Craig Williams
NIKEAbout Craig Williams
Craig Williams, 56, is Executive Vice President and Chief Commercial Officer of NIKE, Inc., a role he has held since June 2025. He joined NIKE in 2019 and previously led Geographies & Marketplace and served as President of Jordan Brand; earlier experience includes executive roles at The Coca‑Cola Company, roles at CIBA Vision (Novartis), Kraft Foods, and five years as a U.S. Navy Naval Nuclear Power Officer . Company performance metrics affecting his pay include: fiscal 2025 Performance Sharing Plan (PSP) results of 0% as Adjusted Revenue ($46.4B) and Adjusted EBIT ($3.5B) were below threshold , and fiscal 2023–2025 Relative TSR at the 4th percentile led to a 0% PSU payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NIKE, Inc. | EVP, Chief Commercial Officer | Since Jun 2025 | Leads four geographic operating units, global direct-to-consumer, and wholesale marketplace partnerships . |
| NIKE, Inc. | President, Geographies & Marketplace | Prior to Jun 2025 | Oversaw global commercial/marketplace execution across geographies . |
| NIKE, Inc. | President, Jordan Brand | Prior to Jun 2025 | Led global Jordan Brand product development, marketing and geography leaders . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Coca‑Cola Company | Executive leadership roles | Prior to 2019 | Brand and commercial leadership in global consumer products . |
| CIBA Vision (Novartis) | Roles in consumer healthcare | Prior to 2019 | Cross‑functional consumer/healthcare operating experience . |
| Kraft Foods Inc. | Roles in consumer packaged goods | Prior to 2019 | Brand/operations experience in global CPG . |
| U.S. Navy | Naval Nuclear Power Officer | Prior to private sector | Technical/operations leadership foundation . |
Fixed Compensation
| Item | FY2025 | Notes |
|---|---|---|
| Base Salary | $1,250,000 | Unchanged vs FY2024 (0% change) . |
| PSP Target (as % of Salary) | 120% | Company‑wide PSP; equal weighting on Adjusted Revenue and Adjusted EBIT . |
| PSP Actual Payout | 0% | Adjusted Revenue $46.4B and Adjusted EBIT $3.5B both earned 0% . |
| All Other Compensation | $17,250 | 401(k) match (no additional perquisites disclosed for Williams) . |
Performance Compensation
Annual Incentive (PSP) – FY2025 Goals and Outcome
| Metric (Weight) | Threshold | Target | Maximum | Actual | Earnout |
|---|---|---|---|---|---|
| Adjusted Revenue (50%) | Not disclosed | Not disclosed | Not disclosed | $46.4B | 0% |
| Adjusted EBIT (50%) | Not disclosed | Not disclosed | Not disclosed | $3.5B | 0% |
| Total PSP Payout | 0% |
Notes:
- Both metrics were measured over a one‑year period; the Committee set targets below FY2024 actuals given the environment; thresholds were not achieved .
Long‑Term Incentive (LTI) – FY2025 Structure and Grants
| Component | Target Value | Mechanism | Vesting/Performance |
|---|---|---|---|
| PSUs (50%) | $4,000,000 | Relative TSR vs S&P 500; 0–200% payout; People & Planet +/-20% modifier; capped at 100% if Absolute TSR negative . | 3‑year performance period (Sep 1, 2024–Aug 31, 2027); vests 9/1/2027 if earned . |
| Stock Options (35%) | $2,800,000 | 10‑year options; strike = grant date close . | Vest 25% annually over 4 years (note 1) . |
| RSUs (15%) | $1,200,000 | Time‑based RSUs . | Vest in equal annual installments over 4 years for FY2025 grants . |
Grant details (FY2025):
- PSUs: Threshold 12,502; Target 50,007; Maximum 100,014 units .
- RSUs: 15,002 units .
- Stock Options: 117,549 options at $83.32 exercise price (grant 9/1/2024) .
One‑Time Retention Award (Granted FY2025)
| Executive | Target Grant Value | Vesting | Performance Condition |
|---|---|---|---|
| Craig Williams | $6,000,000 | Cliff vests on Sep 18, 2026 | 50% based on continuous service; 50% contingent on 30‑day average stock price reaching $100.00 on or before Sep 18, 2026 (0% below target; 100% at/above target) . |
PSU Performance History
| PSU Cycle | Metric | Result | Payout |
|---|---|---|---|
| FY2023–FY2025 | Relative TSR vs S&P 500 with People & Planet modifier | 4th percentile (below threshold); modifier not applicable | 0% |
Equity Ownership & Alignment
Beneficial Ownership and Ownership Guidelines
- Beneficial ownership: 276,937 Class B shares as of June 30, 2025 .
- Executive stock ownership guideline: 3x base salary for executive officers; executives have met or are on track to meet within five years; unvested PSUs and all options excluded from calculation .
- Hedging prohibited; pledging requires pre‑approval by Chair/CEO. No pledges by Mr. Williams are disclosed in stock ownership tables .
