UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Securities Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant  ☒

☑                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☒

☐Preliminary Proxy Statement

☐

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐

☑Definitive Proxy Statement

☐

☐Definitive Additional Materials

☐

☐Soliciting Material Pursuant tounder §240.14a-12




UNDER ARMOUR, INC.

(Name of Registrantregistrant as Specified In Its Charter)specified in its charter)


 

(Name of Person(s) Filing Proxy Statement,person(s) filing proxy statement, if other than the Registrant)registrant)

Payment of Filing Fee (Check the appropriate box):

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required

☐

☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

0-11

1)

(1)

Title of each class of securities to which the transaction applies:

 

     

2)

(2)

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3)

(3)

Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

4)

(4)

Proposed maximum aggregate value of the transaction:

 

     

5)

(5)

Total fee paid:

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☐Fee paid previously with preliminary materials.

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☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

1)

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Amount Previously Paid:

 

     

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Date Filed:

 

 

 

Table of Contents

LOGO

UNDER ARMOUR, INC.

NOTICE OF 20202021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 27, 202013, 2021

Notice is hereby given that the Annual Meeting of Stockholders of Under Armour, Inc. will be held on Wednesday,Thursday, May 27, 202013, 2021 at 10:00 a.m., Eastern Time, to be held online at the company’s global headquarters, located at 1020 Hull Street, Baltimore, Maryland 21230*www.virtualshareholdermeeting.com/UAA2021 to consider and vote on the following matters:

1.

To elect nine directors nominated by the Board of Directors to serve until the next Annual Meeting of Stockholders and until their respective successors are elected and qualified;

2.

To approve, on an advisory basis, our executive compensation;

3.

To approve an amendment to our Charter that would permit our Board of Directors to provide stockholders with the right to amend our Bylaws to the extent permitted in the Bylaws (the “Charter Amendment”); and

4.

3.

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020.2021.

We will also transact any other business that may properly come before the meeting or any adjournment or postponement thereof.

Our Board of Directors recommends that you vote “FOR” the election of the nine nominees to the Board of Directors listed in the accompanying proxy statement, “FOR” the approval of our executive compensation “FOR” the approval of our amendment to our Charter that would permit our Board of Directors to provide stockholders with the right to amend our Bylaws to the extent permitted in the Bylaws and “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm.

Only holders of record of Class A Common Stock or Class B Common Stock as of the close of business on March 6, 2020February 26, 2021 are entitled to notice of, or to vote at, the Annual Meeting and any adjournment or postponement thereof. Holders of Class C Common Stock have no voting power as to any items of business that may properly be brought before the Annual Meeting.

All stockholders are cordially invited to attend the Annual Meeting, which will be conducted online only via a live webcast due to continuing concerns regarding the COVID-19 pandemic. We believe that this virtual format prioritizes the health and well-being of our stockholders, directors and employees amid public health concerns related to the COVID-19 pandemic. During the virtual meeting, holders of our Class A Common Stock and Class B Common Stock may ask questions and will have the opportunity to vote to the same extent as they would at an in-person meeting of stockholders. Holders of our Class C Common Stock may participate in the virtual Annual Meeting in a view-only format and will not be able to submit questions during the meeting or vote on any matter to be considered at the Annual Meeting. However, in advance of the meeting, holders of our Class C Common Stock may submit questions by contacting Investor Relations through the Under Armour website. We will respond to as many inquiries at the Annual Meeting as time allows.

If you plan to attend the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompany your proxy materials. If you are a stockholderholder of record asClass C Common Stock, you may attend the Annual Meeting without a 16-digit control number by following the instructions in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the March 6, 2020 record date,instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. Online check-in will begin at 9:45 a.m., Eastern Time, and you will be admitted toshould allow ample time for the meeting if you present a form of photo identification. If you own stock beneficially, such as through a bank or broker, you will be admitted to the meeting if you present a form of photo identification and proof of ownership or a valid proxy signed by the record holder. A recent brokerage statement or a letter from a bank or broker are examples of proof of ownership.online check-in procedures.

Whether or not you intend to be present in person atattend the virtual Annual Meeting, please vote your shares promptly by following the voting instructions that you have received.

 

By Order of the Board of Directors

John Stanton

General Counsel and Secretary

Baltimore, Maryland

April __ , 2020March 26, 2021

LOGO

* Due to the emerging public health impact of coronavirus disease 2019 (COVID-19), we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate will be set forth in a press release issued by the company and available at https://about.underarmour.com/investor-relations/news-events-presentations. 

Table of Contents

 

Table of Contents

General Information

1

Security Ownership of Management and Certain Beneficial Owners of Shares

5

PROPOSAL 1 - ELECTION OF DIRECTORS

8

Overview of Director Nominees

8

Nominees for Election at the Annual Meeting

10

Corporate Governance and Related Matters

13

16

Corporate Governance Highlights

16

Board of Directors and Board Leadership Structure

13

16

Communication withIndependence of Directors

13

16

Stockholder Meeting Attendance

13

Availability of Corporate Governance Information

13

Role of Board in Risk Oversight

13

17

Stock Ownership Guidelines

14

Independence of Directors

14

Board Meetings and Committees

14

18

Stockholders Meeting Attendance

20

Identifying and Evaluating Director Candidates

16

20

Environmental, Social and Governance Oversight

21

Availability of Corporate Governance Information

22

Stock Ownership Guidelines

22

Communication with Directors

23

Indemnification of Directors in Derivative Actions

17

23

Compensation of Directors

17

23

Executive Compensation - Compensation Discussion and Analysis

20

26

Executive Summary

20

26

Executive Compensation Features

22

28

Objectives and Elements of our Compensation Program

22

28

Compensation Decision-Making Process

23

29

Components of Our 20192020 Compensation Program

24

31

Other Compensation Practices

28

37

Human Capital and Compensation Committee Report

29

39

Executive Compensation Tables

30

40

20192020 Summary Compensation Table

30

40

CEO Actual Compensation Realized

31

41

Grants of Plan-Based Awards for 20192020

32

42

Employment AgreementAgreements

32

42

Outstanding Equity Awards at 20192020 Fiscal Year-End

33

43

Option Exercises and Stock Vested in 20192020

34

44

Nonqualified Deferred Compensation for 20192020

34

44

Retirement Plans

35

45

Potential Payments Upon Termination of Employment or Change in Control

35

45

CEO Pay Ratio

38

49

PROPOSAL 2 - ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION

40

51

Equity Compensation Plan Information

41

52

Transactions with Related Persons

42

53

PROPOSAL 3 - AMENDMENT TO CHARTER PERMITTING BOARD OF DIRECTORS TO PROVIDE STOCKHOLDERS WITH THE RIGHT TO AMEND THE BYLAWS TO THE EXTENT PERMITTED IN THE BYLAWSIndependent Auditors

44

55

Independent Auditors

45

Audit Committee Report

46

57

PROPOSAL 43 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

47

58

Delinquent Section 16(a) Reports

48

59

Stockholder Proposals

49

Appendix A - Articles of Amendment

A-1

Appendix B - Reconciliation of Non-GAAP Financial Measures

B-1

60

Table of Contents

UNDER ARMOUR, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

Wednesday,Thursday, May  27, 202013, 2021

GENERAL INFORMATION

 

This Proxy Statement is being provided to solicit proxies on behalf of the Board of Directors of Under Armour, Inc. for use at the Annual Meeting of Stockholders and at any adjournment or postponement thereof. The meetingAnnual Meeting is to be held on Wednesday,Thursday, May 27, 2020,13, 2021, at 10:00 a.m., Eastern Time, to be held online at the company’s global headquarters, 1020 Hull Street, Baltimore, Maryland 21230.www.virtualshareholdermeeting.com/UAA2021. We expect to first send or give to stockholders this Proxy Statement, together with our 20192020 Annual Report to Stockholders, on approximately April 15, 2020.

As a precautionary measure related to coronavirus disease 2019 (COVID-19), it is possible we may hold the annual meeting solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate in the annual meeting will be set forth in a press release issued by the company and available at https://about.underarmour.com/investor-relations/news-events-presentations. We recommend that you monitor this website for updated information, including to confirm the status of the annual meeting before planning to attend in person.March 31, 2021.

Our principal offices are located at 1020 Hull Street, Baltimore, Maryland 21230. In this Proxy Statement we refer to Under Armour, Inc. as Under“Under Armour, we, us, our or the company.” “we,” “us,” “our” and “company.”

Internet Availability of Proxy Materials

Pursuant to rules of the Securities and Exchange Commission or SEC,(the “SEC”), we are making our proxy materials available to our stockholders electronically over the Internet rather than mailing the proxy materials. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our holders of our Class A Common Stock and Class B Common Stock. All stockholders will have the ability to access the proxy materials, including this Proxy Statement and our 20192020 Annual Report to Stockholders, on the website referred to in the notice or to request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found on the notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

The SEC rules require us to notify all stockholders, including those stockholders to whom we have mailed proxy materials, of the availability of our proxy materials over the Internet.

Important Notice Regarding the Availability of Proxy Materials

for the Stockholder Meeting to be held on May 27, 202013, 2021

Our Proxy Statement and 20192020 Annual Report to Stockholders are available at

https://about.underarmour.com/investor-relations/news-events-presentations/#module-6

Who May Vote

Only holders of record of our Class A Common Stock, which we refer to as Class A Stock, and holders of record of our Class B Convertible Common Stock, which we refer to as Class B Stock, at the close of business on March 6, 2020,February 26, 2021, or the Record Date, will be entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, 188,400,989188,621,116 shares of Class A Stock and 34,450,000 shares of Class B Stock were issued and outstanding. Each share of Class A Stock entitles the holder to cast one vote on each matter to be considered at the Annual Meeting and each share of Class B Stock entitles the holder to cast ten votes on each matter to be considered at the Annual Meeting. Holders of Class A Stock and holders of Class B Stock will vote together as a single class on all matters.

Stockholders are not allowed to cumulate their votes in the election of the directors. Holders of our Class C Common Stock, which we refer to as Class C Stock, have no voting power as to any items of business that will be voted on at the Annual Meeting.

 

1

Table of Contents

 

LOGO

What Constitutes a Quorum

Stockholders may not take action at a meeting unless there is a quorum present at the meeting. Holders of Class A Stock and Class B Stock entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting, represented in person (virtually) or by proxy, constitute a quorum for the transaction of business at the Annual Meeting.

Vote Required

The election of each director requires a plurality of the votes cast at the Annual Meeting. The approval of our executive compensation and the ratification of the appointment of our independent registered public accounting firm each requires the affirmative vote of a majority of the votes cast at the Annual Meeting. The approval of the Charter Amendment requires the affirmative vote of the holders of not less than two-thirds of the voting power of the Class A Stock and Class B Stock outstanding as of the Record Date and entitled to vote thereon, voting together as a single class.

Voting Process

Shares for which proxies are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted “FOR” the election of the nine nominees to the Board of Directors named in this Proxy Statement, “FOR” the advisory approval of our executive compensation “FOR” the approval of our Charter Amendment, and “FOR” the ratification of the appointment of our independent registered public accounting firm. It is not expected that any other matters will be brought before the Annual Meeting. If, however, other matters are properly presented, the persons named as proxies in the proxy card will vote in accordance with their discretion with respect to such matters.

The manner in which your shares may be voted depends on how your shares are held. If you are the record holder of your shares, meaning you appear as the stockholder of your shares on the records of our stock transfer agent, you vote your shares directly through one of the methods described below. If you own shares in street name, meaning you are a beneficial owner with your shares held through a bank or brokerage firm, you instruct your bank or brokerage firm how to vote your shares through the methods described on the voting instruction form provided by your bank or brokerage firm.

How to Vote

Holders of our Class A Stock and Class B Stock as of the Record Date may vote their shares by one of the following methods.

Internet

To vote your shares by Internet, please visit the website listed on your Notice of Internet Availability of Proxy Materials, or the enclosed proxy card or voting instruction form, and follow the on-screen instructions. You will need the control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form. If you vote by Internet, you do not need to mail your proxy card or voting instruction form.

Telephone

If you received a paper proxy card or voting instruction form and would like to vote your shares by telephone, please follow the instructions on the proxy card or voting instruction form. If you vote by telephone, you do not need to mail your proxy card or voting instruction form.

Mail

If you received a paper proxy card or voting instruction form and would like to vote your shares by mail, please follow the instructions on the proxy card or voting instruction form. Please be sure to sign and date your proxy card. If you do not sign your proxy card, your votes cannot be counted.Mail your proxy card or voting instruction form in the pre-addressed, postage-paid envelope.

2

LOGO

In Person

You may also attend the Annual Meeting and vote in person.person, electronically. If you own your stock in street name and wish to vote your shares electronically at the Annual Meeting, you must obtain a “legal proxy” from the bank or brokerage firm that holds your shares. You should contact your bank or brokerage account representative to obtain a legal proxy. However, to ensure

2

Table of Contents

your shares are represented, we ask that you vote your shares by Internet, telephone or mail, even if you plan to attend the meeting.

AttendanceParticipation in the Annual Meeting

Due to continuing concerns regarding the COVID-19 pandemic and to assist in protecting the health and well-being of our stockholders, directors and employees, this year’s Annual Meeting will be in an online format. You can access the virtual annual meeting at the Annual Meetingmeeting time at www.virtualshareholdermeeting.com/UAA2021. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting.

Holders of our Class A Stock, Class B Stock and Class C Stock may attend the virtual Annual Meeting. During the virtual meeting, holders of our Class A Stock and Class B Stock may ask questions and will have the opportunity to vote to the same extent as they would at an in-person meeting of stockholders. However, holders of our Class C Stock may participate in the virtual Annual Meeting in person, although holders of Class C Stocka view-only format and will not be entitledable to submit questions during the meeting or vote on any matter to be considered at the Annual Meeting. However, in advance of the meeting, holders of our Class C Stock may submit questions by contacting Investor Relations through the Under Armour website. We will respond to as many inquiries at the Annual Meeting as time allows.

The Annual Meeting will begin promptly at 10:00 a.m., Eastern Time. Online check-in will begin at 9:45 a.m., Eastern Time, and you should allow ample time for the online check-in procedures. If you plan to attend the Annual Meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompany your proxy materials. If you are the recorda holder of your shares, you will be required to present a form of photo identification for admission to the Annual Meeting. If you own your stock in street name,Class C Stock, you may attend the Annual Meeting without a 16- digit control number by following the instructions in person providedyour Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that you present a form of photo identificationaccompany your proxy materials. If any difficulties are encountered while accessing the virtual meeting, contact the technical support number that will be posted on the virtual meeting log-in page. Technical support will be available beginning at the check-in time and proof of ownership, such as a recent brokerage statement or a letter from a bank or broker. Directions towill remain available until the Annual Meeting are available at https://about.underarmour.com/investor-relations/news-events-presentations/#module-6.meeting has ended.

Revocation

If you are the record holder of your shares, you may revoke or cancel a previously granted proxy at any time before the Annual Meeting by delivering to the Secretary of Under Armour at 1020 Hull Street, Baltimore, Maryland 21230, a written notice of revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person.person electronically. Any stockholder owning shares in street name may change or revoke previously given voting instructions by contacting the bank or brokerage firm holding the shares or by obtaining a legal proxy from the bank or brokerage firm and voting in person electronically at the Annual Meeting. Your personal attendance at the meeting does not revoke your proxy. Your last vote, prior to or at the Annual Meeting, is the vote that will be counted.

Abstentions and Broker Non-Votes

Shares held by stockholders present at the Annual Meeting in person (virtually) or by proxy who do not vote on a matter and ballots or proxies marked “abstain” or “withheld” on a matter will be counted as present at the meeting for quorum purposes, but will not be considered votes cast on the matter.

3

LOGO

If your shares are held in street name through a bank or broker and you do not provide voting instructions before the Annual Meeting, your bank or broker may vote your shares under certain circumstances in accordance with NYSEthe New York Stock Exchange rules that governgoverning banks and brokers. These circumstances include “routine matters,” such as the ratification of the appointment of our independent registered public accounting firm described in this Proxy Statement. Thus, if you do not vote your shares with respect to these matters, your bank or broker may vote your shares on your behalf or leave your shares unvoted.

The election of directors and the advisory approval of our executive compensation and the Charter Amendment are not considered “routine matters.” Thus, if you do not vote your shares with respect to any of these matters, your bank or broker may not vote the shares, and your shares will be left unvoted on the matter.

“Broker non-votes” (which are shares represented by proxies, received from a bank or broker, that are not voted on a matter because the bank or broker did not receive voting instructions from the beneficial owner) will be treated the same as abstentions, which means they will be present at the Annual Meeting and counted toward the quorum, but they will not be counted as votes cast on the matter. Abstentions and broker non-votes will not have an effect on any of the proposals at this meeting (other than the Charter Amendment) because they will not be counted as votes cast.  Because approval of the Charter Amendment requires the affirmative vote of the shares of Class A Stock and Class B Stock outstanding as of the Record Date and entitled to vote thereon, voting together as a single class, abstentions and broker non-votes will have the effect of a vote against the proposal.  

Householding

The SEC permits us to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if we provide advance notice and follow certain procedures. This process, referred to as householding, reduces the volume of duplicate information and reduces printing and mailing expenses. We have not instituted householding for stockholders of record. Certain brokerage firms may have instituted householding for beneficial owners of our common stock held through brokerage firms. If your family has

3

Table of Contents

multiple accounts holding our shares, you may have already received a householding notice from your broker. Please contact your broker directly if you have any questions or require additional copies of the proxy materials. The broker will arrange for delivery of a separate copy of this Proxy Statement or our Annual Report promptly upon your written or oral request. You may decide at any time to revoke your decision to household and begin receiving multiple copies.

Solicitation of Proxies

We pay the cost of soliciting proxies for the Annual Meeting. We solicit by mail and arrangements are made with brokerage houses and other custodians, nominees and fiduciaries to send proxy materials to beneficial owners. Upon request, we will reimburse them for their reasonable expenses. In addition, our directors, officers and employees may solicit proxies, either personally or by telephone, facsimile or written or electronic mail. Stockholders are requested to return their proxies without delay.

 

4

Table of Contents

 

LOGO

SECURITYSECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS OF SHARES

 

The following table sets forth certain information known to us regarding the beneficial ownership of shares of our common stock by:

each current director and nominee for director;

our named executive officers included in the 20192020 Summary Compensation Table;

all of our directors and executive officers as a group; and

by each person, or group of affiliated persons, known to us to beneficially own more than 5% of any class of our outstanding shares of Class A Stock.

Except as otherwise set forth in the footnotes below, the address of each beneficial owner is c/o Under Armour, Inc., 1020 Hull Street, Baltimore, Maryland 21230, and, to our knowledge, each person has sole voting and investment power over the shares shown as beneficially owned. Unless otherwise noted, the information is stated as of March 6, 2020,February 26, 2021, the Record Date for the Annual Meeting of Stockholders.Meeting. No shares in this table held by our directors or executive officers are pledged as security. The table below does not include restricted stock unit, or RSU, awards with shares issuable more than 60 days from March 6, 2020,February 26, 2021, stock options exercisable more than 60 days from March 6, 2020,February 26, 2021, or any RSUs or stock options with performance based vesting conditions that have not yet been satisfied. With respect to our 5% stockholders, the table below does not present their ownership of our Class C Stock due to its non-voting status.

 

 

Class A and Class B Stock

 

 

Class C Stock

 

 

 

 

 

 Class A and Class B Stock Class C Stock   

Beneficial Owner

 

Beneficially

Owned

Shares(1)

 

 

Percentage of

Shares of Class

Outstanding(2)

 

 

Beneficially

Owned

Shares(1)

 

 

Percentage of

Shares of Class

Outstanding

 

 

Percentage

of Voting

Power(3)

 

 Beneficially
Owned
    Shares(1)    		 Percentage of
Shares of Class
    Outstanding(2)    		 Beneficially
Owned
    Shares(1)    		 Percentage of
Shares of Class
    Outstanding    		 Percentage
of Voting
    Power(3)    		 

Kevin A. Plank (4)(5)

 

 

34,742,229

 

 

 

15.6

%

 

 

34,461,506

 

 

 

14.9

%

 

 

64.7

%

 34,742,229  15.6%  34,800,538  14.8%  64.7% 

Patrik Frisk (6)

 

 

14,000

 

 

*

 

 

 

235,450

 

 

*

 

 

*

 

 14,000  *  404,820  *  * 

George W. Bodenheimer (7)

 

 

3,000

 

 

*

 

 

 

3,021

 

 

*

 

 

*

 

 3,000  *  3,021  *  * 

Douglas E. Coltharp (7)(8)

 

 

98,914

 

 

*

 

 

 

99,279

 

 

*

 

 

*

 

 98,914  *  99,279  *  * 

Jerri L. DeVard (7)

 

 

1,200

 

 

*

 

 

 

0

 

 

*

 

 

*

 

 1,200  *  0  *  * 

Mohamed A. El-Erian (7)

 

 

11,650

 

 

*

 

 

 

3,675

 

 

*

 

 

*

 

 11,650  *  3,675  *  * 

Karen W. Katz (7)(9)

 

 

2,000

 

 

*

 

 

 

2,014

 

 

*

 

 

*

 

 2,000  *  2,014  *  * 

A.B. Krongard (7)

 

 

66,972

 

 

*

 

 

 

67,012

 

 

*

 

 

*

 

Westley Moore (7)

 0  *  0  *  * 

Eric T. Olson (7)

 

 

0

 

 

*

 

 

 

0

 

 

*

 

 

*

 

 0  *  0  *  * 

Harvey L. Sanders (7)

 

 

184,480

 

 

*

 

 

 

185,640

 

 

*

 

 

*

 

 184,480  *  185,640  *  * 

David Bergman (10)

 

 

26,835

 

 

*

 

 

 

103,184

 

 

*

 

 

*

 

 26,835  *  150,759  *  * 

Colin Browne (11)

 

 

0

 

 

*

 

 

 

115,105

 

 

*

 

 

*

 

 0  *  174,883  *  * 

Tchernavia Rocker (12)

 

 

0

 

 

*

 

 

 

10,050

 

 

*

 

 

*

 

Stephanie Pugliese (12)

 0  *  39,485  *  * 

All Executive Officers and Directors as a Group (7)(13)

 

 

35,258,130

 

 

 

15.8

%

 

 

34,959,786

 

 

 

15.5

%

 

 

64.8

%

 35,129,257  15.7%  36,091,083  15.4%  64.7% 

5% Stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

Adage Capital Partners, L.P. (14)

 

 

10,765,400

 

 

 

4.8

%

 

 

 

 

 

 

 

 

 

 

2.0

%

BlackRock, Inc. (15)

 

 

12,563,020

 

 

 

5.6

%

 

 

 

 

 

 

 

 

 

 

2.4

%

Lone Pine Capital LLC (16)

 

 

12,734,634

 

 

 

5.7

%

 

 

 

 

 

 

 

 

 

 

2.4

%

Credit Suisse AG (14)

 10,429,442  4.7%    2.0% 

Adage Capital Partners, L.P.(15)

 11,727,141  5.3%    2.2% 

BlackRock, Inc. (16)

 11,815,151  5.3%    2.2% 

The Vanguard Group (17)

 

 

21,416,008

 

 

 

9.6

%

 

 

 

 

 

 

 

 

 

 

4.0

%

 19,583,344  8.8%    3.7% 

Wellington Management Group LLP (18)

 

 

15,163,001

 

 

 

6.8

%

 

 

 

 

 

 

 

 

 

 

2.8

%

 

*

Less than 1% of the shares.

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(1)

Includes any stock options exercisable within 60 days of March 6, 2020February 26, 2021 or shares issuable within 60 days of March 6, 2020February 26, 2021 upon the vesting of RSUs.

(2)

The percentage of outstanding figure takesfigures take into account the 34,450,000 shares of outstanding Class B Stock held, directly or indirectly, by Mr. Plank. These shares of Class B Stock may be converted under certain circumstances, including at the option of Mr. Plank, into shares of Class A Stock. If the shares of Class B Stock are not counted, the

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percentage of outstanding Class A Stock owned is as follows: Mr. Plank, less than one percent,percent; all executive officers and directors as a group, less than one percent,percent; Credit Suisse AG, 5.5%; Adage Capital Partners, L.P. 5.7%; 6.2%,BlackRock, Inc., 6.7%, Lone Pine Capital LLC, 6.8%,6.3%; and The Vanguard Group, 11.4% and Wellington Management Group LLP 8.1%10.4%.

(3)

Each share of Class A Stock has one vote, and each share of Class B Stock has ten votes. The percentage of voting power reflects the combined effects of both Class A Stock and Class B Stock. Our Class C Stock is non-voting.

(4)

Includes 16,991181,608 shares of Class A Stock directlybeneficially owned by Mr. Plank, 164,617 shares beneficially owned, and 110,621 stock options for Class A Stock that are currently exercisable. Mr. Plank’s shares of Class A Stock are held by a limited liability company controlled by Mr. Plank and he holds sole voting and investment power over these shares. In addition, Mr. Plank beneficially owns 34,450,000 shares of Class B Stock indirectly, of which 29,510,624 shares of Class B Stock are held by a limited liability company controlled by Mr. Plank and he has sole voting and investment power over 32,646,600 of these shares. With respect to the remaining 1,803,4004,939,376 of these shares of Class B Stock, the1,803,400 shares are held by two limited liability companies controlled by Mr. Plank.of which Mr. Plank is a member. Mr. Plank’s wife has been appointed as the manager of these two limited liability companies, and has voting control and investment power over the shares held by these companies. The remaining 3,135,976 shares of Class B Stock are held by an irrevocable trust, of which Mr. Plank is the grantor and has the ability to replace the trustee. Thomas J. Sippel, a former director of the Company, ascompany, has been appointed trustee of the manager of these two limited liability companies. The managertrust and has voting control over the shares held by these companiesthe trust and shares investment controlpower with Mr. Plank. Because the 34,450,000 shares of Class B Stock beneficially owned by Mr. Plank, which are all the shares of Class B Stock outstanding, are convertible into shares of Class A Stock on a one-for-one basis under certain circumstances, including at the option of Mr. Plank, he is also deemed to be the beneficial owner of 34,450,000 shares of Class A Stock into which the Class B Stock may be converted.

(5)

Includes 16,738 shares of Class C Stock directly owned by Mr. Plank, as well as 641,911980,943 stock options for Class C Stock that are currently exercisable. In addition, Mr. Plank beneficially owns an additional 33,802,85733,819,595 shares of Class C Stock, and shares investment power, as detailed in Note (4) above, with Mr. SippelPlank’s wife has investment power over 1,765,845 of these shares, and Mr. Plank shares investment power with the trustee of the trust described in Note (4) over 3,107,880 of these shares. Does not include RSUs for 208,225 shares of Class C Stock.

(6)

Includes 14,000 shares of Class A Stock and 14,000 shares of Class C held in Trusttrust by Mr. Frisk. Does not include RSUs for 752,1191,173,854 shares of Class C Stock.

(7)

Does not include deferred stock units, or DSUs, for shares of either Class A Stock or Class C Stock, or RSUs for shares of Class C Stock held by non-management directors. The RSUs will be converted into DSUs for Class C Stock on a one-for-one basis upon vesting. The DSUs will be settled in shares of our Class A Stock or Class C Stock, as applicable, on a one-for-one basis six months after the director leaves the Board, or sooner upon death or disability. As of the Record Date, the non-management directors held the following amounts of DSUs and RSUs:

 

Name

 

Class A

DSUs

 

 

Class C

DSUs

 

 

Class C

RSUs

 

      Class A    
DSUs		       Class C    
DSUs		       Class C    
RSUs		 

George W. Bodenheimer

 

 

5,390

 

 

 

40,437

 

 

 

7,649

 

   5,390    56,631    17,626 

Douglas E. Coltharp

 

 

54,820

 

 

 

92,171

 

 

 

7,649

 

   54,820    109,246    17,626 

Jerri L. DeVard

 

 

0

 

 

 

32,933

 

 

 

9,519

 

   0    50,529    17,626 

Mohamed A. El-Erian

 

 

0

 

 

 

11,248

 

 

 

11,096

 

   0    29,166    19,350 

Karen W. Katz

 

 

5,121

 

 

 

40,166

 

 

 

7,649

 

   5,121    56,360    17,626 

A.B. Krongard

 

 

66,157

 

 

 

112,202

 

 

 

7,649

 

Westley Moore

   0    0    19,324 

Eric T. Olson

 

 

13,758

 

 

 

48,864

 

 

 

7,649

 

   13,758    64,609    17,626 

Harvey L. Sanders

 

 

61,426

 

 

 

99,545

 

 

 

7,649

 

   61,426    115,515    17,626 

 

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(8)

Includes 22,914 shares of Class A Stock owned by an irrevocable trust of which Mr. Coltharp individually,Coltharp’s wife is the trustee and his two children are the beneficiaries (the “Coltharp Trust”), 75,000 shares owned by his wife and 1,000 shares held by two Uniform Transfer to Minors Act accounts and 22,741 shares of Class C Stock owned by Mr.the Coltharp individually,Trust, 75,532 shares owned by his wife and 1,006 shares held by two Uniform Transfer to Minors Act accounts.

(9)

Shares of Class A Stock and Class C Stock are held in trust.

(10)

Does not include RSUs for 143,258168,409 shares of Class C Stock.

(11)

Does not include RSUs for 187,664241,891 shares of Class C Stock.

(12)

Does not include RSUs for 71,932214,520 shares of Class C Stock.

(13)

Includes shares shown as beneficially owned by the directors and executive officers as a group (18(17 persons). Does not include RSUs and DSUs for 1,919,6102,551,222 shares of Class C Stock.

(14)

(14)According to its report on Schedule 13G, as of December 31, 2020, Credit Suisse AG was deemed to beneficially own in the aggregate 10,429,442 shares of our Class A Stock. According to the Schedule 13G, the reporting persons had shared power to vote and dispose of all of these shares. The principal business address of Credit Suisse AG is Uetlibergstrasse 231, P.O. Box 900, CH 8070, Zurich, Switzerland.

(15)

According to their report on Schedule 13G, as of December 31, 2019,2020, Adage Capital Partners, L.P. and certain affiliates of Adage Capital Partners, L.P., were deemed to beneficially own in the aggregate 10,765,40011,727,141 shares of our Class A Stock held for investment advisory accounts. According to the Schedule 13G, the reporting persons had shared power to vote and dispose of all of these shares. The principal business address of Adage Capital Partners, L.P. is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

(15)

(16)

According to their report on Schedule 13G, as of December 31, 2019,2020, BlackRock, Inc., or BlackRock, and certain affiliates of BlackRock, were deemed to beneficially own in the aggregate 12,563,02011,815,151 shares of our Class A Stock.

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According to the Schedule 13G, the reporting persons had sole power to vote 11,025,13110,372,814 shares and no power to vote 1,537,8891,442,337 shares, and sole power to dispose of all of these shares. The principal business address of BlackRock is 55 East 52nd Street, New York, New York 10055.

(16)

(17)

According to their report on Schedule 13G, as of January 13,December 31, 2020, Lone Pine Capital LLCThe Vanguard Group, or Vanguard, and certain affiliates of Lone Pine Capital LLC,Vanguard, were deemed to beneficially own in the aggregate 12,734,63419,583,344 shares of our Class A Stock. According to the Schedule 13G, the reporting persons had shared power to vote and dispose of all of these shares. The principal business address of Lone Pine Capital LLC is Two Greenwich Plaza, Greenwich, Connecticut 06830.

