John Rogers, Jr.
NIKEAbout John Rogers, Jr.
Chairman, Co-CEO, and Chief Investment Officer of Ariel Investments, LLC; age 67; NIKE director since 2018; currently serves on the Corporate Responsibility, Sustainability & Governance Committee and is classified as an independent director under NYSE rules . He is a Princeton University alumnus (recipient of the Woodrow Wilson Award) and has long-standing public company board experience (The New York Times Company; Ryan Specialty Group Holdings, Inc.) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald’s Corporation | Director | May 2003 – May 2023 | Not disclosed |
| Exelon Corporation | Director | Oct 2000 – Apr 2019 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The New York Times Company | Director | Current | Not disclosed |
| Ryan Specialty Group Holdings, Inc. | Director | Current | Not disclosed |
| University of Chicago | Trustee | Current | Not disclosed |
| Barack Obama Foundation | Board of Directors | Current | Not disclosed |
| Robert F. Kennedy Human Rights | Board/Trustee | Current | Not disclosed |
| National Association of Basketball Coaches (NABC) Foundation, Inc. | Board/Trustee | Current | Not disclosed |
| Chicago Symphony Orchestra | Life Trustee | Current | Not disclosed |
Board Governance
- Independence: Determined independent; Board explicitly considered de minimis payments between NIKE and Ariel Investments (where Rogers is Chairman, Co-CEO, CIO) and found no material relationship; transactions significantly less than 1% of annual revenues, arm’s length, and no director involvement .
- Committee membership: Corporate Responsibility, Sustainability & Governance (CRSG); not a chair .
- Committee activity: CRSG met 4 times in FY’23 and 4 times in FY’24; FY’25 committee meeting count not disclosed .
- Attendance and Board meetings: FY’25 Board met 4 times; all incumbent directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Election class: Rogers is nominated for election by holders of Class B Common Stock .
2024 Shareholder Voting Signal (Class B ballot)
| Vote Category | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| John Rogers, Jr. | 512,180,764 | 340,862,000 | 123,095,933 |
Note: Rogers’ withheld votes were elevated versus other Class B directors (e.g., Robert Swan) in 2024, indicating investor scrutiny on Class B director nominees .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 100,000 | 100,000 |
| Stock Awards ($) | 190,770 | 190,305 |
| All Other Compensation ($) | — | 11,523 |
| Total ($) | 290,770 | 301,829 |
- Director program structure: Annual cash retainer $100,000; annual restricted stock award valued at $200,000; committee chair retainers ($25,000; $30,000 for Audit & Finance chair); Lead Independent Director retainer $40,000; Audit & Finance Committee member retainer $5,000; matching charitable contributions up to $20,000 annually .
- 2025 All Other Compensation includes matched charitable contributions and Company-related merchandise, travel, and 2024 Paris Olympics attendance for some directors; Rogers’ “All Other” includes such items .
Performance Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Annual Director Equity | Restricted stock; grant-date value $200,000; service-based vesting; forfeiture if service ends before next annual meeting/12 months | Restricted stock; grant-date value $200,000; service-based vesting; forfeiture if service ends before next annual meeting/12 months |
| Options Outstanding (Directors) | None | None |
| Performance Metrics tied to Director Compensation | Not disclosed/Not applicable (director awards are time-based RS) |
Other Directorships & Interlocks
| Relationship | Nature | Governance Note |
|---|---|---|
| Ariel Investments, LLC | Rogers is Chairman, Co-CEO, CIO | Board independence assessment considered de minimis payments between NIKE and Ariel; concluded not material; arm’s length; no director involvement |
| The New York Times Company | Rogers is a director | No competitive or supplier conflict disclosed |
| Ryan Specialty Group Holdings, Inc. | Rogers is a director | No competitive or supplier conflict disclosed |
Expertise & Qualifications
- Board skills matrix indicates Rogers brings CEO experience, financial expertise, and governance depth to NIKE’s Board .
- Biography underscores extensive investment management leadership and broad nonprofit governance exposure, supporting oversight of sustainability, reputation, and stakeholder engagement .
Equity Ownership
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial Ownership – Class B Shares (as disclosed) | — | 34,403 |
| Ownership as % of Class | — | — (not shown) |
| Unvested Restricted Stock – Shares | 1,981 (as of May 31, 2024) | 2,437 (as of May 31, 2025) |
| Pledged Shares | Not disclosed; pledging requires pre-approval by Chair/CEO per policy | |
| Hedging Policy | Prohibits directors from hedging/short sales; pre-approval required for pledging | |
| Director Ownership Guideline | Hold NIKE stock equal to 5x annual cash retainer; compliance within 5 years; directors met/are on track |
Recent Insider Trades (Form 4)
| Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2023-09-12 | Award (A) | 1,981 | 0.00 | 29,466 | https://www.sec.gov/Archives/edgar/data/320187/000112760223024168/0001127602-23-024168-index.htm |
| 2024-09-10 | Award (A) | 2,437 | 0.00 | 31,903 | https://www.sec.gov/Archives/edgar/data/320187/000112760224023778/0001127602-24-023778-index.htm |
| 2024-12-27 | Purchase (P) | 2,500 | 76.6498 | 34,403 | https://www.sec.gov/Archives/edgar/data/320187/000112760224030177/0001127602-24-030177-index.htm |
| 2025-09-09 | Award (A) | 2,619 | 0.00 | 37,022 | https://www.sec.gov/Archives/edgar/data/320187/000032018725000064/0000320187-25-000064-index.htm |
Governance Assessment
- Strengths: Independent director with deep financial expertise and CEO experience; serves on CRSG overseeing governance, sustainability, DEI, related-party transaction review, reputation, and board evaluations—strong alignment with investor-focused oversight . Director ownership guidelines (5x retainer) and anti-hedging/pledging controls enhance alignment and reduce risk of misaligned incentives .
- Alignment Signals: Regular receipt of time-based restricted stock (no options), sustained share ownership, and an open-market purchase in Dec 2024 at ~$76.65 (increasing stake to 34,403 shares) indicate skin-in-the-game and confidence (insider trade: https://www.sec.gov/Archives/edgar/data/320187/000112760224030177/0001127602-24-030177-index.htm).
- Watch Items/Red Flags: Elevated withheld votes on the 2024 Class B ballot for Rogers relative to other Class B nominees—signals investor scrutiny and potential expectation for enhanced engagement or responsiveness . De minimis payments involving Ariel Investments were reviewed and deemed not material; continued monitoring is prudent for perceived conflicts given Rogers’ role at Ariel, though NIKE’s CRSG reviews related party transactions and independence standards were met .
- Attendance/Engagement: FY’25 Board met 4 times; all incumbent directors met the ≥75% attendance threshold, and directors attended the 2024 annual meeting, supporting baseline engagement .
Overall, Rogers contributes capital markets and governance acumen to NIKE’s Board with clear independence safeguards and alignment policies; investor withholds in 2024 warrant continued engagement focus to reinforce investor confidence and address perceived concerns .