Ann Miller

About Ann Miller

Ann Miller is Executive Vice President, Global Sports Marketing at NIKE, appointed October 30, 2024 after serving as EVP, Chief Legal Officer; she is a nearly 18‑year NIKE veteran and former college basketball player, reporting to the CEO and leading athlete, league, and federation partnerships across innovation, product, and storytelling . NIKE’s FY2025 incentive outcomes were punitive: the annual PSP paid 0% and FY2023–2025 PSUs paid 0% (Relative TSR at the 4th percentile), highlighting rigorous pay‑for‑performance linkage during a challenging period . Executive compensation is heavily at‑risk (73% of non‑CEO NEO target pay is long‑term equity), with PSUs tied to three‑year Relative TSR (target at the 55th percentile, capped if Absolute TSR is negative) and a People & Planet modifier .

Past Roles

Organization	Role	Years	Strategic Impact
NIKE, Inc.	EVP, Global Sports Marketing	Oct 2024–present	Leads global athlete, league, and federation portfolio; integrates athletes across innovation, product, and storytelling
NIKE, Inc.	EVP, Chief Legal Officer	Through Oct 2024	Senior leadership, legal stewardship and SLT member; succession enabled legal-to-sports marketing shift
NIKE, Inc.	Vice President, Corporate Secretary & Chief Compliance/Ethics Officer	Referenced 2018, 2021	Governance, ethics and compliance leadership; corporate secretary responsibilities supporting Board processes

External Roles

No public external directorships or committee roles disclosed in NIKE filings or the appointment release .

Fixed Compensation

Component	FY 2025	Notes
Base Salary ($)	1,100,000	Set by Compensation Committee; unchanged vs FY2024 for non-promoted NEOs
Target Bonus (% of Salary)	120%	Under NIKE Executive Performance Sharing Plan (PSP)
Actual Bonus Paid ($)	0	PSP payout 0% (Adjusted Revenue and Adjusted EBIT both below threshold)
All Other Compensation ($)	37,914	Includes 401(k) match, financial advisory services, spousal travel to Company function, merchandise

Performance Compensation

Incentive Type	Metric	Weighting	FY 2025 Target	FY 2025 Actual	Payout	Vesting / Term
Annual PSP (cash)	Adjusted Revenue	50%	Not disclosed (set ~3% below FY2024 actual revenue)	$46.4B	0%	Earned over FY; pays after year-end
Annual PSP (cash)	Adjusted EBIT	50%	Not disclosed (set ~8% below FY2024 actual EBIT)	$3.5B	0%	Earned over FY; pays after year-end
PSUs (FY2025–2027)	Relative TSR (vs S&P 500) + People & Planet modifier	100% metric; ±20 pp modifier	55th percentile = 100%; capped at 100% if Absolute TSR < 0	In progress	0–200% potential (subject to cap/modifier)	3-year performance (Sep 1, 2024–Aug 31, 2027); vests Sep 1, 2027
PSUs (FY2023–2025 results)	Relative TSR	100%	25th percentile threshold = 25%	4th percentile	0%	3-year performance concluded FY2025
Stock Options (FY2025 awards)	NIKE Class B price appreciation	—	Exercise price at grant; Black‑Scholes sizing	Options had no intrinsic value at FY end for non‑CEO NEOs (incl. Miller)	N/A (value only if stock rises)	4 equal annual installments; service-based vesting
RSUs (FY2025 awards)	NIKE Class B price	—	Grant date value	Vests over time	N/A	4 equal annual installments; dividend equivalents paid only upon vesting

Long‑Term Incentive Grant Values (FY 2025)

Component	Target Value ($)	Grant Mix / Mechanics
Total LTI	5,500,000	Committee set; consistent with cohort approach
PSUs (50%)	2,750,000	Relative TSR metric; 3‑year performance; People & Planet modifier
Stock Options (35%)	1,925,000	4‑year annual vesting; exercise price at grant; Black‑Scholes sizing
RSUs (15%)	825,000	4‑year annual vesting; dividend equivalents at vesting

Transition/Retention Awards

Award	Grant Value	Terms
NEO Retention Equity (non‑CEO)	3,000,000	Cliff vests Sep 18, 2026; 50% requires continuous service; 50% requires 30‑consecutive trading day average price ≥ $100 (objective stock‑price hurdle)