(17)

According to their report on Schedule 13G, as of December 31, 2019, The Vanguard Group, or Vanguard, and certain affiliates of Vanguard, were deemed to beneficially own in the aggregate 21,416,008 shares of our Class A Stock. According to the Schedule 13G, the reporting persons had sole power to vote 318,018 shares, shared power to vote 44,696290,507 and no power to vote 21,097,99019,292,837 shares and sole power to dispose of 21,078,62618,843,182 shares and shared power to dispose of 337,382740,162 shares. The principal business address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(18)

According to their report on Schedule 13G, as of February 28, 2020, Wellington Management Group LLP and certain affiliates of Wellington Management Group LLP, were deemed to beneficially own in the aggregate 15,163,001 shares of our Class A Stock held for investment advisory accounts. According to the Schedule 13G, the reporting persons had shared power to vote 13,379,083 shares and no power to vote 1,783,918 shares, and shared power to dispose of all of these shares. The principal business address of Wellington Management Group LLP is 280 Congress Street, Boston, Massachusetts 02210.

 

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ELECTIONELECTION OF DIRECTORS

(PROPOSAL 1)

 

Nominees for Election

Nine directors will be elected at the 2021 Annual Meeting

to hold office until their successors are elected and qualified. There are nine nominees for election, toeach of whom is currently a member of our Board of Directors. Unless otherwise specified, the proxies received will be voted for the election of the following persons:

NamePosition at Under Armour, Inc.Independent

Kevin A. Plank

Executive Chairman and Brand Chief

No

Douglas E. Coltharp

Director

✓

Jerri L. DeVard

Director

✓

Mohamed A. El-Erian

Lead Director

✓

Patrik Frisk

Chief Executive Officer and President

No

Karen W. Katz

Director

✓

Westley Moore

Director

✓

Eric T. Olson

Director

✓

Harvey L. Sanders

Director

✓

Overview of Director Nominees

We view the effectiveness of our Board of Directors through an individual and collective lens. We endeavor to have a Board that represents a range of experiences, skills and attributes and embodies principles of diversity, including gender, race and ethnicity. We believe each director nominee contributes to this goal, as described below in the biographies included in “Nominees for Election at the Annual Meeting. Biographical information for each nominee for director is set forth below. In addition, information about the experience, qualifications, attributes and skills considered by our Corporate Governance Committee and Board in determining that the nominee should serve as a director is set forth below.” For additional information about how we identify and evaluate nominees for director, see “Corporate Governance and Related Matters—Identifying and Evaluating Director Candidates” below.

Nine directors will be electedSnapshot of Director Nominees

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Skills and Experiences of Director Nominees

Our Corporate Governance and Sustainability Committee and Board consider the following key experiences, skills and attributes when recommending a candidate to serve on our Board:

✓

Executive Leadership and Strategy Experience: Directors who have served as CEOs or in other senior leadership roles at other organizations are uniquely positioned to advise, support and oversee our management team to achieve strategic priorities and long-term objectives and contribute practical insight into business strategy.

✓

Retail Industry Experience: Directors who have experience in the retail industry contribute a deep understanding of our fundamental business needs and industry risks.

✓

Technology, Digital and eCommerce Experience: Directors with experience in digital and technology, including managing cybersecurity risk and developing and overseeing eCommerce operations and strategy, provide critical perspective regarding our digital business strategies, technology resources and infrastructure and essential risk management functions.

✓

Marketing, Branding and Media Experience: Our brand’s strength and reputation and our connection with consumers is fundamental to our business and our strategy. Directors with consumer or brand marketing and media experience provide critical insights to our Board.

✓

Financial Expertise: We place high importance on financial discipline, accurate financial reporting and robust financial controls and compliance, and value directors with an understanding of finance and financial reporting processes. We seek to have multiple directors who qualify as audit committee financial experts.

✓

International Experience: Directors with exposure to and experience in global markets and/or diverse organizational structures, business environments and cultural perspectives (whether through the private or public sector) offer unique insight into our increasingly complex and expanding global operations.

✓

Public Company Board Experience: Directors who have served on other public company boards provide essential perspective with respect to board operations and dynamics, prioritizing stockholder interests and corporate governance best practices, including related to executive compensation, risk management and oversight of strategic, operational and compliance-related matters.

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We believe that the nine director nominees together provide diverse and relevant experiences to comprise a Board that is well-positioned to provide effective oversight of our company, as illustrated in the following chart:

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Nominees for Election at the 2020 Annual Meeting to hold office until their successors are elected and qualified. Unless otherwise specified, the proxies received will be voted for the election of the following persons:

 

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Director since

our founding

Age: 4748

 

Founder,

Executive Chairman and Brand Chief

Kevin A. Plank

Executive Chairman and Brand Chief of Under Armour, Inc.

 

Mr. Plank became Under Armour’s Executive Chairman and Brand Chief in January 2020, after serving as Chief Executive Officer and Chairman of the Board of Directors from 1996 to 2019, and President from 1996 to July 2008 and August 2010 to July 2017. Mr. Plank also serves on the Board of Directors of the National Football Foundation and College Hall of Fame, Inc., and is a member of the Board of Trustees of the University of Maryland College Park Foundation.

 

As our founder, Brand Chief and controlling stockholder since our inception in 1996 and as the driving force behind our innovative products and our brand, Mr. Plank is uniquely qualified to serve on and lead our Board given his experience, knowledge of our industry and business and strategic vision and insight.

 

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Director since

August 2014December 2004

Age: 6159

 

Independent

George W. Bodenheimer

Former President of ESPN, Inc. and ABC SportsBoard Committees:

 

Mr. Bodenheimer served as Executive Chairman of ESPN, Inc., a multimedia, multinational sports entertainment company from January 2012 to June 2014, and served as Acting Chairman of ESPN from December 2017 to March 2018. Prior thereto, he served as Co-Chairman of Disney Media Networks from April 2004 to January 2012, President of ABC Sports from March 2003 to January 2012 and President of ESPN from November 1998 to January 2012. With ESPN since 1981, Mr. Bodenheimer served in a variety of senior sales and marketing positions prior to his appointment as President. Mr. Bodenheimer serves on the Board of Directors of Sirius XM Holdings, Inc. and is a member of its compensation and nominating and corporate governance committees.•  Audit (Chair)

 

Mr. Bodenheimer’s qualifications to serve on our Board include his past leadership experience in building•  Finance and leading a global sports media brand during his time at ESPN.Capital Planning (Chair)

 

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Director since

December 2004

Age: 58

Independent

Douglas E. Coltharp

Executive Vice President and Chief Financial Officer of Encompass Health Corporation

 

Since May 2010, Mr. Coltharp has served as Executive Vice President and Chief Financial Officer of Encompass Health Corporation (formerly HealthSouth Corporation). Prior thereto,Before that, Mr. Coltharp served as a partner at Arlington Capital Advisors and Arlington Investment Partners, a Birmingham, Alabama based financial advisory and private equity business from May 2007 to April 2010 and as Executive Vice President and Chief Financial Officer of Saks Incorporated and its predecessor organization from November 1996 to May 2007.

 

Mr. Coltharp’s qualifications to serve on our Board include his financial expertise and past executive leadership experience in the consumer retail sector, including 11 years as Chief Financial Officer of Saks Incorporated, a leading publicly-tradedpublicly traded consumer retailer, and his more recent executive leadership experience as Executive Vice President and Chief Financial Officer of a large publicly-tradedpublicly traded company, Encompass Health Corporation.

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Director since


May 2017

Age: 6162

 

Independent

 

Board Committees:

 

•  Human Capital and Compensation

 

•  Corporate Governance and Sustainability

Jerri L. DeVard

Former Executive Vice President, Chief Customer Officer of Office Depot, Inc.

 

Ms. DeVard served as Executive Vice President, Chief Customer Officer of Office Depot, Inc. from January 2018 to March 2020, leading their eCommerce and Customer Service functions as well asand Marketing and Communications and as Executive Vice President and Chief Marketing Officer from September 2017 to December 2017. Prior thereto,Before that, Ms. DeVard served as Senior Vice President and Chief Marketing Officer of The ADT Corporation, a leading provider of home and business security services, from March 2014 through May 2016. From July 2012 to March 2014, she was Principal of DeVard Marketing Group, a firm specializing in advertising, branding, communications and traditional/digital/multicultural marketing strategies, and prior theretostrategies. Before that, she served as Executive Vice President of Marketing for Nokia. Ms. DeVard served in a number of senior marketing roles throughout her career, including as Senior Vice President of Marketing and Senior Vice President, Marketing Communications and Brand Management of Verizon Communications, Inc., Chief Marketing Officer of the e-Consumer business at Citibank N.A. and other senior marketing positions at Revlon Inc., Harrah’s Entertainment, the NFL’s Minnesota Vikings and the Pillsbury Company. Ms. DeVard currently serves on the Board of Directors of Cars.com and is a member of its compensationCompensation and nominatingNominating and governance committees.Governance Committees.

 

Ms. DeVard’s qualifications to serve on our Board include her broad-based and significant experience in marketing experience and branding and digital and eCommerce, as well as her executive leadership experience with a number of large global brands.

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Director since

October 2018

Age: 6162

 

Independent

Lead Director

Board Committees:

•  Audit

•  Finance and Capital Planning

Mohamed A. El-Erian

Former Chief Executive Officer and Co-Chief Investment Officer of PIMCO

 

Dr. El-Erian served as CEO and Co-Chief Investment Officer of PIMCO, one of the world’s premier investment management firms, from December 2007 to March 2014. He currently serves as Chief Economic Advisor of Allianz, the corporate parent of PIMCO, a role he has held since March 2014, and is President-Electthe President of Queens’ College, Cambridge, taking office in October 2020.Dr.Cambridge. Dr. El-Erian joined PIMCO in 1999 as a senior member of the portfolio management and investment strategy group. In February 2006, he became president and CEO of Harvard Management Company, the entity responsible for managing the university’s endowment, before returning to PIMCO in 2007 to serve as co-CEO and co-CIO. From December 2012 to January 2017, he was chair of the U.S. President’s Global Economic Development Council. Previously, he was a managing director at Salomon Smith Barney/Citigroup in London and worked at the International Monetary Fund for 15 years, rising to the position of Deputy Director. He is a board member of the National Bureau of Economic Research serving on its Executive Committee, and chairs the Microsoft Investment Advisory Committee. Dr. El-Erian also serves as non-executive director of Barclays plc and is also a columnist for Bloomberg and a contributing editor at the Financial Times.

 

Dr. El-Erian’s qualifications to serve on our Board include his financial expertise, his significant international, macroeconomic and financial expertisegovernment experience and his executive leadership experience gained through his past roles, including as CEO and Co-Chief Investment Officer of PIMCO.

 

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Director since

January 2020

Age: 5758

 

Chief Executive
Officer and President

Patrik Frisk

Chief Executive Officer and President of Under Armour, Inc.

 

Mr. Frisk was appointed Chief Executive Officer and President of Under Armour and a member of its Board of Directors in January 2020, after serving as President and Chief Operating Officer since July 2017 when he joined the company. Mr. Frisk has more than 30 years of experience in the apparel, footwear and retail industry. Prior toBefore joining Under Armour, he was Chief Executive Officer of The ALDO Group, a global footwear and accessories company. Previous toBefore that, he spent more than a decade with VF Corporation where he held numerous leadership positions including Coalition President of Outdoor Americas (The(The North Face®Face® and Timberland®Timberland®), President of the Timberland® Timberland®brand, President of Outdoor & Action Sports (EMEA), and Vice President and General Manager of The North Face®Face®. Before joining VF Corporation, Mr. Frisk ran his own retail business in Scandinavia and held senior positions with Peak Performance and W.L. Gore & Associates.

 

Mr. Frisk’s qualifications to serve on our Board include his extensive leadership experience in the apparel, footwear and retail industry and beingserving as our current CEO.

 


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Director since

October 2014

Age: 6364

 

Independent

Board Committees:

•  Audit

•  Finance and Capital Planning

Karen W. Katz

Former President and Chief Executive Officer of Neiman Marcus Group LTD LLC

 

Ms. Katz served as President and CEO of Neiman Marcus Group LTD LLC, one of the world’s leading luxury and fashion retailers, from 2010 to February 2018. Having joined Neiman Marcus in 1985, Ms. Katz served in key executive and leadership roles in the company’s merchant, stores and eCommerce organizations as Executive Vice President—Stores, a member of the Office of the Chairman of Neiman Marcus Group, and President, Neiman Marcus Online, and President and CEO, Neiman Marcus Stores. Ms. Katz serves on the Board of Directors of Humana Inc. and is a member of its Audit CommitteeNominating, Governance & Sustainability and Technology Committees, on the Board of Directors of Casper Sleep Inc. and is a member of its Compensation Committee and Chair of its Nominating and Governance Committee. Ms. Katz also servesCommittee and on the Board of Directors of private consumer companies including B8TA and Skylar.  The RealReal, Inc.

 

Ms. KatzKatz’s qualifications to serve on our Board include her digital and eCommerce experience and her executive leadership experience in the consumer retail sector with Neiman Marcus Group, including as President and Chief Executive Officer.

 

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Director since

July 2012October 2020

Age: 6842

 

Independent

Board Committees:

•  Corporate Governance and Sustainability

Westley Moore

Chief Executive Officer of the Robin Hood Foundation

Mr. Moore has served as Chief Executive Officer of the Robin Hood Foundation, one of New York City’s largest poverty-fighting organizations since April 2017. He has announced his expected departure effective May 2021. Before that, Mr. Moore founded and served as Chief Executive Officer of BridgeEdU, an innovative technology platform addressing the college completion and job placement crisis from July 2014 to February 2017 and served as its Chairman from June 2017 to June 2019, when it was acquired. Mr. Moore worked as an investment banker with Citigroup and served as a White House Fellow to Secretary of State Condoleezza Rice from 2006-2007. Mr. Moore is a decorated army combat veteran and a New York Times and Wall Street Journal bestselling author. Mr. Moore currently serves on the Board of Directors of Longview Acquisition Corp. and is a member of its Audit, Compensation and Nominating and Corporate Governance Committees, on the Board of Directors of Green Thumb Industries Inc. and is a member of its Audit and Compensation Committees and on the Board of Directors of IAC/INTERACTIVECORP.

Mr. Moore’s qualifications to serve on our Board include his wide-ranging experiences in digital and technology, government, entrepreneurship and executive leadership, including as the Chief Executive Officer of the Robin Hood Foundation and the founder and former Chief Executive Officer and Chairman of BridgeEdU.

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Director since

July 2012

Age: 69

Independent

Board Committees:

•  Corporate Governance and Sustainability (Chair)

Eric T. Olson

Admiral U.S. Navy (Retired) and former Commander of U.S. Special Operations Command

 

Admiral Olson retired from the United States Navy in 2011 as an Admiral after 38 years of military service. He served in special operations units throughout his career, during which he earned a Master’s Degree in National Security Affairs and was awarded several decorations for leadership and valor including the Defense Distinguished Service Medal and the Silver Star. Admiral Olson’s career culminated as the head of the United States Special Operations Command from July 2007 to August 2011, where he was responsible for the mission readiness of all Army, Navy, Air Force, and Marine Corps special operations forces. In this capacity, he led over 60,000 people and managed an annual budget in excess of ten billion dollars. AsAdmiral Olson served as Chief Executive Officer of HANS Premium Water, a clean water solution for homes, from June 2019 to May 2020. He has served as President and Managing Member of ETO Group, LLC since September 2011, Admiral Olson is now an independent consultant who supportssupporting a wide range of private and public sector organizations. Admiral Olson also serves on the Board of Directors of Iridium Communications, Inc. and is a member of its nominatingNominating and corporate governance committee andCorporate Governance committee. Admiral Olson also serves as Chairman Emeritus of the non-profit Special Operations Warrior Foundation.

 

Admiral Olson’s qualifications to serve on our Board include his pastexperience in technology and his significant government and leadership experience as an Admiral in the United States Navy, including his leadership and management of a large and complex organization as head of the United States Special Operations Command.

 

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Director since


November 2004

Age: 7071

 

Independent

Board Committees:

•  Human Capital and Compensation (Chair)

Harvey L. Sanders

Former Chief Executive Officer and Chairman of Nautica Enterprises, Inc.

 

Mr. Sanders is the former Chairman of the Board of Directors, Chief Executive Officer and President of Nautica Enterprises, Inc. He served as Chairman from 1993 to 2003 and as Chief Executive Officer and President from 1977 to 2003, until VF Corporation acquired Nautica Enterprises, Inc. in 2003. Mr. Sanders currently serves as a member of the Board of Directors for the Boomer Esiason Foundation for Cystic Fibrosis and the enCourageKids Foundation and as a member of the Board of Trustees of the University of Maryland College Park Foundation.

 

Mr. Sanders’ qualifications to serve on our Board include his pastexecutive leadership experience in the consumer retail sector, including over 25 years as President and Chief Executive Officer and 10 years as Chairman of the Board of Nautica Enterprises, Inc., a former leading publicly-traded apparel brand and retailer.

 

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The election of each director requires a plurality of the votes cast at the Annual Meeting.

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The Board of Directors recommends that you vote “FOR” the election of the nine nominees for director.

A.B. Krongard,George Bodenheimer, who has served as leada director of our company since 2006,2014, is not standing for reelection at the Annual Meeting. The Board thanks Mr. KrongardBodenheimer for his many years of leadership and service to our company.

 

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Director since

July 2005August 2014

Age: 8362

 

Independent

 

Lead DirectorBoard Committees:

•  Human Capital and Compensation

•  Corporate Governance and Sustainability

A.B. KrongardGeorge W. Bodenheimer

Former Chief Executive OfficerPresident of ESPN, Inc. and Chairman, Alex.Brown, IncorporatedABC Sports

 

Mr. KrongardBodenheimer served as Executive DirectorChairman of the Central Intelligence AgencyESPN, Inc., a multimedia, multinational sports entertainment company from 2001January 2012 to June 2014, and served as Acting Chairman of ESPN from December 2017 to March 2018. Prior thereto, he served as Co-Chairman of Disney Media Networks from April 2004 to January 2012, President of ABC Sports from March 2003 to January 2012 and as counselor to the DirectorPresident of the Central Intelligence AgencyESPN from November 1998 to 2001.January 2012. With ESPN since 1981, Mr. Krongard previouslyBodenheimer served in various capacities at Alex.Brown, Incorporated, includinga variety of senior sales and marketing positions before he was appointed as Chief Executive Officer and Chairman of the Board. Upon the merger of Alex.Brown with Bankers Trust Corporation inPresident. From September 1997,2013 to September 2020, Mr. Krongard became Vice Chairman of the Board of Bankers Trust andBodenheimer served in such capacity until joining the Central Intelligence Agency in 2001. Mr. Krongard serves on the Board of Directors of Iridium Communications,Sirius XM Holdings, Inc. and is a member of its compensation committee and Chairman of its nominating and corporate governance committee, on the Board of Directors of Apollo Global Management and is a member of its audit committee and on the Board of Directors of Icahn Enterprises G.P. Inc. and is a member of its audit committee.

Mr. Krongard’s qualifications to serve on our Board include his past leadership experience with a large publicly-traded investment banking firm Alex.Brown, Incorporated, including as Chief Executive Officer and Chairman of the Board, and his past leadership experience with the Central Intelligence Agency, including serving as Executive Director responsible for overall operations of the agency.

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CORPORATE GOVERNANCE AND RELATED MATTERS

 

 

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CORPORATE GOVERNANCE AND RELATED MATTERS

Board of Directors and Board Leadership Structure

Corporate Governance Highlights

Our Board of Directors currently has ten directors, eighta long-standing commitment to sound and effective corporate governance, which begins with and fully reflects our Purpose and Values, set forth at the beginning of which (80%)this Proxy Statement. Our strong corporate governance practices, including those highlighted below, are independent non-management directors.codified in our Corporate Governance Guidelines and other key governance documents, and demonstrate the commitment of our Board of Directors to enabling an effective structure to support the successful oversight of our business and long-term objectives:

Effective January 1, 2020,

✓

Separate Chairman and CEO

✓

Lead independent director

✓

Majority independent Board

✓

Fully independent Board committees

✓

Regular executive sessions of non-management directors

✓

Risk oversight

✓

Full access to management and internal and external auditors

✓

Board and committees have authority to engage independent advisors as they deem appropriate

✓

Board oversight of succession planning for the CEO and other senior management

✓

Annual Board and committee self-evaluation

Board Leadership Structure

Our governing documents provide our Board of Directors discretion to combine or separate the rolespositions of chairmanChairman and chief executive officer have been separated.Chief Executive Officer as it may deem appropriate in light of prevailing circumstances. Currently, Kevin Plank serves as our Executive Chairman and Brand Chief, and Patrik Frisk serves as our Chief Executive Officer and President and a member of the Board. Prior to that time, the roles of Chairman and Chief Executive Officer were combined and held by Mr. Plank.  We believe that separatingthe current separation of the roles of Chairman and Chief Executive Officer is appropriate given theour company’s strategic and operational priorities of the company.priorities. This structure allows the Chief Executive Officer to focus on theour company’s business, operations and strategy, of our company, while continuing to leverage the Chairman’s experience, perspective and vision.

To further strengthen our corporate governance structure and provide independent oversight of our company, on an annual basis the Board has appointedour non-management directors elect an independent director to serve as lead director. The lead independent directorLead Director. Dr. El-Erian has been elected to serve as our Lead Director. He acts as a liaison between the our Board’s non-management directors of the Board and Mr. Plank, Mr. Frisk and the other members of our management team, chairs regular executive sessions of the Board without Mr. Plank and Mr. Frisk present, and performs other functions as requested by the non-management directors.  Mr. Krongard (who is not standing for reelection) has served as lead independent director since 2006. The Board expects to appoint a new lead independent director after Mr. Krongard’s term as a Board member has ended.

Communication with Directors

If stockholders or other interested parties wish to communicate with non-management directors, they should write to Under Armour, Inc., Attention: Corporate Secretary, 1020 Hull Street, Baltimore, Maryland 21230. Further information concerning contacting our Board is available through our investor relations website at https://about.underarmour.com/investor-relations/governance, under “Investors-Corporate Governance.”

Stockholders Meeting Attendance

Directors are encouraged to attend annual meetings of stockholders, but we have no specific policy requiring attendance by directors at such meetings. All of our directors attended our 2019 Annual Meeting of Stockholders.

Availability of Corporate Governance Information

For additional information on our corporate governance, including Board committee charters, our corporate governance guidelines and our code of business conduct and ethics, visit our investor relations website at https://about.underarmour.com/investor-relations/governance, under “Investors-Corporate Governance.”

Role of Board in Risk Oversight

Our BoardIndependence of Directors is responsible for overseeing our management team’s overall approach to risk management. The Board delegates much of this responsibility to the Audit Committee. Under its charter, the committee’s responsibilities include to inquire of management and our independent registered public accounting firm about significant financial risks or exposures, the company’s processes and policies for risk assessment and the steps management has taken to mitigate these risks to the company. The committee receives periodic reports from management on our enterprise risk management program and our risk mitigation efforts. The committee also oversees our legal and regulatory compliance programs and our internal audit function, and receives regular reports regarding our cybersecurity risks. The Compensation Committee has the responsibility to review the risks of our compensation policies and practices, including the review of our annual compensation risk assessment. Our Finance and Capital Planning Committee oversees certain financial matters and risks relating to our capital structure and liquidity, hedging and foreign currency transactions, acquisitions and divestitures and capital projects.  Our full Board regularly reviews our financial and strategic plans and objectives, including the risks that may affect the achievement of these plans and objectives, and receives regular reports from our Chief Executive Officer, Chief Financial Officer, General Counsel and other key executive officers regarding

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various enterprise risk matters. In accordance with our corporate governance guidelines, our non-management directors also meet periodically in executive session with our Chief Executive Officer to review succession planning for our Chief Executive Officer and other senior executive positions.

Stock Ownership Guidelines

Our Board of Directors currently consists of ten directors, eight of which (80%) are independent non-management directors. George Bodenheimer, who has adopted stock ownership guidelines to further align the financial interests of the company’s executives and non-management directors with the interestsserved as an independent director of our stockholders. The guidelines currently provide that executive officers should own company stock with a valuesince 2014, is not standing for reelection at least equal to six times annual base salary for the Chief Executive Officer, three times annual base salary for Executive Vice Presidents and one times annual base salary for all other executive officers, in each case based on the average closing price of our stock for the prior calendar year. The guidelines provide that non-management directors should own company stock with a value at least equal to three times the amount of the annual retainer paid to directors. Executive officers are expected to achieve the stock ownership levels under these guidelines within five years of their hire or promotion to executive officer and non-management directors within three years of joining our Board. The company’s stock ownership guidelines can be found on our website at https://about.underarmour.com/investor-relations/governance, under “Investors-Corporate Governance.”

All executive officers and non-management directors are in compliance with the guidelines as of the last measuring date, with the exception of persons new to their roles within the last few years. We anticipate our remaining executive officers and non-management directors will be in compliance with the guidelines within the required time frame.

Independence of DirectorsAnnual Meeting.

The Board has determined that the following seven directors standing for election at our 20202021 Annual Stockholders Meeting are independent under the corporate governance listing standards of the New York

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Stock Exchange, or NYSE: George W. Bodenheimer, Douglas E. Coltharp, Jerri L. DeVard, Mohamed A. El-Erian, Karen W. Katz, Westley Moore, Eric T. Olson and Harvey L. Sanders. Mr. Plank and Mr. Frisk are not independent because they are our Executive Chairman and Brand Chief and Chief Executive Officer, respectively.

Our charter includes additional factors for the Board to consider when determining whether a director will be “independent” under the NYSE standards. Specifically, the Board must consider whether any of the independent directors have any material financial or service relationship with Mr. Plank or any of his family members. The Board has considered these factors and determined that none of the independent directors have any such relationships. A copy of our charter that includes these requirements is available through our website at https://about.underarmour.com/investor-relations/investor- relations/governance, under “Investors-Corporate Governance”.Governance.”

Role of Board in Risk Oversight

Our Board of Directors is responsible for overseeing our management team’s overall approach to risk management. Our Board of Directors regularly reviews our financial and strategic plans and objectives, including the risks that may affect the achievement of these plans and objectives, and receives regular reports from our Chief Executive Officer, Chief Financial Officer, General Counsel and other key executive officers regarding various enterprise risk matters. In accordance with our Corporate Governance Guidelines, our non-management directors also meet at least once each year in executive session with our Chairman and Chief Executive Officer to review succession planning for our Chief Executive Officer and other senior executive positions.

In addition, our Board of Directors has delegated to each Board committee primary responsibility to oversee the management of risks that fall within their respective areas of responsibility, as described further below. In performing this function, each Board committee has full access to management, as well as the ability to engage independent outside advisors. At each Board meeting, the chairperson of each Board committee reports on the applicable committee’s activities, including risk management, which provides an opportunity to discuss significant risks with the full Board.

•

Audit Committee:Under its charter, the Audit Committee’s responsibilities include inquiring of management and our independent registered public accounting firm about significant financial risks or exposures, the company’s processes and policies for risk assessment and the steps management has taken to mitigate these risks to the company. The committee receives periodic reports from management on our enterprise risk management program and our risk mitigation efforts. The committee also oversees our legal and regulatory compliance programs and our internal audit function and receives regular reports regarding our cybersecurity risks, with at least one comprehensive briefing by senior management annually and periodic updates as appropriate.

•

Human Capital and Compensation Committee:The Human Capital and Compensation Committee has the responsibility to review the risks of our compensation policies and practices, including the review of our annual compensation risk assessment. Beginning in 2021, the committee also oversees risks related to our company’s key human capital management strategies and programs, including relating to diversity, equity and inclusion.

•

Corporate Governance and Sustainability Committee:Beginning in late 2020, the Corporate Governance and Sustainability Committee oversees risks relating to sustainability, including environmental and human rights issues and impacts.

•

Finance and Capital Planning Committee:The Finance and Capital Planning Committee oversees certain financial matters and risks relating to our capital structure and liquidity, hedging and foreign currency transactions, acquisitions and divestitures and significant capital projects.

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Board Meetings and Committees

Our Board meets regularly throughout the year. During 2019,2020, there were ten13 meetings of the Board.Board and several committee meetings as noted in the table below, including several special meetings relating to key financing transactions, the divestiture of the MyFitnessPal platform and the COVID-19 pandemic. In 2019,2020, all directors attended at least 75% of the aggregate meetings of the Board and the committees of which they were members.members during that period. In accordance with our Corporate Governance Guidelines, our non-management directors also meet in executive sessions without management at each regularly scheduled Board meeting.

TheOur Board has the following four standing committees: an Audit Committee, a Human Capital and Compensation Committee, a Corporate Governance and Sustainability Committee and a Finance and Capital Planning Committee. The table below provides current membership and meeting information for 20192020 for each of these committees.

 

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Name  Audit Committee  

Human Capital

and Compensation
Committee

  Corporate
Governance and
Sustainability
Committee		  Finance and
Capital Planning
Committee

George W. Bodenheimer(1)

 

    ✓

 

  ✓

 

  

Douglas E. Coltharp

 

  C

 

      C

 

Jerri L. DeVard

 

    ✓

 

  ✓

 

  

Mohamed A. El-Erian

 

  ✓

 

      ✓

 

Karen W. Katz

 

  ✓

 

      ✓

 

Westley Moore(2)

 

      ✓

 

  

Eric T. Olson

 

      C

 

  

Harvey L. Sanders

 

     C

 

      

Total Meetings in 2020

  14  8  5  9

 

Table of Contents✓ = Committee Member

C = Committee Chair

 

Name

 

Audit Committee

 

 

Compensation

Committee

 

 

Corporate

Governance Committee

 

 

Finance and Capital

Planning

Committee

 

George W. Bodenheimer (1)

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

Douglas E. Coltharp

 

X

 

 

 

 

 

 

 

 

 

 

Chair

 

Jerri L. DeVard

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

Mohamed A. El-Erian

 

X

 

 

 

 

 

 

 

 

 

 

X

 

Karen W. Katz

 

 

 

 

 

 

 

 

 

X

 

 

X

 

A.B. Krongard (2)

 

Chair

 

 

 

 

 

 

 

 

 

 

 

 

 

Eric T. Olson

 

 

 

 

 

 

 

 

 

Chair

 

 

 

 

 

Harvey L. Sanders

 

 

 

 

 

Chair

 

 

 

 

 

 

 

 

 

Total Meetings in 2019

 

 

8

 

 

 

6

 

 

 

4

 

 

 

4

 

(1)

Mr. Bodenheimer became a member of the Corporate Governance Committee on December 31, 2019, upon the resignation of William R. McDermott from our Board, who served as a member of that committee throughout 2019.

(2)

Mr. Krongard is not standing for reelection at the Annual Meeting.

(2)

Upon being appointed to our Board, Mr. Moore became a member of the Corporate Governance and Sustainability Committee on October 1, 2020.

The functions performed by these standing committees are summarized below and are set forth in more detail in their charters. The complete text of the charters for each standing committee can be found on our website at https://about.underarmour.com/investor-relations/governance, under “Investors-Corporate Governance.” The Board has determined that each member of the Audit, Human Capital and Compensation and Corporate Governance and Sustainability Committees is independent as required under NYSE listing standards and our charter. Each member of our Finance and Capital Planning Committee is also independent.

