By Order of the Board of Directors,

We are furnishing proxy materials to our shareholders primarily via the Internet, by mailing a Notice Regarding the Availability of Proxy Materials, or "Notice", instead of mailing printed copies of those materials to each shareholder. The Notice directs shareholders to a website where they can access our proxy materials, including our proxy statement and our annual report, and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice. If you have previously elected to receive our proxy materials electronically, you will continue to receive access to these materials electronically unless you elect otherwise.

The enclosed proxy is solicited by the Board of Directors (the "Board") of NIKE, Inc. ("NIKE" or the "Company") for use at the annual meeting of shareholders to be held on October 6, 2021,September 9, 2022, and at any adjournment thereof (the "Annual Meeting"). Our principal executive offices are located at One Bowerman Drive, Beaverton, Oregon 97005-6453. This proxy statement is first being made available to shareholders on or about August 17, 2021.July 28, 2022. Shareholders may submit a proxy to vote at the Annual Meeting by following the instructions on the Notice, online or by telephone, or (if they have received paper copies of the proxy materials) by returning a proxy card.

The Company will bear the cost of soliciting proxies. In addition to soliciting proxies by mail, certain officers and employees of the Company, without extra compensation, may also solicit proxies personally or by telephone. Copies of proxy solicitation materials will be furnished to fiduciaries, custodians, and brokerage houses for forwarding to the beneficial owners of shares held in their names. We may retain Georgeson, Inc. to solicit proxies at a cost we anticipate will not exceed $17,500.

Shares that are properly voted online or by telephone or for which proxy cards are properly executed and received by the Company prior to the Annual Meeting will be voted in accordance with the instructions specified in such proxies. Where no instructions are given, shares will be voted "FOR" the election of each of the named nominees for director (Proposal 1), "FOR" the proposal regarding an advisory vote to approve executive compensation (Proposal 2), "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm (Proposal 3), "AGAINST""FOR" the shareholder proposal regarding political contributions disclosureapproval of the amendment of the NIKE, Inc. Employee Stock Purchase Plan to increase the authorized shares (Proposal 4), "AGAINST" the shareholder proposal regarding a human rights impact assessment (Proposal 5), "AGAINST" the shareholder proposal regarding supplemental pay equity disclosure (Proposal 6), and "AGAINST" the shareholder proposal regarding diversity and inclusion efforts reportinga policy on China sourcing (Proposal 7)5).

A shareholder giving the enclosed proxy has the power to revoke it at any time before it is exercised by affirmatively electing to vote at the meeting or by delivering to Ms. Ann M. Miller, Vice President,the Corporate Secretary and Chief Ethics & Compliance Officer of NIKE, Inc., either an instrument of revocation or an executed proxy bearing a later date.

Due to the public health impact of the COVID pandemic and to support the well-being of our employees and shareholders, we have decided to hold this year’syear's Annual Meeting in a virtual meeting format only. Shareholders of record at the close of business on August 6, 2021July 8, 2022 may attend the Annual Meeting, vote, and submit questions in advance of and during the meeting. To attend, vote at, and submit questions during the Annual Meeting, visit www.virtualshareholdermeeting.com/NKE2021NKE2022 and enter the 16-digit control number included in your Notice, voting instructions form, or proxy card. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting to allow time for you to log in and test the computer audio system. To submit questions in advance of the Annual Meeting, visit www.proxyvote.com before 11:59 P.M. Eastern Time on October 5, 2021September 8, 2022 and enter the 16-digit control number included in your Notice, voting instructions form, or proxy card.

Holders of record of NIKE’sNIKE's Class A Common Stock ("Class A Stock") and holders of record of NIKE’sNIKE's Class B Common Stock ("Class B Stock" and together with the Class A Stock, the "Common Stock") at the close of business on August 6, 2021July 8, 2022 will be entitled to vote at the Annual Meeting. On that date, 305,011,252304,903,252 shares of Class A Stock and 1,278,086,7971,263,652,653 shares of Class B Stock were issued and outstanding. Neither class of Common Stock has cumulative voting rights.

Each share of Class A Stock and each share of Class B Stock is entitled to one vote. The holders of our Common Stock will vote together on every matter submitted to the applicable shareholdersall matters at the Annual Meeting.Meeting except for the election of directors, for which the holders of Class A Stock and holders of Class B Stock will vote separately. Holders of Class B Stock are currently entitled to elect 25 percent of the Board, rounded up to the next whole number, and holders of Class A Stock are currently entitled to elect the remaining directors. Under this formula, holders of Class B Stock will elect three directors at the Annual Meeting and holders of Class A Stock will elect seven directors.

AFor Proposal 1, the election of directors, a majority of the votes entitled to be cast on Proposal 1, the election of directors, by each of the Class A Stock and Class B Stock separately constitutes a quorum of Class A Stock and Class B Stock, respectively, for action on Proposal 1. The holders of Class A Stock and the holders of Class B Stock will vote separately on Proposal 1. Holders of Class B Stock are currently entitled to elect 25 percent of the Board, rounded up to the next whole number. Holders of Class A Stock are currently entitled to elect the remaining directors. Under this formula, holders of Class B Stock, voting separately, will elect three directors, and holders of Class A Stock, voting separately, will elect nine directors.respectively. Under Oregon law and our Bylaws, if a quorum of each class of Common Stock is present at the meeting, the three director nominees who receive the greatest number of votes cast by holders of Class B Stock and the seven director nominees who receive the greatest number of votes cast by

of Class B Stock and the nine director nominees who receive the greatest number of votes cast by holders of Class A Stock will be elected directors.

Abstentions and broker non-votes are counted for purposes of determining whether a quorum exists. Abstentions and broker non-votes are not included as votes cast and will not affect the outcome of any of the proposals. Broker non-votes occur when a person holding shares in street name, such as through a brokerage firm, does not provide instructions as to how to vote those shares and the broker does not then vote those shares on the shareholder’sshareholder's behalf.

