Timothy Cook
NIKEAbout Timothy Cook
Timothy Cook, age 64, has served on NIKE’s Board since 2005 and is the current Lead Independent Director and Chair of the Compensation Committee; he is also Chief Executive Officer of Apple Inc. and previously held senior operations and sales roles at Apple, Compaq, Intelligent Electronics, and IBM, indicating deep operational and technology expertise and global experience . In June 2025 he was re-appointed as Lead Independent Director for a three-year term, with robust responsibilities including agenda approval, liaison with independent directors, and shareholder communications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | Chief Executive Officer; previously SVP Worldwide Operations; EVP Worldwide Sales & Operations; Chief Operating Officer | Joined 1998; subsequent leadership roles through present | Global operations and supply chain leadership; public company board experience |
| Compaq Computer Corporation | Vice President, Corporate Materials | 1997–1998 | Supply chain/materials leadership |
| Intelligent Electronics | SVP Fulfillment; COO, Reseller Division | 1994–1997 | Fulfillment operations; reseller channel management |
| IBM | Various roles including Director, North American Fulfillment | 1983–1994 | Large-scale fulfillment and logistics |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apple Inc. | Director | Current | Public company directorship |
| National Football Foundation | Director | Current (not dated) | Non-profit board service |
| Duke University | Board of Trustees member | Current (not dated) | Academic governance role |
Board Governance
- Lead Independent Director with defined authorities (agenda approval, liaison between Chair and independent directors, presiding at sessions, and shareholder communications); re-appointed in June 2025 for three-year term .
- Compensation Committee Chair; the committee held 5 meetings in FY2025 and oversees CEO and executive compensation, succession, clawbacks, and director pay recommendations; all members are independent under NYSE rules .
- Independence: Board affirmatively determined Timothy Cook is independent; considered ordinary-course payments between NIKE and Apple and deemed them de minimis (<1% of revenues), arm’s length, and with no direct involvement by Cook .
- Attendance: The Board met 4 times in FY2025; all incumbent directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
| Committee | Role | FY2025 Meetings | Independence |
|---|---|---|---|
| Compensation | Chair | 5 | Committee members independent per NYSE |
| Board (overall) | Lead Independent Director | 4 | Cook independent per NYSE |
Fixed Compensation
| Component | Structure/Policy | FY2025 Amount (Timothy Cook) |
|---|---|---|
| Annual cash retainer | $100,000; paid quarterly | $100,000 (included in cash total) |
| Lead Independent Director retainer | $40,000; paid quarterly | $40,000 (included in cash total) |
| Committee chair retainer | $25,000 per committee ($30,000 for Audit Chair); paid quarterly | $25,000 (Compensation Committee chair) |
| Total cash fees | Sum of above | $165,000 |
| Annual equity grant (restricted stock) | Target $200,000 grant value; forfeitable if service ends before next annual meeting/12 months | $190,305 grant-date fair value |
| Other (matching gifts, expenses) | Matching gifts up to $20,000 annually; travel reimbursement | $20,000 (matching gifts) |
| Total director compensation | Cash + stock + other | $375,305 |
Performance Compensation
- Directors receive time-vesting restricted stock; no options outstanding for non-employee directors, and no performance-based equity metrics apply to director compensation .
- As of May 31, 2025, each non-employee director held 2,437 shares of unvested restricted stock .
| Metric | Target | Outcome | Notes |
|---|---|---|---|
| Director performance-based equity | None disclosed | N/A | Annual grants are time-vested restricted shares (no PSUs for directors) |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Transaction | Independence Determination |
|---|---|---|---|
| Apple Inc. | Cook is CEO and director | NIKE’s ordinary-course payments to Apple were significantly <1% of either company’s revenues; arm’s length; Cook not directly involved | Board determined Cook is independent |
| Compensation Committee interlocks | None | No executive officer cross-service or related-party conflicts for committee members in FY2025 | Committee composed solely of independent directors |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| CEO experience | Apple CEO; Board skills matrix shows CEO experience |
| Retail/consumer | Board matrix indicates retail industry experience |
| Brand/marketing | Board matrix indicates brand/marketing experience |
| Global | Board matrix indicates global experience |
| Media/entertainment | Board matrix indicates media/entertainment experience |
| HR/talent | Board matrix indicates HR/talent management experience |
| Financial expertise | Board matrix indicates financial expertise |
| Digital/technology | Board matrix indicates digital/technology experience |
| Governance | Board matrix indicates governance expertise |
Equity Ownership
| Item | Value/Status |
|---|---|
| Beneficial ownership (Class B) | 52,861 shares (as of June 30, 2025) |
| Unvested restricted stock | 2,437 shares (each non-employee director) |
| Ownership guidelines | 5x annual cash retainer; new directors to meet within 5 years |
| Guideline compliance | Each director has met or is on track |
| Hedging policy | Hedging/short sales prohibited for directors and insiders |
| Pledging policy | Pre-approval required; safeguards considered before approval |
| Section 16 filings | All required reports timely in FY2025 |
Governance Assessment
- Board effectiveness: Cook’s re-appointment as Lead Independent Director with robust duties (agenda setting, liaison role, shareholder communications) supports independent oversight amid CEO transition; Compensation Committee leadership and independence further strengthen governance .
- Alignment and pay: Director pay includes cash retainers and annual restricted stock, with stock ownership guidelines (5x retainer) and time-vesting to align incentives; Cook received $165,000 cash fees, $190,305 equity grant-date value, and $20,000 matched gifts in FY2025, demonstrating a balanced mix with equity exposure .
- Conflicts: Apple relationship evaluated and deemed immaterial (<1% revenues), arm’s length, with Cook not involved; Compensation Committee interlocks not present—both factors reduce conflict risk and bolster investor confidence in independence .
- Engagement and attendance: All incumbent directors met at least 75% attendance, and all attended the 2024 annual meeting, indicating engagement; committee meeting cadence (Compensation: 5) underscores oversight frequency .
- RED FLAGS: No pledging/hedging issues disclosed; Section 16 filings timely; ordinary-course transactions with Apple monitored under categorical independence standards—no material concerns identified .