Audit Committee

The Audit Committee assists the Board of Directors with oversight of matters relating to accounting, internal control, auditing, financial reporting, risk and legal and regulatory compliance. The committee oversees the audit and other services provided by our independent registered public accounting firm, and is directly responsible for the appointment, independence, qualifications, compensation and oversight of the independent registered public accounting firm, which reports directly to the committee. The committee also oversees the company’s internal audit function and the chief audit executive, who reports directly to the committee. The Audit Committee Report for 2020 is included in this Proxy Statement under “Audit Committee Report.”

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The Board has determined that all of the committee members are independent, financially literate and qualify as “audit committee financial experts” under SEC rules and NYSE listing standards.

Human Capital and Compensation Committee

The Human Capital and Compensation Committee approves the compensation of our Chief Executive Officer, or CEO, and our other executive officers, administers our executive benefit plans, including the granting of awards under our equity incentive plans, and advises the Board on director compensation. In February 2021, the Board expanded the role and responsibilities of the Compensation Committee, renamed the Human Capital and Compensation Committee, to include primary oversight of our company’s key human capital management strategies and programs, including relating to diversity, equity and inclusion.

Our CEO, Executive Chairman and Brand Chief and other senior executives evaluate the performance of our executive officers and make recommendations to the Human Capital and Compensation Committee concerning their compensation. The committee considers these evaluations and recommendations, and its evaluation of the Executive Chairman and Brand Chief and the CEO in determining the compensation of our Executive Chairman and Brand Chief, CEO and our other executive officers.

The Human Capital and Compensation Committee is also primarily responsible for reviewing and assessing risks arising from our compensation policies and practices. In early 2021, the committee conducted, with the assistance of management, a risk assessment of our compensation policies and practices, which included a review of our material compensation programs, the structure and nature of these programs, the short-term and long-term performance incentive targets used in these programs and how they relate to our business plans and creating stockholder value, corporate governance policies with respect to our compensation programs and other aspects of our compensation programs. Based on this review and assessment, the committee concluded that the risks related to our compensation policies and practices are not reasonably likely to have a material adverse effect on our company.

Pursuant to its charter, the Human Capital and Compensation Committee has the authority to obtain advice and assistance from advisors, including compensation consultants. In 2020, the committee engaged the services of an independent compensation consultant, Willis Towers Watson, or WTW, to provide executive compensation consulting services to the committee. This independent consultant reports directly to the committee and the committee retains sole authority to retain and terminate the consulting relationship. In carrying out its responsibilities, the independent consultant collaborates with management to obtain data, provide background on compensation programs and practices, and clarify pertinent information. The committee obtained from the independent consultant competitive market data on compensation for executives to assess generally the competitiveness of our executive compensation. The competitive market data was based on a peer group and WTW’s published industry survey data. The committee generally has not relied on the independent consultant to determine or recommend the amount or form of executive compensation.

Additional information concerning the processes and procedures for considering and determining executive officer compensation is included in the “Compensation Discussion and Analysis” section of this Proxy Statement. The Human Capital and Compensation Committee Report for 2020 is included under the “Human Capital and Compensation Committee Report” section of this Proxy Statement.

A description of the compensation program for our non-management directors, including updates to the program for 2021, is included below under the “—Compensation of Directors” section of this Proxy Statement. In late 2020, management researched director compensation practices of competitor companies and reviewed the data with the committee. The committee also reviewed a summary of published third-party surveys on public company director compensation practices of similarly sized

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companies and director compensation of industry peers. These materials were shared with and reviewed by WTW, the committee’s independent consultant.

Corporate Governance and Sustainability Committee

The Corporate Governance and Sustainability Committee identifies individuals qualified to become members of our Board of Directors, recommends candidates for election or reelection to our Board, oversees the evaluation of our Board and advises our Board regarding committee composition and structure and other corporate governance matters, including reevaluating our Corporate Governance Guidelines on an annual basis. In November 2020, the Board expanded the role and responsibilities of the Corporate Governance Committee, renamed the Corporate Governance and Sustainability Committee, to also oversee our company’s significant strategies, programs, policies and practices relating to sustainability (including environmental and human rights issues and impacts) and corporate responsibility.

Finance and Capital Planning Committee

The Finance and Capital Planning Committee assists our Board in overseeing our company’s financial and capital investment policies, planning and activities, including matters relating to our capital structure and liquidity, hedging and foreign currency transactions, acquisitions and divestitures and capital projects.

Stockholders Meeting Attendance

Directors are encouraged to attend annual meetings of stockholders, but we have no specific policy requiring directors’ attendance at such meetings. All of our directors who were directors at that time attended our 2020 Annual Meeting of Stockholders.

Identifying and Evaluating Director Candidates

The Corporate Governance and Sustainability Committee recommends to the Board candidates to fill vacancies or for election or reelection to the Board. The Board then appoints new Board members to fill vacancies or nominates candidates each year for election or reelection by stockholders. The committee does not have a specific written policy or process regarding the nominations of directors, nor does it maintain minimum standards for director nominees other than as set forth in the committee’s charter as described below.

The Corporate Governance and Sustainability Committee’s charter requires the committee to establish criteria for selecting new directors, which reflects at a minimum a candidate’s strength of character, judgment, business experience, specific areas of expertise, factors relating to the composition of the Board, including its size and structure, and principles of diversity, including gender, race and ethnicity. The committee also considers the statutory requirements applicable to the composition of the Board and its committees, including the NYSE’s independence requirements. The committee considers each candidate’s experiences, skills and attributes relative to what skills and experiences can best contribute to our Board’s effective operation, particularly in light of our company’s evolving needs and long-term strategy. We believe the nominees for election to the Board contribute a wide range of experiences, skills and attributes to comprise a Board that is well-positioned to provide effective oversight of our company, as illustrated above in each director’s biography set forth in “Election of Directors—Nominees for Election at the Annual Meeting” and the charts included in “Election of Directors—Overview of Director Nominees.”

The Board has not established term limits for directors because of the concern that term limits may deprive the company and its stockholders of the contribution of directors who have developed valuable insights into the company and its operations over time. The tenure of our non-management directors

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ranges from less than one to sixteen years, with an average tenure of 7.8 years. We have added three new independent directors since mid-2017. We believe the tenure of our Board members provides an appropriate balance of expertise, experience, continuity and perspective that serves the best interests of our stockholders. Our Corporate Governance Guidelines do provide that a director is expected not to stand for reelection after the age of 75. For additional information regarding the age and tenure of the nine director nominees for election at the Annual Meeting, see “Election of Directors.”

The Corporate Governance and Sustainability Committee does not have a formal policy with respect to considering diversity, including gender, race and ethnicity, in identifying director nominees. Consistent with the committee’s charter, when identifying director nominees, the committee considers general principles of diversity, and does so in the broadest sense, considering diversity in terms of business leadership, experience, industry background and geography, as well as gender, race and ethnicity. However, the committee and the Board believe that considering gender, racial and ethnic diversity is consistent with creating a Board that best serves our company’s needs and the interests of our stockholders, and they are important factors considered when identifying individuals for Board membership. The committee strives for directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and oversight of our business, and we hope to continue to attract directors with a broader range of backgrounds and experiences. For additional information regarding the diversity of the nine director nominees for election at the Annual Meeting, see “Election of Directors—Overview of Director Nominees.”

The Corporate Governance and Sustainability Committee periodically considers criteria for identifying possible new director candidates as needed, in consultation with the CEO and Chairman of the Board and other Board members and management, and works with management and other Board members in recruiting new candidates. Candidates identified through this process are considered by the full committee for possible recommendation to the Board. From time to time, the committee uses the services of a third-party search firm to assist it in identifying and screening candidates. Mr. Moore was elected to the Board in October 2020. Mr. Plank, our Executive Chairman and Brand Chief and largest stockholder, recommended Mr. Moore to our Corporate Governance and Sustainability Committee for consideration, which unanimously recommended him for nomination.

In addition, the Corporate Governance and Sustainability Committee will consider director candidates suggested by stockholders. Any stockholder who wishes to recommend a director candidate for consideration by the committee may do so by submitting the candidate’s name and qualifications to the committee’s chairman. See “Communications with Directors” above for how to communicate with the chairman of the committee. Our Bylaws include requirements for direct nominations by a stockholder of persons for election to our Board. These requirements are described under “Stockholder Proposals” at the end of this Proxy Statement.

Environmental, Social and Governance Oversight

We are a purpose-led, values-based organization. Our Purpose — We Empower Those Who Strive for More — articulates why Under Armour exists. Our Values, which are listed at the beginning of this Proxy Statement, capture the beliefs and behaviors that shape our culture and define how we operate as a company and global citizen. Our Purpose and Values steer the ambitions we set as an organization, the questions we ask to guide our strategy and planning, the decisions we make for our culture and brand and the actions we take, including with respect to environmental and social issues.

Sustainability

Beginning in November 2020, our Board of Directors has delegated to our Corporate Governance and Sustainability Committee oversight of our significant sustainability strategies, programs, policies and practices. The committee receives regular updates from our Chief Sustainability Officer on these

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matters, and reviews and approves significant sustainability and corporate responsibility policies and reports.

Our corporate strategy is based on responsible business practices, including a commitment to sustainability and championing human rights. Our sustainability strategies and goals are reviewed and approved by our Chief Executive Officer and President, our Executive Leadership Team and our Sustainability Leadership Council, composed of our Chief Sustainability Officer, Chief Operating Officer, Chief Product Officer and General Counsel. Our Sustainability team, led by our Chief Sustainability Officer, is responsible for the implementation and day-to-day management of our sustainability program, which addresses environmental and human rights issues and impacts. We encourage you to learn more about our sustainability initiatives by reviewing our website at https://about.underarmour.com/community/sustainability.

Diversity, Equity and Inclusion

Our commitment to diversity, equity and inclusion starts with our Board of Directors and its ongoing commitment to considering principles of diversity, including gender, race and ethnicity, in identifying new director candidates, as described in “Identifying and Evaluating Director Candidates” above. In 2020, our Board of Directors received regular updates on our diversity, equity and inclusion strategy and initiatives. Beginning in 2021, our Board has delegated to our Human Capital and Compensation Committee oversight of our key human capital management strategies and programs, including with respect to diversity, equity and inclusion. The committee regularly reviews our progress towards achieving our diversity, equity and inclusion goals.

Our Purpose challenges us continually to protect and evolve our culture. Our Values reflect our foundational belief that having an engaged, diverse and committed workforce enhances our culture and drives our business success, ultimately helping us deliver the most innovative products that make athletes better. We have set measurable goals for improving diversity amongst our team, including a commitment to increase the number of historically underrepresented employees throughout our leadership levels by 2023. These goals are publicly outlined at https://about.underarmour.com/community/diversity-equity-inclusion, where we also publish our representation statistics annually. We are also committed to increasing representation of women in our business’s critical areas, particularly in leadership, commercial and technical roles globally. Our annual incentive plan for all employees, including our executives as described below in “Executive Compensation—Compensation Discussion and Analysis—Components of Our 2020 Compensation Program”, incorporates performance measures to further our diversity, equity and inclusion goals.

Availability of Corporate Governance Information

For additional information on our corporate governance, including Board committee charters, our Corporate Governance Guidelines and our code of business conduct and ethics, visit our investor relations website at https://about.underarmour.com/investor-relations/governance, under “Investors- Corporate Governance.”

Stock Ownership Guidelines

Our Board of Directors has adopted stock ownership guidelines to align the financial interests of the company’s executives and non-management directors with the interests of our stockholders. The guidelines currently provide that executive officers should own company stock with a value at least equal to six times the annual base salary for the Chief Executive Officer, three times annual base salary for Executive Vice Presidents and one times annual base salary for all other executive officers, in each case based on the average closing price of our stock for the prior calendar year. The guidelines provide that non-management directors should own company stock with a value at least

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equal to three times the amount of the annual retainer paid to directors. Executive officers are expected to achieve the stock ownership levels under these guidelines within five years of their hire or promotion to executive officer and non-management directors within three years of joining our Board. The company’s stock ownership guidelines can be found on our website at https://about.underarmour.com/investor-relations/governance, under “Investors-Corporate Governance.”

All executive officers and non-management directors are in compliance with the guidelines as of the last measuring date, except for persons new to their roles within the last few years. We anticipate our remaining executive officers and non-management directors will be in compliance with the guidelines within the required time frame.

Communication with Directors

If stockholders or other interested parties wish to communicate with non-management directors, they should write to Under Armour, Inc., Attention: Corporate Secretary, 1020 Hull Street, Baltimore, Maryland 21230. Further information concerning contacting our Board is available through our investor relations website at https://about.underarmour.com/investor-relations/governance, under “Investors- Corporate Governance.”

Indemnification of Directors in Derivative Actions

Under the Maryland General Corporation Law (the “MGCL”), we are required to report to stockholders in this Proxy Statement certain information regarding the indemnification or advancement of expenses to members of our Board. As disclosed in our 2020 10-K, certain of our directors and officers have been named as defendants in certain derivative actions brought against the company (the “derivative actions”). Under our Bylaws and the MGCL, our directors and officers may be entitled to indemnification and advancement of legal expenses in certain circumstances in connection with these derivative actions. As the legal representation of our directors other than Mr. Plank and Mr. Frisk is currently combined with the legal representation of our company, we have not advanced or reimbursed expenses of any of our directors other than Mr. Plank and Mr. Frisk to date. During 2020, we advanced approximately $45,000 and $141,000 of legal expenses for Mr. Plank and Mr. Frisk, respectively.

Compensation of Directors

Retainers

The compensation arrangement for non-management directors during 2020 was as follows:

Annual Retainer for each Director

  $75,000 

Annual Retainer for Committee Chairs

  

Audit Committee

$20,000

Mr. Krongard currently serves as the chairman of the Audit Committee. This committee assists the Board of Directors with oversight of matters relating to accounting, internal control, auditing, financial reporting, riskHuman Capital and legal and regulatory compliance. The committee oversees the audit and other services provided by our independent registered public accounting firm and is directly responsible for the appointment, independence, qualifications, compensation and oversight of the independent registered public accounting firm, which reports directly to the committee. The committee also oversees the internal audit function for Under Armour and the chief audit executive, who report directly to the committee. The Audit Committee Report for 2019 is included in this Proxy Statement under “Audit Committee Report.”

The Board has determined that all the committee members are independent, financially literate and qualify as “audit committee financial experts” under SEC rules and NYSE listing standards.

Compensation Committee

Mr. Sanders currently serves as the chairman of the Compensation Committee. This committee approves the compensation of our Chief Executive Officer, or CEO, and our other executive officers, administers our executive benefit plans, including the granting of stock options, restricted stock units and other awards under our equity incentive plans, and advises the Board on director compensation. Pursuant to its charter, the committee may delegate any of its responsibilities to a subcommittee comprised of one or more members of the committee. However, the committee has not delegated any such responsibilities.

Our CEO and other senior executives evaluate the performance of our executive officers and make recommendations to the Compensation Committee concerning their compensation. The committee considers these evaluations and recommendations, and its evaluation of the CEO in determining the compensation of our CEO and our other executive officers.

Pursuant to its charter, the Compensation Committee has the authority to obtain advice and assistance from advisors, including compensation consultants. In 2019, the committee engaged the services of an independent compensation consultant, Willis Towers Watson, or WTW, to provide executive compensation consulting services to the committee. This independent consultant reports directly to the committee and the committee retains sole authority to retain and terminate the consulting relationship. In carrying out its responsibilities, the independent consultant collaborates with management to obtain data, provide background on compensation programs and practices, and clarify pertinent

$17,500

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information. The committee obtained from the independent consultant competitive market data on compensation for executives to assess generally the competitiveness of our executive compensation. The competitive market data was based on a peer group and WTW’s published industry survey data. The committee generally has not relied on the independent consultant to determine or recommend the amount or form of executive compensation.

Additional information concerning the processes and procedures for the consideration and determination of executive officer compensation is included in the “Compensation Discussion and Analysis” section of this Proxy Statement. The Compensation Committee Report for 2019 is included under the “Compensation Committee Report” section of this Proxy Statement.

In early 2020, the Compensation Committee reviewed, with the assistance of management, the risks of our compensation policies and practices. The risk assessment included a review of our material compensation programs, the structure and nature of these programs, the short-term and long-term performance incentive targets used in these programs and how they relate to our business plans and creating stockholder value, corporate governance policies with respect to our compensation programs, and other aspects of our compensation programs. Based on this review and assessment, we concluded that the risks related to our compensation policies and practices are not reasonably likely to have a material adverse effect on our company.

Corporate Governance and Sustainability Committee

Mr. Olson currently serves as the chairman of the Corporate Governance Committee. This committee identifies individuals qualified to become members of our Board of Directors, recommends candidates for election or reelection to our Board, oversees the evaluation of our Board, and advises our Board regarding committee composition and structure and other corporate governance matters.

$15,000

Finance and Capital Planning Committee

$15,000

Mr. Coltharp currently serves as the chairman of the Finance and Capital Planning Committee. This committee assists our Board in overseeing the financial and capital investment policies, planning and activities of the company, including matters relating to our capital structure and liquidity, hedging and foreign currency transactions, acquisitions and divestitures and capital projects.

Identifying and Evaluating Director Candidates

The Corporate GovernanceAnnual Retainer for Committee recommends to the Board candidates to fill vacancies orMembers

$10,000

Annual Retainer for election or reelection to the Board. The Board then appoints new Board members to fill vacancies or nominates candidates each year for election or reelection by stockholders. The committee does not have a specific written policy or process regarding the nominations of directors, nor does it maintain minimum standards for director nominees other than as set forth in the committee’s charter as describedLead Director

$75,000

In April 2020, we announced that members of our board of directors would voluntarily reduce their retainer fees by 25% in response to the COVID-19 crisis. This decision was made as we announced widespread store closures and temporary layoffs impacting our store and distribution center employees. The reduction in retainer fees continued through September 2020, and the impacts of these reductions are reflected in the “Director Compensation for 2020” table below.

The Corporate Governance Committee’s charter requires the committee to establish criteria for selecting new directors, which reflects at a minimum a candidate’s strength of character, judgment, business experience, specific areas of expertise, factors relating to the composition of the Board, including its size and structure, and principles of diversity, including gender and ethnicity. The committee also considers the statutory requirements applicable to the composition of the Board and its committees, including the independence requirements of the NYSE. The committee considers each candidate’s skills, knowledge and experience relative to what skills and experiences can best contribute to the effective operation of the Board, particularly in light of the evolving needs and long-term strategy of our company. We believe each Board member contributes a wide range of skills, knowledge and experience as illustrated in their individual biographies. For a discussion of the specific experience, qualifications, attributes or skills of the nominees for election to the Board, see the “Election of Directors” section of this Proxy Statement.

The Board has not established term limits for directors because of the concern that term limits may deprive the company and its stockholders of the contribution of directors who have been able to develop valuable insights into the company and its operations over time. The tenure of our directors ranges from two to fifteen years. We have added four new independent directors since mid-2014. We believe the tenure of our Board members provides an appropriate balance of expertise, experience, continuity and perspective that serves the best interests of our stockholders. The average tenure of the non-management members of our Board is 8.1 years. Our corporate governance guidelines do provide that a director is expected not to stand for reelection after the age of 75.

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The Corporate Governance Committee does not have a formal policy with regard to the consideration of diversity, including gender and ethnicity, in identifying director nominees. Consistent with the committee’s charter, when identifying director nominees, the committee considers general principles of diversity, and does so in the broadest sense, considering diversity in terms of business leadership, experience, industry background and geography, as well as gender and ethnicity. However, the committee and the Board believe that considering gender and ethnic diversity is consistent with the goal of creating a Board that best serves the needs of our company and the interests of our stockholders, and they are important factors considered when identifying individuals for Board membership. The committee strives for directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and oversight of our business, and we hope to continue to attract directors with a broader range of backgrounds and experiences.

The Corporate Governance Committee periodically considers criteria for identifying possible new director candidates as needed, in consultation with the CEO and Chairman of the Board and other members of the Board and management, and works with management and other members of the Board in recruiting new candidates. Candidates identified through this process are considered by the full committee for possible recommendation to the Board. From time to time the committee uses the services of a third-party search firm to assist it in identifying and screening candidates.

In addition, the Corporate Governance Committee will consider director candidates suggested by stockholders. Any stockholder who wishes to recommend a director candidate for consideration by the committee may do so by submitting the name and qualifications of the candidate to the chairman of the committee. See “Communications with Directors” above for how to communicate with the chairman of the committee. Our Bylaws include requirements for direct nominations by a stockholder of persons for election to our Board. These requirements are described under “Stockholder Proposals” at the end of this Proxy Statement.

Indemnification of Directors in Derivative Actions

Under the Maryland General Corporation Law (the “MGCL”), we are required to report to stockholders in this Proxy Statement certain information regarding the indemnification or advancement of expenses to members of our Board. As disclosed in our 2019 10-K, certain of our directors and officers have been named as defendants in certain derivative actions brought against the company (the “derivative actions”). Under our Bylaws and the MGCL, our directors and officers may be entitled to indemnification and advancement of legal expenses in certain circumstances in connection with these derivative actions. As the legal representation of our directors other than Mr. Plank and Mr. Frisk is currently combined with the legal representation of our company, we have not advanced or reimbursed expenses of any of our individual directors other than Mr. Plank to date. During 2019, we advanced approximately $84,000 of legal expenses for Mr. Plank.  Mr. Frisk joined our Board on January 1, 2020, and we may advance legal expenses for him during 2020.

Compensation of Directors

Retainers

The compensation arrangement for non-management directors during 2019 was as follows:

Annual Retainer for each Director

$

75,000

 

Annual Retainer for Committee Chairs

 

 

 

Audit Committee

$

20,000

 

Compensation Committee

$

17,500

 

Corporate Governance Committee

$

15,000

 

Finance Committee

$

15,000

 

Annual Retainer for Committee Members

$

10,000

 

Annual Retainer for Lead Director

$

75,000

 

The cash retainers are payable in quarterly installments and directors have the option to defer the cash retainers into deferred stock units pursuant to the Non-Employee Directors Deferred Stock Unit

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Plan. Beginning with the second quarter of 2016, we began issuing deferred stock units for shares of our Class C Stock rather than our Class A Stock. Deferred stock units will be settled in shares of our Class A Stock or Class C Stock (as applicable) on a one-for-one basis six months after the director leaves the Board, or sooner upon death or disability. During 2020, we did not pay separate fees for attendance at any Board or standing committee meetings.

Equity Awards

Non-management directors also receive the following equity awards:

Upon initial election to the Board, an award of restricted stock units for shares of Class C Stock valued (on the grant date) at $100,000 with the units vesting in three equal annual installments; and

An annual award of restricted stock units for shares of Class C Stock valued (on the grant date) at $150,000 following each Annual Meeting of Stockholders, with the units vesting in full at the following year’s Annual Meeting of Stockholders.

The restricted stock units vest in full upon the director’s death or disability or upon a change in control of Under Armour. The restricted stock units are forfeited if the director leaves the Board for any other reason prior to the scheduled vesting term. Upon vesting of the restricted stock units, the restricted stock units are converted into deferred stock units with the shares delivered six months after the director leaves the Board, or sooner upon death or disability.

The table below sets forth information concerning the compensation of our non-management directors for 2020.

Director Compensation for 2020

Name

  Fees Earned or Paid in Cash
($)(1)		   Stock Awards
($)(2)(3)		   Total ($) 

George W. Bodenheimer

   83,126    150,000    233,126 

Douglas E. Coltharp

   92,604    150,000    242,604 

Jerri L. DeVard

   79,480    150,000    229,480 

Mohamed A. El-Erian

   121,407    150,000    271,407 

Karen W. Katz

   83,126    150,000    233,126 

A.B. Krongard(4)

   61,979    0    61,979 

Westley Moore

   21,250    200,000    221,250 

Eric T. Olson

   78,750    150,000    228,750 

Harvey L. Sanders

   80,938    150,000    230,938 

(1)

As discussed above, non-management directors voluntarily reduced their fees earned or paid in cash from April through September 2020. Non-management directors may elect to defer cash retainers into deferred stock units pursuant to the Non-Employee Directors Deferred Stock Unit Plan. Beginning withPlan as described above. The table below sets forth the second quarteramount of 2016, we began issuingcash deferred and the number of deferred stock units for shares of our Class C Stock rather than our Class A Stock. Deferred stock units will be settledreceived for those directors who made this election.

Name

  2020 Cash Deferred ($)   Deferred Stock Units (#) 

George W. Bodenheimer

   83,126    8,545 

Douglas E. Coltharp

   92,604    9,426 

Jerri L. DeVard

   79,480    8,077 

Mohamed A. El-Erian

   83,126    8,545 

Karen K. Katz

   83,126    8,545 

A.B. Krongard(4)

   42,500    5,705 

Westley Moore

   0    0 

Eric T. Olson

   78,750    8,095 

Harvey L. Sanders

   80,938    8,320 

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(2)

The amount in sharesthis column reflects the aggregate grant date fair value in accordance with applicable accounting guidance of our Class A Stock orthe Class C Stock (as applicable) on a one-for-one basis six months after theawards granted in 2020. Each non-management director, leaves the Board, or sooner upon death or disability. During 2019, we did not pay separate feesexcept for attendance at any Board or standing committee meetings.

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Equity AwardsDr. El-Erian

Non-management directors also receive the following equity awards:

Upon initial election to the Board, an award of and Mr. Moore, held restricted stock units for 17,626 shares of Class C Stock valued (on the grant date) at $100,000 with the units vesting in three equal annual installments; and

An annual awardas of December 31, 2020. As of December 31, 2020, Dr. El-Erian held restricted stock units for 19,350 shares of Class C Stock, valued (on the grant date) at $150,000 following each Annual Meeting of Stockholders, with the units vesting in full at the next year’s Annual Meeting of Stockholders.

Thewhich includes restricted stock units vestawarded when he was appointed to the Board in full upon the director’s death or disability or upon a change in control of Under Armour. TheOctober 2018. Mr. Moore held restricted stock units are forfeited if the director leaves the Board for any other reason prior to the scheduled vesting term. Upon vesting19,324 shares of theClass C Stock, which includes restricted stock units the restricted stock units are converted into deferred stock units with the shares delivered six months after the director leavesawarded when he was appointed to the Board or sooner upon death or disability.

The table below sets forth information concerning the compensation of our non-management directors for 2019.

Director Compensation for 2019

Name

 

Fees Earned or Paid in Cash

($)(1)

 

 

Stock Awards

($)(2)(3)

 

 

Total

($)

 

George W. Bodenheimer

 

 

85,000

 

 

 

150,000

 

 

 

235,000

 

Douglas E. Coltharp

 

 

100,000

 

 

 

150,000

 

 

 

250,000

 

Jerri L. DeVard

 

 

85,000

 

 

 

150,000

 

 

 

235,000

 

Mohamed A. El-Erian

 

 

95,000

 

 

 

150,000

 

 

 

245,000

 

Karen W. Katz

 

 

95,000

 

 

 

150,000

 

 

 

245,000

 

A.B. Krongard

 

 

170,000

 

 

 

150,000

 

 

 

320,000

 

William R. McDermott (4)

 

 

85,151

 

 

 

150,000

 

 

 

235,151

 

Eric T. Olson

 

 

88,201

 

 

 

150,000

 

 

 

238,201

 

Harvey L. Sanders

 

 

92,500

 

 

 

150,000

 

 

 

242,500

 

(1)

Non-management directors may elect to defer cash retainers into deferred stock units pursuant to the Non-Employee Directors Deferred Stock Unit Plan as described above. The table below sets forth the amount of cash deferred and the number of deferred stock units of Class C Stock received for those directors who made this election.  in October 2020.

Name

 

2019 Cash Deferred ($)

 

 

Deferred Stock Units (#)

 

George W. Bodenheimer

 

 

75,000

 

 

 

3,860

 

Douglas E. Coltharp

 

 

90,000

 

 

 

4,633

 

Jerri L. DeVard

 

 

75,000

 

 

 

3,860

 

Mohamed A. El-Erian

 

 

75,000

 

 

 

3,860

 

Karen K. Katz

 

 

75,000

 

 

 

3,860

 

A.B. Krongard

 

 

170,000

 

 

 

8,750

 

William R. McDermott (4)

 

 

78,750

 

 

 

4,134

 

Eric T. Olson

 

 

75,000

 

 

 

3,860

 

Harvey L. Sanders

 

 

92,500

 

 

 

4,761

 

(2)

The amount in this column reflects the aggregate grant date fair value in accordance with applicable accounting guidance of the Class C Stock awards granted in 2019. Each non-management director, with the exception of Dr. El-Erian and Ms. DeVard, held restricted stock units for 7,649 shares of Class C Stock as of December 31, 2019. As of December 31, 2019, Dr. El-Erian held restricted stock units for 11,096 shares of Class C Stock, which includes restricted stock units awarded when he was appointed to the Board in October 2018. Ms. DeVard held restricted stock units for 9,519 shares of Class C Stock, which includes restricted stock units awarded when she was elected to the Board in May 2017.  

(3)

We have disclosed the assumptions made in the valuation of the stock awards in “Stock-Based Compensation” under Note 13 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019.

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(4)

As previously disclosed, Mr. McDermott resigned from our Board effective January 1, 2020, at which point the stock awards granted to him in 2019 were forfeited.  The shares underlying Mr. McDermott’s deferred stock units will be delivered to him six months after his departure from our Board, in accordance with their terms.


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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following is a discussion and analysis of our compensation policies and decisions regarding the 2019 compensation for our executive officers named in the compensation tables in this Proxy Statement.

Executive Summary

In 2019, Under Armour continued its focus on leveraging and optimizing the significant operational and strategic transformation efforts undertaken by the company in 2017 and 2018, while returning to modest growth in sales.  These efforts resulted in improved profitability in 2019, with operating income reaching $237 million as compared to an operating loss of $25 million in 2018 (or 2018 restructuring adjusted operating income of $179 million).  See “Appendix B: Reconciliation of Non-GAAP Financial Measures.”  However, our net revenue for 2019 did not grow in line with our expectations at the startvaluation of the year, growing at 1%stock awards in “Stock-Based Compensation” under Note 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year (below our expectations of 3-4% growth). While we did not achieve our net revenue growth targets, we believe the efforts over the past three years have strengthened our ability to deliver more consistently for our customers and consumers, while ensuring sustainable, long-term return for stockholders and profitability.ended December 31, 2020.

(4)

Our executive compensation programs in 2019 were designed to require our executives to deliver results consistent with our annual operating plan and in-line with our external financial guidance, with a continued focus on improving efficiency and driving profitability, and advancing our long-term efforts to continue to grow our brand. Our 2019 annual cash incentive awards emphasized adjusted operating income growth, and our long-term equity incentive awards were designed to require both net revenue and adjusted operating income growth consistent with our long-term financial plan.  Our ability to drive adjusted operating income results in-line with our expectations throughout the year resulted in the successful achievement of the targets set forth in our 2019 annual cash incentive awards, with annual cash incentive awards being earned close to the target level.  While the performance period for our 2019 performance based equity awards is ongoing, based primarilyMr. Krongard served on our net revenue results for 2019 andBoard of Directors through our initial operating plan for 2020, at the end of 2019 these awards were expected to be earned below the target level based on the current performance targets.  

