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Management and incentives

NIKE, Inc. NKE

Three-pass checked

NIKE pays Elliott Hill to hold sales flat and widen the profit margin, and in fiscal 2026 the profit half of his bonus paid at 125% of target on Adjusted EBIT of $3.3B. He gets there by pushing goods back through wholesale, shrinking Converse and cutting payroll, because the $986M tariff refund that flattered fiscal 2026 does not come twice.

Key data

Plan periodFiscal 2026, June 1, 2025 to May 31, 2026
Annual cashTarget $3.0M at 200% of salary, range $750,000 to $6.0M
Long-term equityTarget $15.5M, split 50% PSUs, 25% options, 25% RSUs
Separate grant$15.0M retention award granted December 10, 2025, half of it on fiscal 2027 margin
Fiscal 2026 outcomeBonus 74% of target, fiscal 2024–2026 PSUs 0%
Latest paceNo fiscal 2027 quarter reported yet, fiscal 2026 is the last closed year
Stock against the planOptions struck at $77.37 on September 1, 2025, stock $35.96 on September 16, 2026
Filing anchorDEF 14A filed July 15, 2026, fiscal 2026 10-K filed the same day

NKE · price with moving averages

Daily · 6MWeekly · 3Y
$27$52$78$103$129 Oct '23May '24Dec '24Jul '25Feb '26Oct '26 Bid Cap
EMAs82140

Source: market data.

What the plan pays for

ElementWhat it measures, in plain wordsWeightPeriodPayout range
Annual cash bonus, target $3.0M
Adjusted RevenueEverything customers paid, with currency swings, buyback variance, restructurings, deals and law changes taken back out50%Fiscal 20260% to 200%
Adjusted EBITProfit before interest and tax, same adjustments50%Fiscal 20260% to 200%
Long-term equity, target $15.5M
PSU, Adjusted Revenue growthYearly sales growth rate, the three years averaged25% of equityFiscal 2026 to 20280% to 200%
PSU, Adjusted EPS growthYearly per-share profit growth rate, the three years averaged25% of equityFiscal 2026 to 20280% to 200%
PSU, Relative TSR modifierWhere the stock lands against the rest of the S&P 500Multiplies the whole PSU payoutFiscal 2026 to 202875% at or below the 25th percentile, no change in the middle, 125% at or above the 75th, held to 100% if the stock is down, hard cap 200%
Stock optionsWorth nothing unless the stock clears $77.3725% of equityFour equal yearsn/a
RSUsShares that vest with time25% of equityFour equal yearsn/a
Retention grant, target $15.0M, cliff vests December 10, 2027
Continued serviceStay through the date50%To December 10, 20270% or 100%
Adjusted Operating Margin GrowthFiscal 2027 margin in basis points above the fiscal 2026 EBIT margin of 8.3%50%Fiscal 20270% below target, 100% at target, 200% at maximum, target not disclosed
Open earlier cycle
PSU, Relative TSRStock against the S&P 500, the only metricAll of the fiscal 2025 PSU grantSep 1, 2024 to Aug 31, 20270% below the 25th percentile, 100% at the 55th, held to 100% if the stock is down

Revenue on one side and margin on the other is an instruction to defend profit without letting the top line slide, and every lever that does both runs through mix and cost. Hill carries no soft bucket, while the four officers under him have 20% of their bonus on wage-related overhead and employee engagement. The equity changed in June 2025: after relative stock performance had been the sole long-term metric for four straight grants, the committee moved to sales and per-share profit and demoted the stock measure to a modifier.

What it has paid so far

Fiscal yearBonus, % of targetPSU cycle certifiedRevenue bar vs prior-year actualProfit bar vs prior-year actualAdjusted RevenueAdjusted EBIT
202465%FY2022–2024 at 0%, 10th percentile+5.0%+15.0%$51.7B, 37% earned$7.1B, 93% earned
20250%FY2023–2025 at 0%, 4th percentile−3.0%−8.0%$46.4B, 0% earned$3.5B, 0% earned
202674% Hill, 78% othersFY2024–2026 at 0%, 1st percentile+0.5%−15.0%$45.8B, 76% earned$3.3B, 125% earned

The bars came down two years running. Fiscal 2026 asked for revenue half a point above the prior year and profit fifteen points below it, and the profit line cleared that lowered bar by $123M to pay 125%. The averaged scorecard read 101%, and the committee cut it to 74% so officers would not be paid above the rank and file. Hill did not hold the seat in fiscal 2024, when John Donahoe's team earned the 65%. Three straight long-term cycles have certified at zero, which is why the metric changed.

