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- Departure of CFO (new) — CFO Matthew Friend is departing after less than three years in role, though company states no disagreement with management or board.
Nike replaces CFO Matthew Friend with Pfizer's David Denton, effective Aug 17
Filed June 23, 2026 · Period ending June 16, 2026 · ~1 min read
Key Changes
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David Denton joins as CFO Aug 17 from Pfizer, bringing 30+ years finance experience including CFO roles at Pfizer (2022-present) and Lowe's (2018-2022); receives $1.45M base salary, $11.5M annual LTI target, plus $7.25M cash and $4M performance award.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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CFO Matthew Friend steps down Aug 17, transitions to advisor role through Sep 4 separation; departure not due to disagreement with management or board; receives $2M transition benefit plus severance.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Q4 FY2026 results (due June 30) will include unexpected one-time benefit from tariff refunds not in prior guidance; excluding this benefit, results expected to align with previous guidance.
Exhibit 99.1 view on EDGAR → -
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Board adopted Executive Severance Plan effective June 16 covering U.S. executives at Grade 70+; provides 2x pay for CEO or 1.5x pay for others upon involuntary termination without cause, plus benefits.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Nike is replacing CFO Matthew Friend with David Denton, effective August 17, 2026. Friend will transition to an advisor role and separate from the company on September 4.
The company explicitly states the departure was not due to any disagreement with management or the board regarding operations, policies, or practices, framing it as a natural transition point as Nike shifts from foundational actions to sustained growth under CEO Elliott Hill.
Denton brings substantial public-company CFO experience from Pfizer (since 2022), Lowe's (2018-2022), and CVS Health, with over 30 years in finance and operating leadership. His compensation package includes $1.45 million base salary, $11.5 million annual long-term incentive target, and make-whole awards totaling $7.25 million cash plus a $4 million performance-based award tied to operating margin growth. Friend receives a $2 million transition benefit plus standard severance. The CFO departure warrants attention given Friend's relatively short tenure and the timing ahead of Q4 earnings (June 30), though the company's explicit statement of no disagreement and the structured transition period suggest an orderly change. Nike also disclosed that Q4 results will include an unexpected one-time benefit from tariff refunds, with underlying performance expected to align with prior guidance. The Board separately adopted a new Executive Severance Plan covering senior executives, formalizing separation terms that previously may have been negotiated case-by-case.
Section-by-Section Diff
Event · Exhibit 99.1
Nike announces CFO transition: David M. Denton joins Aug 17 from Pfizer; Matthew Friend steps down after Q4 earnings call.
Added in current filing · view on EDGAR →
David M. Denton will join the company as Executive Vice President and Chief Financial Officer, effective August 17. Matthew Friend will step down as Executive Vice President and Chief Financial Officer at that time and remain with the company through September 4 to support an orderly transition. Friend will participate in the company’s fourth quarter fiscal 2026 earnings call on June 30, as planned.
Nike is replacing CFO Matthew Friend with David M. Denton effective August 17, 2026. Friend will remain through September 4 to ensure an orderly transition and will participate in the Q4 FY2026 earnings call on June 30. The company frames this as a natural transition point as Nike moves from foundational actions to sustained growth.
Added in current filing · view on EDGAR →
Denton joins Nike from Pfizer, Inc., where he has served as Chief Financial Officer and Executive Vice President since May 2022. He brings more than 30 years of finance and operating leadership experience across complex global public companies. Prior to Pfizer, Denton served as Chief Financial Officer and Executive Vice President of Lowe’s Companies, Inc. from 2018 to 2022, where he oversaw finance, strategy, and other enterprise functions while helping advance the company’s transformation and growth priorities. Earlier in his career, he spent two decades at CVS Health Corporation, including as Executive Vice President and Chief Financial Officer, where he helped guide the company’s evolution into a diversified health solutions organization.
David Denton brings extensive public-company CFO experience from Pfizer (2022-present), Lowe's (2018-2022), and CVS Health, with over 30 years in finance and operating leadership. CEO Elliott Hill emphasizes Denton's experience helping consumer brands operate with discipline and invest to win, positioning him to support Nike's focus on sport, innovation, and disciplined execution.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On June 23, 2026, the Company announced the appointment of David Denton as Executive Vice President and Chief Financial Officer (“CFO”), effective as of August 16, 2026 (the “Effective Date”). ... Mr. Denton, 60 served as Chief Financial Officer, Executive Vice President of Pfizer Inc. (“Pfizer”) since May 2022. Prior to joining Pfizer, Mr. Denton served as Executive Vice President, Chief Financial Officer of Lowe’s Companies, Inc., from November 2018 until April 2022. Mr. Denton has more than 30 years of finance and operational expertise
NIKE appointed David Denton, 60, as CFO effective August 16, 2026. Denton brings over 30 years of finance experience, most recently serving as CFO of Pfizer since May 2022 and previously as CFO of Lowe's from November 2018 to April 2022. His compensation includes $1,450,000 base salary, 120% target bonus, and $11,500,000 annual long-term incentive target.
