Matthew Friend
Executive Vice President and Chief Financial Officer at NIKE
Executive
About Matthew Friend
Matthew Friend is Executive Vice President and Chief Financial Officer of NIKE, Inc., leading Finance, Strategy and Business Services (including Demand & Supply Planning, Procurement, and Global Places & Services). He joined Nike in 2009, became CFO on April 1, 2020, and previously served as CFO of Emerging Markets, Global Categories/Product/Functions, and the Nike Brand, as well as VP of Investor Relations. He holds a B.S. in Business Administration from UC Berkeley and earlier worked in investment banking/M&A at Goldman Sachs and Morgan Stanley .
Performance context: NIKE’s FY2025 annual cash incentive (PSP) paid 0% as Adjusted Revenue ($46.4B) and Adjusted EBIT ($3.5B) missed threshold; FY2023–2025 PSUs also paid 0% with Relative TSR at the 4th percentile versus the S&P 500 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NIKE, Inc. | EVP & CFO | 2020–present | Senior finance leader; drives value creation across finance and operations . |
| NIKE, Inc. | CFO, Nike Brand; CFO Global Brands & Functions | 2014–2019+ | Stewarded brand P&L, cross-functional financial leadership; added VP Investor Relations in 2019 . |
| NIKE, Inc. | CFO Emerging Markets | 2011–2014 | Led finance across Latin America, Africa and much of Asia; growth market execution . |
| NIKE, Inc. | Sr Director, Corporate Strategy & Development | 2009–2011 | Managed global strategic planning and M&A pipeline . |
| Goldman Sachs; Morgan Stanley | VP Investment Banking/M&A | Pre-2009 | Advised transactions across media, telecom, tech; financial expertise . |
External Roles
| Organization | Role | Years | Committees / Notes |
|---|---|---|---|
| United Airlines Holdings, Inc. | Director | 2021–present | Audit, Compensation, Finance committees; designated “Financial Expert” . |
Fixed Compensation
Multi-year compensation (USD) from NIKE’s Summary Compensation Table:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | $1,221,154 | $1,298,077 | $1,250,000 |
| Bonus | — | — | — |
| Stock Awards (RSUs/PSUs grant-date value) | $4,080,045 | $5,221,473 | $9,788,426 |
| Option Awards (grant-date value) | $2,415,790 | $2,878,629 | $3,048,046 |
| Non-Equity Incentive (PSP/LTIP) | $2,425,000 | $975,000 | — (0% payout) |
| All Other Compensation | $15,250 | $17,331 | $17,250 |
| Total | $10,157,239 | $10,390,510 | $14,103,722 |
Additional fixed targets:
- Base salary remained $1,250,000 in FY2025 (0% change vs FY2024) .
- PSP target: 120% of base salary (earnout 0% in FY2025) .
Performance Compensation
Long-term incentive targets (FY2025 grant mix and values):
| Component | Target Value | Vesting | Notes |
|---|---|---|---|
| PSUs (50%) | $4,000,000 | Cliff vest 9/1/2027 (FY2025–2027 cycle) | Metric: Relative TSR vs S&P 500; threshold 25% payout at 25th percentile; target 100% at 55th percentile; capped at 100% if Absolute TSR is negative; ±20pp People & Planet modifier if at/above threshold . |
| Stock Options (35%) | $2,800,000 | 25% per year over 4 years | Exercise price set at grant; value only if stock appreciates . |
| RSUs (15%) | $1,200,000 | 4-year pro-rata vesting (FY2025 grants) | Dividend equivalents paid only on vest . |
FY2025 annual cash incentive (PSP) metrics and outcome:
| Metric | Weight | Actual (FY2025) | Payout |
|---|---|---|---|
| Adjusted Revenue | 50% | $46.4B | 0% |
| Adjusted EBIT | 50% | $3.5B | 0% |
| PSP Total | — | — | 0% |
FY2023–FY2025 PSU outcome:
| PSU Cycle | Metric | Actual | Payout | Vest Date |
|---|---|---|---|---|
| FY2023–2025 | Relative TSR vs S&P 500 | 4th percentile | 0% | 8/1/2025 |
Retention equity (one-time FY2025 award):
| Grant | Value | Vesting Terms | Performance Condition |
|---|---|---|---|
| Retention equity (Friend) | $4,000,000 | Cliff vest 9/18/2026 | 50% based on continuous service; 50% paid only if 30-consecutive trading day average stock price reaches $100.00 before 9/18/2026; otherwise 0% for performance tranche . |
Equity Ownership & Alignment
Ownership, outstanding awards, and guidelines:
| Item | Detail |
|---|---|
| Beneficial ownership (Class B) | 356,116 shares as of June 30, 2025 . |
| Stock ownership guidelines | 3x base salary for executive officers; 5-year compliance period; excludes unvested PSUs and all options. As of May 31, 2025, executives met or are on track . |
| Hedging/pledging policy | Hedging/short sales prohibited; pledging requires pre-approval considering size, foreclosure risk, blackout protections, and reporting ability . |
| Outstanding awards (5/31/2025) | Unexercisable options: 117,549 @ $83.32 exp. 9/1/2034; RSUs unvested: 51,291 ($3,107,722 MV); PSUs unearned: 46,313 ($2,806,105 MV) . |
| Options in-the-money status | As of $60.59 close on 5/30/2025, unvested options had no intrinsic value (reduces near-term exercise pressure) . |
Upcoming vesting schedule (selected):
| Award | Units | Vest Dates |
|---|---|---|
| FY2025 RSUs | 15,002 | 9/1/2025, 9/1/2026, 9/1/2027, 9/1/2028 . |