Open windowBase priceStock nowNKE price returnS&P 500 price return
FY2025–2027 PSUs$83.32, Aug 30, 2024$35.96−56.8%+34.3%
FY2026–2028 modifier$60.59, May 30, 2025$35.96−40.7%+28.3%

Both windows sit far enough below the index that the upside multiplier is gone and the negative-return cap binds.

What he does next

The fiscal 2027 margin bar is measured against a base a court handed him. A $986M benefit for tariffs ruled unauthorized landed in cost of sales in the fourth quarter, and NIKE has since collected it. Strip that out and the year's profit sits under the threshold that paid nothing in fiscal 2025. Thirty analysts model fiscal 2027 revenue of $45.6B and profit of $3.2B, a 7.1% margin, 121 basis points below the base he has to beat. There is no money to buy the difference: $2.9B from operations less $684M of capital spending leaves $2.2B against a $2.4B dividend, buybacks already fell to $146M from $3.0B, and $2.0B of debt has turned current. The plan also cancels out buyback variance, so shrinking the share count cannot lift the per-share bar.

So the levers are the cheap ones. Watch the channel split, $27.5B wholesale against $17.7B of NIKE Direct, because moving goods to wholesale takes store cost off NIKE's books and hands the customer back to the retailer. Watch Note 18: $385M of severance was booked in fiscal 2026 and the 10-K says more may follow, and because the plan removes unanticipated restructurings the charge costs him nothing while the savings stay. Watch Converse, down 31% to $1.2B, where the plan neutralizes divestitures, so a sale is worth nothing to his scorecard and might happen anyway.

Hill bought 40,048 shares for about $2.0M in two open-market purchases, December 2025 and April 2026, neither pre-scheduled, and sold nothing. Below him thirteen sales in twelve months came to $8.1M, of which Executive Chairman Mark Parker's block of 86,078 shares at $64.80 was $5.6M on a plan adopted in November 2024.

Closing thoughts

He is paid to stop the sales slide and lift the margin, and the only tools that reach both are mix and payroll. The one number that decides his next two years is the fiscal 2027 margin against 8.3%, a base a one-time tariff refund helped build, and the street sees him a full point short.

Methodology

Sector frame: Consumer discretionary, footwear and apparel; incentive frame is annual Adjusted Revenue and Adjusted EBIT plus three-year Adjusted Revenue and Adjusted EPS growth with a relative stock modifier; valuation multiples, moat durability and scenario work are omitted as out of lane for this report.

Data gaps: fiscal 2026 Adjusted Revenue of $45.8B and Adjusted EBIT of $3.3B are not reconciled to the audited $46.4B and $3.85B in the proxy or the 10-K, so the treatment of the $986M tariff benefit inside the bonus metric is unknown; the Adjusted Operating Margin Growth target in basis points for the fiscal 2027 retention award is not disclosed; the fiscal 2026–2028 PSU growth-rate targets are withheld until the committee certifies achievement.

Bundle: state/NKE_context.json · Filing anchor: DEF 14A (filed July 15, 2026) and FY2026 Form 10-K (filed July 15, 2026).

Sources: NIKE, Inc. CIK 0000320187 DEF 14A filed July 15, 2026, DEF 14A filed July 17, 2025, DEF 14A filed July 25, 2024, Form 10-K for the year ended May 31, 2026, Form 10-Q for the quarter ended February 28, 2026, and 65 Forms 3 and 4 filed between September 16, 2025 and September 16, 2026, parsed from raw XML; vendor analyst estimates and price history pulled September 16, 2026.

Fact check: every plan weight, payout range, goal and earnout reconciled to the named proxy, including the threshold, target and maximum bars read directly from the proxy's goal graphics; fiscal 2024 through 2026 revenue, EBIT and EPS reconciled to the 10-K, with EBIT computed as pretax income plus net interest and tied out against the proxy's own stated moves in the bars; insider codes verified transaction by transaction from raw Form 4 XML with issuer CIK checked on every document; fiscal 2027 consensus and price returns are third-party data pulled this session and labeled as such.

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