The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of NIKE, Inc. (the “Company”) is to:
- discharge the Board’s responsibilities relating to compensation of the Company’s executive officers and directors;
- oversee the administration of the Company’s executive compensation plans; and
- oversee the performance evaluation of the Chief Executive Officer (“CEO”) and other executive officers.
The Compensation Committee shall consist of at least three directors as determined by the Board. The Committee members shall meet the independence requirements of the New York Stock Exchange (“NYSE”) and all other applicable rules, regulations, and statutes, as determined by the Board in the exercise of business judgment. The Committee members shall also qualify as “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended, and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.
The Committee shall meet with such frequency and at such intervals as it determines is necessary to carry out its duties and responsibilities. The Committee may permit attendance at meetings by management and such ex officio members as the Committee may determine appropriate or advisable from time to time. The Committee shall report regularly to the Board on matters within the Committee’s responsibilities, and shall maintain minutes of Committee meetings.
Duties and Responsibilities
Committee will have the following duties and responsibilities:
- Recommend to the Board the selection of corporate officers.
- Review executive officer succession plans.
- Review and approve employment, severance, change-in-control, termination, and retirement agreements for executive officers.
- Review the Company’s overall philosophy and practices regarding executive compensation.
- Review and make recommendations to the Board with respect to significant retirement and benefit plans.
- Review and make recommendations to the Board with respect to executive compensation plans, including incentive compensation and equity-based compensation.
- Administer and interpret executive compensation plans as required by the terms of the plans.
- Review and approve performance goals and objectives with respect to the compensation of the CEO and executive officers, consistent with approved compensation plans.
- Oversee the performance evaluation of the CEO against approved goals and objectives, and, based on the evaluation, determine and recommend to the independent members of the Board the CEO’s compensation (other than compensation required to be approved solely by the Committee).
- Review and make recommendations to the independent members of the Board with respect to the compensation of the other most highly compensated executive officers listed in the Company’s proxy statement; review and approve the the compensation of all other executive officers; and review and approve any non-standard compensation (such as non-plan or off-cycle compensation) for corporate officers who are not executive officers.
- Review and make recommendations to the Board with respect to compensation of directors.
- The sole authority to retain and terminate any consultant engaged to assist the Committee in the evaluation of the compensation of directors, the CEO, or senior executives, including the sole authority to approve the consultant’s fees and other retention terms.
- Approve the annual Committee report for inclusion in the Company’s proxy statement.
- Annually evaluate the performance of the Committee and report the results of the evaluation to the Board.
- Review and assess annually the adequacy of the Committee’s charter.
- Perform such other duties and responsibilities as the Board may, from time to time, assign to the Committee.