Peter Henry
NIKEAbout Peter Henry
Dr. Peter Henry is an independent director at NIKE, Inc., age 55, serving since 2018, and a member of the Audit & Finance Committee . He is the Class of 1984 Senior Fellow at Stanford’s Hoover Institution and Freeman Spogli Institute and Dean Emeritus of NYU Stern; prior academic roles include the Konosuke Matsushita Professor of International Economics at Stanford GSB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York University, Leonard N. Stern School of Business | Dean | 2010–2017 | Led school strategy and administration |
| Stanford Graduate School of Business | Konosuke Matsushita Professor of International Economics | Pre-2010 | Academic leadership in international economics |
| President’s Commission on White House Fellowships | Commissioner (appointed by President Obama) | 2009 | Public service appointment |
| Presidential Transition Team (Obama) | Led review of IMF/World Bank | 2008 | Policy/international finance review |
| General Electric | Director | Jul 2016–Apr 2018 | Board oversight |
| Kraft Foods Group, Inc. / Kraft Foods Inc. | Director | May 2011–Jul 2015 | Board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Citigroup Inc. | Director | Current | Public company board |
| Analog Devices, Inc. | Director | Current | Public company board |
| National Bureau of Economic Research | Director | Current | Non-profit research board |
| Economic Club of New York | Director | Current | Business policy forum |
| Protiviti | Advisory Board | Current | Advisory role |
| Biospring Partners | Advisory Board | Current | Advisory role |
| Council on Foreign Relations | Member | Current | Policy community |
| FRB New York Economic Advisory Panel | Member | Current | Central bank advisory |
Board Governance
- Committee assignments: Audit & Finance Committee; the committee met 12 times in FY2025 and oversees financial reporting, internal control, capital deployment, cybersecurity, compliance, and risk management . The Board held four meetings, and all incumbent directors attended at least 75% of Board and committee meetings; directors were encouraged to attend the 2024 annual meeting and did so .
- Independence: The Board determined Peter Henry is independent and specifically assessed NIKE’s sports marketing relationship with Stanford University (where Henry holds senior fellow roles); payments were de minimis (significantly less than 1% of revenues), arm’s length, and the director had no direct involvement .
- Board leadership: Separate Executive Chairman and CEO, plus a Lead Independent Director (Tim Cook re-appointed for three years in June 2025) with robust duties; executive sessions are held at least annually .
- Election results (2025 Annual Meeting): Peter Henry was elected by Class A shareholders with 288,247,848 votes for, 0 withheld, 0 broker non-votes .
Fixed Compensation
| Item | FY2025 Amount (USD) | Detail |
|---|---|---|
| Annual Board retainer | $100,000 | Paid quarterly |
| Audit & Finance Committee member retainer | $5,000 | Paid quarterly; members only |
| Committee chair fees | $0 | Not a chair; Audit chair fee is $30,000 for chair (Swan) |
| Meeting fees | $0 | No per-meeting fees disclosed |
| All other compensation | $17,422 | Company-related merchandise, travel/attendance (e.g., Paris Olympics) |
| Total cash fees | $105,000 | Fees earned/paid in cash |
Program features relevant to directors:
- Annual restricted stock grant valued at $200,000; grant value determined by average 20-day closing price; subject to forfeiture until the earlier of next annual meeting or 12 months after grant .
- Lead Independent Director retainer $40,000; committee chair retainers $25,000 ($30,000 for Audit chair) .
- Matching charitable contributions up to $20,000 annually for directors; Company reimburses reasonable travel expenses .
Performance Compensation
| Award | FY2025 Shares/Units | Grant Date Fair Value (USD) | Vesting / “Metric” |
|---|---|---|---|
| Annual Restricted Stock | 2,437 unvested shares as of 5/31/2025 (per director) | $190,305 | Time-based; forfeiture until earlier of next annual meeting or 12 months after grant; no performance metric |
| Stock Options | 0 | — | Non-employee directors held no outstanding options |
Notes:
- As of May 31, 2025, each non-employee director held 2,437 unvested restricted shares; no stock options outstanding for directors .
- Director equity awards accumulate dividend equivalents only upon vesting .
Other Directorships & Interlocks
| Company/Entity | Relationship to NIKE | Potential conflict assessment |
|---|---|---|
| Citigroup Inc. (Director) | Financial services; no disclosed commercial relationship in proxy | No related-party transactions disclosed; independence affirmed |
| Analog Devices, Inc. (Director) | Semiconductor supplier broadly; no NIKE-specific transaction disclosed | No related-party transactions disclosed; independence affirmed |
| Stanford University (Senior Fellow) | NIKE sports marketing relationship noted | De minimis payments; independence maintained |
Expertise & Qualifications
- Skills matrix: Global, Financial Expertise, and Governance designated for Peter Henry .
- Deep expertise in international economics and public policy through academic and advisory roles (Hoover/FSI, CFR, FRB NY EAP) .
Equity Ownership
| Class | Shares Beneficially Owned | Percent of Class | Unvested Restricted Stock | Options (Exercisable/Unexercisable) |
|---|---|---|---|---|
| Class B Common Stock | 8,480 | — (less than 0.1% per table) | 2,437 (as of 5/31/2025, per non-employee director) | 0 / 0 (none for non-employee directors) |
Alignment and policies:
- Director stock ownership guideline: 5x annual cash retainer; all directors have met or are on track within five years .
- Hedging prohibited; pledging requires pre-approval and is subject to strict review .
- Section 16(a) filings: NIKE believes all required insider filings were timely in FY2025 .
Governance Assessment
- Board effectiveness: Henry’s Audit & Finance Committee service aligns with his financial and governance expertise; the committee met 12 times and oversees critical areas including financial integrity and cybersecurity . Independence reaffirmed with specific review of Stanford relationship at de minimis levels .
- Director compensation structure: Mix emphasizes equity alignment (restricted stock) with modest fixed cash retainers; no stock options, no per-meeting fees, and standard matching gifts—supportive of shareholder alignment without excessive guarantees .
- Shareholder support: Strong election support by Class A shareholders (288,247,848 votes for) indicates investor confidence; say‑on‑pay passed with 1,065,823,346 votes for vs. 72,948,569 against, reflecting broad support for compensation governance .
- Clawback framework and change‑in‑control practices: Company maintains Dodd-Frank compliant clawback policy; equity awards feature double‑trigger vesting on change-in-control (for employees), reinforcing disciplined governance standards .
RED FLAGS: None identified specific to Peter Henry. Board independence assessment explicitly addressed Stanford ties; no related‑party transactions disclosed involving Henry; hedging prohibited and pledging controlled .