committee and the Board, in the exercise of business judgment, which review the relationships that each director has with the Company. The Board may adopt and disclose categorical standards to assist it in determining director independence. Additional independence standards also apply to certain committee members:

    • A member of the Audit & Finance Committee may not, other than in his or her capacity as a member of the Audit & Finance Committee, the Board, or any other Board committee, accept any consulting, advisory, or other compensatory fee from the Company, or be an affiliated person of the Company or a subsidiary thereof.
    • For Compensation Committee members, the Board must consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to the ability to be independent from management in connection with the duties of a Compensation Committee member, including the source of compensation of the director, any consulting, advisory or other compensatory fee paid by the Company to the director; and whether the director is affiliated with the Company or any subsidiary.

    Director Resignation Policy

    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 shall 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.

    Other Company Directorships

    The Company values the experience directors bring from other boards on which they serve, but recognizes that those boards may also present demands on a director's time and availability. As a result, it is the policy of the Board that no director may simultaneously serve on the board of more than three other public companies (in addition to the Company) or, in the case of a director who is an executive officer of a public company, no more than one other public company (in addition to the Company). In addition, a member of the Audit & Finance Committee may not simultaneously serve on the audit committee of more than two other public companies unless such service is approved by the Board. Directors are also expected to advise the Chair of the Board and the chair of the Corporate Responsibility, Sustainability & Governance Committee in advance of accepting any other company directorship or any assignment to the audit committee of the board of any other company. The Corporate Responsibility, Sustainability & Governance Committee will conduct a review, at least annually, of director commitment levels to confirm that all directors comply with this policy.

    Directors Who Change Their Present Job Responsibility

    When a director’s principal occupation or business association changes substantially during his or her tenure as a director, it is the general policy of the Board that the director is expected to submit his or her resignation for consideration by the Corporate Responsibility, Sustainability & Governance Committee. If such submission is made, the Corporate Responsibility, Sustainability & Governance Committee will review the effect, if any, of the change on the interests of the Company, and recommend to the Board whether to accept the resignation.

    Director Succession Planning

    The Corporate Responsibility, Sustainability & Governance Committee engages in evergreen succession planning for the Board, the committees of the Board and key leadership roles on the Board (including the Chair of the Board and the chairs of each committee). As part of this succession planning process, the Corporate Responsibility, Sustainability & Governance Committee considers the tenure of the current directors, the mix of skills, expertise and experiences on the Board and on each committee and the diversity of the directors.

    BOARD REFRESHMENT; TERM LIMITS; RETIREMENT AGE

    The Board recognizes the importance of periodic board refreshment and maintaining an appropriate balance of tenure, experience and perspectives on the Board. The Board values the contributions of both newer perspectives as well as directors who have developed, over a period of time, an increased understanding of, and insight into, the governance and business of the Company and the issues confronting it. Thus, the Board does not believe that arbitrary term limits on director service are appropriate. As an alternative to strict term limits, the Corporate Responsibility, Sustainability & Governance Committee reviews each director's continuation on the Board annually, taking into account factors including the needs and diversity of the Board, the contributions and qualifications of the director and the director's interest in continuing as a director.

    At the same time, it is the policy of the Board that directors will not stand for re-election after reaching age 72.

    Director Compensation

    A director who is also an officer of the Company does not receive additional compensation for service as a director.

    The Company believes that compensation for non-employee directors should be competitive and should encourage increased ownership of the Company's stock through the payment of a portion of director compensation in Company stock. The Compensation Committee reviews the level and form of director compensation, including how it compares to director compensation at companies of comparable size, industry, and complexity. Changes to director compensation are proposed to the Board for consideration.

    Board Access to Management and Advisors

    Directors have unfettered access to the Company’s senior management team and other employees. The Board and each committee of the Board has the authority to obtain advice and assistance from outside legal, accounting or other advisors selected by the Board at the expense of the Company.

    Board Interaction with Investors, Analysts, Press, and Customers

    It is the policy of the Company that management speaks for the Company. This policy does not preclude non-employee directors from meeting with shareholders, but it is suggested that those meetings be held with management present. It is strongly suggested that directors refer inquiries from institutional investors, analysts, the press, or customers to appropriate members of senior management.

    Any interested parties desiring to communicate with the Board, non-management directors, or with any individual director may do so in writing addressed to the intended recipient or recipients, c/o Corporate Secretary, NIKE, Inc. at One Bowerman Drive, Beaverton, Oregon 97005-6453. The Office of the Corporate Secretary reviews all such correspondence and regularly provides to the Board a summary of all such communications that relate to the functions of the Board, a committee of the Board, or that otherwise warrant Board attention. The Office of the Corporate Secretary will also refer any relevant correspondence directly to a director, as appropriate.

    Board Orientation and Continuing Education

    The Company conducts an orientation for new directors and provides opportunities for continuing education to current directors to educate them about the Company, the Company’s business, industry and risk profile, as well as other areas relevant to their service on the Board (such as requirements, trends and best practices with respect to corporate governance, cybersecurity, human capital management, corporate responsibility and sustainability). The orientation and continuing education processes involve providing directors with materials and opportunities to meet with other directors and key senior management. The Corporate Responsibility, Sustainability & Governance Committee may request directors to participate in continuing education programs related to their responsibilities or committee assignments on the Board. The Company will also provide directors with access to relevant, accredited external director education programs at the Company’s expense.

