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;
- evaluate the performance of the Chief Executive Officer (“CEO”); and
- perform all other duties as set forth in this charter
The Compensation Committee shall consist of at least three directors. The Committee members shall be independent as defined by New York Stock Exchange ("NYSE") listing standards, as determined by the Board in the exercise of its 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 the succession plans and leadership development for the executive officer positions, including a review of the Company's development, succession management and diversity efforts.
- 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 subject to the terms of the plans.
- Review and make recommendations to the Board with respect to adoption and amendment of executive compensation plans, including incentive compensation and equity-based compensation.
- Administer and interpret equity-based and executive incentive compensation plans as required by the terms of the plans.
- Annually review and approve corporate goals and objectives relevant to the compensation of the CEO.
- Annually evaluate the performance 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 (other than compensation required to be approved solely by the Committee); and review and approve the compensation of all other executive officers.
- Review and make recommendations to the Board with respect to compensation of directors.
- Have the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser ("Adviser"), only after taking into consideration all factors relevant to the Advisor's independence from management (including the factors specified in Section 303A.05(c) of the NYSE Listed Company Manual), and to terminate the Adviser; and be directly responsible for the appointment, compensation and oversight of the work of any Adviser (and receive appropriate funding from the Company, as determined by the Committee, for the payment of reasonable compensation to the Adviser)
- Review and discuss with the Company's management the Company's Compensation Discussion and Analysis ("CD&A") prepared in accordance with Securities and Exchange Commission regulations and, based on the review and discussion, determine whether to recommend to the Board that the CD&A be included in the Company's proxy statement and annual report on Form 10-K.
- Produce the annual Compensation Committee Report for inclusion in the Company's proxy statement and annual report on Form 10-K.
- 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.