Ms. Benko is a member of the Board of Directors of Prime Impact Capital.SolarWinds Corporation. In addition to this public company board service, she also holds board positions at nonprofits Stanford Institute for Research in the Social Sciences, the International Women's Forum, American Corporate Partners, and the National Association of Corporate Directors. She is also on the board of WorkBoard, a privately-held company. Ms. Benko is chair of Harvard Business School/NC’sNC's Advisory Council.

Mr. Cook is a member of the Board of Directors of Apple. In addition to this public company board service, he is also a member of the Board of Directors of the National Football Foundation and Duke University Board of Trustees.

Mr. Donahoe is Chairman and a member of the Board of Directors of PayPal Holdings, Inc. In addition to this public company board service, he also serves on the Board of Trustees for The Bridgespan Group. Mr. Donahoe served on the Board of Directors of Intel Corporation from March 2009 to May 2017, and ServiceNow from March 2017 to June 2020.

Mr. Knight serves on the Board of Directors of LAIKA. He is the son of NIKE’sNIKE's co-founder, Mr. Philip Knight, who currently serves as Chairman Emeritus. In addition to his skills and qualifications described above, Mr. Travis Knight was selected to serve on the Board because he has a significant role in the management of the Class A Stock owned by Swoosh, LLC, strengthening the alignment of the Board with the interests of NIKE shareholders.

Mr. Parker is a member of the Board of Directors of The Walt Disney Company. In addition to his skills and qualifications described above, Mr. Parker was selected to serve on the Board because the experience gained while serving as the Company's Chief Executive Officer makes his position as Executive Chairman of the Board instrumental.

Mr. Rogers is a member of the Board of Directors of McDonald’sMcDonald's Corporation, and The New York Times Company.Company, and Ryan Specialty Group Holdings, Inc. In addition to this public company board service, he also serves as trustee of the University of Chicago, a member of the Board of Directors of the Robert F. Kennedy Human Rights, and the National Association of Basketball Coaches (NABC) Foundation, Inc., and a life trustee of the Chicago Symphony Orchestra. Mr. Rogers served on the Board of Directors of Exelon Corporation from October 2000 until April 2019.

Dr. Henry is a member of the Board of Directors of Citigroup Inc. In addition to this public company board service, he also serves on the Board of Directors of the National Bureau of Economic Research and the Economic Club of New York and serves on the Advisory Board for Protiviti.Protiviti and Biospring Partners. Dr. Henry is a member of the Council of Foreign Relations and the Economic Advisory Panel of the Federal Reserve Bank of New York. Dr. Henry served on the Board of Directors of General Electric from July 2016 until April 2018 and Kraft Foods Group, Inc. and its predecessor, Kraft Foods Inc., from May 2011 until July 2015.

Ms. Peluso is a member of the Board of Directors at the Ad Council and is on the Executive Council of the Board of Directors of the Association of National Advertisers. She is also a director of the nonprofit TechnoServe.

The Board of Directors takes an "evergreen" approach to Board refreshment, cultivating relationships with top talent on an ongoing basis. The Corporate Responsibility, Sustainability & Governance Committee identifies potential director candidates through a variety of means, including recommendations from members of the Corporate Responsibility, Sustainability & Governance Committee or the Board, suggestions from Company management, and shareholder recommendations. The committee may, in its discretion, engage director search firms to identify candidates. Shareholders may recommend director candidates for consideration by the Corporate Responsibility, Sustainability & Governance Committee by submitting a written recommendation to the committee, c/o Ann M. Miller, Vice President, Corporate Secretary, and Chief Ethics & Compliance Officer, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453. The recommendation should include the candidate’scandidate's name, age, qualifications (including principal occupation and employment history), and written consent to be named as a nominee in the Company’sCompany's proxy statement and to serve as a director, if elected.

The Board of Directors has adopted qualification standards for the selection of non-management nominees for director, which can be found at our corporate website: http://investors.nike.com. As provided in these standards and the Company’sCompany's corporate governance guidelines, nominees for director are selected on the basis of, among other things, distinguished business experience or other non-business achievements; education; significant knowledge of international business, finance, marketing, technology, human resources, diversity & inclusion, law, or other fields which are complementary to, and balance the knowledge of, other Board members; a desire to represent and serve the diverse interests of all stakeholders;shareholders; independence; good character; ethics; sound judgment; diversity; and ability to devote substantial time to discharge Board responsibilities.

The Corporate Responsibility, Sustainability & Governance Committee identifies qualified potential candidates without regard to their age, gender, race, national origin, sexual orientation, or religion. While the Board has no policy regarding Board member diversity, the Corporate Responsibility, Sustainability & Governance Committee considers and discusses diversity in selecting nominees for director and in the re-nomination of an incumbent director. The committee views diversity broadly to include, among other things, differences in backgrounds, qualifications, experiences, viewpoint, geographic location, education, skills and expertise (including financial, accounting, compliance, corporate social responsibility, public policy, cybersecurity, or other expertise relevant to service on the Board), professional and industry experience, and personal characteristics (including gender, ethnicity/race, and sexual orientation). The Board believes that a variety and balance of perspectives on the Board results in more thoughtful and robust deliberations, and ultimately, better decisions.

In considering the re-nomination of an incumbent director, the Corporate Responsibility, Sustainability & Governance Committee reviews the director’sdirector's overall service to the Company during his or her term, including the number of meetings attended, level of participation, and quality of performance, as well as any special skills, experience, or diversity that such director brings to the Board. All potential new director candidates, whether recommended by shareholders or identified by other means, are initially screened by the Chair of the Corporate Responsibility, Sustainability & Governance Committee, who may seek additional information about the background and qualifications of the candidate, and who may determine that a candidate does not have qualifications that merit further consideration by the full committee. With respect to new director candidates who pass the initial screening, the Corporate Responsibility, Sustainability & Governance Committee meets to discuss and consider each candidate’scandidate's qualifications and potential contributions to the Board, and determines by majority vote whether to recommend such candidatescandidate to the Board. The final decision to either appoint a candidate to fill a vacancy between annual meetings or include a candidate on the slate of nominees proposed at an annual meeting is made by the Board. Ms. Comstock, who has served on the Board since 2011, has announced that she will not stand for re-election to the Board at the Annual Meeting.