The determination of 2019 annual cash incentive award amounts and the payment thereof was made prior to the global impact of COVID-19 becoming apparent.  While the impact of COVID-19 on our business is still evolving, the Compensation Committee will consider the business and financial impact to our company, shareholders and employees, in evaluating 2020 compensation decisions.

Management Changes

In October 2019, we announced that effective January 1, 2020, Kevin Plank would assume the role of Executive Chairman and Brand Chief and Patrik Frisk would assume the role of Chief Executive Officer and President.  This Compensation Discussion and Analysis section provides an overview of our executive compensation throughout 2019, at which time Mr. Plank served as Chairman of the Board and Chief Executive Officer, and Mr. Frisk served as President and Chief Operating Officer.  In addition, in February 2020, we announced that Mr. Browne (one of our named executive officers) had assumed the role of Chief Operating Officer of the company (formerly Chief Supply Chain Officer).  Other than with respect to the disclosures below under “—2020 Compensation Changes,” the section addresses our executive compensation practices through the end of 2019, without giving effect to any of these changes.  

Executive Compensation Equity Program Changes for Fiscal 2019

Our executive compensation equity program provides for an executive’s target long-term incentive award to be delivered half in the form of time based equity awards and half in the form of performance based equity awards. Prior to 2018, we maintained a long-standing practice of designing performance based equity awards with a two-year performance period with threshold, target and stretch levels of performance.  In 2018, following a significant strategic realignment and the efforts undertaken to transform the company’s operations, we utilized a one-year performance period with a single performance target.

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In 2019, management recommended and our Compensation Committee approved returning to a two-year performance period with multiple levels of performance, and including both net revenue and adjusted operating income as the performance metrics.  This design returned our performance based equity awards to the design utilized by the company in prior years.  Key changes implemented in 2019 as compared to 2018 include the following:

What We Changed for Performance Equity:

Why We Changed It:

Re-established a two-year performance period (as compared to one-year in 2018)

Returns to the company’s past practice of establishing a two-year performance period, emphasizing the long-term nature of the awards, while promoting retention, maintaining alignment with stockholders and continuing to require strong financial performance

Re-established threshold, target and stretch levels of achievement (as compared to only target level in 2018)

Provides differentiation to levels of long-term achievement, including potential upside, providing increased incentives to drive profitable growth

Re-established dual metrics of net revenue and adjusted operating income (as compared to only adjusted operating income in 2018)

Re-emphasizes the importance of overall growth in our business, with a continued emphasis on profitability

Re-established vesting occurring in three annual tranches if performance target is met (rather than four-annual tranches used in 2018)

Maintains executive alignment with stockholder interests over a four year period, consistent with past practices considering the reinstated two-year performance period

2019 Performance and Compensation Highlights

For 2019, substantially all of the annual compensation potential for our Chief Executive Officer, or CEO, Kevin Plank and a substantial portion of the annual compensation potential for our other executive officers was tied to the performance of our company, primarily through:

our annual cash incentive plan with awards earned based primarily on our financial performance in 2019;

our annual performance based equity awards for 2019 with vesting tied to our financial performance in 2019 and 2020; and

with respect to Mr. Plank, both his annual performance based equity award and his time based equity award for 2019 being in the form of stock options, where he will only realize value if our stock price increases relative to the price on the grant date.

Our adjusted operating income reached $239 million ($237 million on a GAAP basis), slightly below the target level set forth under our 2019 annual cash incentive plan. The performance targets for the performance based equity awards granted in 2019 were based on net revenue and adjusted operating income targets consistent with our long-term financial plan.  As discussed in more detail below, given our results in 2019 and our initial annual operating plan for 2020, at the end of 2019 we expected these awards to vest below the target level of performance.  See “—Components of Our 2019 Compensation Program—Equity Awards—Annual Performance Based and Time Based Equity Awards for 2019.”

Adjusted operating income amounts presented in this Proxy Statement generally refer to our GAAP operating income, adjusted for certain specified items considered when determining executive compensation. For purposes of determining executive compensation our annual cash incentive plan and 2019 performance based equity awards specified certain adjustments that should be considered when evaluating performance against the targets, which would have the effect of further increasing adjusted operating income. These adjustments included items such as the impact of certain goodwill impairment charges, the impact of restructuring and other related charges, litigation related expense, foreign exchange losses and charges related to the write-down of our accounts receivable asset due to customer bankruptcies. For a reconciliation of adjusted operating income as set forth in this Proxy Statement to the nearest GAAP measure, see “Appendix B: Reconciliation of Non-GAAP Financial Measures.”

Advisory Vote to Approve Executive Compensation

At our 2019 Annual Meeting of Stockholders we held an advisory vote to approve executive compensation, commonly referred to as “say on pay.” The Compensation Committee values the opinions expressed by stockholders in these votes. While these votes are advisory and non-binding, the Compensation Committee and the Board review the

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voting results and seek to determine the cause or causes of any significant negative voting result. Voting results provide little detail by themselves, and we may consult directly with stockholders to better understand issues and concerns not previously presented.

Our stockholders approved our “say on pay” proposal at our 2019 Annual Meeting of Stockholders, with approximately 84% of the votes cast voting to approve our executive compensation, as compared to more than 95% in the prior year. As discussed above, certain elements of our executive compensation program in 2018 (particularly the design of our performance based equity awards) were designed to address ongoing disruption in our industry and the significant strategic realignment being undertaken by the company.  As discussed above, the performance based equity awards approved by the Compensation Committee in 2019 returned the executive compensation program to be consistent with its practices prior to 2018.  In connection with this, the Compensation Committee reviewed and considered the voting results, which were lower than results from the prior year. The Compensation Committee will continue to consider results from the annual “say on pay” advisory vote, including the results from the upcoming 2020 Annual Meeting of Stockholders on May 27, 2020. As previously disclosed, Mr. Krongard did not stand for re-election at that meeting. Shares underlying Mr. Krongard’s deferred stock units were delivered to him six months after his departure from our Board, in accordance with their terms. From January 1, 2020 through May 27, 2020, Mr. Krongard served as wellthe Lead Director and Chair of the Audit Committee. Following Mr. Krongard’s departure from our Board, Mr. El-Erian was elected as other stockholder input, when reviewing executive compensation programs, principlesthe Lead Director and policies.Mr. Coltharp was appointed as Chair of the Audit Committee.

Update to Retainer Fees for 2021

The current arrangements for our Board compensation have been in place since 2019. The Human Capital and Compensation Committee reviewed director compensation in late 2020. For further discussion of this review, see “—Board Meetings and Committees—Human Capital and Compensation Committee” above. After this review, the committee and the Board believed that certain elements of our director compensation were not in line with competitive practices and that changes were appropriate to bring our director compensation more in line with director compensation in our industry. They did not recommend any changes to the annual cash retainer or annual equity award for Board members. However, the committee recommended and the Board approved an increase of $5,000 in the annual retainer for Committee Chairs to the amounts set for the below (effective January 1, 2021):

Audit Committee

  $25,000 

Human Capital and Compensation Committee

  $22,500 

Corporate Governance and Sustainability Committee

  $20,000 

Finance and Capital Planning Committee

  $20,000 

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following is a discussion and analysis of our compensation policies and decisions regarding the 2020 compensation for our executive officers named in the compensation tables in this Proxy Statement.

Executive Summary

Fiscal year 2020 challenged our business, our customers and global retail in an unprecedented manner. Throughout the year, we remained focused on protecting the health and safety of our employees, athletes and consumers, working with our customers and suppliers to minimize potential disruptions and supporting our community to address challenges posed by the global COVID-19 pandemic. Amid this consistently uncertain environment, we simultaneously executed a significant restructuring plan. Our actions in response to these factors included:

Implementing enhanced health and safety measures for our consumers and our team;

Actively managing our liquidity and costs in response to uncertain conditions, including through significant cost savings measures, amending our credit facility to ensure proper access to liquidity, and accessing the capital markets to secure long-term capital;

Refining our operating model to rebalance our cost base to strengthen our ability to deliver long-term profitable growth for our stockholders over the long term;

•

Elevating and refocusing our digital strategy, including the relaunch of our North American eCommerce platform and the divestiture of the MyFitnessPal platform;

Continuing to deliver innovative performance products (apparel, footwear and accessories) along with premium consumer experiences; and

Accelerating our diversity, equity and inclusion efforts.

In 2020, our business performance was significantly impacted by COVID-19, with net revenues down 15% compared to the prior year. One of the most considerable impacts affecting our full-year results was the closure of the vast majority of our company-owned retail locations, partner doors and wholesale partner businesses during mid-March through early June. By the end of the third quarter, the vast majority of our company-owned and partner doors had reopened, along with most of our wholesale partner businesses. However, many still operated at a reduced capacity due to local restrictions. During the fourth quarter and into the first quarter of 2021, however, door closures (owned, partner and wholesale) again increased – particularly in Europe – as the virus’s resilience continued to dictate appropriate caution depending on local requirements and restrictions.

2020 Compensation Highlights

For 2020, our named executive officers demonstrated exceptional leadership in managing our business through the COVID-19 pandemic while continuing our efforts to transform our operating model. The continued evolution of the impact of COVID-19 on our business, however, impacted the design of our 2020 executive compensation program and the payments received by our executives in several ways:

Base Salary Reductions: Effective April 1, 2020, our executive officers agreed to reduce their base salaries by 25% temporarily. These reductions continued for six months through September 30, 2020.

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Annual Cash Incentive Plan Reductions: Upon management’s recommendation, our Human Capital and Compensation Committee established an annual cash incentive award program for our executive officers with target award levels reduced by 50% from the historical award amounts and no stretch opportunity available.

Focused Target Setting: The performance targets established under our annual cash incentive plan were measured based on financial and operational targets focused explicitly on three critical areas: capital preservation in light of the ongoing impact of COVID-19, the achievement of specified strategic business objectives and advancement of our diversity, equity and inclusion efforts. Historically, this plan considered adjusted operating income performance. We achieved the target level of performance under the 2020 performance targets but significantly reduced award levels as noted above.

Total Equity Award Reductions: Given the impact of COVID-19 on our ability to reliably forecast our sales and profitability, management recommended, and the Human Capital and Compensation Committee approved, a change in the mix of annual equity awards from 50% time based and 50% performance based to 100% time based. The value of the awards that would have been granted with performance conditions was reduced by 50% in light of the removal of performance conditions and significant decreases in our stock price experienced in early 2020. Therefore, total grant date values for the annual equity awards for our CEO and other named executive officers were reduced by 25%, with no stretch opportunity available. Mr. Plank (who typically receives stock options instead of restricted stock units) requested that he not receive any time based awards in lieu of performance based awards. Therefore, his annual equity award was reduced by 50% from the historical grant date value.

Forfeiture of Prior Awards:All of the performance based equity awards granted in February 2019 (based on combined 2019-2020 financial targets) were forfeited in full in light of the reduced sales due to COVID-19, with no adjustments to prior targets or substitute awards granted.

These changes to program design resulted in significant declines in our executive officers’ total target compensation in 2020. After implementing these changes, Mr. Frisk’s total target compensation in 2020 was reduced by approximately 28%, and Mr. Plank’s by nearly 50%. Our other named executive officers experienced reductions of approximately 23-25%.

Advisory Vote to Approve Executive Compensation

At our 2020 Annual Meeting of Stockholders, we held an advisory vote to approve executive compensation, commonly referred to as “say on pay.” The Human Capital and Compensation Committee values the opinions expressed by stockholders in these votes. While these votes are advisory and non-binding, the Human Capital and Compensation Committee and the Board review the voting results and seek to determine the cause or causes of any significant negative voting result. Voting results provide little detail by themselves, and we may consult directly with stockholders to better understand issues and concerns not previously presented.

Our stockholders approved our “say on pay” proposal at our 2020 Annual Meeting of Stockholders, with approximately 98% of the votes cast voting to approve our executive compensation. The Human Capital and Compensation Committee reviewed the voting results, which indicated a strong level of support.

As discussed above, the impact of COVID-19 on our business and performance significantly influenced the design of our compensation program during 2020. The Human Capital and Compensation Committee considered voting results and feedback received from stockholders in past years when evaluating the design of the 2020 program. The committee will continue to consider results from the annual “say on pay” advisory vote, including the results from the upcoming 2021 Annual

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Meeting of Stockholders and other stockholder input, when reviewing executive compensation programs, principles and policies.

Executive Compensation Features

We believe our executive compensation programs incorporate best practices that seek to drive business performance and align our executives with stockholder interests:

 

  What We Do

  What We Do

 

  What We Don’t Do

✓Pay for Performance by tying the majority of executive compensation to pre-established, quantifiable performance goals

✓Double trigger provisions for all equity awards

✓Balance of short and long-term performance metrics

✓“Clawback” provisions in our annual cash incentive plan and long-term incentive plan

✓Stock ownership guidelines for executive officers

✓Hold annual stockholder “say on pay” vote

×No employment contracts (unless required by local law)

×No pension or supplemental retirement plan

×No guaranteed salary increases for executive officers

×No 2019 contributions to deferred compensation plan for any executive officer

×No inclusion of long-term incentive awards in severance benefit calculations

×No hedging of Under Armour shares permitted (with no director or officer having any shares pledged as security in 2019)

×No recycling back into our equity plan of shares used for taxes or option exercises

×No excessive benefits or perquisites

 

Objectives✓  Pay for performance by tying the majority of executive compensation to pre-established, quantifiable performance goals or our stock price

✓  Double trigger provisions for all equity awards

✓  Balance of short and Elementslong-term performance metrics

✓  “Clawback” provisions in our annual cash incentive plan and long-term incentive plan

✓  Independent executive compensation consultant

✓  Stock ownership guidelines for executive officers

✓  Conduct annual stockholder “say on pay” advisory vote

×   Employment contracts (unless required by local law)

×Pension or supplemental retirement plan

×Guaranteed salary increases for executive officers

×Contributions to the deferred compensation plan for any executive officer in 2020

×Inclusion of long-term incentive awards in severance benefit calculations

×Permit hedging of Under Armour shares (with no director or officer having any shares pledged as security in 2020)

×Allow recycling back into our equity plan of shares used for taxes or option exercises

×Provide excessive benefits and perquisites

Objectives and Elements of our Compensation Program

The overall objectives of our compensation program for our executive officers are to:

Attract and retain highly qualified executives committed to our brand and our purpose;

Reward performance and motivate our executives to build and grow our business profitably;

Align the interests of our executives with the interests of our stockholders; and

Provide competitive pay based on peer group and market data.

During 2020, the critical elements of our executive compensation program that are designed to help achieve these objectives are as follows:

Compensation ProgramElement

The overall objectives of our compensation program for our executive officers are to:Purpose

Provide competitive payKey Characteristics

  FIXEDBase SalaryCompensate fairly and competitively to help us attract and retain highly qualified executives committed to our brandDetermined primarily by the level of responsibility while also considering competitive market data
  AT RISKAnnual Cash Incentive PlanReward executives for the achievement of near-term financial and our mission,strategic objectives and individual performance

Target bonus amount set as a percentage of base salary

Reward

Actual payout based on performance against pre-established financial and motivate our executives to buildoperational targets and grow our business profitably,an individual performance factor

Align

Equity AwardsDirectly link the interests of our executives with the interests of our stockholders, promote retention and

reward strong performance to create long-term stockholder value

Be competitive with our peer companies.

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Table of ContentsTime based awards vest over four years

 

During 2019, the key elementsReduced total annual grant date award values reflective of our executive compensation program that are designed to help achieve these objectives are as follows:2020 shift towards time based only awards

 

For our Executive Chairman and Brand Chief, all awards in the form of stock options, resulting in realized value only if our stock price increases

Compensation Element

Purpose

Key Characteristics

  FIXED

Base Salary

Compensate fairly and competitively to help us attract and retain highly qualified executives

Determined primarily by level of responsibility, while also considering competitive market data

  AT RISK

Annual Cash Incentive Plan

Reward executives for annual company, business unit and individual performance

Annual company financial performance criteria based primarily on our adjusted operating income results

Equity Awards

Directly link the interests of executives with stockholders and the creation of long-term stockholder value, promote retention and reward strong financial performance

Reflects a combination of time based and performance based restricted stock units

Time based awards vest over four years

Performance based awards vest only upon achievement of combined two-year net revenue and adjusted operating income targets – if achieved, these awards vest in three equal annual installments

For our CEO, all awards in the form of stock options, resulting in realized value only if our stock price increases

We offer minimal benefits and perquisites to our executives and do not offer pension or other retirement plans, other than a 401(k) plan that is offered to our employees generally. We have a deferred compensation plan pursuant to which executives may defer certain compensation; however, we did not make any company contributions to this plan in 2019 for any executive officers.

Compensation Decision-Making Process

Compensation Committee review process

In early 2019, the Compensation Committee engaged the services of Willis Towers Watson, or WTW, to provide executive compensation consulting services to the committee.

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We offer limited benefits and perquisites to our executives and do not offer pension or other retirement plans, other than a 401(k) plan that is offered to our employees generally and a deferred compensation plan pursuant to which executives may defer certain compensation; however, we did not make any company contributions to this plan in 2020 for any executive officers. See “—Benefits and Perquisites” below.

Compensation Decision-Making Process

Human Capital and Compensation Committee review process

In early 2020, the Human Capital and Compensation Committee engaged the services of Willis Towers Watson (“WTW”) to provide executive compensation consulting services. The committee obtained from WTW competitive market data on compensation for executives to generally assess generally the competitiveness of our executive compensation. The competitive market data was based on a peer group and published industry survey data from WTW’s General Industry Executive Compensation and Retail/Wholesale Executive Compensation, among other surveys. The peer group was developed by management based on publicly traded companies within the apparel and footwear industries. Some of the companies within the peer group we may compete with us for talent or compare our performance against from time to time. The following companies were included in the peer group:

 

2019
2020 Peer Group
Columbia Sportswear CompanyNIKE, Inc.Tapestry, Inc.

Hanesbrand Inc.

PVH Corp.V.F. Corporation

L. Brands Inc.

Ralph Lauren CorporationWolverine World Wide, Inc.

lululemon athletica inc.

Skechers U.S.A., Inc.

Columbia Sportswear Company

lululemon athletica inc.

Skechers U.S.A., Inc.  

Capri Holdings Limited (formerly Michael Kors)

Nike, Inc.

Tapestry, Inc.

Hanesbrand Inc.

PVH Corp.

V.F. Corporation

 L. Brands Inc.

Ralph Lauren Corporation

Wolverine World Wide, Inc.

The Human Capital and Compensation Committee did not target compensation at or near any particular percentile ranking within the peer group or industry survey data or otherwise use this competitive market data to determine the amount or form of executive compensation. Rather the committee used this data as a general assessment of the competitiveness of our executive compensation programs. The committee determined that our executive compensation was reasonable when compared to the peer group and industry data. As discussed throughout this Compensation Discussion and Analysis section, the committee considers many factors in determining executive compensation levels, including the executive’s prior experience, the position and level of responsibility with our company, market competitiveness, and company, business unit and individual performance.

Historically, during the first quarter of each year, our Human Capital and Compensation Committee considers annual base salary adjustments, certifies performance under our prior year’s annual cash incentive plan, determines target equity award values under our annual equity award program and establishes financial targets for our annual cash incentive plan and performance based equity awards. In February 2020, the committee took action to approve, among other matters, 2020 annual base salary adjustments and the 2020 annual time based equity awards under our annual equity award program. In conjunction with reviewing these items, the committee used this data as a general assessment of the competitiveness of our executive compensation program. The committee determined that our executive compensation was reasonable when compared to the peer group and industry data. As discussed throughout this Compensation Discussion and Analysis section, the committee considers many factors in the determination of executive compensation levels, including the executive’s prior experience, the position and level of responsibility with the company, market competitiveness, and company, business unit and individual performance.

In early 2020, in conjunction with the review of performance against the 2019 annual cash incentive plan targets and 2020 salaries and annual equity awards for executive officers, the Compensation Committee reviewed tally sheets relating to executive officer compensation that were prepared by management. The tally sheets included summary compensation information for 2017 through 2019, including base salary, annual cash incentive awards and equity awards, and the value of unvested equity awards vesting in 2020 and future years.

However, with respect to the portions of our 2020 executive compensation program that include performance conditions, several factors resulted in the delay in determining financial targets. Financial targets are typically established between mid-February and mid-March following the announcement of our financial expectations for the year. In mid-February 2020, we announced our financial expectations for fiscal year 2020 based on our annual operating plan. We simultaneously announced that we were

 

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information for 2017 through 2019, including base salary, annual cash incentive awards and equity awards, and the value of unvested equity awards vesting in 2020 and future years.

The Compensation Committee reviewed similar tally sheet data in early 2019 in conjunction with the approval of 2019 salaries and annual equity awards for executive officers.

Management’s role in determining compensation

As discussed throughout this Compensation Discussion and Analysis section, management makes recommendations to the Compensation Committee on salaries, annual incentive awards and other types of compensation for executive officers, other than our CEO, Kevin Plank. Mr. Plank, with input from other senior executives, has generally recommended the salaries, annual incentive awards and equity awards for our executive officers. The recommendations are based on an assessment of each executive’s performance, including the performance of the business unit(s) for which the executive officer has responsibility and contributions made to the overall success of our business. Certain executives, including our Chief People and Culture

in the process of evaluating a potential 2020 restructuring plan and expected to complete that assessment during the first quarter of 2020. In light of the expected significant impact a restructuring plan would have on financial targets, the committee determined to delay establishing performance conditions until this assessment was complete. However, within weeks of this decision, the developing impacts of COVID-19 rapidly accelerated. We took action to close substantially all of our brand and factory house stores in response to COVID-19 conditions, and by mid-March, all of our stores in North America, our largest business segment, were closed. Many of our wholesale customers had also closed their stores or were operating at limited capacity, resulting in delayed or canceled orders for our products. In light of these evolving conditions, the committee determined to further delay the establishment of financial targets under the annual cash incentive plan and the grant of performance based equity awards until additional information regarding the expected impact of COVID-19 might be available. On April 3, 2020, we withdrew our previously announced financial guidance for 2020.

As pandemic conditions continued to evolve, the Human Capital and Compensation Committee consulted with its independent consultant (WTW) regarding potential compensation program design adjustments. The committee considered several factors, including the unpredictability of the pandemic on our results, emerging market practices regarding the impact of COVID-19 on executive compensation design, the effect of significant declines in our stock price due to volatile global market conditions, the importance of alignment of interests between executives and our stockholders and the importance of motivating executives in leading through unprecedented times. Based on these factors and upon management’s recommendation, in May 2020 the committee determined to adjust the design of our 2020 annual equity award program as described in more detail below under “—Components of Our 2020 Compensation Program—Equity Awards.” The committee continued to consider the design of the 2020 annual cash incentive plan, and in July 2020 determined to adjust the design of our 2020 annual cash incentive awards as described in more detail below under “—Components of Our 2020 Compensation Program—Annual Cash Incentive Award.”

Management’s role in determining compensation

As discussed throughout this Compensation Discussion and Analysis section, management makes recommendations to the Human Capital and Compensation Committee on salaries, annual incentive awards and other types of compensation for executive officers, other than our Executive Chairman and Brand Chief and our CEO, Messrs. Plank and Frisk. Mr. Frisk, with input from other senior executives, has generally recommended the salaries, annual incentive awards and equity awards for our executive officers. The recommendations are based on an assessment of each executive’s performance, including the performance of the business unit(s) for which the executive officer has responsibility and contributions made to the overall success of our business. Mr. Plank, our Executive Chairman and Brand Chief, provides recommendations with respect to Mr. Frisk’s compensation to the committee based on Mr. Frisk’s performance and the overall success of our business.

Certain executives, including our CEO, Chief People and Administrative Officer, our Vice President of Total Rewards, our Chief Financial Officer and our General Counsel and Corporate Secretary, have also been involved in recommendations on the design and framework for our annual incentive plan and our equity awards. These executives also attend meetings of the Human Capital and Compensation Committee from time to time. The committee generally approves salaries and annual incentive awards for executive officers in executive sessions of the committee without management present.

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Components of Our 2020 Compensation Program

SALARY

The Human Capital and Compensation Committee approves salaries for our executive officers at levels it deems appropriate based primarily on the executive’s level of responsibility and competitive market data.

In April 2020, we announced that members of our senior management team would voluntarily reduce their base salaries by 25% in response to the COVID-19 crisis. This decision was made as we announced widespread store closures and temporary layoffs impacting our store and distribution center employees. The salary reductions represented one of several actions undertaken by the management team to better enable our company to manage cost during the unpredictable COVID-19 environment. These base salary reductions continued through September 2020, and the impacts of these reductions are reflected in our “Summary Compensation Table” below. Prior to giving effect to these salary reductions, the following table summarizes the base salaries for our named executive officers approved by the Human Capital and Compensation Committee for 2020:

Named ExecutiveTitle2020 Base Salary

Patrik Frisk

President and Chief OperatingExecutive Officer our

$1,250,000

Kevin Plank(1)

Executive Chairman and Brand Chief

$     26,000

David Bergman

Chief Financial Officer and

$   685,000

Colin Browne

Chief Operations Officer

$   700,000

Stephanie Pugliese

President, Americas

$   700,000

(1)

While serving as our General Counsel and Corporate Secretary, have also been involvedCEO in recommendations on the design and framework for our annual incentive plan and our equity awards, including the equity awards with vesting tied to our company’s performance. These executives also attend meetings of the Compensation Committee from time to time. The committee generally approves salaries and annual incentive awards for executive officers in executive sessions of the committee without the executive officers present.

Components of Our 2019 Compensation Program

Salary

The Compensation Committee approves salaries for our executive officers at levels it deems appropriate based primarily on the executive’s level of responsibility and competitive market data.

The following table summarizes the base salaries for our named executive officers approved by the Compensation Committee for 2019:

Named Executive

Title

2019 Base Salary

Kevin Plank

Chairman of the Board and Chief Executive Officer

$     26,000

David Bergman

Chief Financial Officer

$   650,000

Colin Browne

Chief Supply Chain Officer

$   580,294

Patrik Frisk

President and Chief Operating Officer

$1,000,000

Tchernavia Rocker

Chief People and Culture Officer

$   585,000

In 2008, our CEO Mr. Plank voluntarily reduced his salary from $500,000 to $26,000, which was his approximate salary when he founded our company. As our largest stockholder, he believes he should be compensated for his services based primarily on our company’s performance through our annual incentive plan and annual equity awards as discussed below. With respect toGiven Mr. Bergman, in February 2019 the Compensation Committee approved increasingPlank’s significantly reduced salary, his base salary was not temporarily reduced in connection with COVID-19.

For our named executive officers, the Human Capital Management and Compensation Committee took the following actions for 2020:

•

Mr. Frisk: Approved a base salary increase in connection with his appointment as President and Chief Executive Officer effective January 1, 2020, increasing Mr. Frisk’s salary from $600,000$1.0 million to $650,000. Before approving this$1.25 million.

•

Mr. Bergman: Approved a base salary increase the Committee considered competitivein February 2020 based on a review of his total direct compensation as compared to relevant market data, on compensation for chief financial officersincreasing Mr. Bergman’s base salary from WTW’s survey and proxy data.  $650,000 to $685,000.

 

•

Annual Cash Incentive AwardMr. Browne: Approved a base salary increase in connection with his appointment as Chief Operating Officer in February 2020, increasing Mr. Browne’s base salary from $580,294 to $700,000.

Before approving each of the increases reflected above, the committee considered competitive market data on compensation for comparable positions from WTW’s Executive Compensation Market Assessment, which includes surveys and proxy data.

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ANNUAL CASH INCENTIVE AWARD

2020 Plan Design and Performance Measures

We have an annual cash incentive plan for our executive officers pursuant to which executives are eligible for a cash incentive award based primarily on company performance during the year. As discussed above, in 2020 management recommended, and the Human Capital and Compensation Committee approved, financial and operational targets focused on three critical strategic areas for our business: capital preservation efforts in light of the ongoing impact of COVID-19, the achievement of specified business objectives and advancement of our diversity, equity and inclusion efforts. Below is a summary of the targets considered in our annual cash incentive plan for 2020, their relative weighting and our performance against each metric:

2020 Annual Cash Incentive Plan
WeightingDescriptionThresholdTarget2020 Results
Capital Preservation45%
2020 Adjusted Year-End Cash BalanceMeasures year-end cash and cash equivalents, excluding the impact of outstanding credit agreement borrowings, proceeds from acquisitions and dispositions and cash restructuring-related payments$750 - $875  

million

$876 - $1,000  

million

Exceeded Target  
Targeted SG&A ImprovementsRequired reductions in fixed selling, general and administrative expenses, excluding certain specified categories of expenses and certain one-time itemsRequired specified amounts of reduction equivalent to over 10% as compared to the prior yearExceeded Target  
2021 operating margin improvementsRequired actions throughout 2020 to support the development of 2021 operating plan demonstrating improved operating margin targetsRequired actions throughout 2020 to position Under Armour for expected improvements in operating margin in 2021Exceeded Target  
Strategic Business Objectives30%
Total Brand ConsiderationRequired improved brand consideration with target consumers in defined key global markets as compared to 2019Required specified percentage improvement over 2019, ranging up to 3%Met Target  
Direct to Consumer ConversionAchieve specified consumer conversion metrics in direct-to-consumer channel by regionRequired variety of conversion metrics based on region and in-store versus e-commerce salesExceeded Target  
Global Customer Order Fill RatesAchieve specified global fill rate percentagesRequired specified ranges of fill rate percentagesExceeded Target  
Diversity, Equity and Inclusion25%
Organizational Education AchievementsRequired accountability for completion of specified training and education requirements by corporate employeesRequired between 90-100% training completion by corporate employees based on program and level within the organizationExceeded Target  
Representation ImprovementsRequired improvement of representation metrics for women and underrepresented minorities in the U.S. corporate employee populationMeasured against specified target improvements at various levels within the organizationMet Target  

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Our annual cash incentive plan for executives for 2020 was based primarily on the financial and operational targets described above. While the annual cash incentive award amounts are primarily determined based on the company-wide measures discussed above, the Human Capital and Compensation Committee also considers the overall performance of our executive officers, and may adjust up or down the annual incentive amounts based on individual performance during the year. Performance reviews are generally based on a qualitative assessment of performance and consider the executive’s performance and the performance of the department or departments for which the executive has responsibility and the contributions the executive and department are making to the overall success of Under Armour.

Incentive Award Levels and 2020 Results

For 2020, the Human Capital and Compensation Committee set the following award target levels under our annual cash incentive plan for our named executive officers based on achievement of the metrics outlined above, which were reduced by 50% from historical levels due to the impact of COVID-19 on our business:

   Threshold Target Stretch    

Chief Executive Officer

 37.5% of annual salary 75% of annual salary None   

Pre-COVID-19 Expectation

 75% of annual salary 150% of annual salary 300% of annual salary   
  

Executive Chairman and Brand Chief

 $500,000 $1,000,000 None   

Pre-COVID-19 Expectation

 $1,000,000 $2,000,000 $4,000,000   
  

Other Named Executive Officers

Pre-COVID-19 Expectation

 

18.75% of annual salary

37.5% of annual salary

 

37.5% of annual salary

75% of annual salary

 

None

150% of annual salary

   

We believe tying a significant percentage of executive officers’ total compensation to corporate performance supports our objective to motivate our executives to build and profitably grow, and in 2020 effectively manage, our business. While the annual incentive amounts for all the named executive officers were set at the above levels in order to have a significant percentage of the executive officers’ total compensation tied primarily to corporate performance, as noted above, the levels were set to reflect the significant impact of COVID-19 on the company’s overall results of operations. Based on these impacts, no stretch level of opportunity was provided. As discussed above, our executives voluntarily reduced their base salaries from April to September 2020. For purposes of calculating the annual cash incentive awards, however, each executive’s award level was calculated without giving effect to the voluntary reduction.