    Self-Evaluation of the Board

    The Corporate Responsibility, Sustainability & Governance Committee oversees an annual evaluation of the Board and the committees required by the NYSE to assess their effectiveness and performance. The assessment is conducted to ensure the Board and its committees are effective and productive and to identify opportunities for improvement and skill set needs.

    Board Meetings

    Frequency of Meetings

    The Board will meet at least four times per year. Additional meetings may be scheduled as necessary or appropriate in light of the needs of the Company. Meetings may be held in any location that supports the Board in the exercise of its responsibilities, including locations that present opportunities to expose the Board to various facets of the Company’s business or are related to other Company business, or solely by means of remote communication.

    Agenda for Board and Committee Meetings

    The Chair of the Board and the Lead Independent Director (if any), and the chairs of the Board committees, set the agenda for Board and committee meetings, respectively. Directors are invited to suggest inclusion of items on the agenda, and are free to raise at any Board meeting subjects that are not specifically on the agenda. Materials related to agenda items are provided to directors sufficiently in advance of Board meetings, where necessary, to permit directors to review and prepare for discussion.

    Director Attendance

    Directors are expected to attend meetings of the Board and committees on which he or she sits as well as the Company’s annual shareholder meeting, either in person or by means of remote communication. It is expected that a director who is unable to attend a Board meeting, committee meeting or annual shareholder meeting (which, it is understood, will occur on occasion) will notify the Chair of the Board or the chair of the relevant committee.

    ATTENDANCE OF MANAGEMENT AT BOARD MEETINGS

    At the invitation of the Board, members of senior management attend Board meetings or portions thereof for the purpose of presenting information regarding a particular matter or participating in discussions. The Board is free to excuse members of senior management from meetings at any time.

    EXECUTIVE SESSIONS OF NON-EMPLOYEE DIRECTORS

    To ensure free and open discussion and communication among the non-management directors of the Board, executive sessions or meetings of non-employee directors without management present are held at least once each year, over which the Lead Independent Director presides as chair. In the absence of a Lead Independent Director, the responsibility to preside as chair of the executive sessions or meetings is rotated among the chairs of the Board committees as designated by the Corporate Responsibility, Sustainability & Governance Committee. Non-employee directors who are not independent under NYSE rules may participate in these executive sessions, but independent directors should meet separately in executive session at least once per year.

    Committee Matters

    STANDING BOARD COMMITTEES AND INDEPENDENCE

    The Company has four standing committees: the Audit & Finance Committee; the Compensation Committee; the Corporate Responsibility, Sustainability & Governance Committee; and the Executive Committee. The purpose and responsibilities of each committee are described in charters adopted by the Board. The Audit & Finance; Compensation; and Corporate Responsibility, Sustainability & Governance Committees are composed entirely of independent directors. The Chair of the Board chairs the Executive Committee. The Board may, from time to time, form a new committee or disband a current committee depending on the circumstances. In addition, the Board may form ad hoc committees from time to time, and determine the composition of the committees.

    Committee Assignments

    The Corporate Responsibility, Sustainability & Governance Committee makes recommendations for approval by the Board with respect to assignment of directors to committees, and the chairs of committees. The Corporate Responsibility, Sustainability & Governance Committee annually reviews committee assignments.

    Committee Meetings

    The chair of each committee, in consultation with the committee members and senior management, determines the frequency, agenda, and length of committee meetings consistent with any requirements of the committee’s charter. The schedule of all committee meetings is furnished to all directors.

    MANAGEMENT REVIEW AND SUCCESSION PLANNING

    Evaluation of CEO

    The Compensation Committee is responsible for overseeing the performance evaluation of the CEO. The Compensation Committee considers (1) achievement against approved financial performance measures and targets (such as revenue, net income, and earnings per share), and (2) other factors such as leadership, achievement of strategic goals, market position, and brand strength, which are signals of Company success. The Compensation Committee endeavors to reflect the CEO’s performance in the CEO’s compensation.

    Succession Planning

    The Board recognizes the importance of succession planning in order to assure the orderly functioning and transition of the management and oversight of the Company in the event of emergency or retirement. Therefore, the Board plans for succession of the Chair, the CEO, and other executive officers directly and through its committees. The Board leads CEO succession planning together with the Compensation Committee, Chair, Lead Independent Director (if any) and CEO. The Board leads Chair succession planning together with the Corporate Responsibility, Sustainability & Governance Committee, Chair and Lead Independent Director (if any). The Board reviews the CEO and Chair succession process at least annually. The Compensation Committee leads succession planning for all other executive officers, including succession plans, leadership development programs, and the Company’s development and succession management efforts.

    STOCK OWNERSHIP

    The Board believes that significant stock ownership by directors and executive officers further aligns their interests with the interests of the Company’s shareholders. Accordingly, the Board requires that (a) within five years after joining the Board, each non-employee director hold Company stock valued at five times his or her annual cash retainer, and (b) within five years after being appointed to his or her position, each executive officer hold Company stock valued at the following multiple of his or her annual base salary:

    • 8x for the Chief Executive Officer; and
    • 3x for all other executive officers.

    POLICIES AND GUIDELINES

    Copies of the current version of these Corporate Governance Guidelines, the Company’s code of business conduct and ethics (Inside the Lines), and the charter of each standing committee of the Board are posted on the Company’s website.