It is the general policy of the Board that directors will not stand for re‑election after reaching the age of 72.

Pursuant to New York Stock Exchange ("NYSE") listing rules, in order for a director to qualify as "independent", the Board of Directors must affirmatively determine that the director has no material relationship with the Company that would impair the director’sdirector's independence. The Board affirmatively determined that commercial or charitable relationships below the following thresholds will not be considered material relationships that impair a director’sdirector's independence: (1) if a NIKE director or immediate family member is an executive officer of another company that does business with NIKE and the annual sales to, or purchases from, NIKE are less than one percent of the annual revenues of the other company; and (2) if a NIKE director or immediate family member serves as an officer, director, or trustee of a charitable organization, and NIKE’sNIKE's contributions to the organization are less than one percent of that organization’sorganization's total annual charitable receipts. After applying this categorical standard and the applicable NYSE independence standards, the Board has determined that the following directors who served during fiscal 2021—2022—Cathleen A. Benko, Elizabeth J. Comstock, John G. Connors, Timothy D. Cook, Thasunda B. Duckett, Alan B. Graf, Jr., Peter B. Henry, Michelle A. Peluso, and John W. Rogers, Jr.—have no material relationship with the Company and, therefore, are independent. Messrs. John J. Donahoe II, Travis A. Knight, and Mark G. Parker were not independent pursuant to NYSE rules. Messrs. Donahoe and Parker were not independent pursuant to NYSE rules because they were employed by the Company during fiscal 2021.2022. Mr. Knight was not independent pursuant to NYSE rules because he is the son of NIKE’sNIKE's co-founder and former Chairman

of the Board, Mr. Philip H. Knight, who received compensation in excess of the threshold set forth in applicable NYSE rules (the "NYSE threshold") for his position as Chairman Emeritus. The compensation paid to Mr. Philip H. Knight is described in the section below titled "Stock Ownership Information—Transactions with Related Persons".

The Board is currently composed of nineeight independent directors and three directors who are not independent under the NYSE listing rules. Ms. Comstock, who is independent, will not stand for re-election to the Board at the Annual Meeting. During fiscal 2021,2022, there were fivesix meetings of the Board and all of our directors attended at least 75 percent of the total number of meetings of the Board and committees on which he or she served. The Company encourages all directors to attend each annual meeting of shareholders, and all11 of the 12 directors then standing for election attended the 20202021 annual meeting.

NIKE’sNIKE's governing documents provide the Board with flexibility to select the appropriate leadership structure of the Company. In determining the leadership structure, the Board considers many factors, including the specific needs of the business, fulfilling the duties of the Board, and the best interests of the Company’sCompany's shareholders. Effective January 2020, the Company separated the position of ChairmanChair of the Board from the position of President and CEO, although this is not a permanent policy of the Board. The Executive Chairman, Mr. Mark G. Parker, presides over meetings of the Board of Directors and shareholders. The President and CEO, Mr. John J. Donahoe II, is in charge of the general supervision, direction, and control of the business and affairs of the Company, subject to the overall direction and supervision of the Board and its committees.

Given the particular experience and tenure of Messrs. Parker and Donahoe, the Board believes this leadership structure is appropriate for the Company because it separates the leadership of the Board from the duties of day-to-day leadership of the Company. This structure permits Mr. Donahoe to primarily focus his time and attention on the business, while Mr. Parker directs his attention to the broad strategic issues considered by the Board of Directors. This structure works particularly well given the talent, experience and professional relationship of Messrs. Donahoe and Parker established during Mr. Donahoe's service on the Board beginning in 2014.

The chairs of Board committees also play an active role in the leadership structure of the Board. The Corporate Responsibility, Sustainability & Governance Committee and the Board endeavor to select independent committee chairs who will provide strong leadership to guide the important work of the Board committees. Committee chairs work with the Company’sCompany's senior executives to ensure the committees are discussing the key strategic risks and opportunities of the Company. In the absence of the Lead Independent Director, a presiding director is appointed to chair executive sessions of non-management directors (consisting of all directors other than Messrs. Parker and Donahoe). The position of presiding director is rotated among the chairs of the various Board committees, other than the Executive Committee. Executive sessions are regularly scheduled and held at least once each year.

Mr. Philip H. Knight, co-founder and former Chairman of the Company, serves as Chairman Emeritus, with a standing invitation to attend meetings of the Board and its committees as a non-voting observer. The Board believes that it benefits from the valuable experience and insights of the Company’sCompany's co-founder and former Chairman of the Board.

For all of these reasons, the Board believes this leadership structure is optimal.

The Board’sBoard's current standing committees are an Audit & Finance Committee; a Compensation Committee; a Corporate Responsibility, Sustainability & Governance Committee; and an Executive Committee. The Board may appoint other committees from time to time. Each standing committee has a written charter and all such charters, as well as the Company’sCompany's corporate governance guidelines, are available at the Company’sCompany's corporate website, http://investors.nike.com, and will be provided in print to any shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive, Beaverton, Oregon 97005-6453.

The NIKE Code of Conduct is available at the Company’sCompany's corporate website, http://investors.nike.com, and will be provided in print without charge to any shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive, Beaverton, Oregon 97005-6453. The Code of Conduct applies to all of the Company’sCompany's employees and directors, including our CEO and all other executive officers. The Code of Conduct provides that any waiver of the Code of Conduct for executive officers or directors may be made only by the Board or a committee of the Board. Any such waiver will be publicly disclosed, when required by law. The Company plans to disclose amendments to, and waivers from, the Code of Conduct on the Company’sCompany's corporate website: http://investors.nike.com.

