Robert Leinwand

About Robert Leinwand

Robert “Rob” Leinwand, 57, is Executive Vice President and Chief Legal Officer of NIKE, Inc., a role he has held since 2024. He joined NIKE in 2004 and previously served as Vice President, Deputy General Counsel overseeing global litigation, employment law/employee relations, brand protection, supply chain, and corporate governance; prior to NIKE, he was a shareholder at Littler Mendelson . For FY2025, NIKE’s annual PSP paid 0% due to underperformance versus goals (Adjusted Revenue $46.4B and Adjusted EBIT $3.5B both at 0% earnout), and PSUs for the FY2023–2025 performance period were earned at 0% based on three-year Relative TSR, highlighting rigorous pay-for-performance alignment .

Past Roles

Organization	Role	Years	Strategic Impact
NIKE, Inc.	VP, Deputy General Counsel, Enterprise	Not disclosed	Oversight of Global Litigation, Employment Law/Employee Relations, Brand Protection, Supply Chain, Corporate Governance
NIKE, Inc.	EVP, Chief Legal Officer	Since 2024	Leads Legal, Social & Community Impact, Government & Public Affairs, Resilience teams; sets strategic vision

External Roles

Organization	Role	Years	Strategic Impact
Littler Mendelson	Shareholder (Attorney)	Not disclosed; prior to NIKE	Labor/employment law expertise; foundation for enterprise legal leadership

Fixed Compensation

Item	FY2025 Amount/Detail
Base Salary (set level)	$900,000
Actual Salary Paid (Summary Compensation Table)	$795,749
Target Bonus % of Salary (PSP)	120%
Actual PSP Bonus (paid FY2026 for FY2025 performance)	$0 (PSP payout 0%)
All Other Compensation	$21,128

Performance Compensation

Annual Cash Incentive (PSP) – FY2025

Metric	Weighting	Target Design	Actual Result	Earnout	Payout
Adjusted Revenue	50%	Target set ~3% below FY2024 actual to balance stretch/risk	$46.4B	0%	PSP payout 0%
Adjusted EBIT	50%	Target set ~8% below FY2024 actual; non-equidistant max with extra upside	$3.5B	0%	PSP payout 0%

Long-Term Incentive Mix (Target Composition)

Total Target LTI	PSUs (50%)	Stock Options (35%)	RSUs (15%)
$5,500,000 →	$2,750,000	$1,925,000	$825,000

PSU Awards (FY2025 Grants)

Grant Date	Target Shares	Performance Metric	Vesting	Grant Date FV ($)
9/1/2024	3,063	Relative TSR (9/1/2024–8/31/2027); cap at 100% if absolute TSR negative; ±20ppt ESG/people/sustainability modifier	Sept 2027 (subject to continued employment)	$319,287
11/25/2024	31,317	Same terms (Relative TSR; cap if negative; ±20ppt modifier)	Sept 2027 (subject to continued employment)	$2,713,305

FY2023–2025 PSU cycle cliff-vest scheduled Aug 1, 2025 was earned at 0% based on three-year Relative TSR (no vest) .

RSU Awards (FY2025 Grants)

Grant Date	Shares	Vesting Schedule	Grant Date FV ($)
9/1/2024	6,126	Four equal installments on 9/1 of 2025, 2026, 2027, 2028	$510,418
11/25/2024	4,189	Four equal installments on 9/1 of 2025, 2026, 2027, 2028	$332,020

Stock Option Awards (FY2025 Grants)

Grant Date	Options (#)	Exercise Price	Expiration	Vesting Schedule	Grant Date FV ($)
9/1/2024	24,504	$83.32	9/1/2034	25% on 9/1 of 2025, 2026, 2027, 2028	$635,389
11/25/2024	60,244	$79.26	11/25/2034 (10-year term)	25% on 9/1 of 2025, 2026, 2027, 2028	$1,527,185