  • Board Candidate Requirements

    The Corporate, Responsibility, Sustainability & Governance Committee of NIKE, Inc. (the “Committee”) considers and evaluates candidates for appointment or election to the Board of Directors. In evaluating potential candidates for suitability, the Committee considers many factors to identify individuals with the requisite intelligence, education, experience, and character to make significant contributions to the Board of Directors.

    The following attributes and qualifications will be considered in evaluating non-management candidates for the Board.

    Experience

    A broad range of high-level skills and experience is desirable among members of the Board, in an optimal combination to help the Board exercise it’s oversight responsibilities. Specifically, distinguished backgrounds in finance, management, marketing, operations, technology, the professions, sports, and education are desirable, depending on the needs of the Board. Accordingly, a Board candidate must have extensive experience in one of the following fields:

    • Business – The candidate is or has served as a senior level officer or director of a public corporation or recognized privately held entity. Ideally, the candidate has consumer products or international business experience.
    • Education – The candidate has held a significant position at a prominent educational institution comparable to the position of university or college dean or president, or a senior faculty position in an area of study important to the Company.
    • Public Service – The candidate has held one or more elected or appointed policy-making positions in federal or state government, or in a prominent nonprofit organization.
    • Professions – The candidate is a prominent and respected member of the legal, medical or other self-regulating profession.
    • The Company or its Industry – The candidate possesses significant experience in and knowledge of the Company or the sports or consumer products industries, or possesses achievements and knowledge in the those industries that are distinguished and widely recognized.

    Education and Knowledge

    It is generally required that a candidate hold an undergraduate degree or an advanced degree from a respected college or university, although this criteria is not intended to exclude an exceptional candidate with equivalent intellectual achievements.

    It is essential for a candidate to possess knowledge of the following:

    • Familiarity with the operation and governance processes of a Board of a public corporation and the legal responsibilities of a director.
    • High-level knowledge in the consumer products industry, international business, finance, marketing, technology, law, or other fields important to the Company, which are complementary to, and balance, the knowledge of other Board members.
    • Understanding of the language or culture of non-English speaking countries.

    Individual Characteristics

    A candidate must possess the following individual attributes:

    • Desire to represent and serve the interests of all shareholders.
    • Keen intelligence.
    • Mature judgment.
    • The highest personal and professional ethics, integrity, and moral character.
    • Ability to remain objective and independent.
    • Willingness to ask difficult questions.
    • Capacity to objectively appraise management’s performance.
    • Excellent inter-personal skills and superior communication skills.
    • Ability to develop a productive working relationship with Board members and senior management.
    • Meet the independence standards of the NYSE and the Company.
    • Have no prohibited interlocking relationships.
    • Involvement only in activities or interests that do not conflict with or compromise a director’s responsibilities to the Company and its shareholders.
    • Willingness and ability to serve on the Board for several years to develop knowledge of the Company’s business and make a significant contribution over time.
    • Ability to devote sufficient time to discharge the duties of a Board member.

    The Committee will also strongly consider the diversity of the communities in which the Company does business, and how candidates might bring different perspectives and views to the Board.

  • Board Charters

    Audit & Finance Committee

    Purpose and Function

    The purposes of the Audit & Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. (the “Company”) are to assist the Board in fulfilling its legal and fiduciary obligations with respect to:

    • matters involving the accounting, auditing, financial reporting and internal controls of the Company
    • activities of the Company that may have a material impact on the Company’s financial position
    • financial policies and the integrity of the Company’s financial statements;
    • the Company’s compliance with legal and regulatory requirements;
    • the independent auditor’s qualifications and independence;
    • the performance of the Company’s internal audit function and independent auditor;
    • the Company’s risk assessment and risk management processes and practices; and
    • the preparation of the report of the Audit Committee required to be included in the Company’s annual proxy statement

    The function of the Committee is oversight. Thus, it is not the duty of the Committee to plan or conduct audits, to ensure the integrity of the Company’s financial statements or the effectiveness of internal control over financial reporting. Rather, management and the internal auditing department are responsible for maintaining appropriate accounting and financial reporting principles and policies, internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations and the planning and conduct of audits.

    In fulfilling their responsibilities hereunder, it is recognized that members of the Committee are not full-time employees of the Company and are not, and do not represent themselves to be, performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards.

    Membership

    The Committee shall consist of at least three directors. All members of the Committee must meet the independence, financial literacy, and other requirements of the New York Stock Exchange (“NYSE”), as determined by the Board in the exercise of its business judgment, all other applicable legal requirements and any additional requirements that the Board deems appropriate. At least one of the members must be an audit committee financial expert as defined by the rules of the SEC and the chair must have accounting or related financial management expertise.

    A member of the Committee may not simultaneously serve on the audit committee of more than two other public companies unless such service is approved by the Board upon its determination, based on the recommendation of the Corporate Responsibility, Sustainability & Governance Committee, that the simultaneous service would not impair the ability of the member to effectively serve on the Committee and such determination is disclosed in the Company’s annual proxy or on the Company’s website.

    A member of the Committee may not, other than in his or her capacity as a member of the Committee, the Board, or any other Board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the Company, or be an affiliated person of the Company or a subsidiary thereof.

    The chair and the members of the Committee shall be appointed by the Board of Directors. The Board may appoint or remove members of the Committee at any time.