Under our director compensation program in effect for fiscal 2021,2022, non-employee directors receive:

Neither Mr. Donahoe nor Mr. Parker received any additional compensation for services provided as a director in fiscal 2021.2022.

NIKE maintains stock ownership guidelines for all non-employee directors. Under these guidelines, directors are required to hold NIKE stock valued at five times their annual cash retainer. New directors are required to attain these ownership levels within five years of their election to the Board. Each of our directors has met or is on track to meet the specified ownership level.

Under our Deferred Compensation Plan, non-employee directors may elect in advance to defer up to 100 percent of the director fees paid by the Company. For a description of the plan, see the section below titled "Compensation Discussion and Analysis—Executive"Executive Compensation Tables—Non-Qualified Deferred Compensation in Fiscal 2021—2022—Non-Qualified Deferred Compensation Plans".

This Compensation Discussion and Analysis ("CD&A") describes our compensation program, philosophy, decisions, and process for the compensation of our "Named Executive Officers" (also referred to as our "NEOs") for fiscal 2021:2022:

Through this engagement, we learned that shareholders were largely supportive of the design of the underlying executive compensation program design for fiscal 2020. However,2021. Furthermore, shareholders expressed support for additional disclosureappreciated the Company's responsiveness to their feedback regarding the COVID-related adjustments made to payouts in order to more meaningfully assess fiscal 2020 compensation. During these conversations, we shared additional detail regardingsay-on-pay vote, especially the Compensation Committee's approach to determining fiscal 2020 executive compensation, including the magnitude that the onsetreplacement of the pandemic had on the Company's fourth quarter, which began in March 2020, and the committee's desire to appropriately compensate the management team for strong performance in the first three quarters and the resilience with which they operated during this unprecedented time while maintaining our pay-for-performance philosophy. Shareholders appreciated this additional information regarding COVID-related adjustments for fiscal 2020 and expressed no ongoing concerns regarding these decisions.

We also discussed with shareholders the structure of our long-term incentive program in light of replacing cash-based LTIP awards with stock-based PSU awards beginning in fiscal 2022 for the fiscal 2022 – 2024 performance period. We confirmed that the fiscal 2022 PSU awards maintain the same general features and structure as the fiscal 2021 cash-based LTIP awards, including the same performance metric and a similar "People & Planet" modifier. The fiscal 2022 PSUs are described in the section below titled "Compensation of our Named Executive Officers—Long-Term Incentive—Fiscal 2022 Long-Term Incentive Compensation Changes"Award Grants—Fiscal 2022 – 2024 PSUs". While shareholders supported the design of the PSU awards, they recommended increasing the proportion of total long-term incentive compensation granted in the form of PSUs. We are incorporating this feedback by evolving the long-term incentive compensation mix to be delivered 50% in the form of PSUs for all executive officers. This change will be phased in over multiple years, beginning with fiscal 2023 award grants.

During theseThese shareholder engagements we also hadprovided an opportunity to discuss our strategic transformation, driven by our Consumer Direct Acceleration strategy which is focused on creating more premium, consistent, and seamless consumer experiences while operating under a simple consumer construct. Ashighlight the short-term disclosure impact of replacing cash-based LTIP awards with PSUs beginning in fiscal 2022. Because SEC rules require that we report cash-based incentive awards in the Summary Compensation Table for the year earned but report stock-based incentive awards in the Summary Compensation Table for the year granted, for fiscal 2022 the Summary Compensation Table reflects both the payout of LTIP awards for the 2020 – 2022 performance period (which were awarded as part of this conversation, shareholders provided feedback related to Mr. Donahoe's fiscal 2020 sign-on awards, with some expressing concern overannual compensation) and the quantumgrant of PSUs for the awards. We explained2022 – 2024 performance period (which were awarded as part of fiscal 2022 annual compensation). Shareholders recognized that Mr. Donahoe forfeited approximately $79 million in incentive awards upon resigning as the Presidentshift to PSUs would temporarily and CEO at ServiceNow in 2019 to become NIKE's CEO, which our shareholders noted mitigated their concerns around these awards. Shareholders also expressed a desire for disclosure explaining how a successful CEO transition would be measured with respect to Messrs. Donahoe's and Parker's transition-period cash incentive awards. We have included this disclosure, including key quantitative and qualitative achievements,artificially inflate values in the section below titled "CompensationSummary Compensation Table, and supported the evolution of our Named Executive Officers—Fiscal 2020 Leadership Transition Awards—Transition-Period Cash Incentive Awards". Finally, as a part of this discussion, we discussed with shareholderslong-term incentive program structure despite the restricted stock unit ("RSU") awards which were approved during fiscal 2020 and granted to the management team on June 1, 2020 in order to support continuity of leadership during a key transitional period for the Company that includes our CEO succession and the launch of our Consumer Direct Acceleration strategy. Shareholders broadly understood the rationale behind the RSU awards and were supportive of granting them (as initially disclosed in the 2020 proxy statement, and discussed in the section below titled "Compensation of our Named Executive Officers—Fiscal 2020 Leadership Transition Awards—Stock-Based Transition Awards") given the extensive transformation NIKE is undergoing and the importance of leadership continuity.short-term disclosure complications.

The Board and Compensation Committee greatly valuesvalue these engagements with shareholders and isare committed to maintaining ongoing dialogue and incorporating shareholder feedback into the design of the executive compensation program going forward.