Based on the Company meeting or exceeding all of the performance targets discussed above, the named executive officers were eligible to receive 2020 annual cash incentive awards at 100% of the target level, subject to adjustments based on individual performance. Mr. Plank’s and Mr. Frisk’s award amounts were not adjusted for individual performance criteria and were earned at 100% of target. Each of Mr. Bergman, Mr. Browne and Ms. Pugliese realized adjustments based on their individual performance. Mr. Bergman’s award was earned at 125% based primarily on his significant leadership in driving capital preservation and liquidity efforts throughout the year. Mr. Browne’s award was earned at 135% of target based primarily on his exceptional efforts in managing the supply chain and logistical challenges posed by COVID-19 throughout the year. Ms. Pugliese’s award was earned at 135% of target due primarily to her significant role in managing through store closure impacts in North America (our largest business segment), leading the relaunching of our North American eCommerce platform and spearheading our path to reopen our stores with a safe shopping environment for our consumers and employees.

For the annual cash incentive amounts paid to the named executive officers, see the “2020 Summary Compensation Table” below.

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EQUITY AWARDS

Management and the Human Capital and Compensation Committee believe equity awards are an essential component of executive compensation and serve to align better the interests of our executives with those of our stockholders.

The Human Capital and Compensation Committee approves equity awards under our Third Amended and Restated 2005 Omnibus Long-Term Incentive Plan. The purpose of the long-term incentive plan is to enhance our ability to attract and retain highly qualified executives and other persons and to motivate them to improve our business results and earnings for the long-term by providing them with equity holdings in Under Armour. While the committee has the discretion under the terms of the plan to issue awards for shares of our Class A Stock, the committee has used only our Class C Stock for equity compensation in recent years.

Annual Equity Awards for 2020

As discussed above, management recommended, and the Human Capital and Compensation Committee approved, changes to the design of our annual equity award program for 2020 in light of the impact of COVID-19 on our business and stock price. The following provides a summary of the changes to our 2020 annual equity award program for our named executive officers:

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The Human Capital and Compensation Committee considered several factors when evaluating the design of the 2020 equity awards. In February 2020, the committee approved the grant of annual equity awards in the form of time based restricted stock unit awards for executive officers and members of management, which represented 50% of the total target grant date value historically approved for annual awards. Consistent with past practices, Mr. Plank recommended, and the committee approved, time based stock option awards to Mr. Plank for his annual equity award. The committee determined that for Mr. Plank it would further incentivize him to drive long-term stockholder value if he were awarded stock options, as the options would only have value to the extent our stock price increased over the price on the grant date.

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As discussed above, COVID-19 pandemic conditions during the first and second quarter of 2020 significantly impacted management’s ability to reliably forecast the long-term financial targets historically used in connection with performance based equity awards, specifically net revenues and operating income. Therefore, in May 2020 the Human Capital and Compensation Committee approved the grant of additional time based restricted stock unit awards in lieu of performance based awards, but reduced the grant date fair value of these awards by 50% as compared to historical practices. Mr. Plank requested that he not receive additional time based stock options in lieu of performance based stock options in May 2020 and was not granted any additional awards. In the period between the initial grant of the annual time based awards in February 2020 and the grant of the remaining portion of the awards in May 2020, our stock price had declined by over 40% as global markets continued to experience extreme volatility. The committee considered the importance of aligning executive interests with our stockholders and the importance of motivating executives to lead through unprecedented times when making its decision.

The employees receiving these equity awards were chosen based primarily on their position and responsibilities with the company. The total amount of equity awards to all employees was generally based on the total compensation expense amount related to equity awards as budgeted by management. The amount of the equity award to each employee was typically tiered based on the employee’s level within the company and competitive market practices. For executive officers, the Human Capital and Compensation Committee considered the mix of equity awards as part of executives’ total compensation.

Forfeiture of 2019 Performance Based Equity Awards

In early 2019, the Human Capital and Compensation Committee approved the grant of performance based restricted stock unit awards to our executive officers and other members of management and a performance based stock option award to Mr. Plank. Vesting of the 2019 awards was tied to our achievement of combined net revenue and adjusted operating income targets for 2019 and 2020. For the 2019 award, the committee set the growth targets to incentivize management to continue to drive strong operating income growth during the performance period. With respect to the 2019 award, the number of potential options and shares eligible to vest ranged from 25% of the target amount to 200% of the target amount, depending on our performance against the net revenue and adjusted operating income targets.

The following table summarizes our combined net revenue and adjusted operating income targets for the 2019 performance-based equity awards:

2019 Performance Based Equity Award Goals
ThresholdTargetStretch

  Combined 2019-2020 Net Revenue

$10.584 billion$11.018 billion$11.451 billion

  Combined 2019-2020 Adjusted Operating Income*

$479 million$558 million$637 million

*

Adjusted operating income constitutes a non-GAAP financial measure. For purposes of the 2019 performance based equity awards, adjusted operating income represented our GAAP-reported income from operations, adjusted to exclude the impact of restructuring plans, as well as the impact of certain goodwill impairment charges, litigation-related expense, foreign exchange losses and charges related to the write-down of our accounts receivable asset due to customer bankruptcies.

In February 2020, we announced our 2019 financial results and updated our business plans for 2020. Based on the changes to our business plans, we previously announced that we expected these awards to be earned below the target level of performance. Due to the impact of COVID-19, we determined during the first quarter of 2020 that these awards were expected to be forfeited in full. We did not achieve the threshold level of performance for either net revenue or adjusted operating income, achieving results approximately 8% below the combined net revenue requirements and approximately 40% below the adjusted operating income requirements. As a result, all of the performance shares and options were forfeited.

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Time Based Equity Awards

From time to time management recommends, and the Human Capital and Compensation Committee approves, other time based restricted stock unit awards to certain of our executive officers, typically in connection with the officer joining our company or to ensure that the officer’s financial interests are sufficiently aligned with the interests of our stockholders. In determining the amount of these awards, management and the committee considered primarily the executive’s position and level of responsibility within our company, as well as the retention and long-term incentive value of the award. None of the named executive officers received these awards during 2020.

2021 COMPENSATION CHANGES

In connection with the Human Capital and Compensation Committee’s annual review of executive compensation, in February 2021 the committee considered the design of our 2021 executive compensation program in light of the ongoing impacts of COVID-19 on our business and made the following adjustments as compared to the design of our 2020 program:

2021 Annual Cash Incentive Plan Financial Targets: The committee established adjusted operating income, net revenue and diversity, equity and inclusion performance measures for our 2021 annual cash incentive awards, returning to our historical practice of emphasizing the importance of profitable growth through our performance targets. Other than as noted below with respect to Mr. Frisk and Mr. Plank, the target level annual cash incentive awards for our executive officers were set at 75% of base salary (consistent with our pre-COVID-19 practices).

2021 Annual Equity Program Design: Due to ongoing market volatility and continued uncertainty regarding the long-term impacts of COVID-19 on our business and industry, in February 2021, the committee determined to maintain its 2020 practice of granting only time based restricted stock unit awards in connection with the 2021 annual equity award program, and no performance based awards were granted. The target total annual equity award values for executives were returned to pre-COVID-19 levels. These awards will vest in four equal annual installments beginning in February 2022.

In addition to the design adjustments noted above, the Human Capital and Compensation Committee approved specific adjustments to Mr. Frisk and Mr. Plank’s compensation as follows:

•

Mr. Frisk: Mr. Frisk’s annual base salary was increased from $1.25 million to $1.3 million, his target level annual cash incentive award was set at 165% of his base salary under the 2021 annual cash incentive plan (as opposed to 150% based on pre-COVID-19 practices), and he received a 2021 annual time based equity award with a grant date fair value of $10 million, as compared to his target total annual equity award value of $7 million (based on pre-COVID-19 practices). In considering these items, the committee considered Mr. Frisk’s contributions in leading the organization through a restructuring and positioning our organization for our executive officers. Underimproved efficiency and profitable growth going forward with a focused strategy and significant operational improvements. The committee reviewed and considered the plan, executives are eligibletotal compensation realized by Mr. Frisk in recent years, as well as relevant market data.

•

Mr. Plank: Mr. Plank’s total target compensation for a2021 was reduced from approximately $6.0 million in 2020 to $5.5 million in 2021. While his total target compensation decreased, the committee approved several changes to the mix of Mr. Plank’s compensation. His annual base salary, which as described above was reduced to $26,000 in 2008, has been adjusted to $500,000. His target level annual cash incentive award based primarily on company performance duringunder the year. In February 2019, we announced our financial expectations for fiscal year 2019 based on our annual operating plan, noting that we expected approximately three to four percent net revenue growth over 2018, and operating income in the range of $210 to $230 million.  The Compensation Committee considered these expectations when establishing targets under the2021 annual cash incentive plan emphasizing the importance of leveraging the significant operational efforts of the company in recent yearshas been reduced from $2.0 million (based on pre-COVID-19 practices) to drive improved profitability in 2019.

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Below is a summary of the adjusted operating income targets considered in our annual cash incentive plan for 2019:

2019 Annual Cash Incentive Plan Performance Measure

Threshold

Target

Stretch

 Adjusted Operating Income Target*

$200 million

$245 million

$275 million

*  The adjusted operating income targets above must include the funding for the incentive award amounts. As a result, in order to fund higher incentive award amounts above the threshold level, the company must have achieved adjusted operating income levels even higher than those shown above. Our actual 2019 GAAP reported operating income for 2019 was approximately $237$1.0 million.

Our annual cash incentive plan for executives for 2019 was based primarily on the adjusted operating income targets described above. For executives in charge of certain business units, generally 25% of their incentive award was tied to the performance of their respective business units based primarily on the performance of the business units against specified key performance indicators (“KPIs”) and critical strategic objectives. These measures, when combined with the other business units, align with our financial plans, including the consolidated measures discussed above, as well as critical business initiatives of the company. For In addition, since 2015 Mr. Plank and Mr. Frisk, however, 100% of their incentive award was tied to overall company performance because of their oversight of all or a significant portion of our company’s business units.

While the annual cash incentive award amounts are primarily determined based on the company and business unit financial performance measures discussed above, the Compensation Committee also considers the overall performance of our executive officers, and may adjust up or down the annual incentive amounts based on individual performance during the year. Performance reviews are generally based on a qualitative assessment of performance and consider the executive’s performance and the performance of the department or departments for which the executive has responsibility, as well as the contributions the executive and department are making to the overall success of Under Armour.

Beginning in 2019, the Compensation Committee also began considering the performance of each executive against diversity and inclusion action plans established for each leader (focused on efforts to hire and retain diverse talent) when determining the annual cash incentive award amounts.

Incentive Award Levels and 2019 Results

For 2019, the Compensation Committee set the following award target levels under our annual cash incentive plan for our named executive officers based on achievement of our adjusted operating income targets:

Threshold

Target

Stretch

(Pays at 200% of Target)

Chief Executive Officer

$1,000,000

$2.0 million

$4.0 million

President and Chief Operating Officer

50% of annual salary

100% of annual salary

200% of annual salary

Other Named Executive Officers

37.5% of annual salary

75% of annual salary

150% of annual salary

Between the threshold amount and the target amount of adjusted operating income, and the target amount and stretch amount of adjusted operating income, the company utilizes a sliding scale to determine the payout based on the amount of funding generated by the incremental adjusted operating income dollars.

The annual incentive amounts for all the named executive officers were set at the above levels in order to have a significant percentage of the executive officers’ total compensation tied primarily to corporate performance. We believe tying a significant percentage of executive officers’ total compensation to corporate performance supports our objective to motivate our executives to build and profitably grow our business.

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2019 Annual Cash Incentive Awards

Below is a summary of the adjusted operating income targets considered in our annual cash incentive plan for 2019, as compared to our actual results for 2019:

2019 Annual Cash Incentive Plan Performance Measure

2019 Results

Threshold

Target

Stretch

 Adjusted Operating Income*

$200 million

$245 million

$270 million

$239 million

*  Adjusted operating income for 2019 represents a non-GAAP financial measure. Our actual 2019 GAAP reported operating income for 2019 was approximately $237 million. See “Appendix B: Reconciliation of Non-GAAP Financial Measures.”

When determining the adjusted operating income targets for 2019, management and the Compensation Committee believed that the targets were set at levels that required us to achieve our annual operating plan and drive increased profitability throughout the organization, leveraging the significant restructuring efforts undertaken by the company in recent years.

For 2019, we achieved $239 million of adjusted operating income. Based on these results, our executives were generally eligible for an annual incentive award amount slightly below the target level. For Messrs. Bergman and Browne and Ms. Rocker, the committee also considered the performance of their respective business units, primarily considering the financial performance of the particular business unit and the success of the business unit in executing against KPIs for their business unit and critical strategic objectives. For Mr. Plank and Mr. Frisk, the committee did not consider business unit performance given their oversight of all or a significant portion of our company’s business units. Based on these considerations, the named executive officers were eligible to receive 2019 annual cash incentive awards at amounts that approximated the target level, subject to adjustments based on individual performance and efforts in executing against individual diversity and inclusion initiatives at the company.  Mr. Plank’s and Mr. Frisk’s award amounts were not adjusted for these criteria, and were earned at 96% of target.  The award amounts for our other named executive officers were not materially adjusted based on this criteria, other than management’s recommendation and the Compensation Committee’s approval of an upward adjustment of Ms. Rocker’s award amount based on her significant leadership efforts across the organization, including executing against our company’s culture action plan and advancing diversity and inclusion efforts.  

For the annual cash incentive amounts paid to the named executive officers, see the “2019 Summary Compensation Table” below.

Equity Awards

Management and the Compensation Committee believe equity awards are an important component of executive compensation and serve to better align the interests of our executives with those of our stockholders.

The Compensation Committee approves equity awards under our Third Amended and Restated 2005 Omnibus Long-Term Incentive Plan. The purpose of the long-term incentive plan is to enhance our ability to attract and retain highly qualified executives and other persons and to motivate them to improve our business results and earnings for the long-term by providing them with equity holdings in Under Armour. While the Compensation Committee has the discretion under the terms of the plan to issue awards for shares of our Class A Stock, in recent years the Compensation Committee has utilized only our Class C Stock for equity compensation.

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Annual Equity Awards for 2019

As discussed above under “—Executive Summary—Executive Compensation Equity Program Changes for Fiscal 2019,” management recommended and the Compensation Committee approved certain changes to our annual equity award program with respect to our performance based equity awards. The following provides a summary of the 2019 annual equity award program for our named executive officers:

50%

Time

Based

Awards

Represents 50% of the total grant date fair value of annual equity awards granted to each named executive officer

Vests in four-equal annual installments beginning in February 2020, subject to continued employment

Promotes long-term retention of executives and alignment with stockholder interests

50%

Performance

Based

Awards

Represents 50% of the total grant date fair value of annual equity awards granted to each named executive officer

Vesting is tied to achievement of combined net revenue and adjusted operating income targets for 2019 and 2020, with payouts ranging from 25%-200% based on the performance level achieved

If performance metrics are achieved, awards vest in three-equal annual installments beginning in February 2021, subject to continued employment  

Emphasizes and incentivizes financial performance by providing upside potential for stronger growth and profitability

Further promotes long-term retention of executives and alignment with stockholder interests


Up to

Additional

50% of

“Stretch”

Value

With respect to Mr. Plank’s annual equity award, Mr. Plank recommended and the Compensation Committee approved performance based and time based stock option awards to Mr. Plank. Other executive officers and members of management received his annual equity awards in the form of stock options. Mr. Plank’s annual equity awards for 2021, however, were approved in the form of

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restricted stock units. In approving these changes, the committee considered the compensation realized by Mr. Plank over the last several years, the critical role Mr. Plank continues to play as Executive Chairman and Brand Chief, as well as relevant market data.

The Human Capital and Compensation Committee also approved specific compensation adjustments for our other named executive officers. Messrs. Bergman and Browne and Ms. Pugliese each received an increase in their annual base salaries as follows: Mr. Bergman increased from $685,000 to $750,000, and Mr. Browne and Ms. Pugliese each increased from $700,000 to $775,000. Each of Mr. Browne and Ms. Pugliese also received 2021 annual time based equity awards with a grant date fair value of $2.25 million, as compared to target total annual equity award values of $1.25 million (based on pre-COVID-19 practices). In considering each of these changes the committee considered the executive’s performance throughout 2020, as well as relevant market data. The committee also considered the impact of our restructuring program on Mr. Browne’s and Ms. Pugliese’s respective organizations during 2020, following which they each assumed additional responsibilities.

BENEFITS AND PERQUISITES

We have no defined benefit pension plan or any type of supplemental retirement plan for executives. We have a deferred compensation plan to provide senior management, including executive officers, with a way to save on a tax-deferred basis for retirement and other needs. The plan allows for company contributions in certain limited cases. See “Nonqualified Deferred Compensation” for a description of this plan and the balances under the plan for the named executive officers. We did not make any company contributions to the plan in 2020 for any named executive officer.

Executive officers are eligible to participate in our broad-based benefit plans available to employees generally, including a 401(k) plan and Employee Stock Purchase Plan.

We pay the premiums for supplemental long-term disability insurance for our executive officers. The standard benefit offered to all employees provides long-term disability insurance equal to 50% of their salary, with the ability for the employee to elect to pay the premiums for up to an additional 10% of their salary (for 60% in total). The benefit is capped at a maximum benefit of $10,000 per month. The cap results in a lower percentage of salary paid for executive officers under the standard benefit. The supplemental policy for our named executive officers provides additional coverage of up to $20,000 per month. We do not provide any tax gross-up to our executive officers to cover the income taxes incurred as a result of our paying the premiums on these policies.

We maintain a lease of a corporate aircraft for business purposes. Historically we have not permitted our executives to use this aircraft for personal use. However, in mid-2020 in light of health and safety concerns due to COVID-19, the Human Capital and Compensation Committee approved personal use of the aircraft by Mr. Frisk for up to $100,000 of aggregate incremental cost to the company over a 12-month period without requiring reimbursement. His personal use of the aircraft is primarily in connection with travel to and from our global corporate headquarters. We permit Mr. Frisk’s family to accompany him on any such personal trips. We provide a tax gross-up to Mr. Frisk with respect to the taxable income attributed to his use of the aircraft.

Other Compensation Practices

Equity Grant Practices

During 2020, equity awards were generally granted to executive officers at one of our regularly scheduled Human Capital and Compensation Committee meetings. Our practice is to grant stock options with an exercise price equal to the closing market price of our common stock on the grant date. We have not had any program, plan or practice to select stock option grant dates for executive officers in coordination with the release of material non-public information in order to create value for the executive when the stock price increases over the exercise price for the stock option.

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Hedging and Pledging

As part of our insider trading policy, our board has adopted prohibitions against specified individuals from engaging in certain hedging transactions of Under Armour stock. This policy applies to all of our employees, officers and directors, as well as their spouses, minor children, relatives and other persons who live with them, and any trusts, estates or other entities over which they exercise control or in which they have any beneficial interest. Persons subject to the policy are prohibited from effecting short sales of our securities. Our insider trading policy defines a short sale as a sale involving securities the seller does not own at the time of the sale or, if owned by the seller, securities that will be delivered on a delayed basis beyond the customary settlement date. Our insider trading policy also prohibits purchases or sales of derivative securities, such as puts and calls, relating to our stock. While our policy does not prohibit pledging our securities, none of our directors or executive officers has any shares pledged as security.

Executive Severance

We have a change in control severance agreement with all of our executives except for our Executive Chairman and Brand Chief, Mr. Plank. The purpose of the agreement is to ensure that we are able to receive and rely upon the executive’s advice as to the best interest of the company and our stockholders in connection with a change in control without concern that the executive might be distracted, or his or her advice may be affected by the personal uncertainties and risks created by a change in control. The agreements generally provide severance only following a change in control and only if the executive’s employment is terminated without cause or the executive leaves for good reason within one year after the change in control, generally referred to as a “double trigger.” The agreements do not provide for a tax gross-up. The primary benefit offered under the agreements is severance in an amount equal to one year’s salary and annual incentive award plus a pro-rata annual incentive award for the year in which the employment ends. The executive must agree not to compete against the company for one year to receive these benefits. The agreements have a fixed two-year term with no automatic renewal of the term. In early 2021, the Human Capital and Compensation Committee and the Board reviewed the agreements and decided that the agreements were reasonable and should be extended through the end of 2023.

We also provide severance benefits to all of our executives (other than Mr. Plank) in connection with a termination without cause occurring other than in connection with a change in control. As described in further detail below under “—Potential Payments Upon Termination of Employment or Change in Control,” we have agreed to provide Mr. Frisk certain payments upon the termination of his employment without cause or his resignation for good reason. With respect to our other executives, we provide certain payments if an executive’s employment is terminated without cause.

Deductibility of Executive Compensation

In prior years, management and the Human Capital and Compensation Committee have reviewed and considered, as appropriate, the effect of limitations on deductibility for federal income tax purposes under Section 162(m) of the Internal Revenue Code of compensation in excess of $1 million that was paid to certain executive officers. The Tax Cuts and Jobs Act of 2017 repealed the exemption from the Section 162(m) deduction limit for performance based compensation, effective for taxable years beginning after December 31, 2017. As a result, all performance based compensation paid to our named executives is now included when determining compensation in excess of $1 million that generally will not be deductible. The committee believes that the lost deduction on compensation payable in excess of the $1 million limitation for the named executive officers is not material relative to the benefit of attracting and retaining talented management. Accordingly, the committee will continue to retain the discretion to pay compensation that is not deductible.

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Human Capital and Compensation Committee Report

The Human Capital and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this Proxy Statement with Under Armour’s management. Based on this review and discussion, the Human Capital and Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Proxy Statement and be incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC.

Harvey L. Sanders, Chairman

George W. Bodenheimer

Jerri L. DeVard

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2020 Summary Compensation Table

The following table sets forth information concerning compensation paid or accrued in the applicable years to our Chief Executive Officer, our Chief Financial Officer, and the other three most highly compensated executive officers in 2020. Certain salary and annual incentive plan compensation amounts may be deferred under our deferred compensation plan as discussed under “Nonqualified Deferred Compensation for 2020” below.

Name and Principal Position

 Year  Salary
($)(2)		  Bonus
($)		  Stock
Awards
($)(3)(4)		  Option
Awards
($)(3)(4)		  Non-Equity
Incentive Plan
Compensation
($)		  All Other
Compensation
($)(5)		  Total ($) 

Patrik Frisk(1)

  2020   1,088,221   0   5,250,000   0   937,500   89,511   7,365,232 

President and Chief Executive Officer

  2019   1,000,000   0   4,000,000   0   960,000   42,446   6,002,446 
  2018   1,000,000   0   4,000,000   0   1,260,000   25,294   6,285,294 

Kevin Plank

  2020   26,000   0   0   2,000,000   1,000,000   10,429   3,036,429 

Executive Chairman and Brand Chief

  2019   26,000   0   0   4,000,000   1,920,000   8,169   5,954,169 
  2018   26,000   0   0   4,000,000   2,520,000   10,629   6,556,629 

David Bergman

  2020   590,610   0   937,500   0   317,104   16,219   1,861,434 

Chief Financial Officer

  2019   650,000   0   1,250,000   0   463,125   18,436   2,381,561 
  2018   552,885   0   1,500,000   0   550,000   20,936   2,623,821 

Colin Browne(6)

  2020   594,757   0   937,500   0   346,593   9,449   1,888,299 

Chief Operating Officer

  2019   580,294   0   2,250,000   0   435,221   12,149   3,277,664 

Stephanie Pugliese(7)

President, Americas

  2020   613,171   0   937,500   0   354,375   121,158   2,026,204 

(1)

In late 2019, we announced Mr. Frisk’s promotion to Chief Executive Officer effective January 1, 2020. Mr. Frisk previously held the title of President and Chief Operating Officer. Mr. Frisk’s annual target compensation was adjusted on January 1, 2020 in connection with the change in his role, with his base salary increasing to $1.25 million, his target non-equity incentive compensation award increasing to 150% of his base salary, and his total target annual equity awards increasing to $7.0 million. However, consistent with the other named executive officers, Mr. Frisk’s 2020 total compensation was impacted by the factors discussed throughout the “Compensation Discussion and Analysis” section above. As discussed in more detail below, Mr. Frisk’s total actual realized compensation was $4.52 million in 2020. Please see “CEO Actual Compensation Realized” immediately below this 2020 Summary Compensation Table.

(2)

In response to the financial impact of COVID-19, in April 2020 we announced that certain members of our senior management team, including Messrs. Frisk, Bergman and Browne and Ms. Pugliese, would reduce their base salaries by 25%. These salary reductions continued through September 2020. The amounts reflected above reflect these reductions. Please see “Components of Our 2020 Compensation Program—Salary” above for the base salaries of our named executive officers without giving effect to this reduction.

(3)

Reflects the grant date fair value of all performance and time based restricted stock unit awards. The committee determined that for Mr. Plank it would further incentivize him to drive long-term stockholder value if he were awardedand stock options, as the options would only have valueoption awards in accordance with SEC disclosure rules. Due to the extent our stock price increased over the price on the grant date.

The employees receiving these equityimpact of COVID-19, no performance based awards were chosengranted in 2020. Performance based primarily on their positionawards granted in 2019 included threshold, target and responsibilities withstretch levels of performance, and the company, as well as their past performance. The total amount of equity awards to all employees was generally based on the total compensation expense amount related to equity awards as budgeted by management. The amount of the equity2018 award to each employee was generally tiered based on the employee’s level within the company and competitive market practices, and for executive officers the Compensation Committee considered the mix of equity awards as part of the total compensation for executives.

While the performance period for these awards is ongoing, based primarily on our net revenue results for 2019 and our initial operating plan for 2020, at the end of 2019 these awards were expected to be earned below theincluded only one target level based on the current performance targets.  Our performance in 2020 will ultimately determine what portion, if any,of performance. With respect to all of these awards, are ultimately earned.

 Time Based Equity Awards

From time to time management recommends and100% of the Compensation Committee approves other time based restricted stock unit awards to certain of our executive officers, typically in connection with the officer joining our company or to ensure that the officer’s financial interests are sufficiently aligned with the interests of our stockholders. In determining the amount of these awards, management and the committee considered primarily the executive’s position and level of responsibility within our company, as well as the retention and long-term incentivetarget value of the award. Mr. Browne was granted an additional time based restricted stock unit award in early 2019. In approving this award, the committee considered Mr. Browne’s critical role in advancing the company’s supply chain efficiency initiatives, as well as the value of his outstanding unvested equity awards.  Ms. Rocker was also granted an additional time based restricted stock unit award in early 2019 upon her joining the company. These equity awards are included in the “Grants of Plan-Based Awards for 2019” table below.

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2020 Compensation Changes

As discussed above, in late 2019 and early 2020which were the amounts we announced certain management changes impacting our named executive officers, specifically to the roles of Messrs. Plank, Frisk and Browne.  See “—Executive Summary—Management Changes.”  Whiledeemed probable when these changes did not impact 2019 compensation, certain adjustments were made to Mr. Frisk’s and Mr. Browne’s compensation for 2020 in connection with these changes.  Specifically, Mr. Frisk’s annual base salary has been increased from $1.0 million to $1.25 million, his target annual incentive award amount has been increased from 100% to 150% of his annual base salary, and his annual equity award for 2020 will include a $3.5 million time based restricted stock unit award and a $3.5 million target level performance based restricted stock unit award.  With respect to Mr. Browne, his annual base salary has been increased from $580,294 to $700,000.

In addition, the company historically establishes both short-term and long-term performance compensation financial targets during the first quarter of each fiscal year.  Given the ongoing uncertainty regarding the impact of coronavirus disease 2019 (COVID-19) on the global economy and our results of operations, our Compensation Committee has delayed the approval of certain elements of our 2020 compensation program, specifically the financial targets for our annual cash incentive award and the approval of the performance based portion of our annual equity awards.  The Compensation Committee currently expects to consider these elements of our compensation program during the second quarter of 2020.

Benefits and Perquisites

We have no defined benefit pension plan or any type of supplemental retirement plan for executives. We have a deferred compensation plan to provide senior management, including executive officers, with a way to save on a tax deferred basis for retirement and other needs. The plan allows for company contributions in certain limited cases. See “Nonqualified Deferred Compensation” for a description of this plan and the balances under the plan for the named executive officers. We did not make any company contributions to the plan in 2019 for any named executive officer.

Executive officers are eligible to participate in our broad-based benefit plans available to employees generally, including a 401(k) plan and Employee Stock Purchase Plan.

We pay the premiums for supplemental long-term disability insurance for our executive officers. The standard benefit offered to all employees provides long-term disability insurance equal to 50% of their salary, with the ability for the employee to elect to pay the premiums for up to an additional 10% of their salary (for 60% in total).  The benefit is capped at a maximum benefit of $10,000 per month. The cap results in a lower percentage of salary paid for executive officers under the standard benefit. For our named executive officers, the supplemental policy provides additional coverage of up to $20,000 per month.  We do not provide any tax gross-up to our executive officers to cover the income taxes incurred as a result of our paying the premiums on these policies.

Other Compensation Practices

Equity Grant Practices

During 2019, equity awards were generally granted to executive officers at one of our regularly scheduled Compensation Committee meetings. Our practice is to grant stock options with an exercise price equal to the closing market price of our common stock on the grant date. We have not had any program, plan or practice to select stock option grant dates for executive officers in coordination with the release of material non-public information in order to create value for the executive when the stock price increases over the exercise price for the stock option.first granted.

Hedging and Pledging

Our Board has adopted, as part of our insider trading policy, prohibitions against specified individuals from engaging in certain hedging transactions of Under Armour stock.  This policy applies to all of our employees, officers and directors, as well as their spouses, minor children, relatives and other persons who live with them, and any trusts, estates or other entities over which they exercise control or in which they have any beneficial interest.  Persons subject to the policy are prohibited from effecting short sales of our securities.  Our insider trading policy defines a short sale as a sale involving securities the seller does not own at the time of the sale or, if owned by the seller, securities that will be delivered on a delayed basis beyond the customary settlement date.  Our insider trading policy also prohibits purchases or sales of derivative securities, such as puts and calls, relating to our stock.  While our policy does not prohibit pledging our securities, no director or executive officer of the company has any shares pledged as security.

 

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Change in Control Severance Agreements

We have a change in control severance agreement with all of our executives except for our CEO, Mr. Plank. The purpose of the agreement is to ensure that we are able to receive and rely upon the executive’s advice as to the best interest of the company and our stockholders in connection with a change in control without concern that the executive might be distracted, or his or her advice may be affected by the personal uncertainties and risks created by a change in control.