    Meetings

    The Committee shall meet once every fiscal quarter or more frequently as it determines is necessary to carry out its duties and responsibilities. The Committee shall meet separately, at least quarterly, with management, with internal auditors, and with the independent auditor. The Committee may request any officer or employee of the Company attend meetings of the Committee as it determines appropriate or advisable.

    Members of the Committee may participate in a meeting of the Committee either in person or by means of remote communication.

    The Committee shall report regularly to the Board on matters within the Committee’s responsibilities and shall maintain minutes of Committee meetings.

    Duties and Responsibilities

    The Committee will have the following duties and responsibilities:

    INDEPENDENT AUDITOR

    1. To be directly responsible for the appointment (with shareholder ratification), compensation, retention and oversight of the work of the independent auditor and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or to perform audit, review or attestation services.
    2. To instruct the Company’s independent auditor and any other registered public accounting firm engaged by the Company that such auditor or accounting firm is accountable to the Committee and shall report directly to the Committee.
    3. To review the fees charged by the independent auditor for audit and non-audit services.
    4. To obtain from the Company’s independent auditor any information or communications required to be provided pursuant to applicable Public Company Accounting Oversight Board (“PCAOB”) standards, federal securities laws or SEC rules.
    5. The sole authority to pre-approve the engagement of the independent auditor to provide any audit or non-audit services consistent with the limitations on such services prescribed by law (with the power to delegate the authority to pre-approve any engagement to one or more of the Committee’s members subject to subsequent ratification by the full Committee) and to adopt appropriate procedures to approve audit services provided by others.
    6. At least annually, to obtain and review a written report by the independent auditor describing: the independent auditor’s internal quality control procedures; any material issues raised by the most recent internal quality control review, or peer review, of the independent auditor, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm and any steps taken to deal with any such issues; and (to assess the auditor’s independence) all relationships between the independent auditor and the Company, including each non-audit service provided to the Company and the matters set forth in the letter from the independent auditors required by the applicable requirements of the PCAOB. To review, evaluate and report its conclusions to the Board with respect to, the qualifications, performance, and independence of the independent auditor and its lead partner.
    7. To oversee partner rotation as required by law and to consider whether, in order to assure continuing auditor independence, there should be regular rotation of the audit firm itself.
    8. To review with the independent auditor any audit problems or difficulties, including, but not limited to:
      1. any restriction on the scope of the independent auditor’s activities or on access to requested information;
      2. any significant disagreements with management and management’s response;
      3. any accounting adjustments noted or proposed by the auditor that were passed as immaterial or otherwise;
      4. any communications between the audit team and the independent auditor’s national office respecting auditing or accounting issues presented by the engagement;
      5. any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditor to the Company; and
      6. the responsibilities, budget and staffing of the Company’s internal audit function.

      9. FINANCIAL STATEMENTS AND PUBLIC REPORTING

      1. To review and discuss the annual audited financial statements and quarterly financial statements with management and the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
      2. To review the Company’s Annual Report to be filed with the SEC on Form 10-K, and recommend to the Board that the audited financial statements be included in the Form 10-K.
      3. To discuss with the Chief Executive Officer and the Chief Financial Officer the individual certifications required to be filed with the Company’s periodic reports to the SEC.
      4. To review and discuss with management earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.

      RISK OVERSIGHT

      1. To discuss with management the Company’s major risk exposures and policies with respect to risk assessment and risk management, including risks related to information security and data protection, and the steps management has taken to monitor and control such exposures.
      2. To meet periodically with the Chief Information Officer or Chief Information Security Officer to review risks related to information security and data protection.
      3. To review and approve policies and procedures for managing the Company's financial (i.e., interest rate and foreign exchange), casualty and liability risks, including policies and procedures relating to hedging and the use of swaps and other derivatives.
      4. To review and approve the Company’s entry into transactions involving “swaps”, as defined in Section 1a(47) of the Commodity Exchange Act (the “CEA”) and the rules and regulations of the Commodity Futures Trading Commission thereunder.
        1. Review and approve, on a swap-by-swap and/or on an annual basis, any decision by the Company or its subsidiaries to enter into swaps that are exempt from the clearing and execution requirements of sections 2(h)(1) and 2(h)(8), respectively, of the CEA for the purpose of satisfying the requirements necessary to elect the exception to such clearing and execution requirements provided by Section 2(h)(7)(A) of the CEA and 17 C.F.R. § 50.50 (the “End-User Exception”); and
        2. review, no less frequently than annually any such approvals and policies issued by the Committee, including those relating to the use of the End-User Exception.

      INTERNAL AUDIT AND INTERNAL CONTROLS

      1. To review and approve, if appropriate, the internal audit charter and any changes thereto.
      2. To set hiring policies for employees or former employees of the independent auditor in accordance with applicable legal requirements
      3. To ensure that the Chief Internal Auditor is independent of the Company’s management and to concur in the selection, retention, and dismissal of the Chief Internal Auditor.
      4. To review management’s assessment of the effectiveness of the Company’s accounting and internal control structure and procedures.