The following table summarizes feedback themes we heard from shareholders and actions taken to be responsive:

NIKE's annual direct compensation for the Named Executive Officers generally consists of the following elements:

Our executive compensation program is designed to attract and retain top-tier talent in a competitive marketplace and to maximize shareholder value by rewarding NEOs for strong Company performance. The program generally consists of annual direct compensation, with a focus on incentive compensation, and competitive benefits that are generally consistent with the benefits offered to our other U.S.-based employees. In connection with the senior leadership changes that occurred in late fiscal 2020, and to support continuity of our highly recruitable leadership team during a key period, in fiscal 2020 the Compensation Committee also approved special transition-related awards to be paid or granted during fiscal 2021, as previously described in our 2020 proxy statement and further described in the section below titled "Fiscal 2020 Leadership Transitions".

Our philosophy is to "pay for performance" in order to drive business results and maximize shareholder value. As a result, executive compensation is highly incentive-based and weighted towards long-term awards to emphasize long-term performance and support retention. For fiscal 2021, to balance continued adherence to our "pay for performance" philosophy with the need for flexibility to respond to the ongoing COVID pandemic, the Compensation Committee determined to grant annual cash incentive awards in the form of annual bonuses based on objective financial metrics targeted at driving our recovery and emergence from the impacts of COVID. These bonuses are described in the section below titled "Annual Cash Incentive".

Base salary is a fixed element of compensation that serves to attract and retain top-tier talent. TheGenerally, the Compensation Committee generally reviews and determines base salaries for our Named Executive Officers in June, with any adjustments becoming effective in August of the same year.

Historically, we have paid annualAnnual cash incentive awards are paid to the Named Executive Officers under our Executive Performance Sharing Plan ("PSP"), with. PSP awards reflect our "pay for performance" philosophy: they are earned between 0% and 150% of target based on Company performance during the fiscal year. The Compensation Committee retains discretion to adjust PSP metrics and award payouts determinedbased on individual or Company performance. To align employees and reinforce our one-team culture, the same compensation philosophy and metrics that underlie our PSP awards generally apply to all global employees who are eligible to participate in the Company's success through annual incentive bonuses.

Historically, PSP awards were earned based on Company earnings before interest and taxes (as adjusted to exclude the impact of certain non-operational events, "Adjusted EBIT")events) measured over the entire fiscal year. To align employees and reinforce our one-team culture, the same compensation philosophy, structure, and metrics underlying our PSP awards were also appliedIn response to all other global employees eligible to participate in the Company's success through incentive bonuses. The Compensation Committee generally set the PSP metric, performance goal, and target awards for our Named Executive Officers at the start of the fiscal year in June, and would determine the payout following completion of the fiscal year.

In setting fiscal 2022 PSP target awards, the Compensation Committee considered the evolution of Mr. Parker's responsibilities as Executive Chairman and determined not to grant Mr. Parker a PSP award. With respect to each other Named Executive Officer, the Compensation Committee maintained the fiscal 2022 PSP target award at the same level as his or her fiscal 2021 annual cash incentive awards in the form of annual bonuses rather than PSP awards. Staying true to our "pay for performance" philosophy, the Compensation Committee structured these annual bonuses to be earned between 0% and 150% of target based on achievement of objective financial metrics set for each of two equally-weighted, six-month performance periods, with the final payout to be determined by the committee taking into consideration the Company's fiscal 2021 revenue performance. As described in further detail below, the financial metrics for each performance period were selected to support our COVID response and strategic priorities during that period.

As illustrated below, the Compensation Committee set challenging performance goals for each metric at Company distribution centers or Company-owned stores, or in transit to Company distribution centers,levels designed to incentivize strategic management of excess inventory accumulated as a result of the COVID pandemic.

In June 2022, at the end of our fiscal year, the Compensation Committee considered the Company's performance for fiscal 2022 in light of two unexpected and extraordinary COVID-related challenges. First, during the same periodfirst quarter, government-mandated factory closures in Vietnam and Indonesia resulted in the Company losing approximately three months of production. This production loss reduced available for sale inventory supply during the second, third, and fourth quarters, which impacted fiscal 2020 ("Prior Year 1H");2022 Revenue. Then, during the SG&A performance goal represented a decreasefourth quarter, widespread COVID-related lockdowns in spending of 6% to 12% compared to Prior Year 1H;China impacted physical retail traffic, which resulted in lower fourth quarter Revenue and the Inventory UnitsEBIT. The Compensation Committee first considered actual achievement for fiscal 2022 Adjusted Revenue, Adjusted Digital Revenue, and Adjusted EBIT, as illustrated below:

Each metric was achieved below the designated threshold, resulting in an overall achievement of 0% of target. Notwithstanding the below-threshold performance, goal rangethe Compensation Committee noted that achievement still represented a decrease in inventory levels of 1% to 15%year-over-year growth for each metric compared to Prior Year 1H, reflecting our drive to quickly clear excess inventory accumulated due to COVIDactual fiscal 2021 results (6% for Adjusted Revenue, 19% for Adjusted Digital Revenue, and return to healthy inventory levels. Earnout levels were established based on the number of 1H1% for Adjusted EBIT). The committee therefore considered Company performance goals achieved or exceeded. Certain achievements corresponded to an earnout range rather than a fixed earnout percentage, with the final 1H earnout to be determined within the designated range, if applicable, based on the quality of the Company's 1H performance. The 1H performance goals and earnout levels were as follows:

The Compensation Committee considered the strength of the Company's performance under both the unadjusted and performance goals—was 120%. Based on these factors, andadjusted scenarios as illustrated in the graphic below,well as our one-team culture. For Mr. Donahoe, the Compensation Committee determined a fiscal 2021 annual cash incentive2022 PSP payout of 120%0%, reflecting the highest level of accountability for the Chief Executive Officer despite strong performance during extraordinary challenges. For each of Messrs. Friend and Campion and Ms. O'Neill, the NEOs.

