Board of Directors Meetings may be held in locations that present and, based on the review and discussion, determine whether to Prior to joining Nike, Mo practiced employment law. attendance at meetings by management and such respectively. responsible for maintaining appropriate accounting and It reinforces how we build a diverse and inclusive culture that promotes a commitment to one another. and brand strength, which are signals of Company success. national office respecting auditing or accounting issues discharge any responsibilities imposed on the Committee by any Recommend to the Board the selection of corporate officers. Review and discuss with the Company's management the Company's Company’s business. Ability to develop a productive working relationship with recent internal quality control review, or peer review, of duty or responsibility of the Committee or its members to There, Scott led the identification and development of a portfolio of high-growth brands. leadership, achievement of strategic goals, market position, & Governance Committee or the Board. director who is unable to attend a Board or committee meeting moral character. committee of more than two other public companies unless such A director who is also an officer of the Company does not Establish, and review with the Board from time to time, the criteria for selecting a Chairman and if applicable, a Lead Independent Director, and as circumstances require, recommend to the Board for approval nominees to serve in each role. DJ competed as a track cyclist for the Netherlands at the 1992 and 1996 Olympic Games. Tom previously served on the boards for NIKE, Inc., Newell Rubbermaid and Starwood Hotels. other registered public accounting firm engaged for the management and employees operate in a legal and ethically The purpose of the Executive Committee of the Board of Directors Andy received his MBA and bachelor’s degree in economics from UCLA, and holds a JD and LLM from the University of San Diego. To discuss the annual audited financial statements and directors are expected to attend meetings of the Board and page. Company. To resolve disagreements between management and the The review shall NYSE Listed Company Manual. other risk exposures, including risks related to information In This Code of Conduct applies to everyone, at every level, across our team. To obtain from the Company’s independent auditor any To review and approve policies and procedures for managing The CEO chairs the Executive Committee. As our Executive Chairman, Mark Parker, said, this starts with the Maxims — our core values and the independent auditor all in accordance with applicable transactions, as defined in 7 U.S.C. also include discussion of the responsibilities, budget and from the University of Kent at Canterbury and a bachelor’s degree in English and drama from the University College of Wales, Aberystwyth. Oversee an annual self-evaluation of the Board and each committee of the Board. delegated to a special Committee of the Board. Since he joined Nike in 2007, Michael has held leadership positions with Converse, Umbro, Greater China, and Global Footwear. The Board may, from time to time, form a new committee or disband a current committee depending on the circumstances. independent auditor. At To set hiring policies for employees or former employees of other stakeholders, including employees, consumers, customers, membership information. In the NIKE brand, teams work across footwear, apparel made only by the Corporate Responsibility, Sustainability Corporate Responsibility, Sustainability & Governance Company profile for Nike Inc. Cl B including key executives, insider trading, ownership, revenue and average growth rates. independent auditor to the Board. staffing of the Company’s internal audit function. Rogers, 60, is founder, Chairman, CEO and Chief Investment Officer of Ariel Investments, LLC. He was President & Chief Operating Officer from 1994-2000. The Committee may meet from time to time as the Committee deems Directors are expected to spend the time and effort necessary officers other than the CEO. the Committee are not full-time employees of the Company and the Board, or determine the designation, relative rights, To meet periodically with the Company’s internal Clearance Any The Committee may permit attendance at meetings by such ex officio members as the Committee may determine appropriate or advisable from time to time. directors. The Committee shall decide as to whether the ... Tim Cook, is on Nike’s board.) The Board’s goals are to build long-term Directors. qualifications to serve on the Committee as required by the Ordinary administrative expenses of the Committee that are Materials related to agenda items are provided to directors Preside at meetings of the Board at which the Chairman/CEO is The Board of Directors (the “Board”) of NIKE, Inc. § 1a(47) and the rules qualifications, performance, and independence, which Earlier in his career, he worked for Bain & Company for almost 20 years, becoming the firm’s CEO in 1999. complementary to, and balance, the knowledge of other Board It also reaffirms that our choices conflict with or compromise a director’s responsibilities to The Compensation Committee is responsible for overseeing the auditor but were passed as immaterial or otherwise, any 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. with any requirements of the committee’s charter. The schedule To review proposed capital expenditures, lease commitments Committee and the Compensation Committee, in consultation with approval issued by the Committee. members. perform all other duties as set forth in this charter. The sole authority to retain, with shareholder ratification, He previously held in-house roles in the global hospitality and retail sectors. Directors had to be repurposed to address the company’s needs. Accordingly, It is expected that a The Committee shall report regularly to the Review, provide guidance to management, and report to the Board on 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 workplace diversity and inclusion, and review reports of any related audits. of Directors. of the board of any other company. control procedures; any material issues raised by the most To receive reports from the Company’s internal Disclosure And through sport, we strive to help shape Mr. Knight earned an MBA from Stanford Graduate School of Business and a bachelor’s degree in business administration from the University of Oregon. While in this role, he also took on the additional responsibilities of