      LEGAL AND ETHICAL COMPLIANCE

      1. To establish procedures for (i) the receipt, retention, treatment, processing and resolution of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
      2. To meet periodically with the Company’s general counsel or other legal counsel to review legal and regulatory matters, including any matters that may have a material effect on the financial statements of the Company.
      3. To meet periodically with the Company’s internal Clearance Director, who reviews and approves in advance all trades of the Company’s common stock owned by the Company’s Section 16 directors and officers.
      4. To receive reports from the Company’s internal Disclosure Committee, which is responsible for quarterly review of material issues regarding accounting, financial reporting, public disclosure, internal control, and fraud issues in respect of the financial statements of the Company.
      5. To report regularly to the Board any material issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the Company’s risk assessment and management practices and policies, the performance and independence of the Company’s independent auditor, or the performance of the internal audit function.
      6. To direct the preparation of and approve the Committee Report for inclusion in the Company’s annual proxy statement.
      7. To direct the preparation and execution of the NYSE’s annual written affirmation of director independence and qualifications to serve on the Committee as required by the NYSE Listed Company Manual

      FINANCE AND BUSINESS TRANSACTIONS 

      1. To review proposed capital expenditures, lease commitments, asset disposals, mergers, acquisitions, business divestitures, capital market transactions and other financial arrangements within the limits established by the Committee, and recommend approval by the Board (unless otherwise delegated by the Board).
      2. To review any proposed dividend policy and recommend approval by the Board.
      3. To review and approve management proposed share repurchase programs.

      OTHER RESPONSIBILITIES

      1. Annually evaluate, in consultation with the Corporate Responsibility, Sustainability & Governance Committee, the performance of the Committee and report the results of the evaluation to the Board.
      2. Review and reassess the adequacy of this charter on an annual basis and recommend any proposed changes to the Board for approval.
      3. Present to the Board such comments and recommendations as the Committee deems appropriate within the context of this charter, and perform such other duties and functions from time to time as may be required by law or assigned by the Board.

      Resources and Authority of the Committee

      The Committee shall have the resources (at the Company’s expense) and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special or independent counsel, accountants or other experts and advisors, as it deems necessary or appropriate, without seeking approval of the Board or management.

      The Company shall provide for appropriate funding, as determined by the Committee, in its capacity as a committee of the Board, for payment of:

      1. Compensation to the independent auditors and any other public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;
      2. Compensation of any advisers employed by the Committee; and
      3. Ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

      The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee. The Committee may also, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by the independent auditors, provided that any such approvals are presented to the Committee at its next scheduled meeting.

    Compensation Committee

    Purpose

    The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. (the “Company”) is to:

    • discharge the Board’s responsibilities relating to compensation of the Company’s executive officers and directors;
    • oversee the administration of the Company’s executive compensation plans;
    • evaluate the performance of the Chief Executive Officer (“CEO”); and
    • oversee the Company’s policies, practices and disclosures relating to talent management and development for executive officers and senior management, including with respect to succession planning, employee engagement and workplace diversity, equity and inclusion.

    Membership

    The Compensation Committee shall consist of at least two directors. All members of the Committee must meet the applicable independence requirements of the New York Stock Exchange (“NYSE”) , as determined by the Board in the exercise of its business judgment, all other applicable legal requirements and any additional requirements that the Board deems appropriate. The Committee members shall also qualify as “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended. The chair and the members of the Committee shall be appointed by the Board. The Board may appoint or remove members of the Committee at any time.

    Meetings

    The Committee shall meet with such frequency and at such intervals as it determines is necessary to carry out its duties and responsibilities. The Committee may request any officer or employee of the Company attend meetings of the Committee as it determines appropriate or advisable, consistent with the maintenance of the confidentiality of compensation discussions.

    Members of the Committee may participate in a meeting of the Committee either in person or by means of remote communication.

    The Committee shall report regularly to the Board on matters within the Committee’s responsibilities, and shall maintain minutes of Committee meetings.

    Duties and Responsibilities

    The Committee will have the following duties and responsibilities:

    TALENT DEVELOPMENT

    1. Recommend to the Board the selection of corporate officers.
    2. Periodically review the succession plans and leadership development programs for the executive officer positions, including a review of the Company’s development and succession management efforts.
    3. Review and provide guidance to management regarding the Company’s policies, programs, practices and disclosures related to talent management and development for executive officers and senior management, including with respect to employee engagement and workplace diversity, equity and inclusion

    COMPENSATION PROGRAM MANAGEMENT

    1. Review the Company’s overall philosophy and practices regarding executive compensation.
    2. Review and approve employment, severance, change-in-control, termination, and retirement agreements and cash incentive compensation plans for executive officers.
    3. Review and make recommendations to the Board with respect to significant retirement and benefit plans subject to the terms of the plans.
    4. Review and make recommendations to the Board with respect to adoption and amendment of equity compensation plans, and discharge any responsibilities imposed on the Committee by any of these plans.
    5. Administer and interpret equity compensation plans and executive incentive compensation plans pursuant to the terms of the plans.

    RISK OVERSIGHT

    1. Oversee risks associated with the Company’s compensation philosophy and programs and executive succession and development, and review and discuss with management the Company’s policies and practices with respect to the assessment and mitigation of these risks.

    EXECUTIVE AND DIRECTOR COMPENSATION AND PERFORMANCE

    1. Annually review and approve corporate goals and objectives relevant to the compensation of the CEO.
    2. Annually evaluate the performance of the CEO against approved goals and objectives, and, based on the evaluation, review and approve the CEO’s compensation.
    3. Administer and monitor compliance with the Company's clawback policy for executive officers.
    4. Annually review the performance of the Company’s executive officers (other than the CEO) and review and approve the compensation of such executive officers.
    5. Review and make recommendations to the Board with respect to the compensation of directors.
    6. Review and make recommendations to the Corporate Responsibility, Sustainability & Governance Committee with respect to any shareholder proposal that relates to executive or director compensation.

