Mark Parker
NIKEAbout Mark Parker
Mark Parker is Executive Chairman of Nike’s Board of Directors. He is 69, has served as a director since 2006, and previously served as President & CEO from 2006 to January 2020. A 40+ year Nike veteran, his background spans product research, design and development, marketing, and brand management. He is not an independent director under NYSE rules because he is employed by the company. He previously served on The Walt Disney Company board from January 2016 to January 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nike, Inc. | Executive Chairman of the Board | Current | Chairs Executive Committee |
| Nike, Inc. | President & CEO | 2006 – Jan 2020 | Led global transformation and brand strategy; core operating leadership credentials |
| Nike, Inc. | President, Nike Brand | 2001 – 2006 | Brand leadership |
| Nike, Inc. | VP, Global Footwear | 1998 – 2001 | Product leadership |
| Nike, Inc. | General Manager | 1993 – 1998 | Operations leadership |
| Nike, Inc. | Corporate Vice President | 1989 – 1993 | Corporate leadership |
| Nike, Inc. | Divisional VP, Product Development | 1987 – 1989 | Product development leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company | Director | Jan 2016 – Jan 2025 | Board service (committees not specified here) |
| Public company boards (current) | — | — | None |
Board Governance
- Independence: Not independent (employed by the Company). Committee assignment: Executive Committee (Chair) .
- Board leadership: Nike separates Chair and CEO; Executive Chairman (Parker) presides over Board; Lead Independent Director role in place when Chair is not independent; Timothy Cook re-appointed Lead Independent Director for 3 years in June 2025 .
- Attendance and engagement: The Board held four meetings in fiscal 2025; all incumbent directors attended at least 75% of Board and committee meetings; all directors then-serving attended the 2024 annual meeting .
- Executive sessions: Non-management directors hold executive sessions at least annually; presiding director rotates among independent committee chairs in the absence of the Lead Independent Director .
Fixed Compensation
| Component | FY2025 Amount/Status | Notes |
|---|---|---|
| Director cash retainer | $0 | None of Mr. Hill, Mr. Parker, or Mr. Donahoe received any additional compensation for director services in FY2025 . |
| Director equity (annual) | $0 | No additional compensation for services as a director (non-employee director program summarized below) . |
| Non-employee director program (context) | $100,000 cash retainer; $200,000 annual restricted stock; chair retainers $25,000 ($30,000 Audit); Lead Independent Director $40,000; $5,000 Audit member retainer | Applies to non-employee directors; Parker is an employee director and does not receive these fees . |
Performance Compensation
- Mark Parker’s employee compensation as Executive Chairman is not disclosed in the FY2025 NEO tables; he is not listed among NEOs for FY2025, so no Parker-specific base salary/bonus/award details are provided in the proxy .
- Company executive incentive design (context for pay-for-performance):
- Annual PSP metrics: Adjusted Revenue (50%) and Adjusted EBIT (50%); payouts 0%–200% of target. FY2025 result: 0% payout (both metrics below threshold) .
- Long-term PSUs: 3-year Relative TSR with a cap at 100% if Absolute TSR is negative; FY2023–2025 PSU payout 0% (Relative TSR at 4th percentile); People & Planet modifier did not apply .
| FY2025 Annual PSP Metrics (Company Program) | Weight | Threshold | Target | Maximum | FY2025 Earnout |
|---|---|---|---|---|---|
| Adjusted Revenue | 50% | Below threshold | Set by Committee | Set by Committee | 0% |
| Adjusted EBIT | 50% | Below threshold | Set by Committee | Set by Committee | 0% |
Note: Table reflects NEO program metrics/payouts; Mark Parker was not an FY2025 NEO .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public company boards | The Walt Disney Company (2016–2025) |
| Interlocks/conflicts considered by Board | Board disclosed and deemed immaterial relationships for other directors (Apple, Stanford, Ariel) under <1% revenue thresholds; none cited for Parker in independence review . |
Expertise & Qualifications
- CEO experience; brand/marketing; global; media/entertainment; HR/talent; financial expertise; governance. Nike tenure since 1979 across product, design, development, marketing, and brand management .
Equity Ownership
| Holder | Class | Beneficial Shares | % of Class | As of |
|---|---|---|---|---|
| Mark Parker | Class B | 2,196,333 | 0.2% | June 30, 2025 |
- Director stock ownership guidelines (non-employee directors): 5x annual cash retainer; new directors to meet within 5 years; directors met/on track. As an employee director, Parker does not receive non-employee director fees; executive officer ownership guidelines are 8x base salary for CEO and 3x for other executive officers (company policy) .
- Hedging/pledging: Hedging and short sales are prohibited; pledging requires pre-approval with risk safeguards (policy applies to directors and executive officers) .
Related-Party Transactions and Conflicts
- Related-person transaction: Mark Parker’s son, Matthew Parker, was employed by Nike in FY2025 in a non-executive role; aggregate compensation approximately $127,000. The Corporate Responsibility, Sustainability & Governance Committee oversees related-person transactions under written policy; transactions must be fair or in the Company’s interest to be approved/ratified .
- Chairman Emeritus compensation (context): Philip Knight received $500,000 salary and medical/dental benefits in FY2025 as Chairman Emeritus; Parker is not involved in this arrangement but it reflects founder-family influence on governance dynamics .
- Section 16 compliance: All required insider reports timely filed in FY2025 (no delinquencies reported) .
- Hedging/pledging policy noted above; no individualized disclosure of pledges by Parker in the proxy .
Compensation Committee and Say-on-Pay Signals
- Compensation Committee: Timothy Cook, Cathleen Benko, Mónica Gil; all independent; no interlocks disclosed .
- Say-on-Pay: 83% approval at the 2024 annual meeting; committee cites ongoing shareholder engagement and clawback policies as governance practices .
Governance Assessment
- Strengths:
- Deep operating and brand expertise; long-tenured leader with institutional knowledge; Executive Chairman separates Board leadership from CEO role .
- Lead Independent Director with robust assigned duties provides counterbalance to non-independent chair; executive sessions of non-management directors occur at least annually .
- Formal insider trading, hedging, and pledging policies; clawback provisions for executive compensation; double-trigger change-in-control vesting on equity awards (no single-trigger) .
- Section 16 compliance with no delinquencies reported in FY2025 .
- Risks / RED FLAGS:
- Non-independent Executive Chairman and Chair of Executive Committee concentrate influence; requires strong Lead Independent Director oversight to mitigate .
- Related-person employment of immediate family member (son) represents a potential conflict; committee oversight and modest compensation are mitigating factors, but continued monitoring warranted .
- Broader pay-for-performance pressure: FY2025 annual cash incentive and FY2023–2025 PSU cycles paid 0% for NEOs, reflecting challenging results and elevating investor scrutiny of leadership effectiveness across the enterprise (contextual to Board oversight) .
- Overall: Governance framework includes counterbalances (Lead Independent Director, independent committees, policies), but Parker’s non-independence and Executive Committee chair role elevate the importance of rigorous independent director oversight and transparent related-party review processes .