Craig Williams

About 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.