Elliott Hill

About Elliott Hill

Elliott Hill, age 61, is NIKE’s President & Chief Executive Officer and a director since 2024; he joined the Board upon his CEO appointment on October 14, 2024 and serves on the Board’s Executive Committee (not independent under NYSE rules) . Hill spent 1988–2020 at NIKE in senior commercial roles across Europe and North America, culminating as President, Consumer & Marketplace; he brings deep global retail, brand/marketing, HR/talent, financial, and governance expertise . NIKE’s FY2025 Annual Cash Incentive Plan (PSP) paid 0% (Adjusted Revenue and Adjusted EBIT both below threshold), and the FY2023–2025 PSU cycle also paid 0% on 4th percentile Relative TSR, underscoring the performance reset facing the new CEO . CEO target pay is 93% at-risk (PSP, PSUs, options, RSUs), closely tying Hill’s realizable pay to performance and NIKE’s stock price .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Cash Incentive (PSP) – FY2025

Notes: Two equally weighted metrics; single-year performance period; Committee can exercise discretion; FY2025 targets were set below FY2024 given macro environment .

Long-Term Incentive Awards – FY2025 Grants (CEO mix and specifics)

Cycle performance note: The prior three-year PSU cycle (FY2023–2025) paid 0% at the 4th percentile Relative TSR; People & Planet modifier did not apply .

Equity Ownership & Alignment

Beneficial Ownership (as of June 30, 2025)

Note: Table omits percent if <0.1%; unvested RSUs/PSUs and unexercisable options generally are excluded from “beneficial ownership” unless acquirable within 60 days .

Outstanding and Unvested Equity (as of May 31, 2025)

Ownership policies:

• CEO stock ownership guideline: 8x base salary; new execs must achieve within 5 years; as of May 31, 2025, CEO and other execs had met or were on track to meet their guideline within the required period .
• Hedging prohibited; pledging requires pre-approval considering size, foreclosure risk, and reporting controls .

Insider selling pressure watch-outs: RSU vesting dates (9/1/2025, 10/14/2025–10/15/2027) and annual option vesting tranches can drive Form 4 share withholdings/sales for taxes/liquidity; FY2025 options were underwater at $60.59 vs $81.60 strike, reducing near-term exercise-driven selling .

Employment Terms

• Start date and role: Appointed President & CEO on Oct 14, 2024; elected to the Board in connection with appointment .
• Offer letter (Sep 19, 2024): $1.5M base salary; target PSP 200% of base (prorated for FY2025); annual LTI target $15.5M (50% PSUs/35% options/15% RSUs); $4M one-time cash; $3M sign-on RSUs vesting over 3 years; repayment of $4M if resigns within two years or non-compete prevents service at NIKE .
• Clawbacks and policies: Company-wide clawback policy and standalone clawback provisions; no option repricing; no excise tax gross-ups on change in control; no hedging; no dividend equivalents on PSUs/RSUs until vest .
• Non-compete: Entered into NIKE non-competition agreement as part of standard senior executive arrangements .
• Severance (illustrative): For an involuntary termination without cause that is not a divestiture or RIF, aggregate value shown as $1,856,175 (as of 5/31/2025); Hill is retirement-vesting eligible under equity awards .
• Change-in-control: PSP does not accelerate; PSUs/options/RSUs accelerate only with “double trigger” (CIC plus termination or awards not assumed within two years) .

Board Governance

• Director since 2024; Committee: Executive; Not independent due to CEO employment .
• Board attendance: During FY2025, the Board held four meetings; all incumbent directors attended ≥75% of Board/committee meetings .
• Dual-role implications: Executive Chairman role is separate (Mark Parker); CEO-director not independent, but Board maintains independence among other directors and uses standard governance practices (e.g., committee structure, engagement) to mitigate concentration of power .

Deferred Compensation (DCP) – FY2025

Compensation Structure Analysis

• 93% of CEO target compensation is at risk (cash PSP + equity), emphasizing performance leverage; FY2025 PSP paid 0% and FY2023–2025 PSUs earned 0% on Relative TSR, signaling strong linkage and reset conditions for the new CEO’s tenure .
• FY2025 CEO LTI mix favors performance equity (50% PSUs) with additional leverage via options (35%), while time-vest RSUs (15%) plus sign-on RSUs support retention; annual PSUs include TSR cap if absolute TSR is negative and a People & Planet modifier to balance financial and ESG outcomes .
• No excise tax gross-ups on CIC; no option repricing; clawback policy in place; relocation-related tax gross-ups applied under standard policy, with Hill receiving $31,993 in FY2025 .

Investment Implications

• Incentive leverage is high and near-term cash incentives are sensitive to revenue and EBIT: FY2025 PSP paid 0%, and FY2023–2025 PSUs paid 0% on 4th percentile Relative TSR, suggesting upside to realizable pay only if Hill’s turnaround drives sustained revenue reacceleration and margin recovery .
• Underwater FY2025 option grants (strike $81.60 vs $60.59 year-end price) limit immediate exercise-related selling, but recurring RSU vesting tranches (9/1/2025–2028; 10/14/2025–10/15/2027) can create periodic supply and Form 4 activity; monitor vest dates and blackout windows for trading flow signals .
• Alignment structures are solid (8x salary ownership guideline; hedging prohibited; pledging restricted with pre-approval), and Hill is on track to meet guidelines within the five-year window, supporting long-term alignment and reducing agency risk .
• Employment protections are standard (double-trigger CIC, non-compete, clawbacks) with modest severance reference value ($1.86M) and a two-year clawback on the $4M sign-on if he departs, lowering near-term resignation risk but increasing accountability to performance milestones .

Appendix: Key FY2025 Compensation Disclosure

Summary Compensation (FY2025)