Long-term cash incentive awards are paid tocompensation incentivizes and rewards long-term Company performance, aligns executives' interests with those of our shareholders, and promotes retention in a highly competitive talent marketplace. Therefore, this element of our executive compensation program forms the largest portion of our Named Executive OfficersOfficers' annual direct compensation, constituting 78% of fiscal 2022 target total annual direct compensation for Mr. Donahoe (67% for Mr. Parker, and 62% for each other NEO). For fiscal 2022, long-term incentive compensation consisted of three components: performance-based restricted stock units ("PSUs"), stock options, and restricted stock units ("RSUs"), each granted under our Stock Incentive Plan. We consider PSUs and stock options to be performance-based awards, because PSUs are not earned unless performance conditions are satisfied, and stock options have no value unless our stock price increases. Consistent with our "pay for performance" philosophy, we deliver a majority of each NEO's long-term incentive compensation in the form of performance-based awards (73% for Mr. Donahoe, 100% for Mr. Parker, 70% for Mr. Friend, and 69% for Mr. Campion and Ms. O'Neill).

The Compensation Committee introduced PSUs as a new vehicle for our long-term incentive compensation in fiscal 2022. Prior to fiscal 2022, this component of executive compensation was delivered in the form of cash-based awards under our Long-Term Incentive Plan ("LTIP"). Like our annual cashIn recognition of the significant shift from cash-based awards to stock-based awards, the Compensation Committee determined to otherwise maintain stability for this component, including keeping target award values the same and retaining a similar award structure, including metrics and performance goals.

The Compensation Committee determined the fiscal 2022 long-term incentive awards in June 2021. As noted above, the Compensation Committee determined to keep fiscal 2022 – 2024 PSU target award values at the same level as fiscal 2021 – 2023 LTIP target awards for each Named Executive Officer, to maintain consistency for this component in light of the shift from cash-based to stock-based awards. With respect to stock option and RSU award values, the Compensation Committee considered multiple factors, including performance, evolving responsibilities, our cohort compensation approach, the highly competitive talent marketplace, and the fact that cohort-level long-term incentive awards were not increased in fiscal 2021. Accordingly, the Compensation Committee decreased Mr. Parker's stock option award by $4,000,000 and maintained his RSU award at $0. For each other Named Executive Officer, the Compensation Committee determined to increase the stock option award (by $900,000 for Mr. Donahoe, $60,000 for Mr. Friend, and $360,000 for each of Mr. Campion and Ms. O'Neill) and the RSU award (by $600,000 for Mr. Donahoe, $40,000 for Mr. Friend, and $240,000 for each of Mr. Campion and Ms. O'Neill). The fiscal 2022 long-term incentive award values were:

PSUs align our Named Executive Officers' interests with those of our shareholders by motivating and rewarding achievement of long-term shareholder value and growth. PSU awards reflect our "pay for performance" philosophy: they are earned between 0% and 200% of target based on Company performance during a three-year performance period.

In June 2021, the Compensation Committee selected the metric, corresponding performance goals, and award terms for the fiscal 2022 – 2024 PSU awards. As noted above, the committee chose to keep the structure of these awards similar to the structure of the 2021 – 2023 LTIP awards to maintain consistency for this component in light of the shift from cash-based to stock-based awards. The Compensation Committee retains discretion to adjust LTIP award payouts based on individual or Company performance.

The fiscal 20212022 – 2023 LTIP2024 PSU awards also contain a "People & Planet" modifier designed to support our commitment to our Purpose, Offense, which is a key component of our long-term strategy. If Relative TSR meets or exceeds the threshold performance goal, the "People & Planet" modifier permits the Compensation Committee to increaseadjust the award payoutearnout upwards or downwards by up to 2520 percentage points (subject to both the 200% maximum earnout and the 100% Absolute TSR cap) based on a holistic assessment of the Company's performance with respect to employee engagement and inclusion, leadership diversity, and sustainability. Structuring the modifier as a holistic assessment ensures that the final payoutearnout comprehensively balances these broad and disparate issues and appropriately reflects the spirit of our Purpose Offense.commitment. In determining the "People & Planet" modifier, for fiscal 2021 – 2023 LTIP awards,

the Compensation Committee will consider the Company's progress towards achieving certain of the five-year Purpose goals described in our 2020fiscal 2021 Impact Report, including goals regarding increasing representation of women in our global corporate workforce and leadership positions; increasing representation of U.S. racial and ethnic minorities in our U.S. corporate workforce and at the Director level and above; employee feedback with respect to engagement and inclusion; foundational expectations related to responsible manufacturing in our supply chain; and operating more sustainably with respect to carbon, waste, water, and chemistry.

Stock options align our Named Executive Officers' interests with those of our shareholders by rewarding the achievement of upside potential, and they reflect our "pay for performance" philosophy because they provide value to the NEOs only if the price of our Class B Stock appreciates.

The number of stock options granted to each NEO for fiscal 20212022 was determined by dividing the NEO's award value by the Black-Scholes value (calculated based on a twenty-day average stock price and the available five-year and seven-year interest rates) of a stock option on the date of grant. Options granted to the Named Executive Officers vest in equal annual installments over four years and have an exercise price equal to the closing market price of our stock on the date of grant.grant (or the trading day immediately prior to the grant date, if the grant date is not a trading day). To promote retention, stock options generally provide that if a Named Executive Officer leaves the Company, they forfeit any unvested stock options. Forfeiture is subject to a limited retirement provision designed to encourage executives to delay retirement and partial accelerated vesting upon termination of employment in connection with a divestiture or reduction in force (each as described in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control").

RSUs align our Named Executive Officers' interests with those of our shareholders by rewarding the achievement of long-term value creation, and they reflect our "pay for performance" philosophy because their value is directly tied to our Class B Stock price.

The number of RSUs granted to each NEO for fiscal 20212022 was determined by dividing the NEO's award value by the average closing price of our Class B Stock for the 20-trading day period ending on the date of grant. RSUs granted to the Named Executive Officers as part of our stock-basedlong-term incentive awardcompensation vest in equal annual installments over three years and accumulate dividend equivalents that are paid only upon vesting. To promote retention, RSU awards generally provide that any unvested RSUs are forfeited if the Named Executive Officer leaves the Company. Forfeiture is subject to partial accelerated vesting upon termination of employment in connection with a divestiture or reduction in force (as described in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control").