    ANNUAL REPORTING REQUIREMENTS

    1. Review and discuss with the Company's management the Company's Compensation Discussion and Analysis (“CD&A”) prepared in accordance with Securities and Exchange Commission regulations and, based on the review and discussion, determine whether to recommend to the Board that the CD&A be included in the Company's proxy statement and annual report on Form 10-K.
    2. Produce the annual Compensation Committee Report for inclusion in the Company’s proxy statement and annual report on Form 10-K.

    OTHER RESPONSIBILITIES

    1. Annually evaluate, in consultation with the Corporate Responsibility, Sustainability & Governance Committee, the performance of the Committee and report the results of the evaluation to the Board.
    2. Review and reassess the adequacy of this charter on an annual basis and recommend any proposed changes to the Board for approval.
    3. Present to the Board such comments and recommendations as the Committee deems appropriate within the context of this charter, and perform such other duties and functions from time to time as may be required by law or assigned by the Board.

    Resources and Authority of the Committee

    The Committee shall have the resources and authority, in its sole discretion, to select, retain, obtain, or terminate the advice of a compensation consultant, independent legal counsel or other adviser (“Adviser”) as it deems appropriate to assist with the execution of its duties and responsibilities as set forth in this Charter, only after taking into consideration all factors relevant to the Adviser’s independence from management (including the factors specified in Section 303A.05(c) of the NYSE Listed Company Manual). The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Adviser (and receive appropriate funding from the Company, as determined by the Committee, for the payment of reasonable compensation to the Adviser).

    Except as limited by law, regulation or the rules of the NYSE, the Committee may, in its discretion, form and delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee or to one or more Company officers or employees.

    Corporate Responsibility, Sustainability & Governance Committee

    PURPOSE

    The purpose of the Corporate Responsibility, Sustainability & Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. (the “Company”) is:

    in connection with corporate governance, to:

    • identify individuals qualified to become Board members and recommend to the Board for approval director nominees to be proposed for election at the annual shareholder meeting and to serve on committees and in Board and committee leadership positions;
    • review and make recommendations to the Board for approval with respect to the Company’s Corporate Governance Guidelines, the Company’s code of business conduct and ethics (“Inside the Lines”) and other governance documents, in order to enhance the quality and integrity of the Company’s corporate governance framework;
    • review and make recommendations to the Board with respect to shareholder proposals; and
    • oversee the annual self-evaluations of the Board and its committees.

    in connection with corporate purpose, including corporate responsibility, sustainability, human rights, global community and social impact, and diversity, equity and inclusion, to: 

    • review and evaluate the Company’s significant strategies, activities, policies, investments and programs regarding corporate purpose, including corporate responsibility, sustainability, human rights, global community and social impact, and diversity and inclusion;
    • provide oversight of management’s efforts to ensure that the Company’s dedication to sustainability (including environmental and supply chain sustainability and human rights) 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 social, political and environmental impact, trends and issues in connection with the Company’s business activities and make recommendations to the Board regarding those trends and issues; and
    • provide oversight of the Company’s community and social impact efforts and oversee protection of the Company’s corporate reputation and other matters of importance to the Company and its stakeholders (including employees, consumers, customers, suppliers, shareholders, governments, local communities and the general public).

    MEMBERSHIP

    The Committee will consist of at least two directors. All members of the Committee must meet the applicable independence requirements of the New York Stock Exchange (the “NYSE”), as determined by the Board in the exercise of its business judgment, all other applicable legal requirements and any additional requirements that the Board deems appropriate. The chair and the members of the Committee shall be appointed by the Board. The Board may appoint or remove members of the Committee at any time.

    MEETINGS

    The Committee will meet with such frequency and at such intervals as it determines is necessary to carry out its duties and responsibilities. The Committee may request any officer or employee of the Company attend meetings of the Committee as it determines appropriate or advisable.

    Members of the Committee may participate in a meeting of the Committee either in person or by means of remote communication.

    The Committee will report regularly to the Board on matters within the Committee’s responsibilities, and will maintain minutes of Committee meetings.

    RESPONSIBILITIES

    The Committee will have the following duties and responsibilities:

    BOARD OF DIRECTORS AND COMMITTEES

    1. Review and make recommendations to the Board with respect to the criteria for selecting new directors described in the Company’s Corporate Governance Guidelines and Board Candidate Requirements Policy.
    2. Evaluate annually and recommend to the Board whether each director qualifies as “independent” under the applicable standards of the NYSE and any other standards adopted by the Board.
    3. Identify, evaluate and recruit individuals qualified to be a director (including individuals recommended by shareholders in accordance with the Company’s Bylaws), consistent with criteria approved by the Board.
    4. Recommend to the Board director nominees to be proposed for election at the annual meeting of shareholders, or for appointment by the Board to fill vacancies or newly-created directorships. In selecting or nominating candidates to the Board, the Committee shall strive to build a Board that reflects a diversity of backgrounds, qualifications, experiences, viewpoint, geographic location, education, skills and expertise, professional and industry experience and personal characteristics.
    5. Review from time to time the leadership structure of the Board in light of the circumstances facing the Company, including the criteria for selecting a Chair and a Lead Independent Director (if applicable), and recommend to the Board for approval any proposed changes as well as individuals to serve in each role as needed.
    6. Review and make recommendations to the Board with respect to the size, structure, composition, overall diversity (which is viewed broadly), processes, and practices of the Board and its committees.
    7. Review the membership of each committee of the Board and recommend to the Board directors for appointment to each committee of the Board, and to serve as the chair of each committee.
    8. Regularly review succession plans for the Chair of the Board, the chairs and members of each committee and individual directors, as appropriate.
    9. Recommend to the Board whether to accept or reject a director resignation, or take other action, when a director’s principal occupation or business association changes substantially since the time of his or her election or a director receives a greater number of votes “withheld” from his or her election than votes “for” such election, as specified in the Company’s Corporate Governance Guidelines.
    10. In accordance with the policies of the Company, review all transactions with related persons required to be disclosed under Item 404 of Regulation S-K, or in which a related person has a direct or indirect interest, and determine whether to ratify or approve the transaction.
    11. Develop and oversee orientation materials or programs for new Board members and provide continuing education for existing directors as necessary or appropriate.
    12. Identify, evaluate and discuss with the Board emerging corporate governance and corporate purpose issues and trends that may affect the Company and make recommendations to the Board as appropriate.

    PERFORMANCE EVALUATIONS

    1. Oversee and report to the Board regarding the annual self-evaluation of the Board and each committee of the Board (including the Committee) and the implementation of appropriate follow-up actions based on the results of the evaluation as needed.

    CORPORATE GOVERNANCE FRAMEWORK

    1. Review and reassess the adequacy of the Company’s corporate governance framework, including its Articles of Incorporation, Bylaws, Corporate Governance Guidelines, committee charters and Inside the Lines from time to time, and recommend to the Board for approval any proposed changes.
    2. Monitor compliance with Inside the Lines, review and recommend to the Board for approval or disapproval any requests for waivers of Inside the Lines for directors and executive officers, and ensure that any such waivers are promptly disclosed as required by law.

    CORPORATE PURPOSE

    1. Review and provide guidance to management on sustainability issues and impacts, and the integration of sustainability into the Company’s business, including innovation, product design, manufacturing and sourcing, and operations.
    2. Review, provide guidance to management, and report to the Board on the Company’s significant strategies, activities, policies, investments and programs relating to corporate purpose, including corporate responsibility, sustainability, human rights, global community and social impact, and workplace diversity, equity and inclusion, and review reports of any related audits.
    3. Review and provide guidance to management regarding the Company’s interactions with, and reporting to, various stakeholders (including industry organizations, non-governmental organizations, employees, consumers, customers, suppliers, shareholders, governments, local communities and the general public) concerning the Company’s corporate purpose.
    4. Review the activities of the Company community and social impact initiatives, including the Company’s philanthropic initiatives/activities, and provide guidance to management regarding these activities and initiatives.
    5. Review, provide guidance to management, and report to the Board regarding the involvement of significant corporate purpose issues in major business decisions, to protect the Company’s goodwill, reputation and human and intellectual capital.
    6. Review and monitor the development of metrics to gauge progress towards the achievement of the Company’s corporate purpose goals and monitor the Company’s progress towards those goals.

    POLITICAL ACTIVITY

    1. Review and reassess the Company’s policies regarding political activities, including political engagement and expenditures, and recommend to the Board for approval any proposed changes.
    2. Oversee the Company’s political activities, including political engagement and expenditures.

    RISK OVERSIGHT

    1. Oversee risks associated with the Company’s corporate purpose and corporate governance (including Inside the Lines and its compliance programs, and the structure and performance of the Board and its committees), and review and discuss with management the Company’s policies and practices with respect to the assessment and mitigation of these risks.
    2. Oversee protection of the Company’s corporate reputation including with respect to issues involving social and community engagement, workplace diversity, equity and inclusion, and sustainability innovation relating to the Company’s products, its supply chain (including labor practices), and the environment.

    OTHER RESPONSIBILITIES

    1. Review and make recommendations to the Board with respect to any shareholder proposal (including any director nominations by shareholders). With respect to any shareholder proposal that addresses a matter that is overseen by another committee of the Board, the Committee shall consult with such other committee.
    2. Review and reassess the adequacy of this charter on an annual basis and recommend any proposed changes to the Board for approval.
    3. Present to the Board such comments and recommendations as the Committee deems appropriate within the context of this charter, and perform such other duties and functions from time to time as may be required by law or assigned by the Board.

    Resources and Authority of the Committee

    The Committee shall have the resources (at the Company’s expense) and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of search firms to identify director candidates, special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. With respect to consultants and search firms used to identify director candidates, this authority shall be vested solely in the Committee.

    The Committee may, in its discretion, form and delegate all or a portion of its duties and responsibilities to a subcommittee of the Committee.

    Executive Committee

    Purpose

    The purpose of the Executive Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. (the “Company”) is to support the efficient functioning of the Board of Directors by taking actions on behalf of the Board (1) between regular meetings of the Board as the Committee deems appropriate or advisable, and (2) as the Board may delegate to the Committee from time to time.

    Membership

    The Committee will consist of at least two directors, including the Chair of the Board, appointed by the Board. The Chair of the Board shall be the Chair of the Committee. The Board may appoint or remove members of the Committee at any time.

    Responsibilities and Authority

    The Committee shall meet from time to time as the Committee deems appropriate or advisable to carry out its duties and responsibilities. Members of the Committee may participate in a meeting of the Committee either in person or by means of remote communication.