Outstanding Equity Awards (as of FY2025 year‑end)
| Type | Quantity/Terms | Notes |
|---|---|---|
| Unvested RSUs | 75,222 units; value $4,557,701 | Time‑based vesting (FY2025 grants: 4‑year schedule) . |
| Unearned PSUs | 58,590 target units; value $3,549,968 | 3‑year performance PSU cycles outstanding . |
| Options – Exercisable | 30,355 @ $82.36 exp. 2/10/2029; 36,095 @ $83.12 exp. 8/1/2029; 30,760 @ $97.61 exp. 8/1/2030; 23,565 @ $167.51 exp. 8/1/2031 | Strike and expirations per award lot . |
| Options – Unexercisable | 7,855 @ $167.51 exp. 8/1/2031; 18,932 @ $114.30 exp. 8/1/2032; 62,057 @ $109.40 exp. 8/1/2033; 117,549 @ $83.32 exp. 9/1/2034 | Vests 25% annually over four years (note 1). |
Trading/pressure context:
- NIKE Class B closed at $60.59 on May 30, 2025; all listed option strikes exceed this level, implying no intrinsic value as of FY2025 year‑end .
- A potential liquidity event is the $6.0M retention equity cliff vest on Sep 18, 2026 (50% service‑based; 50% tied to sustained $100 stock price), which could concentrate vest‑related supply around that date if the price condition is achieved .
Deferred Compensation (DCP) – FY2025
| Item | Amount |
|---|---|
| Executive Contributions | $960,289 |
| Aggregate Earnings | $184,520 |
| Aggregate Balance (May 31, 2025) | $2,229,257 |
Employment Terms
- Employment status: At‑will; NIKE generally does not use employment contracts for NEOs (except as otherwise disclosed for specific executives) .
- Non‑compete: NEOs agree to non‑competition covenants; NIKE provides monthly payments during the non‑compete period post‑termination (amounts not disclosed here) .
- Change‑in‑Control (CIC): Equity awards use double‑trigger vesting (CIC plus termination or failure to assume) . Under the current stock plan, upon a CIC Qualifying Termination, time‑based awards vest and performance awards are paid at the greater of target or actual performance through the CIC date (Committee discretion) .
- Clawback: Company‑wide Dodd‑Frank compliant clawback for erroneously awarded incentive compensation over 3 prior fiscal years upon an accounting restatement; standalone clawbacks also apply to misconduct and restrictive covenant breaches .
- Tax gross‑ups: No excise tax gross‑ups upon CIC; no perquisite gross‑ups other than standard relocation policy .
- No cash‑based CIC severance benefits under equity plans; PSP does not accelerate on CIC .
Compensation Structure Analysis
- Mix and risk: For FY2025, non‑CEO NEOs’ target total direct compensation is 73% long‑term (PSUs 50%, Options 35%, RSUs 15%), reinforcing at‑risk pay .
- Year‑over‑year: Williams’ FY2025 base salary remained $1.25M (0% change); LTI target value $8.0M was unchanged vs FY2024 .
- Plan rigor/outcomes: FY2025 PSP used equal weights on Adjusted Revenue and Adjusted EBIT; both earned 0% as company performance fell below thresholds . FY2023–2025 PSUs paid 0% on 4th percentile Relative TSR; PSU framework includes a cap when Absolute TSR is negative and a People & Planet modifier for human capital and sustainability .
- Governance features: Double‑trigger CIC, robust clawback, ownership guidelines, hedging prohibitions, no repricing of options, no CIC cash benefits .
Say‑on‑Pay, Shareholder Feedback, and Peer Group
- Say‑on‑pay: FY2024 approval ~83%; Committee cited support for pay‑for‑performance approach .
- Peer group used for FY2025 decisions included Best Buy, Cisco, Coca‑Cola, Kimberly‑Clark, Lowe’s, McDonald’s, Microsoft, Mondelez, Netflix, PepsiCo, Procter & Gamble, Salesforce, Starbucks, Target, TJX, Walmart, Disney; Committee aims for competitive pay around market median, not fixed percentiles .
- Stock price context used by Company for disclosures: $60.59 per share as of May 30, 2025 .
Investment Implications
- Pay alignment: Zero payouts for both FY2025 PSP and FY2023–2025 PSUs indicate high performance sensitivity; equity mix tilted to PSUs increases alignment but raises retention risk if stock underperforms .
- Supply overhang: Large unvested RSUs (75,222) and multiple option tranches plus a $6.0M cliff retention award on Sep 18, 2026 (half service‑based; half price‑based at $100) could concentrate vest‑related supply if price conditions are met; near‑term option exercises unlikely while the stock trades below major strike prices ($83–$168) .
- Tenure/role scope: As CCO since June 2025, Williams directly influences commercial execution across DTC and wholesale; incentive frameworks emphasize TSR and profitability, suggesting future realized pay will track multi‑year value creation rather than short‑term sales only .
- Governance protections: Double‑trigger CIC, robust clawback, anti‑hedging/pledging controls, and ownership guidelines mitigate misalignment and downside governance risk .
Sources: NIKE, Inc. DEF 14A (Jul 17, 2025) and FY2025 Form 10-K; NIKE, Inc. 8‑K (Sep 11, 2025) for stock plan mechanics.