The agreements generally provide severance only following a change in control and only if the executive’s employment is terminated without cause or the executive leaves for good reason within one year after the change in control, generally referred to as a “double trigger.” The agreements do not provide for a tax gross-up.

The primary benefit offered under the agreements is severance in an amount equal to one year’s salary and annual incentive award plus a pro-rata annual incentive award for the year in which the employment ends. The executive must agree to not compete against the company for one year in order to receive these benefits. The agreements have a fixed two-year term with no automatic renewal of the term. In early 2019, the Compensation Committee and the Board reviewed the agreements, and decided that the agreements were reasonable and should be extended through the end of 2020.

Deductibility of Executive Compensation

Management and the Compensation Committee have, in prior years, reviewed and considered, as appropriate, the effect of limitations on deductibility for federal income tax purposes under Section 162(m) of the Internal Revenue Code of compensation in excess of $1 million that was paid to certain executive officers. The Tax Cuts and Jobs Act of 2017 repealed the exemption from the Section 162(m) deduction limit for performance based compensation, effective for taxable years beginning after December 31, 2017. As a result, we expect that all performance based compensation paid to our named executives will now be included when determining compensation in excess of $1 million that generally will not be deductible.

The Compensation Committee believes that the lost deduction on compensation payable in excess of the $1 million limitation for the named executive officers is not material relative to the benefit of being able to attract and retain talented management. Accordingly, the Compensation Committee will continue to retain the discretion to pay compensation that is not deductible.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this Proxy Statement with Under Armour’s management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Proxy Statement and be incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the SEC.

Harvey L. Sanders, Chairman

George W. Bodenheimer

Jerri L. DeVard

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2019 Summary Compensation Table

The following table sets forth information concerning compensation paid or accrued in the applicable years to our Chief Executive Officer, our Chief Financial Officer, and the other three most highly compensated executive officers in 2019. In October 2019 and February 2020 respectively, we announced certain organizational changes, appointing Patrik Frisk as Chief Executive Officer, President and Board Member and Kevin Plank as Executive Chairman and Brand Chief effective January 1, 2020 and appointing Colin Browne as Chief Operating Officer effective February 17, 2020. As noted above, Messrs. Frisk, Plank and Browne’s titles throughout this “Executive Compensation” section refer to their titles as of December 31, 2019. See “—Executive Summary—Management Changes” above.  In addition, please note that certain salary and annual incentive plan compensation amounts may be deferred under our deferred compensation plan as discussed under “Nonqualified Deferred Compensation for 2019” below.

Name and Principal Position

 

Year

 

 

Salary

($)

 

 

Bonus

($)

 

 

Stock

Awards

($)(2)(3)

 

 

Option

Awards

($)(2)(3)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

All Other

Compensation

($)(4)

 

 

Total ($)

 

Kevin Plank (1)

 

 

2019

 

 

 

26,000

 

 

 

0

 

 

 

0

 

 

 

4,000,000

 

 

 

1,920,000

 

 

 

8,169

 

 

 

5,954,169

 

Chairman of the Board and

 

 

2018

 

 

 

26,000

 

 

 

0

 

 

 

0

 

 

 

4,000,000

 

 

 

2,520,000

 

 

 

10,629

 

 

 

6,556,629

 

Chief Executive Officer

 

 

2017

 

 

 

26,000

 

 

 

0

 

 

 

0

 

 

 

4,000,000

 

 

 

0

 

 

 

8,341

 

 

 

4,034,341

 

David Bergman

 

 

2019

 

 

 

650,000

 

 

 

0

 

 

 

1,250,000

 

 

 

0

 

 

 

463,125

 

 

 

18,436

 

 

 

2,381,561

 

Chief Financial Officer

 

 

2018

 

 

 

552,885

 

 

 

0

 

 

 

1,500,000

 

 

 

0

 

 

 

550,000

 

 

 

20,936

 

 

 

2,623,821

 

 

 

 

2017

 

 

 

425,000

 

 

 

75,300

 

 

 

1,950,000

 

 

 

0

 

 

 

0

 

 

 

25,114

 

 

 

2,475,414

 

Colin Browne (5)

 

 

2019

 

 

 

580,294

 

 

 

 

 

 

 

2,250,000

 

 

 

0

 

 

 

435,221

 

 

 

12,149

 

 

 

3,277,664

 

Chief Supply Chain Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patrik Frisk (6)

 

 

2019

 

 

 

1,000,000

 

 

 

0

 

 

 

4,000,000

 

 

 

0

 

 

 

960,000

 

 

 

42,446

 

 

 

6,002,446

 

President and Chief Operating

 

 

2018

 

 

 

1,000,000

 

 

 

0

 

 

 

4,000,000

 

 

 

0

 

 

 

1,260,000

 

 

 

25,294

 

 

 

6,285,294

 

Officer

 

 

2017

 

 

 

461,538

 

 

 

100,000

 

 

 

15,000,000

 

 

 

0

 

 

 

0

 

 

 

103,824

 

 

 

15,665,362

 

Tchernavia Rocker (7)

 

 

2019

 

 

 

517,500

 

 

 

0

 

 

 

1,500,000

 

 

 

0

 

 

 

484,380

 

 

 

152,512

 

 

 

2,654,392

 

Chief People and Culture Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

As discussed in more detail below, Mr. Plank’s total actual realized compensation was $1.95 million in 2019. Please see “CEO Actual Compensation Realized” immediately below this 2019 Summary Compensation Table.

(2)

Reflects the grant date fair value of all performance and time based restricted stock unit and stock option awards in accordance with SEC disclosure rules. Performance based awards granted in 2017 and in 2019 included threshold, target and stretch levels of performance, and the 2018 award included only one target level of performance. With respect to all of these awards, 100% of the target value of the awards are included in the table above, which were the amounts we deemed probable when these awards were first granted.

In accordance with SEC disclosure rules, we are required to present the fair values of the 2017, 2018 and 2019 performance based awards at grant date assuming achievement at the highest level or “stretch” level of performance conditions for each of these awards (equal to 200% of the target value for the 2017 and 2019 awards and 100% of the target value for the 2018 awards). The value of any time based awards are not included.

Name

  2018 Performance
Based Awards
($)		   2019 Performance
Based Awards
($)		 

Patrik Frisk

   2,000,000    4,000,000 

Kevin Plank

   2,000,000    4,000,000 

David Bergman

   750,000    1,250,000 

Colin Browne

     1,250,000 

 

Name

 

2017 Performance

Based Awards ($)

 

 

2018 Performance

Based Awards ($)

 

 

2019 Performance

Based Awards ($)

 

Kevin Plank

 

 

4,000,000

 

 

 

2,000,000

 

 

 

4,000,000

 

David Bergman

 

 

750,000

 

 

 

750,000

 

 

 

1,250,000

 

Colin Browne

 

 

 

 

 

 

 

 

 

 

1,250,000

 

Patrik Frisk

 

 

10,000,000

 

 

 

2,000,000

 

 

 

4,000,000

 

Tchernavia Rocker

 

 

 

 

 

 

 

 

 

 

1,250,000

 

The 2017 performance based award was based on a combined two-year performance period and was forfeited in full. The 2018 performance based award was based on a one-year performance period and was earned at 100%. This award then vests in four equal annual installments beginning in February 2019. The 2019 performance based award iswas based on a combined two-year performance period and if earned, will vestwas forfeited in three equal annual installments beginningfull.

(4)

Equity grants included in February 2021.  However, as disclosedthis table are further described above we no longer expectunder the 2019 performance based awards to be earned at“Compensation Discussion and Analysis” or below in the target level (100%).  See “—Equity Awards—Annual“Grants of Plan-Based Awards for 2020” or “Outstanding Equity Awards at 202020 Fiscal Year-End” tables. We have disclosed the assumptions made in the valuation of the stock and option awards in “Stock-Based Compensation” under Note 13 to the Consolidated Financial Statements included in our Annual Report on Form 10-Kfor 2019”.the year ended December 31, 2020.

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(5)

All Other Compensation for 2020 includes the following items:

Name

  Insurance Premiums
($)(a)		   Matching
Contributions
Under 401(k) Plan
($)		   Other
($)(b)		   Tax Reimbursements
($)(c)		 

Patrik Frisk

   5,519    11,400    59,918    12,674 

Kevin Plank

   7,129    600    2,700    0 

David Bergman

   7,236    8,984    0    0 

Colin Browne

   9,449    0    0    0 

Stephanie Pugliese

   8,405    9,800    56,017    46,936 

 

(3)

Equity grants included in this table are further described above under the “Compensation Discussion and Analysis” or below in the “Grants of Plan-Based Awards for 2019” or “Outstanding Equity Awards at 2019 Fiscal Year-End” tables. We have disclosed the assumptions made in the valuation of the stock and option awards in “Stock-Based Compensation” under Note 13 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2019.

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(4)

All Other Compensation for 2019 includes the following items:

Name

 

Insurance Premiums

($)(a)

 

 

Matching

Contributions

Under 401(k) Plan

($)

 

 

Other ($)(b)

 

 

Tax Reimbursements

($)(c)

 

Kevin Plank

 

 

7,129

 

 

 

1,040

 

 

 

0

 

 

 

0

 

David Bergman

 

 

7,236

 

 

 

11,200

 

 

 

0

 

 

 

0

 

Colin Browne

 

 

9,449

 

 

 

0

 

 

 

2,700

 

 

 

0

 

Patrik Frisk

 

 

2,759

 

 

 

11,200

 

 

 

15,140

 

 

 

13,346

 

Tchernavia Rocker

 

 

3,835

 

 

 

11,200

 

 

 

72,573

 

 

 

64,905

 

(a)

The insurance premiums are for supplemental disability insurance for the named executive officers. This insurance provides up to $20,000 per month in disability insurance until age 67 and supplements the disability insurance offered to employees generally, which provides a maximum of $10,000 per month.

(b)

For Mr. Browne,
(b)

For Mr. Frisk, the other compensation includes incremental costs to the company of $49,065 for personal use of our corporate aircraft and $10,425 for tax services , as well as minimal incremental cost of legal services provided to him and his family to obtain their U.S. citizenship. For Mr. Plank, the other compensation includes the cost of an executive health exam. For Ms. Pugliese, the other compensation includes relocation services in the amount of $55,982, as well as minimal incremental costs for personal use of our corporate aircraft by a family member accompanying Ms. Pugliese on business travel. The aggregate incremental cost to the company for personal use of our aircraft is calculated based on identifiable variable operating costs, which generally include the cost of fuel, crew travel expenses, catering and landing fees. Because our aircraft is leased primarily for business use based on a fixed monthly lease rate, we do not allocate any of the monthly lease rate or other fixed monthly costs that do not change based on usage. We believe that the use of this methodology is a reasonably accurate method for calculating the incremental operating costs. In addition, from time to time, family members of an executive may travel on our aircraft for personal reasons when the aircraft is already going to a specific destination for a business reason, which has minimal incremental cost to the company. When this occurs, only the direct variable costs associated with the additional passenger (for example, catering) are included in determining aggregate incremental cost to the company.

(c)

For Mr. Frisk, tax reimbursements include a gross-up amount to cover taxes on the items identified in note (b) above. For Ms. Pugliese, tax reimbursements include a gross-up amount to cover taxes on the items identified in note (b) above, other than with respect to personal use of our corporate aircraft by a family member, for which income was imputed to Ms. Pugliese, but no gross-up was provided.

(6)

Since Mr. Browne first became a named executive officer in 2019, we are only required to provide his 2019 and 2020 compensation. In February 2020, Mr. Brown was promoted to Chief Operating Officer. Upon his promotion, his base salary was increased from $580,294 to $700,000.

(7)

Ms. Pugliese joined our company in September 2019 as President, North America, and was named President of the Americas in June 2020. Since Ms. Pugliese only became a named executive officer in 2020, we are only required to provide her 2020 compensation.

CEO Actual Compensation Realized

The supplemental table below sets forth 2020, 2019 and 2018 compensation for Mr. Frisk, the other compensation includes the costs of legal services provided to him and his family to obtain their U.S. citizenship and for tax services.  For Ms. Rocker, the other compensation includes costs for relocation and the cost of an executive health exam.

(c)

For Mr. Frisk and Ms. Rocker, tax reimbursements include a gross-up amount to cover taxes on the items identified in note (b) above.  

(5)

Since Mr. Browne first became a named executive officer in 2019, we are only required to provide his 2019 compensation. As described above under “Compensation Discussion and Analysis—Equity Awards—Time Based Equity Awards,” in 2019 Mr. Browne was granted an equity award with time based vesting with a grant date fair value of $1.0 million (in addition to his annual time based award and the performance based award described in Note (2) to the table) vesting in four equal annual installments.

(6)

Mr. Frisk joined our company in July 2017. His annual base salary for 2017 was set at $1.0 million, and in 2017 he was granted an equity award with time based vesting with a grant date fair value equal to $10.0 million (in addition to the performance based awards described in Note (2) to the table) vesting in five equal annual installments.

(7)

Ms. Rocker joined our company in February 2019. Her annual base salary for 2019 was set at $585,000 and she was granted an equity award with time based vesting with a grant date fair value equal to $250,000 (in addition to the performance based awards described in Note (2) to the table) vesting in two equal annual installments.

CEO Actual Compensation Realized

The supplemental table below sets forth the 2019, 2018 and 2017 compensation for Mr. Plank, our CEO, and is not a substitute for the Summary Compensation Table above. “Total Actual Compensation Realized” reports the actual value realized during the year on equity compensation, including the vesting of restricted stock units granted in prior years. This differs from “Total” compensation as set forth in the Summary Compensation Table, which as noted above presents the grant date fair value of equity awards granted in that year. We believe this supplemental table more accurately reflects the significant impact the company’s performance has had on Mr. Frisk’s compensation in past periods compared to the Summary Compensation Table presented above. We further believe this table provides important context to our stockholders regarding the total value delivered to Mr. Frisk each year.

Year  Salary
($)		  Bonus
($)		  Vesting of
Stock
Awards
($)(1)		  Exercise of
Option
Awards
($)		  Non-Equity
Incentive Plan
Compensation
($)		  All Other
Compensation
($)		  Total Actual
Compensation
Realized
($)		 
 2020   1,088,221   0   2,404,667   0   937,500   89,511   4,519,899 
 2019   1,000,000   0   3,056,698   0   960,000   42,446   5,059,144 
 2018   1,000,000   0   2,069,005   0   1,260,000   25,294   4,354,299 

(1)

Amounts are based on the closing price of our common stock on the date of vesting. The stock award values reflected above include the vesting of a combination of time based and performance based restricted stock units granted in prior years and the exercises of stock options granted in prior years (none were exercised). This differs from “Total” compensation as set forth in the Summary Compensation Table, which as noted above presents the grant date fair value of equity awards granted in that year. We believe this supplemental table more accurately reflects the significant impact the company’s performance has had on Mr. Plank’s compensation in past periods as compared to the Summary Compensation Table presented above. We further believe this table provides important context to our stockholders regarding the total value delivered to Mr. Plank each year.units.

Year

 

Salary

($)

 

 

Bonus

($)

 

 

Vesting of

Stock

Awards

($)(1)

 

 

Exercise Of

Option

Awards

($)(2)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

All Other

Compensation

($)

 

 

Total Actual

Compensation

Realized ($)

 

2019

 

 

26,000

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

1,920,000

 

 

 

8,169

 

 

 

1,954,169

 

2018

 

 

26,000

 

 

 

0

 

 

 

844,984

 

 

 

0

 

 

 

2,520,000

 

 

 

10,629

 

 

 

3,401,613

 

2017

 

 

26,000

 

 

 

0

 

 

 

2,165,076

 

 

 

0

 

 

 

0

 

 

 

8,341

 

 

 

2,199,417

 

 

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(1)

Amounts based on the closing price of our common stock on the date of vesting. Mr. Plank’s 2017 stock award value includes the vesting in February 2017 of performance based restricted stock units granted in 2013 and 2014 and the 2018 stock award value includes the vesting of performance based restricted stock units granted in 2014.  In 2019, Mr. Plank did not have a vesting of stock awards or exercise any options. Since February 2015, Mr. Plank’s equity compensation has been in the form of stock options, none of which he has exercised.

(2)

As of December 31, 2019, Mr. Plank owned 489,143 vested but unexercised stock options.

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Grants of Plan-Based Awards for 2019

The following table contains information concerning: (1) possible payments to the named executive officers under our 2019 annual cash incentive plan approved by the Compensation Committee in 2019; and (2) estimated equity award payouts to the named executive officers in 2019

Grants of Plan-Based Awards for 2020

The following table contains information concerning: (1) possible payments to the named executive officers under our 2020 annual cash incentive plan approved by the Human Capital and Compensation Committee in 2020; and (2) estimated equity award payouts to the named executive officers in 2020 under our Third Amended and Restated 2005 Omnibus Long-Term Incentive Plan (the “2005 Plan”). All equity awards included in the table below were for shares of our Class C common stock.

Name and

Principal Position

 Grant
Date		  Estimated Possible
Payouts Under Non-Equity
Incentive Plan Awards
(1)		  All Other
Stock Awards:
Number of
Shares of
Stock or
Units
(#)(2)		  All Other
Option Awards:
Number of
Securities
Underlying
Options
(#)(2)		  Exercise
or Base
Price of
Option Award
($/Sh)		  Grant Date
Fair
Value of
Stock and
Option
Awards
($)		 
 Threshold
($)		  Target
($)		  Maximum
($)		 

Patrik Frisk

   468,750   937,500      

President and Chief Executive Officer

  2/13/20      231,329     3,500,000 
  5/27/20      205,641     1,750,000 

Kevin Plank

   500,000   1,000,000      

Executive Chairman and Brand Chief

  2/13/20       302,572   15.13   2,000,000 

David Bergman

   126,842   253,683      

Chief Financial Officer

  2/13/20      41,309     625,000 
  5/27/20      36,722     312,500 

Colin Browne

   128,368   256,753      

Chief Operating Officer

  2/13/20      41,309     625,000 
  5/27/20      36,722     312,500 

Stephanie Pugliese

   131,250   262,500      

President of the Americas

  2/13/20      41,309     625,000 
  5/27/20      36,722     312,500 

(1)

As more fully described in the “Compensation Discussion and Analysis” above, executives were eligible for a possible cash award for 2020 pursuant to our annual cash incentive plan based primarily on corporate performance. The threshold and target amounts in the table reflect the possible incentive awards based on corporate performance. There was no maximum or “stretch” opportunity in connection with the 2020 annual cash incentive awards. For 2020, we achieved the target award amount. The target incentive award for Mr. Plank was $1.0 million; the target incentive award for Mr. Frisk was 75% of his base salary; and for the other named executives, the target incentive award was 37.5% of their base salaries. The threshold incentive award was 50% of the target award amount.

(2)

As described above, during the last several years, time based restricted stock unit awards have represented 50% of the annual equity awards granted to our named executive officer, with the remaining 50% being granted in the form of performance based restricted stock units. The committee approved the grant of time based restricted stock unit awards in February 2020 consistent with our past practices. However, due to a variety of factors discussed above in the “Compensation Discussion and Analysis—Compensation Decision-Making Process—Human Capital and Compensation Committee review process,” upon management’s recommendation, the committee deferred approval of the portion of the annual equity awards that historically took the form of performance based restricted stock units. In May 2020, the committee approved additional time based restricted stock units in place of performance based restricted stock units, with a reduced grant date fair value relative to past practices. With respect to Mr. Plank, he received a time based stock option award in February 2020, but upon his request did not receive a further grant of time based stock options in May 2020. All of the time based restricted stock unit and stock option awards vest (or become exercisable) in four equal annual installments beginning in February 2021 and are subject to continued employment. All of the awards vest sooner upon death or disability or upon an involuntary termination following a change in control of Under Armour. Dividend equivalents are not paid on restricted stock units or stock options.

Employment Agreements

We have no employment agreements with any of our named executive officers.

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Outstanding Equity Awards at 2020 Fiscal Year-End

The following table contains information concerning unexercised stock options and restricted stock units that were not vested for the named executive officers as of December 31, 2020. All awards represent shares of our Class C stock, except as otherwise noted.

     Option Awards  Stock Awards 

Name

 Grant
Date		  Number
of
securities
underlying
unexercised
options
exercisable
(#)(1)(2)		  Number
of
securities
underlying
unexercised
options
unexercisable
(#)(2)		  Equity
incentive
plan
awards:
number of
securities
underlying
unexercised
unearned
options
(#)(3)		  Option
exercise
price
($)		  Option
expiration
date		  Number
of shares
or
units of
stock
that have
not
vested
(#)(4)		  Market
value
of
shares
or
units of
stock
that
have
not
vested
($)(5)		  Equity
incentive
plan
awards:
number
of
unearned
shares,
units or
other
rights
that
have not
vested
(#)(6)		  Equity
incentive
plan
awards:
market
or
payout
value of
unearned
shares,
units or
other
rights
that
have not
vested
($)(5)		 

Patrik Frisk

  7/10/2017        209,096   3,111,348   
  2/20/2018        64,893   965,608   
  2/20/2018        64,893   965,608   
  2/19/2019        77,360   1,151,117   25,787   383,710 
  2/13/2020        231,329   3,442,176   
  5/27/2020        205,641   3,059,938   

Kevin Plank

  2/17/2015   110,621   0   0   36.71   2/16/2025     
  2/17/2015   111,404   0   0   35.94   2/16/2025     
  2/10/2017   183,600   61,199   0   19.04   2/9/2027     
  2/20/2018   289,436   289,436   0   15.41   2/19/2028     
  2/19/2019   57,471   172,415   57,472   19.39   2/18/2029     
  2/13/2020    302,572    15.13   2/10/2030     

David Bergman

  2/10/2017        4,924   73,269   
  2/14/2017        15,456   229,985   
  2/20/2018        24,335   362,105   
  2/20/2018        24,335   362,105   
  2/19/2019        24,176   359,739   8,059   119,918 
  2/13/2020        41,309   614,678   
  5/27/2020        36,722   546,423   

Colin Browne

  2/10/2017        4,924   73,269   
  2/14/2017        10,304   153,324   
  2/20/2018        24,335   362,105   
  2/20/2018        24,335   362,105   
  2/19/2019        24,176   359,739   8,059   119,918 
  2/19/2019        38,680   575,558   
  2/13/2020        41,309   614,678   
  5/27/2020        36,722   546,423   

Stephanie Pugliese

  11/7/2019        38,869   578,371   
  2/13/2020        41,309   614,678   
  5/27/2020        36,722   546,423   

(1)

The stock options granted on February 17, 2015 with the exercise price of $36.71 represent shares of our Class A Stock. Equity awards granted prior to April 2016 were for shares of our Class A stock. In April 2016, in connection with our recapitalization we paid a dividend to stockholders of record of one share of our Class C Stock for each share of Class A Stock and Class B Stock outstanding (the “Class C Dividend”) and any equity awards granted thereafter were for shares of our Class C common stock.

 

 

 

 

Estimated Possible

Payouts Under

Non-Equity

Incentive Plan

Awards(1)

 

 

Estimated Future

Payouts Under

Equity Incentive Plan

Awards(2)

 

 

All Other

Stock

Awards:

Number of

Shares of

Stock or

Units

(#)(3)

 

 

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)(4)

 

 

Exercise

or Base

Price of

Option

Award

($/Sh)

 

 

Grant

Date Fair

Value of

Stock

and

Option

Awards

($)(5)

 

Name and Principal Position

 

Grant

Date

 

Threshold

($)

 

 

Target

($)

 

 

Maximum

($)

 

 

Target

(#)

 

 

 

 

 

 

 

 

 

 

 

 

 

Kevin Plank

 

 

 

 

1,000,000

 

 

 

2,000,000

 

 

 

4,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chairman of the Board

 

02/19/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

229,886

 

 

 

 

 

 

 

 

 

 

 

19.39

 

 

 

2,000,000

 

and Chief Executive Officer

 

02/19/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

229,886

 

 

 

19.39

 

 

 

2,000,000

 

David Bergman

 

 

 

 

243,750

 

 

 

487,500

 

 

 

975,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chief Financial Officer

 

02/19/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

625,000

 

 

 

02/19/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,234

 

 

 

 

 

 

 

 

 

 

 

625,000

 

Colin Browne

 

 

 

 

217,610

 

 

 

435,221

 

 

 

870,442

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chief Supply Chain Officer

 

02/19/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

625,000

 

 

 

02/19/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,234

 

 

 

 

 

 

 

 

 

 

 

625,000

 

 

 

02/19/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

51,573

 

 

 

 

 

 

 

 

 

 

 

1,000,000

 

Patrik Frisk

 

 

 

 

500,000

 

 

 

1,000,000

 

 

 

2,000,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

President

 

02/19/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

103,146

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,000,000

 

and Chief Operating Officer

 

02/19/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

103,146

 

 

 

 

 

 

 

 

 

 

 

2,000,000

 

Tchernavia Rocker

 

 

 

 

201,825

 

 

 

403,650

 

 

 

807,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chief People

 

02/19/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

625,000

 

and Culture Officer

 

02/19/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,234

 

 

 

 

 

 

 

 

 

 

 

625,000

 

 

 

02/19/19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,894

 

 

 

 

 

 

 

 

 

 

 

250,000

 

(1)

As more fully described in the “Compensation Discussion and Analysis” above, executives were eligibleStock. In accordance with the terms of the 2005 Plan, awards outstanding under the 2005 Plan for a possible cash award for 2019 pursuant to our annual cash incentive plan based primarily on corporate performance. The threshold, target and maximum amounts in the table reflect the possible incentive awards based on corporate performance. For 2019, we achieved slightly below the target amount. The target incentive award for Mr. Plank was $2.0 million; the target incentive award for Mr. Frisk was 100% of his base salary; and for the other named executives, the target incentive award was 75% of their base salaries. The threshold and stretch awards were approximately 50% and 200% of the target award amount, respectively.

(2)

These performance based restricted stock unit and stock option awards vest based on our company achieving certain combined net revenue and adjusted operating income targets for 2019 and 2020. The number of potential shares eligible to vest ranged from 25% of the target amount to 200% of the target amount depending on performance. Upon achievement of the performance requirements and subject to continued employment, the award amount earned vests in three equal annual installments beginning in February 2021. If the threshold level is not achieved, the awards will be forfeited. All of the shares and options vest sooner upon death or disability or upon an involuntary termination following a change in control of Under Armour. Dividend equivalents are not paid on performance based restricted stock or stock options. With respect to the number of shares reflected in the table, Mr. Plank was granted performance based stock options and the other named executive officers were granted performance based restricted stock unit awards.  As discussed above under “—Equity Awards—Annual Equity Awards for 2019”, we currently expect these awards to vest below the target level.

(3)

As described above in the “—Equity Awards—Annual Equity Awards for 2019,” the time based restricted stock unit awards represent 50% of the annual 2019 equity awards granted to each named executive officer. All of the annual awards vest in four equal annual installments beginning in February 2020. Mr. Browne and Ms. Rocker were also granted an additional time based restricted stock unit award, with Mr. Browne’s vesting in four equal annual installments beginning in February 2020, and Ms. Rocker’s vesting in two equal annual installments beginning in February 2020.  All time based restricted stock unit awards are subject to continued employment, and all of the awards vest sooner upon death or disability or upon an involuntary termination following a change in control of Under Armour. Dividend equivalents are not paid on restricted stock units.

(4)

As described above in the “—Equity Awards—Annual Equity Awards for 2019,” Mr. Plank also received a time based stock option award, which represented 50% of the annual 2019 equity awards granted to him. This award vests and becomes exercisable in four equal annual installments beginning in February 2020, subject to continued employment, and all of the options vest sooner upon death or disability or upon an involuntary termination following a change in control of Under Armour. Dividend equivalents are not paid on stock options.

(5)

See Note (2) to the “2019 Summary Compensation Table” above for further information on the value and other terms of the performance based restricted stock units and performance based stock options granted in 2019.

Employment Agreement

We have no employment agreements with any of our named executive officers.

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Table of Contents

Outstanding Equity Awards at 2019 Fiscal Year-End

The following table contains information concerning unexercised stock options and restricted stock units that were not vested for the named executive officers as of December 31, 2019. All awards represent shares of our Class C stock, except as otherwise noted.

 

 

 

 

Option Awards

 

Stock Awards

 

Name

 

Grant

Date

 

Number

of

securities

underlying

unexercised

options

exercisable

(#)(1)(2)

 

 

Number

of

securities

underlying

unexercised

options

unexercisable

(#)(2)

 

 

Equity

incentive

plan

awards:

number of

securities

underlying

unexercised

unearned

options

(#)(3)

 

 

Option

exercise

price

($)

 

 

Option

expiration date

 

Number

of shares

or

units of

stock

that have

not

vested

(#)(4)

 

 

Market

value

of

shares

or

units of

stock

that

have not

vested

($)(5)

 

 

Equity

incentive

plan

awards:

number

of

unearned

shares,

units or

other

rights

that

have not

vested

(#)(6)

 

 

Equity

incentive

plan

awards:

market

or

payout

value of

unearned

shares,

units or

other

rights

that

have not

vested

($)(5)

 

Kevin Plank

 

2/17/2015

 

 

110,621

 

 

 

0

 

 

 

0

 

 

 

36.71

 

 

2/16/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/17/2015

 

 

111,404

 

 

 

0

 

 

 

0

 

 

 

35.94

 

 

2/16/2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/10/2017

 

 

122,400

 

 

 

122,399

 

 

 

0

 

 

 

19.04

 

 

2/9/2027

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/20/2018

 

 

144,718

 

 

 

434,154

 

 

 

0

 

 

 

15.41

 

 

2/19/2028

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2/19/2019

 

 

0

 

 

 

229,886

 

 

 

57,472

 

 

 

19.39

 

 

2/18/2029

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David Bergman

 

8/2/2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8,723

 

 

 

167,307

 

 

 

 

 

 

 

 

 

 

 

2/10/2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,848

 

 

 

188,885

 

 

 

 

 

 

 

 

 

 

 

2/14/2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,912

 

 

 

592,892

 

 

 

 

 

 

 

 

 

 

 

2/20/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36,503

 

 

 

700,128

 

 

 

 

 

 

 

 

 

 

 

2/20/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36,503

 

 

 

700,128

 

 

 

 

 

 

 

 

 

 

 

2/19/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,234

 

 

 

618,248

 

 

 

8,059

 

 

 

154,562

 

Colin Browne

 

11/1/2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,601

 

 

 

375,947

 

 

 

 

 

 

 

 

 

 

 

2/10/2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,848

 

 

 

188,885

 

 

 

 

 

 

 

 

 

 

 

2/14/2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,608

 

 

 

395,261

 

 

 

 

 

 

 

 

 

 

 

2/20/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36,503

 

 

 

700,128

 

 

 

 

 

 

 

 

 

 

 

2/20/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36,503

 

 

 

700,128

 

 

 

 

 

 

 

 

 

 

 

2/19/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,234

 

 

 

618,248

 

 

 

8,059

 

 

 

154,562

 

 

 

2/19/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

51,573

 

 

 

989,170

 

 

 

 

 

 

 

 

 

Patrik Frisk

 

7/10/2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

313,644

 

 

 

6,015,692

 

 

 

 

 

 

 

 

 

 

 

2/20/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

97,340

 

 

 

1,866,981

 

 

 

 

 

 

 

 

 

 

 

2/20/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

97,340

 

 

 

1,866,981

 

 

 

 

 

 

 

 

 

 

 

2/19/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

103,146

 

 

 

1,978,340

 

 

 

25,787

 

 

 

494,585

 

Tchernavia Rocker

 

2/19/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,234

 

 

 

618,248

 

 

 

 

 

 

 

 

 

 

 

2/19/2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,894

 

 

 

247,307

 

 

 

8,059

 

 

 

154,562

 

(1)

The stock options granted on February 17, 2015 with the exercise price of $36.71 represent shares of our Class A Stock.  Equity awards granted prior to April 2016 were for shares of our Class A stock. In April 2016, in connection with our recapitalization we paid a dividend to stockholders of record of one share of our Class C Stock for each share of Class A Stock and Class B Stock outstanding (the “Class C Dividend”) and any equity awards granted thereafter were for shares of our Class C Stock. In accordance with the terms of the 2005 Plan, awards outstanding under the 2005 Plan for shares of our Class A Stock in April 2016 were adjusted on a one-for-one basis to provide for the issuance of an equal number of our Class C Stock. Following this adjustment, in June 2016 we paid a dividend to holders of our Class C Stock in the form of additional shares of Class C Stock (the “Adjustment Payment Dividend”). Pursuant to the 2005 Plan, awards outstanding under the 2005 Plan for shares of our Class C Stock were adjusted in accordance with the distribution ratio for the dividend. Accordingly, the equity awards granted February 17, 2015 in the table above reflect these adjustments.