    Any actions taken by the Committee shall be reported to the Board at the next succeeding regular meeting of the Board , or as soon thereafter as practicable. The Committee shall, to the extent permitted by law, have the authority to exercise all powers of the Board in the management of the business and affairs of the Company. However, the Committee shall not have the power or authority to:

    1. Declare a dividend or other distribution involving the Company’s stock;
    2. Approve or propose to shareholders actions that the Oregon Business Corporation Act (the “Act”) requires to be approved by shareholders;
    3. Fill vacancies on the Board or any of its committees;
    4. Amend the Company’s Articles of Incorporation except as authorized by the Act;
    5. Adopt, amend or repeal the Company’s Bylaws;
    6. Approve a plan of merger not requiring shareholder approval;
    7. Authorize or approve re-acquisition of shares, except within limits prescribed by the Board; or
    8. Authorize or approve the issuance or sale of Company shares, other than as permitted by applicable stock incentive plans or the Board, or determine the designation, relative rights, preferences and limitations of a class or series of shares, except when authorized by the Board to do so pursuant to the Act.

    Lead Independent Director

    Purpose

    If the offices of Chair of the Board of Directors (the “Board”) and Chief Executive Officer are held by the same person, or if the Chair of the Board is not independent (as determined by the Board, in the exercise of business judgment), the independent members of the Board will elect an independent director to serve as Lead Independent Director for a term of three years.

    Responsibilities

    The Lead Independent Director shall:

    1. Serve as a liaison between the Chair and the independent directors.
    2. Approve meeting agendas for the Board.
    3. Advise the Chair regarding the sufficiency, quality, quantity, and timeliness of information provided to the Board.
    4. Ensure that meeting schedules permit sufficient time for discussion of all agenda items.
    5. Have the authority to call meetings of the independent directors.
    6. Be available for consultation and direct communication with major shareholders, if requested.
    7. Preside at meetings of the Board at which the Chair is not present, including executive sessions of the independent directors.
    8. Report to the Chair on all relevant matters arising from executive sessions of the independent directors.
    9. Assist in the Board’s annual self-evaluation.
    10. Have a standing invitation to attend committee meetings as ex-officio member.
    11. Together with the Chair, recommend to the Board the retention of advisors and consultants who report directly to the Board.

  • Board Committee Assignments

    Below is a summary of our board committee structure and membership information. For more information regarding our members please refer to our Board of Directors page.

    Audit & Finance Committee

    Robert Swan (chair), Maria Henry, and Peter Henry.

    Compensation Committee

    Timothy D. Cook (chair), Cathleen A. Benko, and Monica Gil

    Corporate Responsibility, Sustainability & Governance Committee

    Michelle A. Peluso (chair), Thasunda B. Duckett, and John Rogers, Jr.

    Executive Committee

    Mark G. Parker* (chair), John J. Donahoe II, and Travis A. Knight

  • Code of Conduct

    A Message from John

    At NIKE, Inc., our unique opportunity is to elevate human potential on a global scale. We serve athletes*. We inspire people to challenge their limits. And through sport, we strive to help shape a better society.

    As a company with greater potential for impact than ever — at a time when the world needs the power of sport more than ever — I believe that every one of us has a part to play.

    Each one of us shapes Nike’s foundation and future success through our behaviors and practices. As our Executive Chairman, Mark Parker, said, this starts with the Maxims — our core values and beliefs that help anchor, inform and guide all that we do. We bring it to life through our Code of Conduct — our roadmap that we expect NIKE, Inc. employees to follow to comply with laws and ethical practices.

    This Code of Conduct applies to everyone, at every level, across our team. We require our employees and Board members to comply with the Code, and we expect those we do business with to share and observe these same values.

    The Code enables each of us to perform at our fullest. It reinforces how we build a diverse and inclusive culture that promotes a commitment to one another. It also reaffirms that our choices and actions define who we are and how we work to stand for the human spirit, across our three brands — Nike, Jordan and Converse.

    I am proud to support and share NIKE Inc.’s Code of Conduct — a unifying roadmap that we can all act on, together.

    Best,

    John Donahoe

    President and CEO, NIKE, Inc.

    Inside the Lines Nike Code of Conduct

  • Company Bylaws

    NIKE, Inc. Company Bylaws

  • NIKE, Inc. Executive Officers

    Below are the Executive Officers of NIKE, Inc. You may also visit the Executives Section for information about NIKE’s senior management team.

     

    CORPORATE GOVERNANCE

    Mimi Hunter
    VP, Corporate Secretary and Corporate Governance & Securities Counsel

    Johanna Nielsen
    VP, Corporate Controller

  • Public Policy and Political Engagement

    NIKE, INC. POLICY ON PUBLIC POLICY AND POLITICAL ENGAGEMENT

    The NIKE, Inc. Board of Directors approved an updated policy on Public Policy and Political Engagement effective January 1, 2022. This policy and our participation in the political process are aligned with our business interests and create value for our shareholders, employees, consumers, business partners and stakeholders. These engagements are conducted in compliance with all applicable laws and reporting requirements, as well as NIKE, Inc. policies.

    2023 NIKE, INC. POLITICAL CONTRIBUTIONS

    2022 NIKE, Inc. Political Contributions

    2021 NIKE, Inc. Political Contributions

    2020 NIKE, Inc. Political Contributions

    2019 NIKE, Inc. Political Contributions