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (Class B)	148,689 shares as of June 30, 2025
Ownership Guidelines	3× base salary for executive officers; 5‑year compliance window; excludes unvested PSUs and all options
Guideline Compliance	CEO and all other executive officers (including NEOs) have met or are on track to meet guidelines as of May 31, 2025
Hedging/Pledging	Hedging and short sales prohibited; pledging requires pre‑approval by Chair/CEO with safeguards and reporting
Options In‑the‑Money Status	Non‑CEO NEO stock options had no intrinsic value at FY2025 year‑end (May 31, 2025)

Employment Terms

Employment status: At‑will; NIKE generally has no fixed‑term employment contracts for NEOs unless explicitly noted (Ann Miller is not listed in exceptions) .
Non‑compete: NEOs agree to non‑competition; Company provides monthly payments during the post‑termination restriction period to support enforceability .
Change‑in‑control: Only double‑trigger acceleration for PSUs, RSUs, and options; PSP does not accelerate; no cash‑based change‑in‑control benefits; no excise tax gross‑ups .
Clawback: SEC/NYSE‑compliant policy recovers erroneously awarded incentive compensation for three fiscal years after required restatement; additional standalone clawbacks for misconduct and covenant breaches .
Insider trading policy: Trading blackouts, pre‑clearance, and careful timing practices; equity grants aligned to Sep 1 annual cycle for executives starting FY2025 .

FY 2025 Summary Compensation (Reported)

Component	FY 2025 ($)
Salary	1,100,000
Stock Awards (RSUs/PSUs grant‑date fair value)	6,937,464
Option Awards (grant‑date fair value)	2,095,533
Non‑Equity Incentive (PSP)	0
All Other Compensation	37,914
Total	10,170,911

Governance, Peer Group, and Say‑on‑Pay Context

Say‑on‑pay approval: 83% support at 2024 AGM (committee interpreted as affirmation of program) .
Award design evolution: Long‑term award mix moved to 50% PSUs beginning FY2024 to increase performance‑based equity .
Compensation peer group (FY2025): Best Buy, Cisco, Coca‑Cola, Kimberly‑Clark, Lowe’s, McDonald’s, Microsoft, Mondelez, Netflix, PepsiCo, Procter & Gamble, Salesforce, Starbucks, Target, Walmart, Disney; NIKE at 50th percentile revenue and 43rd percentile market cap vs peers when set .

Compensation Structure Analysis

High at‑risk equity mix (PSUs/options/RSUs) and zero PSP/PSU payouts reinforce pay‑for‑performance discipline amid underperformance (Adjusted Revenue $46.4B, Adjusted EBIT $3.5B; Relative TSR 4th percentile) .
Retention equity introduces a binary $100 stock‑price hurdle by Sep 18, 2026—creating potential near‑term selling/vesting pressure if achieved; 50% still service‑based to balance retention .
Double‑trigger CIC terms and robust clawbacks limit windfalls and strengthen alignment with long‑term value .

Risk Indicators & Red Flags

0% payouts for both FY2025 PSP and FY2023–2025 PSUs signal execution risk and heightened performance accountability for senior leaders, including Miller .
Stock‑price‑conditioned retention equity can concentrate vesting around Sep 18, 2026, potentially increasing insider selling pressure near that date if the $100 threshold is met .
Hedging ban and pledging pre‑approval mitigate misalignment risk; no pension/SERP and no CIC cash benefits reduce entrenchment concerns .

Investment Implications

Alignment: Miller’s equity‑heavy package (PSUs/options/RSUs) and 3× salary ownership guideline create strong long‑term alignment; current option unprofitability and recent 0% payouts reduce near‑term take‑home, enhancing performance focus .
Signals: Watch for progress on Relative TSR trajectory into the FY2025–2027 PSU window and any tracking toward the $100 thirty‑day average price by Sep 18, 2026; both could catalyze vesting and insider activity .
Retention/transition: At‑will status, non‑compete economics, and double‑trigger equity accelerate only upon both CIC and termination—limiting change‑in‑control arbitrage and supporting retention through uncertainty .
Governance support: Prior 83% say‑on‑pay and PSU mix increase indicate investor‑aligned program design; however, execution risk remains the key driver given zero payouts and Adjusted EBIT shortfall in FY2025 .