Nicole Graham

About 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 .