Historically, we have structured ourFor fiscal 2023 the Compensation Committee reviewed the total mix of long-term incentive compensation to include a mix of cash-based awards (consisting of awards under our LTIP) and stock-based awards (consisting ofcomponents—PSUs, stock options, and RSUs under our Stock Incentive Plan).RSUs. After considering shareholder feedback, including feedback received during our extensive shareholder engagement, and evolving market practice, the Compensation Committee determined to replace cash-basedincrease the proportion of total long-term incentive awards with performance-based restricted stock units (“PSUs”) beginning in fiscal 2022. Like the historical cash LTIP awards, PSUs will be earned between 0% and 200% of target based on Company performance during a three-year performance period. The fiscal 2022 – 2024 PSU awards also contain a "People & Planet" modifier, which is the same as the 2021 – 2023 LTIP award modifier except that it permits the PSU award earnout to be either increased or decreased by up to 20 percentage points. The Compensation Committee believes that this shift to PSUs reflects our "pay for performance" philosophy, because the number of PSUs earned will be determined by long-term Company performance and the value of the awards upon vesting will be directly tied to our Class B Stock price.

We maintain a U.S. tax qualified retirement savings plan—the 401(k) Savings and Profit Sharing Plan for Employees of NIKE, Inc. (the "401(k) Plan")—under which all eligible U.S. employees, including the Named Executive Officers, are able to make pre-tax and after-tax contributions from their cash compensation. We make annual matching contributions for all participants equal to 100% of their pre-tax contributions up to 5% of their total eligible compensation.

The Internal Revenue Code limits the amount of compensation that can be deferred under the 401(k) Plan, and also limits the amount of salary and annual cash incentive award ($285,000290,000 for fiscal 2021)2022) that may be taken into account when determining contributions under that plan. Accordingly, we provide our Named Executive Officers and other highly compensated employees with the opportunity to defer their compensation, including amounts in excess of the tax law limit, under our nonqualified Deferred Compensation Plan. We do not match deferrals to the Deferred Compensation Plan. If we make an annual profit sharing contribution under the 401(k) Plan, we also make equivalent profit sharing contributions under the Deferred Compensation Plan with respect to salary and annual cash incentive award of any eligible employee that exceeds the tax law limit, and for fiscal 2021limit; these contributions were equal to 0% of the total salary and annual cash incentive award of each Named Executive Officer in excess of $285,000. These contributions under the Deferred Compensation Plan allow our Named Executive Officers and other highly compensated employees to receive profit sharing contributions in the same percentage as our other employees. We doBecause we did not match deferrals tomake a profit sharing contribution under the 401(k) Plan for fiscal 2022, we did not make any profit sharing contributions under the Deferred Compensation Plan.Plan either. Balances in the Deferred Compensation Plan, including the balances of the Named Executive Officers, are unsecured and at-risk, meaning that the balances may be forfeited in the event of the Company’sCompany's financial distress, such as bankruptcy.

Fiscal 20212022 matching and profit sharing contributions to the Named Executive Officers under the qualified and nonqualified plans are included in the All Other Compensation column in the Summary Compensation Table on page 47.42.

Our Employee Stock Purchase Plan allows eligible employees in the United States and in many countries outside of the United States, including the Named Executive Officers, to purchase Class B Stock through payroll deductions at a 15% discount to the market price on the first or last trading day of the six-month purchase period, depending on which day the stock price was lower. In fiscal 2021,2022, all of our Named Executive Officers participated in our Employee Stock Purchase Plan, with the exception of Messrs. Donahoe and Parker.

Our executive compensation program includes limited perquisites and other personal benefits for our Named Executive Officers, which generally consist of home security and financial planning services. Given the nature of our business, from time to time certain Company employees, including certain executive officers, may also receive Company product, event tickets, or travel benefits that are not generally offered to all employees.

In addition, our CEOMr. Donahoe and Executive ChairmanMr. Parker are entitled to limited personal use of Company aircraft, primarily pursuant to time sharing agreements, which is intended to increase the security, availability, and productivity of these individuals, and enhanced charitable gift matching under our Employee Matching Gift Program, with an annual executive contribution limit of $1,000,000 and Company matching on a 4:1 basis. Finally, givenOur Employee Matching Gift Program does not match employee contributions that benefit the natureemployee, including contributions to the employee's personal or family foundation or to a non-profit organization that is managed or led by, or provides compensation or assistance to, the employee or a member of our business, from timetheir family. For fiscal 2022, Mr. Donahoe and Mr. Parker each donated to time certain Company employees, including certain executive officers, may receive Company product, event tickets, or travel benefits that are not generally offered to all employees. a range of charitable causes.

We do not provide any tax gross-ups on perquisites to our executive officers. Greater detail about the perquisites and personal benefits provided to our Named Executive Officers in fiscal 20212022 is provided in the footnotes to the Summary Compensation Table on page 47.42.

In exchange for non-competition agreements from each of our Named Executive Officers, we have agreed to provide monthly payments during the non-compete period following termination of employment, as described in the section below titled "Executive Compensation Tables—Potential Payments upon Termination or Change-in-Control". We believe that it is appropriate to compensate individuals to refrain from working with competitors following termination, and that compensation enhances the enforceability of such agreements.

In connection with the CEO transition in fiscal 2020, we entered into letter agreements with each of Messrs. Donahoe and Parker. Other than these two letter agreements, we do not have employment contracts with any of our executive officers.