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (Class B)	153,923 shares as of June 30, 2025
Stock Ownership Guidelines	3x base salary for executive officers; 5-year compliance window; unvested PSUs and all options excluded from calculation
Compliance Status	CEO and all executive officers “met or on track” as of May 31, 2025
Hedging/Pledging Policies	Hedging/monetization/short sales prohibited; pledging requires pre-approval and risk review
Options Intrinsic Value at $60.59 (5/30/2025)	Unvested options had no intrinsic value; table shows “—” for all NEOs at that price
Retirement Vesting Eligibility	Leinwand eligible for retirement vesting (including early retirement, as applicable) as of 5/31/2025
Unvested RSUs (examples & dates)	4,189 and 6,126 RSUs (FY2025 grants) vest 9/1/2025–2028 ; legacy 2024 and 2023 schedules detailed (e.g., 2/10/2026, 8/1/2025–2026)

Outstanding Option Positions (as of 5/31/2025)

Exercisable	Unexercisable	Exercise Price	Expiration
11,000	—	$57.87	7/15/2026
15,000	—	$59.10	7/20/2027
19,770	—	$82.20	9/1/2028
23,670	—	$84.50	9/1/2029
30,760	—	$97.61	8/1/2030
13,864	4,621	$167.51	8/1/2031
11,136	11,136	$114.30	8/1/2032
5,554	16,662	$109.40	8/1/2033

Insider Trading Activity (FY2025/FY2026 to-date)

Date	Transaction	Shares	Price	Notes
9/1/2025	Option grant	58,362	$77.37	FY2025 annual option grant; 10-year term; standard 4-year vest
9/1/2025	RSU vesting & tax withholding	Not disclosed	—	Shares withheld for taxes upon RSU vest; not an open-market sale
10/2/2025	Open-market sale	697	$75.1322	Small discretionary sale by EVP CLO
Various	Form 4 disclosures (ESPP/401(k) holdings notes)	—	—	Filing notes reference ESPP and 401(k) holdings; standard insider reporting

NIKE enforces blackout and pre-clearance windows; trading during blackouts is prohibited; pledging requires prior approval and risk review .

Employment Terms

Provision	Summary
Non-Compete Payments (if involuntary termination without cause)	$900,000 payable during restriction period; voluntary resignation $450,000
Value of PSUs/RSUs upon CIC termination	$4,212,641 (assumes PSUs at 100% of target)
Value of PSUs/RSUs upon death/disability	$3,381,831
Double-Trigger CIC Vesting	Equity (PSUs/options/RSUs) accelerated only upon CIC AND qualifying termination or failure to assume awards
Clawback Policy	SEC Rule 10D-1 compliant; recoupment of erroneously awarded incentive-based compensation over preceding 3 fiscal years for restatements; additional clawbacks for misconduct/breach
Section 16(a) Compliance	All required insider reports timely filed in FY2025 (based on company review)

Compensation Structure Analysis

Target LTI mix emphasizes performance: 50% PSUs (Relative TSR with ESG modifiers), 35% options, 15% RSUs, aligning pay with stock performance and retention .
Annual PSP payout was 0% in FY2025, signaling strict pay-for-performance discipline when revenue and EBIT underperform targets .
PSUs for FY2023–2025 earned at 0% on Relative TSR, reinforcing the downside risk in equity incentives during periods of stock underperformance .
Change-in-control protections use double-trigger vesting only; no single-trigger; mitigates windfall risk and supports retention through uncertainty .

Equity Ownership & Alignment Details

Topic	Detail
Ownership Guidelines	3x base salary; met or on track for all executive officers as of 5/31/2025
Pledging/Hedging	Hedging prohibited; pledging only with pre-approval after risk review
Options Moneyness	Unvested options had zero intrinsic value at $60.59 close (5/30/2025), reducing near-term exercise-driven selling pressure
Retirement Eligibility	Eligible for retirement vesting under equity awards as of 5/31/2025

Investment Implications

Strong pay-for-performance alignment: 0% PSP payout and 0% PSU earnout for FY2023–2025 Relative TSR reduce cash/equity windfalls when performance lags; future PSU value hinges on TSR versus peers and absolute TSR not being negative .
Retention risk appears contained: double-trigger CIC terms, retirement vesting eligibility, and staged RSU/option vesting through 2028 support continued tenure; non-compete payments provide bridge economics if separated without cause .
Insider selling pressure low: options broadly underwater at $60.59 and insider activity limited (e.g., small 697-share sale), suggesting minimal forced liquidity needs from equity exercises in near term .
Governance safeguards (clawback, blackout/pre-clearance, hedging/pledging limits, double-trigger CIC) mitigate agency risks and align executive behavior with shareholders .