Michelle Peluso
NIKEAbout Michelle Peluso
Michelle Peluso, age 53, has served on NIKE’s Board since 2014 and is currently Chair of the Corporate Responsibility, Sustainability & Governance (CRSG) Committee; the Board determined she is independent under NYSE rules . She is CEO of Revlon Group Holdings LLC (since 2024) with deep digital, brand/marketing, and global leadership credentials; prior roles include senior leadership at CVS Health, IBM, Gilt, Citigroup, Travelocity, and founding Site59 . In June 2025, NIKE re-appointed Timothy Cook as Lead Independent Director for a three-year term, reflecting the company’s strong independent board leadership framework .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revlon Group Holdings LLC | Chief Executive Officer | 2024–present | Leading holistic transformation and consumer centricity; leveraging digital expertise to drive innovation |
| CVS Health | EVP & Chief Customer and Experience Officer; EVP & Chief Customer Officer; co‑President, Pharmacy & Consumer Wellness | 2023–2024 | Oversaw end‑to‑end consumer experience and led brand/marketing |
| IBM | SVP, Digital Sales and Chief Marketing Officer | 2016–2021 | Oversaw marketing, digital sales, client experience, and commercial business globally |
| Gilt Groupe, Inc. | Chief Executive Officer; Board Director | CEO 2013–Feb 2016; Board 2009–2016 | Led online retail until sale to Hudson’s Bay Company |
| Citigroup Inc. | Global Consumer Chief Marketing & Internet Officer | 2009–2013 | Led global consumer digital/marketing initiatives |
| Travelocity.com LP | President & Chief Executive Officer | CEO from 2003; senior mgmt 2002–2009 | Directed online travel operations and growth |
| Site59 | Founder & Chief Executive Officer | 1999–2002 | Built and exited online travel startup to Travelocity |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revlon Group Holdings LLC | Board Director | 2024–present | Corporate governance at portfolio company |
Board Governance
- Committee assignments: Chair, Corporate Responsibility, Sustainability & Governance (CRSG); expected to join Compensation Committee beginning September 9, 2025 (post‑Annual Meeting) .
- Independence: Board affirmatively determined Peluso is independent; categorical thresholds applied and material relationships reviewed; none deemed material .
- Attendance and engagement: The Board held 4 meetings in FY2025; all incumbent directors attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity levels: Audit & Finance (12 meetings), Compensation (5), CRSG (4) in FY2025, supporting robust oversight cadence .
- Board leadership: Separate Executive Chairman and CEO; Lead Independent Director charter with defined duties; Timothy Cook re‑appointed as Lead Independent Director for three years in June 2025; executive sessions held at least annually .
- Risk oversight: CRSG oversees governance, reputation, related‑party transactions, and sustainability strategy; Audit & Finance oversees financial reporting, internal controls, audit, cybersecurity; Compensation oversees compensation risk and succession .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly; base for non‑employee directors |
| Committee chair retainer | $25,000 | CRSG chair; paid quarterly |
| Audit & Finance member retainer | $0 | Not a member in FY2025 |
| Lead Independent Director retainer | $0 | Not applicable |
| Annual equity grant (restricted stock) – grant date fair value | $190,305 | Time‑vesting; based on closing price on grant date |
| All other compensation | $38,236 | Includes $20,000 matching gifts; merchandise/travel including attendance at 2024 Paris Olympics |
| Total FY2025 director compensation | $353,542 | Sum of cash, equity, other |
Program parameters:
- Annual restricted stock award generally valued at $200,000 at grant; unvested restricted stock held by each non‑employee director as of May 31, 2025: 2,437 shares; no outstanding director stock options .
- Matching charitable contributions up to $20,000 annually; travel expense reimbursement .
- Director stock ownership guideline: 5x annual cash retainer; new directors must meet within 5 years; all directors have met or are on track .
Performance Compensation
NIKE does not use performance‑conditioned equity for directors; director equity is time‑vesting restricted stock only (no PSU/option performance metrics) .
| Director Equity Element | FY2025 Detail | Vesting/Terms |
|---|---|---|
| Annual Restricted Stock | $190,305 grant date fair value | Subject to forfeiture if service ends before next annual meeting or 12 months after grant; 2,437 unvested shares held as of May 31, 2025 |
Other Directorships & Interlocks
| Category | Item | Status |
|---|---|---|
| Public company directorships | — | None disclosed |
| Private company boards | Revlon Group Holdings LLC | Director |
| Compensation Committee interlocks | FY2025 membership | Committee members were Cook (Chair), Benko, Gil; no interlocks disclosed; Peluso not a member in FY2025 |
| Shared directorships with NIKE competitors/suppliers/customers | — | Not disclosed for Peluso |
Expertise & Qualifications
- Board skills matrix flags Peluso with CEO experience; retail; brand/marketing; global; HR/talent management; financial expertise; digital/technology; governance .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Class B) | 30,195 shares | As of June 30, 2025 |
| Unvested restricted stock | 2,437 shares | As of May 31, 2025 |
| Stock options | None outstanding | Directors hold no options |
| Hedging/pledging | Hedging prohibited; pledging requires pre‑approval per Blackout & Pre‑clearance Policy | |
| Director ownership guideline | 5x annual cash retainer; status: met/on track |
Governance Assessment
- Independence and committee leadership: Peluso is independent and chairs CRSG, which oversees governance, related‑party transaction review, reputation, and Board composition—central to investor confidence .
- Attendance/engagement: Board met 4 times; all incumbents met ≥75% attendance; directors attended the 2024 Annual Meeting—adequate engagement signal .
- Compensation alignment: Director pay is a modest cash retainer plus time‑vesting equity; no options; matching gifts capped; stock ownership guideline at 5x retainer reinforces alignment .
- Potential conflicts: No Peluso‑specific related‑party transactions disclosed; CRSG (chaired by Peluso) reviews related‑party items under written policy, adding oversight rigor .
- Board structure and risk oversight: Clear separation of Chair/CEO; strong Lead Independent Director role; defined committee risk charters including sustainability and supply‑chain oversight under CRSG—positive governance quality .
- Shareholder feedback context: Say‑on‑pay support at ~83% in 2024; outreach with shareholders representing 43% of Class B shares in FY2025—constructive engagement environment .
- Red flags: None disclosed for Peluso; watch for time‑commitment risks given CEO role at Revlon, though NIKE states all nominees comply with overboarding policy and Peluso’s independence affirmed .
Overall, Peluso’s independent status, CRSG chair role, and alignment through stock ownership guidelines support Board effectiveness; absence of related‑party exposure and options reinforces governance quality. Maintain monitoring as she is expected to join the Compensation Committee post‑Annual Meeting (Sept 9, 2025) to ensure continued independence and prudent pay oversight .
Appendix: Insider Trading and Section 16 Compliance
| Item | FY2025 Status |
|---|---|
| Section 16(a) filings | All required reports timely filed; no delinquencies |