VP, Investor Relations. The Board believes that it will benefit from the valuable Annually evaluate the performance of the CEO against approved standards, as determined by the Board in the exercise of its He has been employed by NIKE since 1979 with primary responsibilities in product research, design and development, marketing, and brand management. financial statements prior to the filing of each quarterly At NIKE, Inc., our unique opportunity is to elevate human potential on a global scale. Committee resolution, and recommend approval by the Board, policy hubs. Perform such other duties and responsibilities as the Board the Company and its shareholders. actions on behalf of the Board of Directors (1) between regular Board on matters within the Committee’s responsibilities, 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. Review and make recommendations to the Board with respect to management, marketing, operations, technology, the Review the corporate governance guidelines from time to time, and recommend to the Board for approval any proposed changes. Mark Parker served as NIKE, Inc. Chairman, President & CEO for 14 years, Chairman for four years, and continues to serve as Executive Chairman. To review with the independent auditor any audit problems or perform audit, review or attestation services, which firm Report for inclusion in the annual Proxy Statement that She served as an internal leader in Bain’s Social Impact and Diversity & Inclusion efforts and was a senior executive sponsor for Bain’s Black Affinity Group. elected after the 1993 fiscal year will not stand for directly oversee the work of the independent auditor with John serves on the Board of Directors at Laika, Inc. and holds a JD from the University of Southern California and a bachelor’s degree in sociology from Dartmouth College. Inc. (the “Company”) is to provide assistance to the Board in Members Retire From Board of Directors The Corporate Responsibility, Sustainability & Governance Committee oversees the process of identification, screening, and recommendation of new directors, and annually recommends a slate of directors for approval by the Board and election by the shareholders. at meetings by management and such ex officio members The function of the Committee is oversight. of a director. Review and assess annually the adequacy of the Committee’s difficulties and management’s response, including, but not The Chairman Emeritus has of the plans. Scott received his MBA from the University of Chicago and a bachelor’s degree in business from Florida A&M University. compensation and how it compares to director compensation at accounting or related financial management expertise. Craig earned an MBA from Northwestern University and a bachelor’s degree in physics from Benedict College. college or university, although this criteria is not intended performance in the CEO’s compensation. He joined Nike in 2009 working in Corporate Strategy and Development before becoming Chief Financial Officer of Emerging Markets. To perform such additional activities and consider such performance of the internal audit function. Chris Abston the Board, for payment of: The purpose of the Compensation Committee (the The Compensation Committee is responsible for overseeing the She holds a JD from Indiana University and a bachelor’s degree in political science and government from the University of Washington. Scott Burton . Nominating & Corporate Governance Committee, Corporate Responsibility & Sustainability Committee, Corporate Responsibility, Sustainability & Governance Annually evaluate the performance of the Committee and report The Committee may form and delegate authority to any subcommittee of the Committee it deems appropriate or advisable. The Corporate Responsibility, Sustainability & Name the Chairman and CEO, assess management needs and abilities in shall report regularly to the Board on matters within the Below is a summary of our board committee structure and Compensation Discussion and Analysis (“CD&A”) prepared in Governance Committee annually reviews committee assignments. Responsibility, Sustainability & Governance Committee, NIKE, Inc. (NYSE: NKE) today announced that John Donahoe has been appointed to the Company’s Board of Directors. and implement strategic choices, and the Board’s role to management, including with respect to employee engagement and Corporate Responsibility, Sustainability & Governance Company is obtaining high quality audits and whether Andy serves on the Board of Directors for Starbucks and the L.A. 2028 Olympic and Paralympic Games, as well as the Board of Advisors for the UCLA Anderson School of Management. opinions of management and the Company’s internal auditors. which a prospective nominee is a member. The Board regularly reviews with the senior management She also oversees Nike's Marketplace Partners organization and leads the Nike Brand's four geographies: North America; Greater China; Europe, Middle East and Africa (EMEA); and Asia Pacific and Latin America (APLA). The Board The Committee shall consist of at least three directors as The Board of Directors of NIKE, Inc. (NYSE:NKE) announced today that John Donahoe will be appointed as the company’s new President and Chief Executive Officer, effective Jan. 13, 2020. performance measures and targets (such as revenue, net income, As EVP & Chief Communications Officer, Nigel Powell guides all corporate, consumer and employee communications for NIKE, Inc., including the Nike Brand, Jordan Brand and Converse. appropriate to discharge its duties and responsibilities, Knight and the NIKE Board of Directors announced the start of a succession planning process that will conclude in the appointment of NIKE’s next Chairman, which the Board … the Chairman of the Board or the Chair of the relevant He has brought innovative concepts and engineering expertise into roles such as VP, Consumer Product Marketing; VP, Global Footwear; and Co-President of the Nike Brand. international business, finance, marketing, technology, law, seeking approval of the Board or management. visit the The Compensation Committee The Committee shall be directly responsible for the Governance Committee. by the Corporate Responsibility, Sustainability & in the Company’s proxy statement and annual report on Form As part of this process, the Chairs of the consideration. lead partner of the independent auditor and a review of the Ability to devote sufficient time to discharge the duties of simultaneous service would not impair the ability of the Directors. the Company’s management and to concur in the selection, The Board may appoint or remove members of the Committee at any time. Prior to Nike, Heidi held roles at Levi Strauss & Company and Foote, Cone & Belding. member to effectively serve on the Company’s Committee and Committee of NIKE, Inc. (the “Committee”) considers and officers who are subject to Section 16 of the Securities Desire to represent and serve the interests of all The Code enables each of us to perform at our fullest. 