Nicole Graham
NIKEAbout Nicole Graham
Nicole Graham is NIKE, Inc.’s Executive Vice President & Chief Marketing Officer (EVP, CMO), promoted on May 5, 2025; she re-joined Nike as CMO in 2023 after 18 prior years at the company across global, geo, and key city marketing roles, and co-founded the creative agency Adopt in 2020 . Company performance metrics that influence executive pay structures include the fiscal 2025 annual Performance Sharing Plan (PSP) paying 0% and the fiscal 2023–2025 PSU cycle paying 0% on Relative TSR, underscoring strict pay-for-performance governance . Current operating context: fiscal Q1 2026 revenues were $11.7B (+1% reported) and diluted EPS was $0.49; gross margin decreased 320 bps, with lower brand marketing expense vs. prior year as investment had been higher around key sports events .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NIKE, Inc. | Chief Marketing Officer | 2023–2025 | Led global storytelling across major sports moments (Olympics, Paralympics, World Cup, NBA Finals, Super Bowl), energizing brand voice and athlete-centric marketing . |
| NIKE, Inc. | Various Marketing Leadership Roles | ~18 years | Built expertise across sport categories, retail, Nike Direct, and global/geo/key cities; contributed to brand-building and consumer demand creation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adopt (Creative Agency) | Co-founder | 2020–2023 | Partnered with athletes, start-ups, and consumer companies; informed modern, athlete-centric marketing approach . |
Fixed Compensation
- Individual salary, target bonus %, and actual bonus for Nicole Graham were not disclosed in Nike’s fiscal 2025 proxy (she was not a Named Executive Officer for FY25) .
- Nike’s executive compensation program places emphasis on incentive-based pay and long-term equity, with no pension/SERP and no excise tax gross-ups on change in control .
Performance Compensation
Annual PSP (Cash) – Fiscal 2025
| Metric | Weighting | Target (Company) | Actual (Company) | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted Revenue | 50% | Not disclosed (set below FY24 actuals) | $46.4B corresponded to 0% earnout | 0% | 1-year cash PSP . |
| Adjusted EBIT | 50% | Not disclosed (set below FY24 actuals) | $3.5B corresponded to 0% earnout | 0% | 1-year cash PSP . |
Long-Term PSUs – Fiscal 2023–2025 Outcome
| Cycle | Metric | Threshold | Target | Maximum | Earnout | Modifier |
|---|---|---|---|---|---|---|
| FY2023–FY2025 | Relative TSR vs. S&P 500 | 25th pct | 55th pct | 200% | 0% (at 4th pct) | People & Planet modifier not applied (below threshold) . |
LTI Award Design (Applies to Execs, incl. EVP CMO)
| Component | Share of Target LTI | Vesting | Key Performance Linkages |
|---|---|---|---|
| PSUs | 50% | Earn over 3 years; vest post-performance (Sept 1, 2027 for 2025 grants) | Relative TSR with 0–200% earnout; capped at 100% if Absolute TSR negative; People & Planet ±20pp modifier . |
| Stock Options | 35% | Vest in equal annual installments over 4 years; strike at grant-date close | Value only if stock appreciates . |
| RSUs | 15% | Vest in equal annual installments over 4 years (extended from 3 years starting FY25) | Value tied to stock price; dividend equivalents paid only upon vesting . |
Equity Ownership & Alignment
| Policy/Practice | Detail |
|---|---|
| Stock Ownership Guidelines (Executives) | CEO: 8x base salary; Other executive officers: 3x base salary; five years to comply; excludes unvested PSUs and all options . |
| Hedging/Pledging | Hedging/short sales prohibited; pledging requires pre-approval with safeguards and blackout restrictions . |
| Individual Ownership (Nicole Graham) | Not itemized in FY2025 proxy; she is not a director or FY2025 NEO; aggregate group holdings disclosed only at group level . |
| Insider Selling Pressure | No Form 4 transactions for Nicole were found in the reviewed documents; Nike’s policies restrict hedging and require pledging pre-approval, mitigating pressure signals . |
Employment Terms
- Role & Tenure: Promoted to EVP, Chief Marketing Officer on May 5, 2025 (reports directly to the CEO under Nike’s re-aligned leadership structure) .
- Non-Competition Agreements: Nike maintains non-compete agreements for executive officers; standard terms for non-CEO executives include a one-year restriction with monthly payments equal to 1/12 or 1/24 of current annual salary depending on termination circumstances; company may waive the covenant; payments delayed six months post-separation per tax rules .
- Change-in-Control Economics: Equity awards feature double-trigger vesting (CIC + qualifying termination within two years); PSUs vest at 100% of target upon double-trigger; options RSUs accelerate; unassumed awards accelerate on acquisition .
- Clawback: Dodd-Frank/NYSE-compliant clawback adopted Dec 2023 for restatements; standalone clawbacks across PSP and equity for misconduct/breach .
- Governance Context: Say-on-pay approval ~83% in 2024; Compensation Committee chaired by Lead Independent Director Timothy Cook; program emphasizes objective metrics, caps, and ownership guidelines .
Investment Implications
- Strong pay-for-performance linkage: 0% payouts on the FY2025 PSP and FY2023–FY2025 PSUs indicate rigorous gating; Nicole’s incentive mix (50% PSUs, 35% options, 15% RSUs) aligns her outcomes with long-term TSR and share price appreciation .
- Retention risk appears contained by structure: Four-year RSU/option vesting and double-trigger CIC protection support continuity; executive ownership guidelines (3x salary) and anti-hedging/controlled pledging reduce misaligned selling pressure .
- Execution focus: Marketing leadership has been re-centered under EVP CMO reporting to the CEO to drive athlete-centric brand storytelling; Nike reported lower brand marketing expense in Q1 FY26 vs. prior year given event timing, indicating disciplined spend while pursuing growth via the Win Now plan .
- Governance quality: Robust clawback, objective metrics (Adjusted Revenue/EBIT, Relative TSR), no option repricing, and shareholder engagement (peer group calibration, say-on-pay support) reinforce compensation alignment and mitigate red flags .