8-KLeadership ChangesRegulation FDExhibits & Filings

NIKE, Inc. 8-K Report, Executive Changes (Sep 19, 2024)

Filed September 19, 2024For Securities:NKE

Summary

NIKE, Inc. announced a significant leadership transition, with Elliott Hill appointed as the new President and Chief Executive Officer (CEO), effective October 14, 2024. Hill, a long-time NIKE executive before his recent roles with BDT & MSD Partners, brings extensive industry experience back to the company. This appointment coincides with the retirement of current CEO John Donahoe, whose departure is amicable and not related to any disagreements. Investors should note the terms of Hill's compensation package, which includes a base salary of $1.5 million, a target annual bonus of 200% of base salary, and a target annual long-term incentive award of $15.5 million. The long-term incentives will be a mix of performance-based restricted stock units (PSUs), stock options, and restricted stock units (RSUs). Additionally, Hill will receive one-time equity and cash awards totaling $7 million to compensate for forfeited prior compensation, with specific repayment conditions for the cash award if he voluntarily resigns or is restricted by a non-compete within two years. Donahoe will transition to an advisor role until his retirement on January 31, 2025, with his outstanding equity awards continuing to vest.

Key Highlights

  • 1Elliott Hill appointed as new President and CEO, effective October 14, 2024.
  • 2John Donahoe to retire as President and CEO, not due to disagreements.
  • 3Hill's compensation includes $1.5M base salary, 200% target bonus, and $15.5M target LTI.
  • 4Hill receives one-time new hire equity ($3M RSUs) and cash ($4M) awards, with clawback provisions for cash.
  • 5Hill's long-term incentives will consist of 50% PSUs, 35% stock options, and 15% RSUs.
  • 6Donahoe will serve as an advisor until his retirement on January 31, 2025.
  • 7Hill has over 32 years of prior experience at NIKE, most recently as President – Consumer and Marketplace.

Frequently Asked Questions

Elliott Hill has been appointed as the new President and CEO of NIKE, Inc., effective October 14, 2024. He brings extensive experience from his previous tenure at NIKE and his recent roles in private equity.

Elliott Hill's compensation includes an annual base salary of $1,500,000, a target annual bonus of 200% of his base salary, and a target annual long-term incentive award of $15,500,000. He will also receive one-time new hire awards totaling $7 million ($3M in RSUs and $4M in cash).

John Donahoe is retiring as President and CEO. The company stated that his departure is not related to any disagreement between Mr. Donahoe and NIKE.

Yes, John Donahoe will continue to serve as an advisor to the Company until his retirement on January 31, 2025. His outstanding equity awards will continue to vest until that date, and his base salary and employee benefits will remain unchanged during this period. His existing non-competition agreement will also remain in effect.