Added in current filing · verify on EDGAR →
On June 23, 2026, the Company also announced that, as of the Effective Date, Matthew Friend will cease serving as Executive Vice President and CFO and begin serving as an advisor to the Chief Executive Officer of the Company and remain a full-time non-executive employee of the Company in that role through his separation from the Company on September 4, 2026 (the “Separation Date”). Mr. Friend’s transition and separation was not the result of any disagreement with Company management or the Company’s board of directors relating to the Company’s operations, policies or practices.
Current CFO Matthew Friend will transition to an advisor role on August 16, 2026 and separate from NIKE on September 4, 2026. The company explicitly states this was not due to any disagreement with management or the board regarding operations, policies, or practices. Friend will receive a $2,000,000 transition benefit plus severance under the Executive Severance Plan.
Added in current filing · verify on EDGAR →
A one-time cash award of $7,250,000 (the “New Hire Cash Award”), payable on the first payroll date following the Effective Date. ... A one-time performance-based cash award with a target value equal to $4,000,000 (the “Performance Cash Award”). The Performance Cash Award generally cliff vests on December 10, 2027, subject to Mr. Denton’s continuous service to the Company through such date. The amount of the Performance Cash Award that will actually vest will range from 100% to 200% of the target value based on achievement of Adjusted Operating Margin Growth targets
To compensate for forfeited compensation from his prior role, Denton receives a $7,250,000 cash award immediately and a performance-based cash award with $4,000,000 target value vesting December 10, 2027. The performance award can pay 100% to 200% of target based on Adjusted Operating Margin Growth (fiscal 2027 EBIT Margin growth in basis points above fiscal 2026). Both awards must be repaid if Denton voluntarily resigns within two years.
Added in current filing · verify on EDGAR →
On June 16, 2026, the Board of Directors (the “Board”) of the Company approved and adopted the NIKE, Inc. Executive Severance Pay Plan (the “Executive Severance Plan”), effective as of the same date. Generally, each United States employee of the Company or its affiliates designated by the Company as Compensation Grade 70 or above (including each of the Company’s named executive officers) is eligible to participate in the Executive Severance Plan.
NIKE's Board adopted a new Executive Severance Plan effective June 16, 2026 covering U.S. employees at Compensation Grade 70 and above, including all named executive officers. The plan provides cash severance of 2x Pay for the CEO or 1.5x Pay for other participants upon involuntary termination without cause, plus continued PSP bonus eligibility, COBRA subsidy for six months, and outplacement services.
Added in current filing · verify on EDGAR →
Subject to the effectiveness of a release of claims (the “Release Requirement”), Mr. Friend’s separation of employment from the Company on the Separation Date will be treated as a qualifying termination of employment for purposes of the Executive Severance Plan, and Mr. Friend will be entitled to receive the Severance Benefits under the Executive Severance Plan ... reduced by any amounts payable under the Noncompetition Agreement, as applicable ... In addition, subject to Mr. Friend’s continuous employment through the Separation Date and satisfaction of the Release Requirement, he will be entitled to receive a lump sum transition benefit equal to $2,000,000.
Matthew Friend's September 4, 2026 separation qualifies for benefits under the Executive Severance Plan, subject to signing a release. He receives a $2,000,000 lump sum transition benefit plus standard severance benefits (reduced by noncompetition agreement payments). His existing equity awards will be treated under standard award agreement terms, and he remains eligible for up to 12 months of base salary under his noncompetition agreement.
Event · Item 2.02 — Results of Operations and Financial Condition
NIKE issued preliminary Q4 FY2026 financial results ahead of formal earnings release.
Added in current filing · verify on EDGAR →
On June 23, 2026, NIKE, Inc. (the “Company”) issued a press release providing certain preliminary information regarding its expected financial results for the fiscal quarter ended May 31, 2026.
NIKE disclosed preliminary financial results for the fiscal quarter ended May 31, 2026 (Q4 FY2026) via press release. The 8-K itself provides no specific figures; the actual results are contained in the attached Exhibit 99.1 press release, which is not included in the body text provided.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 23, 2026 · How we verify