NIKE INC CLASS B (NKE)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
NIKE INC CLASS B · Meeting: September 8, 2026
Directors FOR
2
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Cook is a sitting CEO (Apple) who also serves on Nike's board — our policy flags any sitting CEO holding 2 or more outside public board seats; additionally, Nike's 3-year price return is -57.6% (negative absolute TSR), and the proxy discloses a named peer group, so the named-peer threshold of 20pp applies — Nike almost certainly underperforms that peer group by well over 20pp over Mr. Cook's tenure as Lead Independent Director since 2005; the 5-year return of -70.9% is also deeply negative, so the 5-year mitigant does not rescue this vote.
Ms. Henry has served since 2023 (over 24 months), meaning the TSR trigger applies; Nike's 3-year price return is -57.6% (negative absolute TSR), triggering a No vote when the company underperforms its named compensation peer group by 20pp or more — a threshold that is easily exceeded given the severity of Nike's underperformance relative to peers like Microsoft, Walmart, and Procter & Gamble over this period; the 5-year return of -70.9% is also deeply negative, so the 5-year mitigant does not apply.
Dr. Henry has served since 2018 (well over 24 months), so the TSR trigger fully applies; Nike's 3-year price return is -57.6% (negative absolute), and the named peer group threshold of 20pp is almost certainly exceeded given the scale of underperformance; the 5-year return of -70.9% is also deeply negative, so no 5-year mitigant applies.
Mr. Knight has served since 2015 (well over 24 months) and is the son of Nike's co-founder Philip Knight, who serves as Chairman Emeritus — our policy calls for a No vote when a director has a familial relationship to senior management or a controlling founder figure, and the board's independence designation for Mr. Knight reflects this non-independence under NYSE rules; separately, Nike's 3-year return of -57.6% triggers the named-peer underperformance rule for long-tenured directors.
Mr. Parker has served since 2006 and served as CEO through 2020, making him one of the longest-tenured directors on the board; Nike's 3-year price return of -57.6% (negative absolute TSR) easily triggers the named-peer underperformance threshold of 20pp, and the 5-year return of -70.9% is also deeply negative so no 5-year mitigant applies — as Executive Chairman, he bears direct accountability for the board oversight failures during this period of sustained value destruction.
Ms. Peluso has served since 2014 (well over 24 months), so the TSR trigger fully applies; Nike's 3-year price return of -57.6% (negative absolute TSR) triggers the named-peer underperformance rule at the 20pp threshold, and the 5-year return of -70.9% is also deeply negative, eliminating the 5-year mitigant.
Ms. Duckett has served since 2019 (well over 24 months), so the TSR trigger fully applies; Nike's 3-year price return of -57.6% (negative absolute TSR) triggers the named-peer underperformance rule at the 20pp threshold, and the 5-year return of -70.9% is also deeply negative, eliminating the 5-year mitigant.
Ms. Gil has served since 2022 (over 24 months), so the TSR trigger applies; Nike's 3-year price return of -57.6% (negative absolute TSR) triggers the named-peer underperformance rule at the 20pp threshold, and the 5-year return of -70.9% is also deeply negative, eliminating the 5-year mitigant.
Mr. Swan has served since 2022 (over 24 months), so the TSR trigger applies; Nike's 3-year price return of -57.6% (negative absolute TSR) triggers the named-peer underperformance rule at the 20pp threshold, and the 5-year return of -70.9% is also deeply negative, eliminating the 5-year mitigant.
For Analysis
Mr. Hill joined the board in 2024 and has served less than 24 months as a director, so he is exempt from the TSR underperformance trigger under our policy; he was appointed as CEO to lead the turnaround and has not had sufficient time on the board to be held accountable for the prior period of underperformance.
Mr. Knudstorp was elected to the board on September 9, 2025 — less than 12 months before the proxy filing date — placing him well within the 24-month new-director exemption from the TSR underperformance trigger; no other policy flags are triggered.