The Compensation Committee oversees our executive compensation program, including determining the value and composition of the compensation package for each of our executive officers and setting annual performance goals for the CEO. In addition to any special actions the Compensation Committee may take throughout the year, the committee generally acts with respect to compensation for our Named Executive Officers during the fiscal year as follows:

Given the competitive market for top-tier talent, the Compensation Committee uses a peer group (consisting of companies with similar revenue size, market capitalization, brand value, products, or markets, or with which we compete for executive talent)talent, or which are aligned with our evolving business and talent strategies) to provide a reference for assessing executive compensation levels and practices. Based on the criteria, we determined thatthe following peer group was considered for purposes of setting fiscal 20212022 executive compensation, our peer group should be refined to include American Express, Best Buy, and Oracle, and to remove FedEx and Macy's. Our revised peer group consists of the following companies:compensation:

In addition to considering our peer group, the Compensation Committee also uses market survey data from third parties, including Aon, Willis Towers Watson, and Mercer, about a broader range of companies. The Compensation Committee generally does not set executive compensation at or near any particular percentile of peer group, or market, compensation. Instead, the committee considers compensation to be competitive if it is generally within a reasonable range of market median.

The CEO makes compensation recommendations to, and participates in discussions with, the Compensation Committee regarding the compensation of each executive officer other than himself. In addition, our human resources staff regularly provides data, analysis, and recommendations to the committee regarding executive compensation.

The Compensation Committee meets regularly in executive session without the CEO or other management present to discuss our executive compensation program. Such executive sessions include discussions about, among other topics, the CEO's performance and compensation and the design and operation of our executive compensation plans.

The Compensation Committee has the authority, in its sole discretion, to retain compensation consultants to assist the committee in overseeing our executive compensation program. The Compensation Committee chose not to retain any such consultants in fiscal 2021.2022. However, in connection with the committee's analysis and decision-making regarding the fiscal 20212022 executive compensation program, the Compensation Committee supplemented peer group data with information from surveys and reports containing competitive market data from Aon, Willis Towers Watson, and Mercer, which are obtained by our human resources staff.

New executive officers are required to attain these ownership levels within five years of their appointment. As of May 31, 2021,2022, the CEO each other Named Executive Officer, and each of our other executive officers, including each other Named Executive Officer, has met or is on track to meet the applicable ownership guideline within the requisite period.

The Company’sCompany's Blackout and Pre-clearance Policy (which supplements our Insider Trading Policy) prohibits directors, executive officers, and other designated insiders (based on seniority and department) from engaging in transactions involving hedging, monetization, or short sales of NIKE stock, including zero-cost collars and forward sale contracts. The policy also requires directors and executive officers, along with members of their families and designated insidershouseholds, to obtain pre-approval from the Company’s Clearance DirectorCompany's Chairman or CEO before pledging NIKE stock. Before grantingany such approval of any pledge,is granted, the Company's Clearance Director considers the size of the pledge relative to the individual’sindividual's other holdings, both direct and indirect, and NIKE’sNIKE's shares outstanding; the risk of foreclosure given the nature of the associated transaction; protections against the appearance of insider trading, including prohibitions on sales during trading black-outs;blackouts; and the ability to timely report sales on Form 4.

Neither PSP nor LTIP awards are subject to acceleration upon a change in control. StockPSU, stock option, RSU, and restricted stockRSU awards are subject only to "double-trigger" accelerated change-in-control vesting (with PSUs vesting at 100% of target), meaning that vesting is accelerated only if there is a change in control of the Company, and within the following two years, either the acquiring entity fails to assume the awards or the employee’semployee's employment is terminated by the acquirer without cause or by the employee for good reason. This double-trigger acceleration is intended to encourage executive retention through a period of uncertainty. The Compensation Committee believes that this approach will enhance shareholder value in the context of an acquisition and align executives' interests with those of investors. The effect of change-in-control transactions on stock-based awards is described further in the section below titled "Executive Compensation Tables—Potential Payments Upon Termination or Change-in-Control".

We maintain a clawback policy for the recoupment of incentive compensation. Under the clawback policy, an executive officer who is involved in wrongful conduct that results in a restatement of the Company’sCompany's financial statements must repay to the Company up to the full amount of any incentive compensation that was paid based on the financial statements that were subsequently restated. The clawback policy covers PSP awards, LTIP awards, stock-based awards (based on excess proceeds from pre-restatement sales of stock acquired pursuant to the stock-based awards), and profit sharing contributions to the Deferred Compensation Plan. In addition to the clawback policy, the PSP, LTIP and Stock Incentive Plan also specify that the Committee may apply further clawback requirements to awards through additional clawback policies or award agreement provisions, and that all awards are subject to clawback requirements under applicable law and regulation.

At the Compensation Committee’sCommittee's request, in fiscal 2021,2022, management prepared and discussed with the committee an assessment of potential riskrisks associated with the Company’sCompany's compensation programs, including any risk that would be reasonably likely to have a material adverse effect on the Company. This included an assessment of risks associated with each element of employee compensation. The assessment considered certain design features of the compensation program that reduce the likelihood of excessive risk taking, such as reasonable performance targets, capped incentive compensation payouts, a balance of short- and long-term incentives, a balance of cash- and stock-based incentives, vesting of awards over time, and the potential for clawback of incentive compensation. In addition, for stock-based compensation, we have adopted stock ownership guidelines, provided for limited accelerated vesting of PSUs, stock options, and RSUs upon termination of employment, and provided for only double-trigger accelerated vesting of stock-based awards upon a change in control.

Section 162(m) of the Internal Revenue Code generally places a $1 million limit on the amount of compensation a company can deduct in any one year for "covered employees". While the Compensation Committee seeks to preserve tax deductibility in developing and implementing our executive compensation program, the committee also believes that it is important to maintain flexibility in administering compensation programs in a manner designed to promote varying corporate goals and the interests of our shareholders. Accordingly, we have not adopted a policy that all compensation must qualify as deductible for tax purposes and retain the ability to provide compensation that may not qualify as deductible under Section 162(m).

The Compensation Committee of the Board of Directors has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on the review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.