(2)

Awards in this column include both time based stock options and performance based stock options for which the performance conditions have been satisfied. The stock option award granted in 2017 becomes exercisable in one remaining installment in this column include both time based stock options and performance based stock options for which the performance conditions have been satisfied. The stock option award granted in 2017 becomes exercisable in two remaining installments in 2020 and 2021. The stock option award granted in 2018 becomes exercisable in two remaining installments in 2021 and 2022. The stock option award granted in 2019 becomes exercisable in three remaining installments in 2020, 2021 and 2022. The stock option awards granted in 2019 become exercisable in four equal annual installments in 2020, 2021, 2022 and 2023. The stock option award granted in 2020 becomes exercisable in four equal annual installments in 2022, 2023, 2024 and 2025. All of the unexercisable options are subject to continued employment and become exercisable sooner upon death or disability or, in certain circumstances, following a change in control of Under Armour.

(3)

Awards in this column include performance based stock options for which the performance conditions were not yet satisfied as of December 31, 2019. See Note (2) to the “2019 Summary Compensation Table” above for the performance based vesting terms of these options granted in 2019. The number of options shown in this column as being granted on February 19, 2019 reflect the threshold number of options that could vest under these performance based awards.
(3)

Awards in this column include performance based stock options for which the performance conditions were not yet satisfied as of December 31, 2020. The number of options shown in this column granted on February 19, 2019 reflects the threshold number of options that could vest under the award (25% of target). However, in February 2021, our Human Capital and Compensation Committee certified that these stock option awards have been forfeited in full. See “Compensation Discussion and Analysis—Equity Awards—Forfeiture of 2019 Performance Based Equity Awards.”

(4)

Awards in this column include both time based restricted stock units and performance based restricted stock units for which the performance conditions have been satisfied. Set forth below is a schedule of the vesting related to each grant date for the restricted stock units identified in this column. Vesting is subject to continued

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the vesting related to each grant date for the restricted stock units identified in this column. Vesting is subject to continued employment. All of the restricted stock units in this column vest sooner upon death or disability or, in certain circumstances, following a change in control of Under Armour.

Grant Date

Vesting Schedule

8/2/2016

These time based restricted stock units vest in two remaining equal annual installments beginning August 2020.

11/1/2016

These time based restricted stock units vest in one remaining equal annual installment November 2020.

7/10/2017

These time based restricted stock units vest in three remaining equal annual installments beginning in August 2020.

2/10/2017

These time based restricted stock units vest in two remaining equal annual installments beginning in February 2020.

2/14/2017

These time based restricted stock units vest in two remaining equal annual installments beginning in February 2020.

2/20/2018

These time based restricted stock units and performance based restricted stock units (which were earned in full) vest in three remaining equal annual installments beginning in February 2020.

2/19/2019

These time based restricted stock units vest in four equal annual installments beginning in February 2020.

(5)

Based on $19.18 per share (the closing price of our Class C Stock on December 31, 2019).

(6)

Awards in this column include performance based restricted stock units for which the performance conditions have not yet been satisfied as of December 31, 2019. The number of restricted stock units shown for 2019 are the threshold number of shares that could vest under the award (25% of target).  As discussed above under “—Equity Awards—Annual Equity Awards for 2019”, we currently expect these awards to vest below the target level.

Option Exercises and Stock Vested in 2019

The table below sets forth information concerning the exercise of stock options and vesting of restricted stock units for each named executive officer during 2019.

 

 

Option Awards

 

 

Stock Awards

 

Name

 

Number of Shares

Acquired on Exercise (#)

 

 

Value Realized on

Exercise ($)

 

 

Number of Shares

Acquired on Vesting (#)

 

 

Value Realized

on Vesting

($)(1)

 

Kevin Plank

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

David Bergman

 

 

0

 

 

 

0

 

 

 

51,830

 

 

 

1,015,709

 

Colin Browne

 

 

0

 

 

 

0

 

 

 

59,162

 

 

 

1,087,512

 

Patrik Frisk

 

 

0

 

 

 

0

 

 

 

169,440

 

 

 

3,056,698

 

Tchernavia Rocker

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

(1)

Value realized is calculated by multiplying the number of shares vested by the closing price our stock on the date of vesting.

Nonqualified Deferred Compensation for 2019

This table below sets forth information concerning our deferred compensation plan for each named executive officer during 2019.

Name

 

Executive

Contributions in

2019 ($)

 

 

Registrant

Contributions in

2019 ($)

 

 

Aggregate

Earnings in

2019 ($)

 

 

Aggregate

Withdrawals/

Distributions ($)

 

 

Aggregate

Balance at

12/31/2019 ($)

 

Kevin Plank

 

 

0

 

 

 

0

 

 

 

421,006

 

 

 

0

 

 

 

2,134,903

 

David Bergman

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Colin Browne

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Patrik Frisk

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Tchernavia Rocker

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

The Compensation Committee administers the plan. The plan allows a select group of management or highly compensated employees as approved by the committee to make annual base salary and annual incentive award deferrals.

Participating employees may elect to defer from 5% to 75% of their annual base salary and 5% to 90% of their annual incentive award. They generally must make salary deferral elections for a given year by December 31st of the prior year, and incentive award deferral elections for a given year by June 30th of the year for which incentive awards are earned. For example, to defer any 2019 incentive award that might be payable in early 2020, employees must have made an election by June 30, 2019. Deferral elections cannot be changed or revoked except in very limited hardship circumstances as permitted under applicable law. Employees immediately vest in all amounts credited to their accounts.

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The plan includes a “make whole” feature for employees who, due to participation in the plan, receive a reduction in the matching contribution under our 401(k) plan. A reduction occurs under the 401(k) plan because of the rule that prohibits the 401(k) plan from recognizing deferrals to a non-qualified plan, such as our deferred compensation plan, in the 401(k) plan’s definition of compensation for matching contribution purposes. Under the plan feature, any amount that, because of these rules, cannot be contributed as a matching contribution to the 401(k) plan will be contributed instead to the deferred compensation plan for those participants employed on the last day of the year. We make no other contributions to the plan.

We credit the deferred compensation accounts with earnings or losses based on the performance of one or more money market or mutual funds selected by the employee from several investment options offered under the plan. Employees may change their investment elections daily. We contribute to a grantor trust in order to provide us with a source of funds for the benefits payable to participants under the plan. The assets in the trust are available to provide benefits under the plan unless Under Armour is bankrupt or insolvent.

The timing of distributions is based on elections made by the employees at the time of the initial deferral election. Employees can generally elect to receive a distribution from the plan at least three years after the year in which the deferral amount is actually deferred. Employees may elect to postpone the distribution date for a minimum of five years if they do so at least one year before the previously specified date (a “re-election deferral”). Employees may elect to receive a distribution upon retirement in a lump sum or in annual installments over a period of two to ten years, as selected by the employee at the time of deferral. If an employee leaves the company, we pay distributions in a lump sum six months following termination of employment, or employees can elect annual installments over a period of two to ten years, with the ability to execute a re-election deferral. If an employee dies, we pay a distribution in a lump sum to the employee’s beneficiary. Employees may not otherwise withdraw amounts from the plan except in the case of an unforeseeable financial emergency as defined in the plan.

Retirement Plans

We have no defined benefit pension plans or supplemental retirement plans for executives.

Potential Payments Upon Termination of Employment or Change in Control

The table provides an estimate of the payments and benefits that would be paid to our named executive officers in connection with any termination of employment or upon a change in control of Under Armour. The payments are calculated assuming the termination of employment or change in control occurred on December 31, 2019. All of our named executive officers, with the exception of Mr. Plank, are subject to a change in control severance agreement.  

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Grant DateVesting Schedule

In February 2020, our Compensation Committee approved a new severance policy for senior management, pursuant to which eligible employees would be entitled to receive certain payments in connection with any termination without cause.  7/10/2017

These amounts include a lump sum payment of one-year of annual base salary, a pro-rated annual cash incentive award and in certain cases the continuation of certain benefits for a one-year period.  Mr. Plank is not subject to this policy, and Mr. Frisk has previously negotiated severance provisions that remain in place and are described below. This policy was not in effect as of December 31, 2019, and therefore the table below does not include any of these amounts for our other named executive officers.

The definitions of “change in control”, “cause” and “good reason” and descriptions of the payments and benefits appear after the table. The table does not include amounts deferred under our deferred compensation plan. For a description of the distributions made under this plan upon termination of employment, see “Nonqualified Deferred Compensation for 2019” above.


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Name

 

Cash Severance

($)

 

 

Benefits

($)

 

 

Vesting of Equity Awards

($)

 

 

Total

($)

 

Kevin Plank

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change In Control Related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

● Without Cause or Good Reason

 

 

 

 

 

 

 

 

 

 

1,653,896

 

 

 

1,653,896

 

Non-Change in Control Related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

● Death

 

 

 

 

 

 

 

 

 

 

1,653,896

 

 

 

1,653,896

 

● Disability

 

 

 

 

 

 

 

 

 

 

1,653,896

 

 

 

1,653,896

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dave Bergman

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change In Control Related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

● Without Cause or Good Reason

 

 

1,625,000

 

 

 

23,903

 

 

 

3,585,835

 

 

 

5,234,738

 

● Any Other Reason

 

 

487,500

 

 

 

 

 

 

 

 

 

 

 

487,500

 

Non-Change in Control Related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

● Any Reason with Under Armour Enforcing a Non-Compete

 

 

390,000

 

 

 

 

 

 

 

 

 

 

 

390,000

 

● Death

 

 

 

 

 

 

 

 

 

 

3,585,835

 

 

 

3,585,835

 

● Disability

 

 

 

 

 

 

 

 

 

 

3,585,835

 

 

 

3,585,835

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Colin Browne

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change In Control Related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

● Without Cause or Good Reason

 

 

1,450,735

 

 

 

26,147

 

 

 

4,586,015

 

 

 

6,062,897

 

● Any Other Reason

 

 

435,221

 

 

 

 

 

 

 

 

 

 

 

435,221

 

Non-Change in Control Related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

● Any Reason with Under Armour Enforcing a Non-Compete

 

 

348,176

 

 

 

 

 

 

 

 

 

 

 

348,176

 

● Death

 

 

 

 

 

 

 

 

 

 

4,586,015

 

 

 

4,586,015

 

● Disability

 

 

 

 

 

 

 

 

 

 

4,586,015

 

 

 

4,586,015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Patrik Frisk

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change In Control Related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

● Without Cause or Good Reason

 

 

3,000,000

 

 

 

33,851

 

 

 

13,706,335

 

 

 

16,740,186

 

● Any Other Reason

 

 

1,000,000

 

 

 

 

 

 

 

 

 

 

 

1,000,000

 

Non-Change in Control Related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

● Without Cause or Good Reason

 

 

2,000,000

 

 

 

33,851

 

 

 

 

 

 

 

2,033,851

 

● Any Other Reason with Under Armour Enforcing a Non-Compete

 

 

600,000

 

 

 

 

 

 

 

 

 

 

 

600,000

 

● Death

 

 

 

 

 

 

 

 

 

 

13,706,335

 

 

 

13,706,335

 

● Disability

 

 

 

 

 

 

 

 

 

 

13,706,335

 

 

 

13,706,335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tchernavia Rocker

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change In Control Related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

● Without Cause or Good Reason

 

 

1,427,400

 

 

 

16,479

 

 

 

1,483,803

 

 

 

2,927,682

 

● Any Other Reason

 

 

403,650

 

 

 

 

 

 

 

 

 

 

 

403,650

 

Non-Change in Control Related

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

● Any Other Reason with Under Armour Enforcing a Non-Compete

 

 

351,000

 

 

 

 

 

 

 

 

 

 

 

351,000

 

● Death

 

 

 

 

 

 

 

 

 

 

1,483,803

 

 

 

1,483,803

 

● Disability

 

 

 

 

 

 

 

 

 

 

1,483,803

 

 

 

1,483,803

 

Definitions

In the change in control severance agreements and for the equity awards, the term “change in control” is generally defined as:

any person or entity becomes the beneficial owner, directly or indirectly, of securities of Under Armour representing 50% or more of the total voting power represented by Under Armour’s then-outstanding voting securities, except for acquisitions by an Under Armour employee benefit plan or by Mr. Plank or his immediate family members;

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•

a change in the composition of our Board occurring within a two-year period, as a result of which fewer than a majority of the directors are incumbent directors;

the consummation of a merger or consolidation of Under Armour with any other corporation, other than a merger or consolidation where our stockholders continue to have at least 50% of the total voting power in substantially the same proportion as prior to such merger or consolidation or where our directors continue to represent at least 50% of the directors of the surviving entity; or

the consummation of the sale or disposition by us of all or substantially all of our assets.

In the change in control severance agreements and for the equity awards, the term “cause” is generally defined as:

material misconduct or neglect in the performance of duties;

any felony, an offense punishable by imprisonment, any offense involving material dishonesty, fraud, moral turpitude or immoral conduct, or any crime of sufficient importance to potentially discredit or adversely affect our ability to conduct our business;

material breach of our code of conduct;

any act that results in severe harm to us, excluding any act in good faith reasonably believed to be in our best interests; or

material breach of the agreement and the related confidentiality, non-competition and non-solicitation agreement.

In the change in control severance agreements and for the equity awards, the term “good reason” is generally defined as:

a diminishment in the scope of duties or responsibilities;

a reduction in base salary, bonus opportunity or a material reduction in the aggregate benefits or perquisites;

relocation more than 50 miles from the executive’s primary place of business, or a significant increase in required travel;

a failure by any successor to Under Armour to assume the change in control severance agreement; or

a material breach by us of any of the terms of the change in control severance agreement.

Benefits and Payments

Upon a Change in Control

Alltime based restricted stock units and stock options require a double trigger for vestingvest in connection with a change of control. Double-trigger vesting requires both a change of control and a termination of the award holder’s employment without Cause or resignation by the executive for Good Reasontwo remaining equal annual installments beginning in connection with that change of control for the vesting of unvested equity awards to accelerate. For any performanceAugust 2021.

2/10/2017

These time based restricted stock unit or performanceunits vest in one remaining installment in February 2021.

2/14/2017

These time based stock option awards for which the performance period is not complete, the number of shares or options at the target level of performance would be accelerated.

Upon termination of employment without Cause or by Executive for Good Reason in connection with a Change in Control

Under the change in control severance agreements, if the executive’s employment is terminated without Cause or by the executive for Good Reason in connection with a change in control, the executive would receive:

accrued but unpaid salary and vacation pay (no amounts assumed based on termination date of December 31, 2019);

a pro-rata bonus for the year in which the change in control occurs at the higher of the average bonus paid in the two years prior to termination of employment or the target bonus for the year of such termination of employment (assumed in this case to be target bonus);

a lump sum payment equal to the sum of (1) the annual base salary of the executive at the highest rate in effect during the twelve month period following the change in control and (2) the higher of the average bonus paid in the two years prior to termination of employment or the target bonus for the year of such termination of employment (assumed in this case to be target bonus); and

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•

for a period of up to one year after the date of termination, continuation of certain medical, life insurance and other welfare benefits unless the executive becomes eligible for another employer’s benefits that are substantially similar.

As a condition to the receipt of the lump sum payment and the continuation of benefits described above, the executive will be required to sign or reconfirm a confidentiality agreement and a one-year non-competition and non-solicitation agreement and execute a general release of claims against Under Armour and its affiliates.

Upon termination of employment for any other reason in connection with a Change in Control

Under the change in control severance agreements, if the executive’s employment is terminated for any other reason, other than Cause or for Good Reason, the executive is entitled to:

accrued but unpaid salary and vacation pay (no amounts assumed based on termination date of December 31, 2019); and

a pro-rata bonus for the year in which the change in control occurs (assumed in this case to be the target bonus).

Termination of employment without cause or for good reason

Upon joining our company in July 2017, Mr. Frisk’s confidentiality, non-competition and non-solicitation agreement provided for certain payments upon the termination of his employment without cause or his resignation for good reason. In the event the company terminated his employment without cause or he resigned for good reason on December 31, 2019, pursuant to the terms of this agreement, Mr. Frisk would receive 24-months of his annual base salary, plus the continuation of medical benefits during the severance period. The definitions of “cause” and “good reason” in this agreement are materially consistent with the definition of those terms in our change in control severance agreements, as described above.

Termination of employment for any reason with Under Armour enforcing a non-compete

Executives generally may not compete for one year after termination of employment for any reason if we continue to pay 60% of their salary during this period.

Disability

All restricted stock units vest in one remaining installment in February 2021.

2/20/2018

These time based restricted stock units and performance based restricted stock units (except as described below) and stock options(which were earned in full) vest upon the executive’s disability. For performancein two remaining equal annual installments beginning in February 2021.

2/19/2019

These time based awards that are still subject to performance conditions, the target amount of the award is earned and immediately vests on date of termination.

The named executive officers are covered by a supplemental long-term disability insurance policy that provides an additional benefit beyond the standard benefit offered to employees generally (standard benefit is up to $10,000 monthly). If executives had become disabled, they would have received monthly supplemental disability insurance payments of $20,000 until age 65. Monthly disability payments are not included in the above table because they are paid under a disability insurance policy and not by us.

Death

All restricted stock units vest in three remaining equal annual installments beginning in February 2021.

2/13/2020

These time based restricted stock units vest in four equal annual installments beginning February 2021.

5/27/2020

These time based restricted stock units vest in four equal annual installments beginning February 2021.

(5)

Based on $14.88 per share (the closing price of our Class C Stock on December 31, 2020).

(6)

Awards in this column include performance based restricted stock units (except as described below) and stock options vest uponfor which the executive’s death. For performance based awards that are still subject to performance conditions the target amount of the award is earned and immediately vests on date of termination.

CEO Pay Ratio

Pursuant to SEC disclosure requirements, we are presenting the ratio of the annual total compensation for fiscal year 2019 of Mr. Plank, our Chief Executive Officer, to that of the median of the annual total compensation for all of our employees.

We first identified our median employee by examining the total cash compensation paid during our 2017 fiscal year to employees who were employed by us on October 1, 2017 (excluding Mr. Plank). This included our full-time, part-time and seasonal employees, subject to certain exceptions for employees in foreign jurisdictions as described below. We believe that total cash compensation reasonably reflects the annual compensation of our employee population, given the

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limited number of our employees that receive other forms of compensation (such as equity awards). We examined our internal payroll and similar records in order to determine total cash compensation paid to our employees included in our calculations. For employees in foreign jurisdictions, we converted amounts paid in foreign currencies to U.S. dollars using the exchange rates we utilized in connection with the preparation of our 2017 annual financial statements.

As of October 1, 2017, we had approximately 14,106 employees globally, with approximately 11,350 employees located in the United States and approximately 2,756 located outside the United States. The majority of our employees are comprised of retail salespersons and distribution facility employees. As previously disclosed, for purposes of determining our median employee, we excluded employees located in certain foreign jurisdictions representing approximately 4% of our total employee population, as permitted by the SEC’s disclosure rules.

Under the SEC’s rules regarding this disclosure, a company is required to identify its median employee only once every three years so long as during the last prior fiscal year there has been no change to its employee population or employee compensation arrangements that it reasonably believes would result in a significant change in its pay ratio disclosure. We have not experienced any such changes since identifying our median employee. However, the employee we identified as our median employee in 2017 did not serve as an employee in 2018 or 2019. In accordance with the SEC’s rules, in 2018 we identified another employee whose compensation is substantially similar to our original median employee based on total cash compensation.  This individual continued as an employee through 2019.

For calculating the ratio in 2019, we determined the following:

Part-Time U.S. Retail Employee: The total annual compensation for our estimated median employee, who worked on average less than 20 hours per week in one of our retail stores located in the United States, was $12,126.

Chief Executive Officer of Under Armour: The total annual compensation for Mr. Plank was $5,954,169.

Based on this information, for 2019 the ratio of the total annual compensation for Mr. Plank to our estimated median employee was approximately 491 to 1. We believe this ratio represents a reasonable estimate calculated in a manner consistent with the SEC’s disclosure requirements under Item 402(u) of Regulation S-K, which permit the use of estimates, assumptions and adjustments in connection with the identification of our median employee. Please note that due to the flexibility permitted by these rules in calculating this ratio, our ratio may not be comparable to CEO pay ratios presented by other companies.

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ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION

(PROPOSAL 2)

We provide stockholders with the opportunity to cast an annual advisory vote on executive compensation (commonly referred to as a “say on pay” proposal). This vote is on whether to approve the compensation of the named executive officers as disclosed in the “Executive Compensation” section of this Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and the related narrative.  For a discussion of the results of our “say on pay” proposal from our 2019 Annual Meeting of Stockholders, please see “Executive Compensation—Executive Summary—Advisory Vote to Approve Executive Compensation.”

While this advisory vote to approve executive compensation is non-binding, the Board and the Compensation Committee will review the voting results and seek to determine the cause or causes of any significant negative voting result. Voting results provide little detail by themselves, and we may consult directly with stockholders to better understand issues and concerns not previously presented. The Board and management understand that it is useful and appropriate to seek the views of stockholders when considering the design and implementation of executive compensation programs.

The Board of Directors asks you to consider the following statement: Do you approve our executive compensation as described in the “Executive Compensation” section of this Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures?

The approval of our executive compensation as described in the “Executive Compensation” section of this Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures, requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

The Board of Directors recommends that you vote “FOR” the approval of our executive compensation.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information concerning our equity compensation plans that authorize the issuance of shares of Class A and Class C Stock. The information is providedyet been satisfied as of December 31, 2019:

Plan Category

 

Class of

Common Stock

 

Number of

securities to

be issued upon

exercise of

outstanding options,

warrants and rights

(a)

 

 

Weighted-average

exercise price of

outstanding options,

warrants and rights

(b)

 

 

Number of securities

remaining available for future

issuance under equity

compensation plans

(excluding securities

reflected in column

(a)) (c)

 

Equity compensation plans approved by

     security holders

 

Class A

 

 

1,647,644

 

 

 

14.85

 

 

 

11,732,941

 

Equity compensation plans approved by

     security holders

 

Class C

 

 

10,450,611

 

 

 

16.96

 

 

 

29,864,112

 

Equity compensation plans not approved by

     security holders

 

Class A

 

 

111,427

 

 

 

—

 

 

 

—

 

Equity compensation plans not approved by

     security holders

 

Class C

 

 

112,215

 

 

 

—

 

 

 

—

 

2020. The number of securities to be issued upon exercise of outstanding options, warrants and rights issued under equity compensation plans approved by security holders includes 1,240,650 Class A and 9,814,414 Class C restricted stock units and deferred stock units issued to employees, non-employees and directorsshown for 2019 is the threshold number of Under Armour;shares that could vest under the award (25% of target). However, in February 2021, the committee certified that these restricted stock unitsunit awards have been forfeited in full. See “Compensation Discussion and deferred stock units are not included in the weighted average exercise price calculation above.Analysis—Equity Awards—Forfeiture of 2019 Performance Based Equity Awards.”

Option Exercises and Stock Vested in 2020

The table below sets forth information concerning the exercise of stock options and vesting of restricted stock units for each named executive officer during 2020.

   Option Awards   Stock Awards 

Name

  Number of Shares
Acquired on Exercise (#)		   Value Realized on
Exercise ($)		   Number of Shares
Acquired on Vesting (#)		   Value Realized
on Vesting
($)(1)		 

Patrik Frisk

   0    0    195,228    2,404,667 

Kevin Plank

   0    0    0    0 

David Bergman

   0    0    57,136    857,234 

Colin Browne

   0    0    80,116    1,192,710 

Stephanie Pugliese

   0    0    38,868    511,114 

(1)

Value realized is calculated by multiplying the number of securities remaining available for future issuanceshares vested by the closing price our stock on the date of vesting.

Nonqualified Deferred Compensation for 2020

The table below sets forth information concerning our deferred compensation plan for each named executive officer during 2020.

Name

  Executive
Contributions in
2020 ($)		   Registrant
Contributions in
2020 ($)		   Aggregate
Earnings in
2020 ($)		   Aggregate
Withdrawals/
Distributions ($)		   Aggregate
Balance at
12/31/2020 ($)		 

Patrik Frisk

   0    0    0    0    0 

Kevin Plank

   0    0    69,333    0    2,579,758 

David Bergman

   0    0    0    0    0 

Colin Browne

   0    0    0    0    0 

Stephanie Pugliese

   0    0    0    0    0 

The Human Capital and Compensation Committee administers the plan. The plan allows a select group of management or highly compensated employees as approved by the committee to make annual base salary and annual incentive award deferrals.

Participating employees may elect to defer from 5% to 75% of their annual base salary and 5% to 90% of their annual incentive award. They generally must make salary deferral elections for a given year by December 31st of the prior year, and incentive award deferral elections for a given year by June 30th of the year for which incentive awards are earned. For example, to defer any 2020 incentive award that might be payable in early 2021, employees must have made an election by June 30, 2020. Deferral elections cannot be changed or revoked except in very limited hardship circumstances as permitted under applicable law. Employees immediately vest in all amounts credited to their accounts.

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The plan includes a “make whole” feature for employees who, due to participation in the plan, receive a reduction in the matching contribution under our 401(k) plan. A reduction occurs under the 401(k) plan because of the rule that prohibits the 401(k) plan from recognizing deferrals to a non-qualified plan, such as our deferred compensation plan, in the 401(k) plan’s definition of compensation for matching contribution purposes. Under the plan feature, any amount that, because of these rules, cannot be contributed as a matching contribution to the 401(k) plan will be contributed instead to the deferred compensation plan for those participants employed on the last day of the year. We make no other contributions to the plan.

We credit the deferred compensation accounts with earnings or losses based on the performance of one or more money market or mutual funds selected by the employee from several investment options offered under the plan. Employees may change their investment elections daily. We contribute to a grantor trust to provide us with a source of funds for the benefits payable to participants under the plan. The trust assets are available to provide benefits under the plan unless Under Armour is bankrupt or insolvent.

The timing of distributions is based on elections made by the employees at the time of the initial deferral election. Employees can generally elect to receive a distribution from the plan at least three years after the year in which the deferral amount is actually deferred. Employees may elect to postpone the distribution date for a minimum of five years if they do so at least one year before the previously specified date (a “re-election deferral”). Employees may elect to receive a distribution upon retirement in a lump sum or in annual installments over a period of two to ten years, as selected by the employee at the time of deferral. If an employee leaves the company, we pay distributions in a lump sum six months following termination of employment, or employees can elect annual installments over a period of two to ten years, with the ability to execute a re-election deferral. If an employee dies, we pay a distribution in a lump sum to the employee’s beneficiary. Employees may not otherwise withdraw amounts from the plan except in the case of an unforeseeable financial emergency as defined in the plan.

Retirement Plans

We have no defined benefit pension plans or supplemental retirement plans for executives.

Potential Payments Upon Termination of Employment or Change in Control

The table provides an estimate of the payments and benefits that would be paid to our named executive officers in connection with any termination of employment or upon a change in control of Under Armour. The payments are calculated assuming the termination of employment or change in control occurred on December 31, 2020. All of our named executive officers, except for Mr. Plank, are subject to a change in control severance agreement.

The definitions of “change in control,” “cause” and “good reason” and descriptions of the payments and benefits appear after the table. The table does not include amounts deferred under our deferred compensation plan. For a description of the distributions made under this plan upon termination of employment, see “Nonqualified Deferred Compensation for 2020” above.

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Name

  Cash
Severance
($)		   Benefits
($)		   Vesting of
Equity
Awards
($)		   Total
($)		 

Patrik Frisk

        

Change In Control Related

        

•   Without Cause or Good Reason

   5,000,000    101,779    11,119,259    16,221,038 

•   Any Other Reason

   1,875,000        1,875,000 

Non-Change in Control Related

        

•   Without Cause or Good Reason

   1,250,000    16,966      1,266,966 

•   Any Other Reason with Under Armour Enforcing a Non-Compete

   750,000        750,000 

•   Death

       11,119,259    11,119,259 

•   Disability

       11,119,259    11,119,259 

Kevin Plank(1)

        

Change In Control Related

        

•   Without Cause or Good Reason

       —    — 

Non-Change in Control Related

        

•   Death

       —    — 

•   Disability

       —    — 

David Bergman

        

Change In Control Related

        

•   Without Cause or Good Reason

   1,712,500    68,835    3,092,838    4,874,173 

•   Any Other Reason

   513,750        513,750 

Non-Change in Control Related

        

•   Without Cause

   1,002,104    16,605      1,018,709 

•   Any Other Reason with Under Armour Enforcing a Non-Compete

   411,000        411,000 

•   Death

       3,092,838    3,092,838 

•   Disability

       3,092,838    3,092,838 

Colin Browne

        

Change In Control Related

        

•   Without Cause or Good Reason

   1,750,000    91,367    3,526,843    5,368,209 

•   Any Other Reason

   525,000        525,000 

Non-Change in Control Related

        

•   Without Cause

   1,046,953    12,773      1,059,726 

•   Any Other Reason with Under Armour Enforcing a Non-Compete

   420,000        420,000 

•   Death

       3,526,843    3,526,843 

•   Disability

       3,526,843    3,526,843 

Stephanie Pugliese

        

Change In Control Related

        

•   Without Cause or Good Reason

   1,750,000    75,775    1,739,472    3,565,247 

•   Any Other Reason

   525,000        525,000 

Non-Change in Control Related

        

•   Without Cause

   1,054,373    18,115      1,072,488 

•   Any Other Reason with Under Armour Enforcing a Non-Compete

   420,000        420,000 

•   Death

       1,739,472    1,739,472 

•   Disability

       1,739,472    1,739,472 

(1)

As of December 31, 2019 includes 9,037,612 shares2020, all of Mr. Plank’s outstanding and unvested equity awards included stock options for our Class A Stock and 27,409,626 sharesC common stock. All of these awards had an exercise price that exceeded the price of our Class C Stock under our 2005 Planstock as of that date, and 2,695,329 shares of our Class A Stock and 2,454,486 shares of our Class C Stock under our Employee Stock Purchase Plan. In addition to securities issued upon the exercise of stock options, warrants and rights, the 2005 Stock Plan authorizes the issuance of restricted and unrestricted shares of our Class A and Class C Stock and other equity awards. Refer to Note 13 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year-ended December 31, 2019 (our “2019 10-K”) for a description of the material features of these plans.