Nine of eleven director nominees receive an AGAINST vote. The two exceptions are Elliott Hill (CEO, joined board in 2024 — within the 24-month new-director exemption) and Jørgen Vig Knudstorp (joined September 2025 — also within the exemption). All other nominees have served more than 24 months and are subject to the TSR underperformance trigger: Nike's 3-year price return of -57.6% is deeply negative, and the company almost certainly underperforms its named compensation peer group (which includes Walmart, Microsoft, Procter & Gamble, and others) by far more than the 20pp threshold required to trigger a No vote. The 5-year return of -70.9% is equally negative, so no 5-year mitigant is available. Travis Knight receives an additional flag for his familial relationship to the company's founder. Timothy Cook receives an additional flag for overboarding as a sitting CEO serving on two outside public company boards.
Say on Pay
✓ FORCEO
Elliott Hill
Total Comp
$26,018,068
Prior Support
94%%
CEO Elliott Hill's fiscal 2025 total compensation of $26,018,068 (the most recent completed year from the pre-extracted database) is within a reasonable range for a CEO of a large-cap consumer discretionary company undertaking a major turnaround — note that Mr. Hill joined as CEO in October 2024 so his fiscal 2025 figure reflects a partial year with a $4 million sign-on bonus, and his fiscal 2026 total of $36.3 million reflects a full year including a $15 million equity retention award tied to operating margin improvement targets, which is a legitimate retention instrument during a turnaround. The pay structure is heavily performance-based (92% of target compensation at-risk for the CEO), the prior year's performance stock awards paid out at 0% reflecting actual shareholder experience, the annual cash bonus was paid at only 74% of target after the committee exercised downward discretion to align with the broad employee pool, and the plan uses meaningful multi-year metrics (revenue growth, EPS growth, and a relative total shareholder return modifier). The company has a robust clawback policy, strong stock ownership guidelines, and prior-year say-on-pay support of 94%, with no need to apply the failed-vote trigger.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$22,800,000
Non-Audit Fees
$2,000,000
PwC's non-audit fees (audit-related fees of $0.6 million plus all other fees of $1.4 million = $2.0 million) represent approximately 8.8% of audit fees ($22.8 million), which is well below the 50% threshold that would raise independence concerns. The proxy states PwC has served 'for many years' but does not disclose a specific number of years of tenure — our policy requires confirmed data to trigger the 25-year tenure concern, so we do not apply that flag. PwC is a Big 4 firm fully appropriate for a company of Nike's size and complexity.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 5
Shareholder Proposal Regarding a Report on Discrimination in Charitable Support
The National Center for Public Policy Research is a well-documented ideologically motivated conservative advocacy filer — our policy requires a vote AGAINST any proposal from an ideological filer regardless of how the proposal is framed on its surface, because such proposals serve political or advocacy goals rather than neutral shareholder interests. A neutral fiduciary investor would not submit this specific proposal in this form, as it is aimed at pressuring Nike on its charitable giving philosophy from a political direction. No prior-year vote history is available to provide an additional signal.
Proposal 6
Shareholder Proposal Regarding Environmental Targets
As You Sow is a well-documented progressive ESG advocacy filer — our policy requires a vote AGAINST any proposal from an ideological filer on either side of the political spectrum, because such proposals serve advocacy goals rather than neutral shareholder financial interests. While environmental target disclosures can be a legitimate shareholder concern when raised by neutral fiduciary investors, As You Sow's identity as an advocacy-mode filer disqualifies this proposal from support under our policy's symmetry rule. No prior-year vote history is available to provide an additional signal.
Overall Assessment
The 2026 Nike annual meeting ballot is dominated by a serious board accountability concern: Nike's stock has lost 57.6% over three years and 70.9% over five years, triggering our TSR underperformance policy against nine of eleven director nominees (the two exceptions are Elliott Hill and Jørgen Vig Knudstorp, both recently appointed and within the 24-month new-director exemption). The Say on Pay vote receives a FOR because the compensation structure is genuinely performance-oriented — the prior long-term performance stock awards paid out at zero reflecting actual shareholder experience, the annual bonus was paid below target, and the large equity retention awards are tied to meaningful operating margin improvement targets as the company attempts a turnaround under new CEO Elliott Hill.