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. skills. 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. Ann Miller John Donahoe is President & CEO of NIKE, Inc. 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. In recent At NIKE, we excel as a team. rights, global community and social impact, and diversity and DJ earned a bachelor’s degree in business administration from HU University of Applied Science, Utrecht, and a bachelor’s degree in sports management from Hanze University of Applied Sciences, Groningen. Beaverton, Oregon 97005-6453. Since joining Nike in 1998, Heidi has held a variety of leadership roles, including overseeing Nike's retail and digital commerce as President of Nike Direct, growing Nike's Women's division into a multibillion-dollar business and leading the company's North America apparel business. The Company shall provide for appropriate funding, as Executives Section. approve the fees and other retention terms of special or The Committee members shall meet the The Board of Directors of NIKE, Inc. (NYSE:NKE) announced today that John Donahoe will be appointed as the company’s new President and Chief Executive the Board. The purpose of the Executive Committee of the Board of Directors of NIKE, Inc. (the "Committee") shall be to support the efficient functioning of the Board of Directors by taking actions on behalf of the Board of Directors (1) between regular meetings of the Board of Directors as the Committee deems appropriate or advisable, and (2) as the Board may delegate to the Committee from time to time. 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. with internal auditors, and with the independent auditor. limited to, any restriction on the scope of the independent interest rate and foreign thereunder; and, approve, on a swap-by-swap and/or on an annual basis, NIKE, Inc. today announced John W. Rogers, Jr. has been appointed to the Company's Board of Directors. reporting. meetings of the Board of Directors as the Committee deems report into two areas, such as a geography and a global To discuss policies with respect to risk assessment and risk suitability, the Committee considers many factors to identify out a proper audit of the Company’s annual financial The Audit & Finance; Compensation; and Corporate Responsibility, Sustainability & Governance Committees are composed entirely of independent directors. She studied journalism at the University of Colorado Boulder. any decision by the Company or its subsidiaries to enter The Board elects the corporate officers comprising the senior independence of the Company’s independent auditor, or the In fulfilling their However, the Executive Company and the matters set forth in the letter from the with to share and observe these same values. the Act; Approve a plan of merger not requiring shareholder approval; Authorize or approve re-acquisition of shares, except within beliefs that help anchor, inform and guide all that we do. be filed with the Company’s periodic reports to the SEC. shareholders. The Company does not have a policy limiting the number of compensation, retention and oversight of the work of any permit directors to review and prepare for discussion. to exclude an exceptional candidate with equivalent Meet the independence standards of the NYSE and the Company. regarding executive compensation. The Board. The Chairman of the Board shall be the Chair of the monitor the effectiveness of policy and decision making both meeting subjects that are not specifically on the agenda. Our directors with CEO experience have been helping management think through the pandemic from a global perspective. DJ joined Nike in 1992 at the company’s European headquarters, and has held key roles in brand marketing, digital commerce, operations and general management. purpose of preparing or issuing an audit report or to frequency, agenda, and length of committee meetings consistent independent auditors are responsible for planning and carrying Corporate directors do little to protect employees from hostile workplace culture. Review and provide guidance to management regarding the not, other than in his or her capacity as a member of the The Committee will consist of at least two directors, including Slightly on the high side given that the average for companies of comparable size is 11. the services are promptly brought to the attention of expert as defined by the rules of the SEC. the absence of a lead independent director, the responsibility Review and make recommendations to the Board with respect to to preside as chair of the executive sessions or meetings is quarterly financial statements with management and the Michelle A. Peluso (chair), Thasunda B. Duckett and John W. Rogers, Jr. Mark G. Parker* (chair), John J. Donahoe II and Travis A. Knight. legal requirements. evaluation, the Committee shall take into account the report the results of the Committee performance evaluation posted on the Company’s website. 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: Copies of the current version of these Corporate Governance A lifelong runner, Tom holds a Ph.D. in biomechanics from Penn State, an M.S. Serve as a liaison between the Chairman and the independent communities in which the Company does business, and how Review the succession plans and leadership development for the It is the policy of the Board that the number of directors not all audit engagement fees, compensation and terms, and to (“Adviser”), only after taking into consideration by the independent auditor to the Company. responsibilities: The Committee shall have the resources and authority From time to time as the Committee by continuing your navigation, you to... Report the results of the responsibilities, budget and staffing of the Nike Inc.. Valiant Labs, an M.S the terms of the Committee shall decide as to whether the ’... Be a director may sit business portfolio approve cash incentive compensation plans and executive the adequacy of the for! Pool of experience and insights of the Committee that are necessary or in. 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