Tom Clarke

About Tom Clarke

Tom (Dr. Thomas) Clarke is a 45-year Nike veteran appointed Chief Growth Initiatives Officer in May 2025 after serving as strategic advisor to the CEO since 2023, reflecting deep operating, product, and innovation expertise across the brand’s history . He joined Nike in 1980 as Director of Biomechanics Research, later holding roles including Director of R&D; VP, Product; VP, Marketing; GM, Nike Brand; VP Footwear & Apparel; and President & COO from 1994–2000; he subsequently led Nike’s advanced innovation for 11 years as President of Innovation . Nike’s executive pay programs emphasize pay-for-performance: the fiscal 2025 annual cash plan (PSP) and fiscal 2023–2025 PSU awards paid out at 0%, tying incentives to Adjusted Revenue, Adjusted EBIT, and three-year Relative TSR with a cap when absolute TSR is negative .

Past Roles

Organization	Role	Years	Strategic Impact
Nike	Director of Biomechanics Research	1980	Built foundational biomechanics capability to inform product performance
Nike	Director of Research & Development	Not disclosed	Advanced product innovation in footwear/apparel
Nike	VP, Product; VP, Marketing; GM, Nike Brand	Not disclosed	Drove product creation and brand positioning
Nike	VP, Footwear & Apparel (first senior leadership role)	Not disclosed	Led category leadership across core lines
Nike	President & Chief Operating Officer	1994–2000	Enterprise execution and operating performance
Nike	President of Innovation	11 years (dates not disclosed)	Led advanced innovation across footwear, apparel, accessories
Nike	Strategic Advisor to the CEO	2023–2025	Senior counsel on brand, product, and innovation strategy
Nike	Chief Growth Initiatives Officer	2025–present	Driving growth initiatives under the “Win Now” plan

External Roles

Organization	Role	Years
NIKE, Inc.	Board member (prior service)	Not disclosed
Newell Rubbermaid	Board member (prior service)	Not disclosed
Starwood Hotels	Board member (prior service)	Not disclosed

Performance Compensation

Plan/Instrument	Metric	Weighting	Target/Goal	Actual/Result	Payout	Vesting
Annual Cash Incentive (PSP)	Adjusted Revenue	50%	Targets set below FY24 given environment; threshold/maximum symmetric around target (rev)	FY25 Adjusted Revenue $46.4B → 0% earnout	0%	1-year performance period
Annual Cash Incentive (PSP)	Adjusted EBIT	50%	Targets set below FY24; maximum non-equidistant to add stretch (EBIT)	FY25 Adjusted EBIT $3.5B → 0% earnout	0%	1-year performance period
Stock Incentive Plan (SIP) – PSUs	Relative TSR (3-year) with People & Planet modifier	50% of LT award mix	55th percentile earns 100%; below 25th percentile earns 0%; capped at 100% if absolute TSR is negative; modifier ±20 pts on earnout	FY23–FY25 PSUs earned 0%	0%	Typically 3-year performance period
Stock Incentive Plan (SIP) – Options	Stock price appreciation	35% of LT award mix	N/A (value only if stock appreciates)	Options had no intrinsic value at FY25 year-end (example for NEOs)	N/A	Generally vests in 4 equal annual installments
Stock Incentive Plan (SIP) – RSUs	Stock price	15% of LT award mix	N/A	N/A	N/A	Generally vests in 3–4 equal annual installments

Note: The table summarizes Nike’s disclosed executive incentive frameworks and outcomes; Tom Clarke’s individual grant values and payouts are not disclosed in the proxy. Program features (metrics, weights, payout caps) demonstrate strong pay-for-performance linkage .

Equity Ownership & Alignment

Robust stock ownership guidelines apply to executives; awards vest over time to promote long-term performance and retention; hedging and short sales are prohibited; no dividend equivalents on PSUs/RSUs until vesting .
Double-trigger change-in-control treatment for stock-based awards; no option repricing without shareholder approval; clawback policies apply to incentive compensation .

Beneficial ownership, pledged shares, and option exercisability for Tom Clarke are not disclosed in the proxy and no Form 4 transactions were retrieved in the documents scanned; therefore, these data points are not available from company filings above.

Employment Terms

Term	Provision	Source
Role and Effective Date	Appointed Chief Growth Initiatives Officer; effective May 5, 2025
Tenure/Start at Nike	Joined in 1980; 45-year veteran
Change-in-Control	Double-trigger acceleration for stock-based awards; no cash-based CIC benefits; no excise tax gross-ups
Clawback	Awards subject to NIKE clawback policy and applicable regulations; no repricing without shareholder approval
Non-compete/Severance	Company maintains non-compete agreements for certain executives (example disclosed for a different NEO); Tom Clarke’s specific terms not disclosed

Expertise & Qualifications

Technical and innovation leadership: biomechanics research foundation, R&D, product creation, and 11 years leading advanced innovation across footwear/apparel/accessories .
Enterprise operating experience: President & COO (1994–2000), GM Nike Brand, senior leadership across product and marketing .
Governance exposure: prior board service at NIKE, Newell Rubbermaid, and Starwood Hotels .

Investment Implications

Alignment and retention: Clarke’s appointment to Chief Growth Initiatives Officer and long-tenure suggest high strategic alignment and low immediate retention risk; incentive frameworks with zero PSP and PSU payouts in FY25/23–25 underscore strict pay-for-performance linkage amid turnaround execution .
Governance quality: Double-trigger CIC treatment, robust clawbacks, prohibition on hedging/short sales, and no option repricing or excise tax gross-ups reduce governance red flags; stock ownership guidelines support long-term alignment .
Execution risk: Clarke’s remit centers on growth initiatives within Nike’s “Win Now” plan, leveraging deep innovation and operating experience; incentives linked to Adjusted Revenue, Adjusted EBIT, and Relative TSR tie his success to tangible financial and shareholder outcomes .