| FY2024 RSUs | 7,404 | 8/1/2025 (50%), 8/1/2026 (50%) . |
| FY2023 RSUs | 4,330 | 8/1/2025 (100% of remaining) . |
| Retention equity (FY2025) | 24,555 | 9/18/2026 (cliff) . |
| FY2025–2027 PSUs | 12,502 | 9/1/2027 (cliff) . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment contract | At-will; no individual severance or cash change-in-control agreements . |
| Non-compete (post-termination) | 12-month restriction period; monthly payments if covenant not waived: $104,167/month for involuntary termination without cause; $52,083/month for voluntary resignation; payments delayed 6 months if required by tax law . |
| Change-in-control equity | Double-trigger only: accelerated vesting if CIC plus termination without cause or for good reason within 2 years; PSUs vest at 100% of target; options exercisable for 4 years post-termination (not beyond original term); acceleration if awards not assumed by acquirer . |
| Clawback | SEC-compliant clawback for accounting restatements (3-year lookback); standalone clawbacks for theft, fraud, covenant breaches, material contract breach . |
| Perquisites & tax gross-ups | Limited perqs (e.g., financial planning, home security) for NEOs generally; no tax gross-ups except qualified relocation per policy . |
| Retirement/Deferred comp | 401(k) match 100% up to 5% eligible comp; DCP available, no company match; balances unsecured/at risk . |
Compensation Structure Analysis
- Cash vs equity mix: FY2025 total target LTI $8.0M (50% PSUs, 35% options, 15% RSUs) outweighs cash compensation, emphasizing at-risk pay and long-term alignment .
- Shift toward PSUs: PSU share of LTI increased to 50% beginning FY2024 and maintained in FY2025, raising performance contingency and TSR alignment .
- Governance and rigor: PSP metrics set to drive sustainable profitable growth; FY2025 targets were below FY2024 given market conditions; both metrics missed threshold leading to 0% payout—evidence of pay-for-performance enforcement .
- Clawbacks and no gross-ups: Robust clawback coverage; no excise tax gross-ups or cash CIC benefits; hedging prohibited and pledging restricted—shareholder-friendly features .
- Peer group benchmarking: FY2025 peer set updated (added Cisco; removed American Express and Oracle); Nike revenue at 50th percentile; market cap at 43rd percentile—committee targets compensation near market median with broad survey support and no retained consultant in FY2025 .
Performance & Track Record
- FY2025 PSP: 0% payout as Adjusted Revenue ($46.4B) and Adjusted EBIT ($3.5B) fell below threshold .
- FY2023–2025 PSUs: 0% payout; Relative TSR at 4th percentile versus S&P 500 cohort .
- Vesting pressure: Many options were out-of-the-money at $60.59 (5/30/2025) and provide no immediate exercise incentive; retention equity introduces a $100 stock price hurdle by 9/18/2026 .
- Say-on-pay: FY2024 advisory vote ~83% approval (supportive); FY2022 approval ~65% (earlier investor concern) .
Equity Ownership & Alignment
| Topic | Key Points |
|---|---|
| Skin-in-the-game | 356,116 Class B shares owned; significant unvested RSUs/PSUs; options spanning 2026–2034; ownership guideline of 3x salary in place . |
| Pledging/Hedging | Hedging prohibited; pledging requires stringent pre-approval; no specific pledges disclosed for Friend . |
| Ownership guideline compliance | Executives met or are on track within 5 years of appointment . |
Employment & Contracts
| Item | Detail |
|---|---|
| Start at Nike | 2009; CFO effective April 1, 2020 . |
| Contract term | At-will; no auto-renewal; standard non-compete agreement . |
| Non-compete economics | 12 months; $104,167/month (involuntary), $52,083/month (voluntary) if not waived . |
| Garden leave/consulting | Not disclosed for Friend (CEO transition/other NEO arrangements detailed separately) . |
Investment Implications
- Alignment: High proportion of at-risk, performance-based equity and strict ownership/hedging rules support shareholder alignment; no cash CIC benefits or excise tax gross-ups reduce governance risk .
- Retention risk vs incentives: The one-time retention award cliff vesting 9/18/2026 (half contingent on a sustained $100 stock price) creates strong near-term retention and performance incentives; failure to reach $100 implies forfeiture of half the award .
- Near-term selling pressure: Options largely out-of-the-money at $60.59 as of 5/30/2025, limiting exercise-driven sales; upcoming RSU vesting dates (8/1/2025, 9/1/2025, 8/1/2026) may create routine sell-to-cover flows rather than discretionary selling .
- Performance risk: Consecutive 0% payouts (PSP FY2025; PSUs FY2023–2025) highlight execution risk and TSR underperformance; FY2025–2027 PSU design maintains rigorous TSR hurdles with a modifier tied to people and planet outcomes .
- Shareholder sentiment: Improved say-on-pay support in FY2024 (~83%) following program evolution (greater PSU weighting), but history of lower approval (65% in FY2022) suggests investors will keep scrutinizing pay-for-performance .
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