Robert Swan
NIKEAbout Robert Swan
Robert Swan, age 65, is an independent director of NIKE, Inc. and Chair of the Audit & Finance Committee. He has served on NIKE’s Board since 2022 and is an Operating Partner at Andreessen Horowitz (since 2021). Previously, he was CEO of Intel (2019–2021), interim CEO/CFO (2018–2019) and CFO (2016–2019), and CFO of eBay (2006–2015). He began his career at General Electric in senior finance roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intel Corp. | Chief Executive Officer | 2019–2021 | Led strategic and operational turnaround efforts |
| Intel Corp. | Interim CEO & CFO | 2018–2019 | Stabilized leadership; continued financial oversight |
| Intel Corp. | Chief Financial Officer | 2016–2019 | Oversaw finance, capital allocation |
| General Atlantic LLC | Operating Partner | 2015–2016 | Private equity operating support |
| eBay Inc. | SVP Finance & Chief Financial Officer | 2006–2015 | Led global finance; public company CFO |
| Electronic Data Systems | Chief Financial Officer | — | Senior finance leadership |
| TRW Inc. | Chief Financial Officer | — | Senior finance leadership |
| Webvan Group, Inc. | CEO/COO/CFO | — | Executive leadership across roles |
| General Electric | Senior finance roles | Began 1985 | Fortune 50 finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Andreessen Horowitz | Operating Partner | Since 2021 | Private VC operating partner |
| Micron Technology, Inc. | Director | Current | Public company directorship |
| Flexport | Director | Current | Private company board |
| American Heart Association | Director | Current | Non-profit board |
| Kearney | Director | Current | Advisory/board role |
| GoTo Group | Board of Commissioners | Dec 2021–Jun 2024 | Prior role |
| eBay Inc. | Director | Jul 2015–Jun 2023 | Prior role |
| Intel Corp. | Director | Jan 2019–Feb 2021 | Prior role |
| Applied Materials, Inc. | Director | Mar 2009–Sep 2016 | Prior role |
Board Governance
- Committee assignments: Audit & Finance Committee Chair; members Maria Henry and Peter Henry; 12 meetings in FY2025. Swan is designated an SEC “audit committee financial expert” .
- Independence: The Board determined Swan is independent under NYSE rules .
- Attendance: All incumbent directors attended at least 75% of Board and applicable committee meetings in FY2025; all directors attended the 2024 annual meeting .
- Overboarding: Each director nominee complies with NIKE’s overboarding policy .
- Audit & Finance Committee remit includes oversight of financial reporting, internal controls, capital deployment, long-range tax/FX, cybersecurity and data protection, and risk management processes .
- Audit Committee Report: Recommended inclusion of audited financial statements in NIKE’s FY2025 10‑K; Swan signed as Chair .
Fixed Compensation
| Component (FY2025) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer |
| Committee chair retainer (Audit Chair) | Prorated within cash total | $30,000 annual rate; Swan appointed effective Aug 1, 2024 |
| Audit & Finance Committee member retainer | Included if applicable | $5,000 annual rate (members) |
| Lead Independent Director premium | N/A for Swan | $40,000 applies to LID, not Swan |
| Cash fees earned (reported) | $130,027 | Prorated for Audit Chair from Aug 1, 2024 |
| All other compensation | $38,521 | Includes $20,000 charitable matching plus merchandise/travel incl. 2024 Paris Olympics attendance |
| Total cash + other | $168,548 | Sum of cash fees and other comp |
Performance Compensation
| Equity Element | Grant Value | Instrument | Vesting | Outstanding at 5/31/2025 |
|---|---|---|---|---|
| Annual director equity | $200,000 | Restricted stock | Forfeiture if service ends before earlier of next annual meeting or 12 months from grant; standard annual grant at meeting date | |
| FY2025 stock award (reported) | $190,305 | Restricted stock (grant-date accounting value) | As above; based on closing price and 20-day average for share count | |
| Options | $0 | None | Non-employee directors held no options | |
| Unvested restricted shares | — | RS | Each non-employee director held 2,437 unvested restricted shares as of May 31, 2025 |
NIKE’s director equity is time-based restricted stock; there are no performance (TSR/financial) metrics for director equity grants .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Micron Technology, Inc. | Director | No NIKE-related party transactions disclosed involving Swan for FY2025 |
| Flexport | Director | No NIKE-related party transactions disclosed involving Swan for FY2025 |
| American Heart Association | Director | Non-profit; no transactions disclosed |
| Kearney | Director | No transactions disclosed |
- Independence determination specifically evaluated and affirmed for Swan; Board considered commercial/charitable relationships for certain directors and found them de minimis; Swan’s independence affirmed with no material relationships disclosed .
Expertise & Qualifications
- Financial expertise; audit committee financial expert designation .
- CEO experience; global exposure; HR/talent management; digital/technology; governance/public company board experience (skills matrix) .
- Deep CFO/operating experience across technology and consumer sectors .
Equity Ownership
| Holder | Class | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|---|
| Robert Swan | Class B | 33,563 | Not shown (<0.1%) | Includes 1,580 shares held by Swan Family Revocable Trust |
| Unvested director RS (Swan) | Class B | 2,437 | — | Part of standard annual director grant; held by each non-employee director |
| Options (Swan) | — | 0 | — | No options outstanding for non-employee directors |
- Director stock ownership guidelines: Non-employee directors must hold NIKE stock valued at 5x annual cash retainer; all directors have met or are on track to meet the guideline within 5 years of election .
- Hedging/pledging: Hedging prohibited; pledging requires pre-approval. No pledging by Swan is disclosed in the proxy .
Governance Assessment
- Strengths: Independent Audit & Finance Committee Chair with SEC “financial expert” status; robust remit including cybersecurity/data protection oversight; timely Section 16 filings; compliance with overboarding policy; director equity aligns interests; clear independence determination .
- Compensation alignment: Director pay is modest and largely equity-based (annual restricted stock ~$200k) plus standard retainers; charitable matching capped at $20,000 aligns with policy .
- Ownership alignment: Beneficial ownership (33,563 shares) and unvested director RS indicate skin-in-the-game; guideline of 5x retainer supports alignment .
- RED FLAGS: None disclosed specific to Swan. No related-party transactions involving Swan; all Section 16 reports were timely; meeting attendance threshold met .
- Monitoring points: Broad external commitments (Micron, Flexport, AHA, Kearney, a16z) warrant ongoing overboarding and conflict screening; Board indicates compliance and independence maintained .