Maria Henry
NIKEAbout Maria Henry
Maria Henry, age 58, is an independent director of NIKE, Inc. (NKE) serving since 2023, with deep CFO experience across consumer staples and PE portfolio companies and early-career training at General Electric . She currently serves on NIKE’s Audit & Finance Committee and is designated an “audit committee financial expert” by the Board . The Board affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kimberly-Clark Corporation | Chief Financial Officer; later EVP & Senior Advisor | CFO 2015–2022; Advisor Apr 2022–Sep 2022 | Led finance at a global CPG company; public-company CFO experience |
| Hillshire Brands (Sara Lee) | EVP & CFO; CFO, North America Retail & Foodservice | 2012–2014; 2011–2012 | Large-scale carve-out and operating finance leadership |
| Clayton, Dubilier & Rice portfolio cos. (incl. Culligan International) | EVP & CFO | Prior to 2011 | PE portfolio finance/strategy leadership |
| General Electric | Finance roles | Early career | Foundational finance training |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | Director | Current | Public company board oversight (consumer staples) |
| NextEra Energy, Inc. | Director | Current | Public company board oversight (utilities/energy) |
| Kimberly-Clark de México | Director | Feb 2016–Mar 2022 | Cross-border board experience in CPG |
Board Governance
- Committee assignment: Audit & Finance Committee; meetings in FY2025: 12; Henry and Swan are “audit committee financial experts” .
- Independence: Board determined Henry is independent; categorical thresholds applied; no material relationships identified for her .
- Attendance: In FY2025 the Board held four meetings; all incumbent directors attended at least 75% of Board and relevant committee meetings; all directors then-serving attended the 2024 annual meeting .
- Audit & Finance remit includes oversight of financial reporting integrity, internal controls, capital deployment, cybersecurity/data protection, compliance, and risk management processes .
- Audit & Finance Committee Report: Recommended inclusion of audited financial statements in NIKE’s 10-K; members: Maria Henry, Peter Henry, Robert Swan (Chair) .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Annual Cash Retainer ($) | $100,000 | $100,000 |
| Audit & Finance Committee Member Retainer ($) | $5,000 | $5,000 |
| Lead/Chair Retainers ($) | None disclosed for Henry | None disclosed for Henry |
| Fees Earned or Paid in Cash ($) | $105,000 | $105,000 |
| All Other Compensation ($) | $20,000 (charitable match) | $20,000 (charitable match) |
| Total Cash + Other ($) | $125,000 | $125,000 |
Program terms (FY2025): Non-employee directors receive $100,000 annual cash retainer; $5,000 additional annual retainer for Audit & Finance Committee members; chair retainers: $25,000 ($30,000 for Audit & Finance Chair); Lead Independent Director retainer: $40,000; Matching Gift Program up to $20,000 per year .
Performance Compensation
| Equity Element | FY 2024 | FY 2025 |
|---|---|---|
| Annual Restricted Stock Award ($) | $200,000 (plus $200,000 sign-on RS upon appointment) | $200,000 |
| Stock Awards (Grant-date Fair Value) ($) | $370,050 (sign-on + annual) | $190,305 |
| Unvested Restricted Shares Outstanding (as of period-end) | 3,711 (as of May 31, 2024) | 2,437 (as of May 31, 2025) |
| Vesting/Forfeiture Terms | Awards generally forfeited if service terminates prior to the earlier of next annual meeting or 12 months from grant date; grant size based on 20-day average closing price | Same structure; annual grant generally on annual meeting date; grant size based on 20-day average closing price |
Notes: Director equity is time-vested RS; directors do not receive options or performance-linked equity. Dividend equivalents are not specified for director RS in proxy; vesting/forfeiture per program summaries above .
Other Directorships & Interlocks
- Current public boards: General Mills; NextEra Energy .
- The Board confirms compliance with overboarding policy for all nominees, implying Henry is within limits .
- Related-party/transactions: Upon appointment, NIKE disclosed there are no related party transactions between the Company and Ms. Henry; she participates in standard director compensation program .
Expertise & Qualifications
- Skills matrix lists Henry with Retail Industry, Global, Financial Expertise, Digital/Technology, Governance .
- Formally designated “audit committee financial expert” .
- Prior large-cap CFO roles provide capital markets, controllership, and transformation experience (beneficial for NIKE’s risk oversight and financial integrity) .
Equity Ownership
| Ownership Item | FY 2023 | FY 2025 |
|---|---|---|
| Beneficial Ownership – Class B Shares | 1,730 (as of June 30, 2023) | 6,148 (as of June 30, 2025) |
| Unvested Restricted Shares | 3,711 (as of May 31, 2024) | 2,437 (as of May 31, 2025) |
| Director Stock Ownership Guideline | 5× annual cash retainer; each director has met or is on track to meet within five years |
Policy safeguards: NIKE prohibits hedging/monetization/short sales; pledging requires pre-approval by Chair/CEO with specific risk checks; no specific pledges are disclosed for Henry .
Governance Assessment
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Strengths
- Independence affirmed; no related-party ties; audit financial expert designation enhances the committee’s capability .
- High engagement: Audit & Finance held 12 meetings; Board-wide attendance ≥75%; she serves on NIKE’s most risk-intensive committee with cybersecurity oversight .
- Alignment: Increasing beneficial ownership from 1,730 to 6,148 shares; time-vested RS grants and 5× retainer ownership guideline support long-term alignment .
- Compensation mix is modest and standard: $105k cash fees plus $200k annual RS; no options or performance pay that could skew risk appetite .
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Potential risks/considerations
- Multiple outside boards (General Mills, NextEra Energy) increase time commitments, though NIKE states all nominees comply with overboarding policy .
- No explicit per-director disclosure of ownership guideline compliance status; company-level statement indicates “met or on track,” but specific timing for Henry isn’t provided .
- As Audit & Finance member, heightened responsibility for financial reporting and cyber/data risk; continued monitoring of committee workload/attendance warranted .
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Red flags observed: None disclosed specific to Maria Henry (no related-party transactions, no hedging/pledging disclosures, no attendance deficiency) .