The number of securities issued upon exercise of outstanding options, warrants and rights issued under equity compensation plans not approved by security holders includes 111,427 shares of our Class A Common Stock and 112,215 shares of our Class C Common Stock issued in connection with the delivery of shares pursuant to deferred stock units granted to certain of our marketing partners. These deferred stock unitstherefore no amounts are not included in the weighted average exercise price calculationtable above.

The deferred stock units are issued to certain of our marketing partners in connection with their entering into endorsement and other marketing services agreements with us. The terms of each agreement set forth the number of deferred stock units to be granted and the delivery dates for the shares, which range from a 1 to 10 year period, depending on the contract. The deferred stock units are non-forfeitable.

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Definitions

In the change in control severance agreements and for the equity awards, the term “change in control” is generally defined as:

 

any person or entity becomes the beneficial owner, directly or indirectly, of securities of Under Armour representing 50% or more of the total voting power represented by Under Armour’s then-outstanding voting securities, except for acquisitions by an Under Armour employee benefit plan or by Mr. Plank or his immediate family members;

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TRANSACTIONS WITH RELATED PERSONS

In accordance with SEC disclosure requirements, we have presented below transactions in which we are a party that exceeded $120,000 in 2019, and in which any of our related persons had or will have a direct or indirect material interest.

Under Armour Corporate Offices

In 2015 we entered into a lease with an entity controlled by Mr. Plank to lease industrial space located near our corporate headquarters in Baltimore, which we use as an innovation and manufacturing testing facility and for other business purposes. Given the location’s proximity to our headquarters in Baltimore City, the use of this space provided a unique opportunity for us to build a state-of-the-art facility able to accommodate our innovation needs. The lease covers 68,000 square feet and has a five-year term, with payments that began in April 2016. The annual lease rate was initially approximately $0.5 million, with the annual lease rate escalating 2.5% each year. For 2019, our total lease payments were approximately $0.6 million. Following an independent market rent appraisal, we determined that the lease payments were below fair market lease rates. We also determined that the location of the property as well as other favorable terms of the lease, such as renewal options and flexibility regarding the design of the space, provide us with overall terms that were both fair and reasonable to us and provided flexibility otherwise unavailable at alternative locations.

Aircraft

A company owned by Mr. Plank owns a jet aircraft. We have an operating lease agreement with the company to lease the aircraft when it is used by Mr. Plank or other persons for our business purposes. We pay a fixed monthly lease payment of $166,667 under the terms of the lease agreement, with total payments of $2.0 million in 2019. We determined that the lease payment rate is at the fair market value lease rate for this aircraft based on a third-party appraisal. The Audit Committee determined the lease terms were reasonable and that we would benefit by the use of the aircraft for company business.

Hotel

Entities controlled by Mr. Plank and his brother Scott Plank own a hotel located in Baltimore, Maryland. The hotel is operated by a third-party management company, and Mr. Plank and his brother are entitled to receive a certain amount of any profits generated by the hotel. We utilize this hotel from time to time for Under Armour business purposes. We have negotiated corporate rate discounts for ordinary business use of the hotel with the management company, as well as market rates for event space and food and beverage for business purposes from time to time, consistent with rates otherwise available for comparable hotels in the area. Our total payments to the hotel in 2019 were approximately $130,000.  

The Audit Committee approved the terms of each of the foregoing transactions in accordance with our policy on transactions with related persons.

Policies and Procedures for Review and Approval of Transactions with Related Persons

Our Corporate Governance Guidelines require that any transaction involving Under Armour and a director or executive officer or entities controlled by a director or executive officer, be approved by our Board of Directors. The Board has delegated to the Audit Committee oversight and approval of these and other matters that may present conflicts of interest. The committee has adopted a formal written policy on transactions with related persons. Related persons are generally defined under SEC rules as our directors, executive officers, or stockholders owning at least five percent of our outstanding shares, or immediate family members of any of the foregoing. The policy provides that the committee shall review and approve or ratify transactions with related persons and any material changes to such transactions. The policy further provides that in determining whether to approve or ratify such a transaction, the committee may consider the following factors:

whether the terms of the transaction are reasonable and fair to Under Armour and on the same basis as would apply if the transaction did not involve a related person;

whether the transaction would impair the independence of a non-management director; and

 

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a change in the composition of our Board occurring within a two-year period, as a result of which fewer than a majority of the directors are incumbent directors;

the consummation of a merger or consolidation of Under Armour with any other corporation, other than a merger or consolidation where our stockholders continue to have at least 50% of the total voting power in substantially the same proportion as prior to such merger or consolidation or where our directors continue to represent at least 50% of the directors of the surviving entity; or

the consummation of the sale or disposition by us of all or substantially all of our assets.

In the change in control severance agreements and for the equity awards, the term “cause” is generally defined as:

 

•

whether the transaction would present an improper conflict of interest, taking into account the size of the transaction, the materiality of a related person’s direct or indirect interest in the transaction, and any other factors the committee deems relevant.

To the extent our employment of an immediate family member of a director, executive officer or five percent stockholder is considered a transaction with a related person, the policy provides that the committee will not be required to ratify or approve such employment if the executive officer, director or five percent stockholder does not participate in decisions regarding the hiring, performance evaluation, or compensation of the family member.


material misconduct or neglect in the performance of duties;

any felony, an offense punishable by imprisonment, any offense involving material dishonesty, fraud, moral turpitude or immoral conduct, or any crime of sufficient importance to potentially discredit or adversely affect our ability to conduct our business;

material breach of our code of conduct;

any act that results in severe harm to us, excluding any act taken in good faith reasonably believed to be in our best interests; or

material breach of the agreement and the related confidentiality, non-competition and non-solicitation agreement.

In the change in control severance agreements and for the equity awards, the term “good reason” is generally defined as:

 

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Amendment to Charter Permitting Board of Directors to Provide Stockholders with the Right to Amend the Bylaws to the Extent Permitted in the Bylaws
(PROPOSAL 3)

Currently, each of our Charter and Bylaws specifically provide that our Board of Directors has the exclusive power to alter, amend or repeal any provision of our Bylaws and to make new Bylaws. Our Board of Directors has declared advisable, and recommends for your approval, an amendment to our Charter to remove this provision, thereby allowing both directors and stockholders to amend the Bylaws in accordance with the provisions of the Bylaws (the “Proposed Charter Amendment”).

The description of the Proposed Charter Amendment set forth above is qualified in its entirety by reference to the text of the Proposed Charter Amendment, which is attached as Appendix A to this proxy statement and is incorporated by reference herein.

Subject to stockholder approval of the Proposed Charter Amendment, our Board has approved an amendment to our Bylaws (the “Bylaws Amendment”), which will allow for the Bylaws to be adopted, altered or repealed by either (i) our Board or (ii) the stockholders, by the affirmative vote of a majority of the votes entitled to be cast on the matter. Approval of the Bylaws Amendment does not require stockholder action. The adoption of the Bylaws Amendment is conditioned upon the approval of the Proposed Charter Amendment at the 2020 Annual Meeting, and the Bylaws Amendment will become effective upon effectiveness of the Proposed Charter Amendment.

If this proposal is approved by the stockholders, we will cause the Articles of Amendment to be promptly filed with the State Department of Assessments and Taxation in Maryland (the “SDAT”) and the Bylaws Amendment will be concurrently effective. If the Proposed Charter Amendment is not approved by the stockholders, then Articles of Amendment will not be filed with the SDAT, the Bylaws Amendment will not become effective and our Board will continue to have the exclusive power to adopt, alter or repeal any provision of the Bylaws.

Approval of Proposal 3 requires the affirmative “FOR” vote of the holders of not less than two-thirds of the voting power of the Class A Stock and Class B Stock outstanding as of the Record Date and entitled to vote thereon, voting together as a single class.

Our Board of Directors recommends that you vote “FOR” the Amendment to our Charter that would permit our Board of Directors to provide stockholders with the right to amend our Bylaws to the extent permitted in the Bylaws.

a diminishment in the scope of duties or responsibilities;

a reduction in base salary, bonus opportunity or a material reduction in the aggregate benefits or perquisites;

relocation more than 50 miles from the executive’s primary place of business, or a significant increase in required travel;

a failure by any successor to Under Armour to assume the change in control severance agreement; or

a material breach by us of any of the terms of the change in control severance agreement.

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Benefits and Payments

Upon a Change in Control

All restricted stock units and stock options require a double trigger for vesting in connection with a change of control. Double-trigger vesting requires both a change of control and a termination of the award holder’s employment without Cause or resignation by the executive for Good Reason in connection with that change of control for the vesting of unvested equity awards to accelerate. For any performance based restricted stock unit or performance based stock option awards for which the performance period is not complete, the number of shares or options at the target level of performance would be accelerated.

Upon termination of employment without Cause or by Executive for Good Reason in connection with a Change in Control

Under the change in control severance agreements, if the executive’s employment is terminated without Cause or by the executive for Good Reason in connection with a change in control, the executive would receive:

 

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accrued but unpaid salary and vacation pay (no amounts assumed based on the termination date of December 31, 2020);

a pro-rata bonus for the year in which the change in control occurs at the higher of the average bonus paid in the two years prior to termination of employment or the target bonus for the year of such termination of employment (assumed in this case to be the annual target bonus, without giving effect to 2020 reductions to target bonus amounts);

a lump sum payment equal to the sum of (1) the annual base salary of the executive at the highest rate in effect during the twelve month period following the change in control and (2) the higher of the average bonus paid in the two years prior to termination of employment or the target bonus for the year of such termination of employment (assumed in this case to be the annual target bonus, without giving effect to 2020 reductions to target bonus amounts); and

for a period of up to one year after the date of termination, the continuation of certain medical, life insurance (assumed in this case the cost to our company to maintain current coverage upon separation) and other welfare benefits unless the executive becomes eligible for another employer’s substantially similar benefits.

As a condition to the receipt of the lump sum payment and the continuation of benefits described above, the executive will be required to sign or reconfirm a confidentiality agreement and a one-year non-competition and non-solicitation agreement and execute a general release of claims against Under Armour and its affiliates.

Upon termination of employment for any other reason in connection with a Change in Control

Under the change in control severance agreements, if the executive’s employment is terminated for any other reason, other than cause or for good reason, the executive is entitled to:

accrued but unpaid salary and vacation pay (no amounts assumed based on termination date of December 31, 2020); and

a pro-rata bonus for the year in which the change in control occurs (assumed in this case to be the annual target bonus, without giving effect to 2020 reductions to target bonus amounts).

Termination of employment without cause or for good reason

Upon joining our company in July 2017, Mr. Frisk’s confidentiality, non-competition and non-solicitation agreement provided for certain payments upon the termination of his employment without cause or his resignation for good reason. In the event the company terminated his employment

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without cause or he resigned for good reason on December 31, 2020, pursuant to the terms of this agreement, Mr. Frisk would receive 12-months of his annual base salary, plus the continuation of medical benefits during the severance period. The definitions of “cause” and “good reason” in this agreement are materially consistent with the definition of those terms in our change in control severance agreements, as described above.

Termination of employment without cause

Under our executive severance policy, if an executive’s employment is terminated without cause, the executive is entitled to a lump-sum payment of one-year of annual base salary, a pro-rated annual cash incentive award based on our company’s actual performance for the year (with payment delivered in the following year concurrently with payments to all employees) and fully paid premiums for medical and dental benefits for a period of 12-months. Receipt of these benefits is subject to the executive signing a non-competition agreement with our company. Mr. Plank is not subject to this policy, and Mr. Frisk has previously negotiated severance provisions that remain in place and are described above.

Termination of employment for any reason with Under Armour enforcing a non-compete

Executives generally may not compete for one year after termination of employment for any reason if we continue to pay 60% of their salary during this period.

Disability

All restricted stock units, performance based restricted stock units (except as described below) and stock options vest upon the executive’s disability. For performance based awards that are still subject to performance conditions, the target amount of the award is earned and immediately vests on the date of termination.

The named executive officers are covered by a supplemental long-term disability insurance policy that provides an additional benefit beyond the standard benefit offered to employees generally (standard benefit is up to $10,000 monthly). If executives had become disabled, they would have received monthly supplemental disability insurance payments of $20,000 until age 65. Monthly disability payments are not included in the above table because they are paid under a disability insurance policy and not by us.

Death

All restricted stock units, performance based restricted stock units (except as described below) and stock options vest upon the executive’s death. For performance based awards that are still subject to performance conditions, the target amount of the award is earned and immediately vests on the date of termination.

Table of ContentsCEO Pay Ratio

Pursuant to SEC disclosure requirements, we are presenting the ratio of the annual total compensation for fiscal year 2020 of Mr. Frisk, our Chief Executive Officer, to that of the median of the annual total compensation for all of our employees.

We identified our median employee by examining the total cash compensation paid during our 2020 fiscal year to employees who were employed by us on October 1, 2020 (excluding Mr. Frisk). This included our full-time, part-time and seasonal employees, subject to certain exceptions for employees in foreign jurisdictions as described below. We believe that total cash compensation reasonably reflects the annual compensation of our employee population, given the limited number of

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our employees receiving other forms of compensation (such as equity awards). We examined our internal payroll and similar records to determine the total cash compensation paid to our employees included in our calculations. For employees in foreign jurisdictions, we converted amounts paid in foreign currencies to U.S. dollars using the exchange rates we used to prepare our 2020 annual financial statements.

As of October 1, 2020, we had approximately 15,200 employees globally, with approximately 10,800 employees located in the United States and approximately 4,400 located outside the United States. Retail salespersons and distribution facility employees comprise the majority of our employees. To determine our median employee, we excluded employees located in certain foreign jurisdictions, as permitted by the SEC’s disclosure rules. The excluded jurisdictions included the countries identified below, which represented approximately 3% of our total employee population:

 

INDEPENDENT AUDITORSExcluded Jurisdiction

The Audit Committee has selected PricewaterhouseCoopers LLP, or PwC, to continue as our independent registered public accounting firm for the year ending December 31, 2020. Representatives

Approximate Number of PwC are expected to attend the Annual Meeting. They will have an opportunity to make a statement if they so desire and they will respond to appropriate questions from stockholders.

Fees

The fees billed by PwC for 2019 and 2018 for services rendered to Under Armour were as follows:

 

 

2019

 

 

2018

 

Audit Fees

 

$

3,055,458

 

 

$

2,656,275

 

Audit-Related Fees

 

 

7,360

 

 

 

54,400

 

Tax Fees

 

 

1,003,843

 

 

 

1,777,800

 

All Other Fees

 

 

5,040

 

 

 

5,040

 

Audit Fees

Audit fees are for the auditEmployees

Republic of our annual consolidated financial statements and our internal control over financial reporting, for reviews of our quarterly financial statements and for services that are normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

When paid, audit-related fees generally are for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not included under “Audit Fees” above. For 2019, audit-related fees consisted primarily of assistance with financial statement preparations, and for 2018, primarily assistance with preparations for compliance with updated lease accounting standards.Korea

172
Singapore157
Malaysia135
Colombia6
Indonesia6
Total Excluded Employees476

For calculating the ratio in 2020, we determined that our estimated median employee was a part-time employee who worked on average between 20 and 30 hours per week in one of our retail stores in the United States from August through December 2020, with total annual compensation of $6,669. Mr. Frisk’s total annual compensation in 2020 was $7,365,232. Based on this information, the ratio of the total annual compensation for Mr. Frisk to our estimated median employee was approximately 1,104 to 1.

We believe this ratio represents a reasonable estimate calculated in a manner consistent with the SEC’s disclosure requirements under Item 402(u) of Regulation S-K, which permit the use of estimates, assumptions and adjustments in connection with the identification of our median employee. Please note that due to the flexibility permitted by these rules in calculating this ratio, our ratio may not be comparable to CEO pay ratios presented by other companies.

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ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION

(PROPOSAL 2)

We provide stockholders with the opportunity to cast an annual advisory vote on executive compensation (commonly referred to as a “say on pay” proposal). This vote is on whether to approve the compensation of the named executive officers as disclosed in the “Executive Compensation” section of this Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and the related narrative. For a discussion of the results of our “say on pay” proposal from our 2020 Annual Meeting of Stockholders, please see “Executive Compensation— Executive Summary—Advisory Vote to Approve Executive Compensation.”

While this advisory vote to approve executive compensation is non-binding, the Board and the Human Capital and Compensation Committee will review the voting results and seek to determine the cause or causes of any significant negative voting result. Voting results provide little detail by themselves, and we may consult directly with stockholders to better understand issues and concerns not previously presented. The Board and management understand that it is useful and appropriate to seek the views of our stockholders when considering the design and implementation of executive compensation programs.

The Board of Directors asks you to consider the following statement: Do you approve our executive compensation as described in the “Executive Compensation” section of this Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures?

The approval of our executive compensation as described in the “Executive Compensation” section of this Proxy Statement, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures, requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

The Board of Directors recommends that you vote “FOR” the approval of our executive compensation.

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth information concerning our equity compensation plans that authorize the issuance of shares of Class A and Class C Stock. The information is provided as of December 31, 2020:

Plan Category

 Class of
Common Stock		 Number of
securities to
be issued upon
exercise of
outstanding  options,
warrants and rights
(a)		  Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)		  Number of securities
remaining available for future
issuance under equity
compensation plans
(excluding securities
reflected in column
(a)) (c)		 

Equity compensation plans approved by security holders

 Class A  1,352,762         34.89   12,794,691 

Equity compensation plans approved by security holders

 Class C  10,621,929         18.24   26,827,123 

Equity compensation plans not approved by security holders

 Class A  135,405         —   — 

Equity compensation plans not approved by security holder

 Class C  136,362         —   — 

The number of securities to be issued upon exercise of outstanding options, warrants and rights issued under equity compensation plans approved by security holders includes 1,444,235 Class A and 10,714,048 Class C restricted stock units and deferred stock units issued to employees, non-employees and directors of Under Armour; these restricted stock units and deferred stock units are not included in the weighted average exercise price calculation above.

The number of securities remaining available for future issuance as of December 31, 2020 includes 10,099,362 shares of our Class A Stock and 24,855,417 shares of our Class C Stock under our 2005 Plan and 2,695,329 shares of our Class A Stock and 1,971,706 shares of our Class C Stock under our Employee Stock Purchase Plan. In addition to securities issued upon the exercise of stock options, warrants and rights, the 2005 Stock Plan authorizes the issuance of restricted and unrestricted shares of our Class A and Class C Stock and other equity awards. Refer to Note 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year-ended December 31, 2020 (our “2020 10-K”) for a description of the material features of these plans.

The number of securities issued upon exercise of outstanding options, warrants and rights issued under equity compensation plans not approved by security holders includes 91,473 shares of our Class A Common Stock and 92,119 shares of our Class C Common Stock issued in connection with the delivery of shares pursuant to deferred stock units granted to certain of our marketing partners. These deferred stock units are not included in the weighted average exercise price calculation above.

The deferred stock units are issued to certain of our marketing partners in connection with their entering into endorsement and other marketing services agreements with us. The terms of each agreement set forth the number of deferred stock units to be granted and the delivery dates for the shares, which range from a 1 to 10 year period, depending on the contract. The deferred stock units are non-forfeitable.

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TRANSACTIONS WITH RELATED PERSONS

In accordance with SEC disclosure requirements, we have presented below transactions in which we are a party that exceeded $120,000 in 2020, and in which any of our related persons had or will have a direct or indirect material interest.

Under Armour Corporate Offices

In 2015 we entered into a lease with an entity controlled by Mr. Plank to lease industrial space located near our corporate headquarters in Baltimore, which we use as an innovation and manufacturing testing facility and for other business purposes. Given the location’s proximity to our headquarters in Baltimore City, the use of this space provided a unique opportunity for us to build a state-of-the-art facility to accommodate our innovation needs. The lease covers 68,000 square feet and has a five-year term, with payments that began in April 2016. The annual lease rate was initially approximately $0.5 million, with the annual lease rate escalating 2.5% each year. For 2020, our total lease payments were approximately $0.6 million. Following an independent market rent appraisal, we determined that the lease payments were below fair market lease rates. We also determined that the property’s location and other favorable terms of the lease, such as renewal options and flexibility regarding the design of the space, provide us with overall terms that were both fair and reasonable to us and provided flexibility otherwise unavailable at alternative locations. In 2020, the Audit Committee approved an extension of this lease through June 2022, with annual lease payments of approximately $0.7 million, which continues to represent at or below fair market lease rates. This extension was executed during the first quarter of 2021.

Aircraft

A company owned by Mr. Plank owns a jet aircraft. We have an operating lease agreement with the company to lease the aircraft when used by Mr. Plank or other persons for our business purposes. We pay a fixed monthly lease payment of $166,667 under the terms of the lease agreement, with total payments of $2.0 million in 2020. We determined that the lease payment rate is at the fair market value lease rate for this aircraft based on a third-party appraisal. The Audit Committee determined the lease terms were reasonable and that we would benefit from using the aircraft for company business.

Hotel

Entities controlled by Mr. Plank and his brother Scott Plank own a hotel located in Baltimore, Maryland. The hotel is operated by a third-party management company, and Mr. Plank and his brother are entitled to receive a certain amount of any profits generated by the hotel. We use this hotel from time to time for Under Armour business purposes. We have negotiated corporate rate discounts for ordinary business use of the hotel with the management company, as well as market rates for event space and food and beverage for business purposes from time to time, consistent with rates otherwise available for comparable hotels in the area. Our total payments to the hotel in 2020 were approximately

$170,000, substantially all of which occurred during the first quarter of 2020.

The Audit Committee approved the terms of each of the foregoing transactions in accordance with our policy on transactions with related persons.

Policies and Procedures for Review and Approval of Transactions with Related Persons

Our Corporate Governance Guidelines require that our Board of Directors approve any transaction involving Under Armour and a director or executive officer or entities controlled by a director or executive officer. The Board has delegated to the Audit Committee oversight and approval of these and other matters that may present conflicts of interest. The committee has adopted a formal written policy on transactions with related persons. Related persons are generally defined under SEC rules as

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our directors, executive officers, or stockholders owning at least five percent of our outstanding shares, or immediate family members of any of the foregoing. The policy provides that the committee shall review and approve or ratify transactions with related persons and any material changes to such transactions. The policy further provides that in determining whether to approve or ratify such a transaction, the committee may consider the following factors:

whether the terms of the transaction are reasonable and fair to Under Armour and on the same basis as would apply if the transaction did not involve a related person;

whether the transaction would impair the independence of a non-management director; and

whether the transaction would present an improper conflict of interest, taking into account the size of the transaction, the materiality of a related person’s direct or indirect interest in the transaction, and any other factors the committee deems relevant.

To the extent our employment of an immediate family member of a director, executive officer or five percent stockholder is considered a transaction with a related person, the policy provides that the committee will not be required to ratify or approve such employment if the executive officer, director or five percent stockholder does not participate in decisions regarding the hiring, performance evaluation, or compensation of the family member.

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INDEPENDENT AUDITORS

The Audit Committee has selected PricewaterhouseCoopers LLP, or PwC, to continue as our independent registered public accounting firm for the year ending December 31, 2021. Representatives of PwC are expected to attend the Annual Meeting virtually. They will have an opportunity to make a statement if they so desire and they will respond to appropriate questions from stockholders.

Fees

The fees billed by PwC for 2020 and 2019 for services rendered to Under Armour were as follows:

   2020   2019 

Audit Fees

  $3,357,138   $3,055,458 

Audit-Related Fees

   82,360    7,360 

Tax Fees

When paid, tax fees generally are for tax planning and tax advice. For 2019 and 2018, $600,000 and $1.5 million of the tax fees presented above, respectively, included professional services related to legal entity restructuring and international and domestic tax planning as a result of our business operating model changes.

670,0001,003,843

All Other Fees

All other fees relate to a subscription to an accounting research tool.

Pre-Approval Policies and Procedures

As set forth in the Audit Committee’s Charter, the Audit Committee approves in advance all services to be performed by our independent registered public accounting firm, including all audit and permissible non-audit services. The committee has adopted a written policy for such approvals. The policy provides that the committee must specifically pre-approve the terms of the annual audit services engagement and may pre-approve, for up to one year in advance, particular types of permissible audit-related, tax and other non-audit services. The policy also provides that the services shall be described in sufficient detail as to the scope of services, fee and fee structure, and the impact on auditor independence. The policy states that, in exercising its pre-approval authority, the committee may consider whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as familiarity with our business, people, culture, accounting systems, risk profiles and other factors, and whether the service might enhance our ability to manage or control risk or improve audit quality. The policy also provides that the committee should be mindful of the relationship between fees for audit and non-audit services. Under the policy, the committee may delegate pre-approval authority to one or more of its members and any pre-approval decisions will be reported to the full committee at its next scheduled meeting. The committee has delegated this

6,0005,040

Audit Fees

Audit fees are for the audit of our annual consolidated financial statements and our internal control over financial reporting, reviews of our quarterly financial statements and services normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

When paid, audit-related fees are generally for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not included under “Audit Fees” above. For 2020, audit-related fees were primarily related to our offering of convertible senior notes and for 2019, audit-related fees consisted primarily of assistance with financial statement preparations.

Tax Fees

When paid, tax fees generally are for tax planning and tax advice. For 2020, tax fees primarily included assistance with customs and duty services, and consulting services in connection with our corporate structure. For 2019, $600,000 of the tax fees presented above included professional services related to legal entity restructuring and international and domestic tax planning as a result of our business operating model changes.

All Other Fees

All other fees relate to a subscription to an accounting research tool.

Pre-Approval Policies and Procedures

As set forth in the Audit Committee’s Charter, the Audit Committee approves in advance all services to be performed by our independent registered public accounting firm, including all audit and permissible non-audit services. The committee has adopted a written policy for such approvals. The policy requires that the committee specifically pre-approve the terms of the annual audit services engagement and may pre-approve, for up to one year in advance, particular types of permissible audit-related, tax and other non-audit services. The policy also provides that the services shall be described in sufficient detail as to the scope of services, fee and fee structure, and the impact on auditor independence. The policy states that, in exercising its pre-approval authority, the committee may consider whether the independent registered public accounting firm is best positioned to provide the

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most effective and efficient service, for reasons such as familiarity with our business, people, culture, accounting systems, risk profiles and other factors, and whether the service might enhance our ability to manage or control risk or improve audit quality. The policy also provides that the committee be mindful of the relationship between fees for audit and non-audit services. Under the policy, the committee may delegate pre-approval authority to one or more of its members and any pre-approval decisions will be reported to the full committee at its next scheduled meeting. The committee has delegated this pre-approval authority to the Chairman of the committee.

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AUDIT COMMITTEE REPORT

The role of the Audit Committee is oversight of matters relating to accounting, internal control, auditing, financial reporting, risk and legal and regulatory compliance. The Audit Committee oversees the audit and other services of our independent registered public accounting firm and is directly responsible for the appointment, independence, qualifications, compensation and oversight of the independent registered public accounting firm, which reports directly to the Audit Committee. Our management is responsible for the financial reporting process and preparation of quarterly and annual consolidated financial statements. Our independent registered public accounting firm is responsible for conducting audits and reviews of our consolidated financial statements and audits of our internal control over financial reporting.

The Audit Committee has reviewed and discussed our 2020 audited consolidated financial statements with management and with our independent registered public accounting firm. The Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC.

The Audit Committee also has received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.

Based on the review and discussions referred to above and subject to the limitations on its role and responsibilities, the Audit Committee recommended to the Board that the 2020 audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2020 to be filed with the SEC. The Board of Directors approved this recommendation.

Douglas E. Coltharp, Chairman

Mohamed A. El-Erian

Karen W. Katz

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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(PROPOSAL 3)

Under the rules and regulations of the SEC, the Audit Committee is directly responsible for the appointment of our independent registered public accounting firm. The Audit Committee has appointed PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm to audit our consolidated financial statements and our internal control over financial reporting for the year ending December 31, 2021. PwC has served as our independent auditors since 2003. The services provided to us by PwC, along with the corresponding fees for 2020 and 2019, are described under the caption “Independent Auditors” in this Proxy Statement.

Stockholder ratification of the appointment of the independent registered public accounting firm is not required. We are asking stockholders to ratify the appointment because we believe it is a sound corporate governance practice. If our stockholders do not ratify the selection, the Audit Committee will consider whether or not to retain PwC, but may still retain them.

The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

The Board of Directors recommends that you vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.

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DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who own more than 10% of a registered class of our securities, to file initial reports of ownership of our stock and reports of changes in such ownership with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from our executive officers, directors and greater than 10% stockholders, all required filings pursuant to Section 16(a) were timely made during 2020, except for the filings identified below.

Two statements of changes in beneficial ownership of securities on Form 4 for Aditya Maheshwari, our principal accounting officer, were inadvertently not filed on a timely basis. Mr. Maheshwari received restricted stock unit awards on May 27, 2020 and February 11, 2021. Upon discovery of the inadvertently missed filings, a Form 4 was filed on February 17, 2021.

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STOCKHOLDER PROPOSALS

Our Bylaws currently provide that in order for a stockholder to nominate a candidate for election as a director at our 2022 Annual Meeting or for a stockholder to propose business for consideration at that meeting, written notice complying with the requirements of our Bylaws generally must be delivered to the Secretary of Under Armour, Inc., at the company’s principal executive office, not less than 120 days and no more than 150 days prior to the first anniversary of the date of mailing the notice for the preceding year’s annual meeting. Therefore, a stockholder nomination or proposal intended to be considered at the 2022 Annual Meeting must be received by the Secretary after November 1, 2021, and no later than December 1, 2021. If a stockholder wishes to have their proposal considered for inclusion in the 2022 Proxy Statement, the Secretary must receive it no later than December 1, 2021. However, if we delay or advance mailing notice of the 2022 Annual Meeting of Stockholders by more than 30 days from the date of the first anniversary of the 2021 notice mailing, then such stockholder notice of proposal must be delivered to the Secretary of Under Armour not less than 120 days nor more than 150 days prior to the date of mailing of the notice for the 2022 Annual Meeting (or by the tenth day following the day on which we disclose the mailing date of notice for the 2022 Annual Meeting, if that date is later).

Stockholder proposals and director nominations to be included in our Proxy Statement must comply with our Bylaws, as well as applicable SEC rules (including SEC Rule 14a-8; see also Staff Legal Bulletin 14, which may be found at www.sec.gov).

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AUDIT COMMITTEE REPORT

The role of the Audit Committee is oversight of matters relating to accounting, internal control, auditing, financial reporting, risk and legal and regulatory compliance. The Audit Committee oversees the audit and other services of our independent registered public accounting firm and is directly responsible for the appointment, independence, qualifications, compensation and oversight of the independent registered public accounting firm, which reports directly to the Audit Committee. Our management is responsible for the financial reporting process and preparation of quarterly and annual consolidated financial statements. Our independent registered public accounting firm is responsible for conducting audits and reviews of our consolidated financial statements and audits of our internal control over financial reporting.

The Audit Committee has reviewed and discussed our 2019 audited consolidated financial statements with management and with our independent registered public accounting firm. The Audit Committee also has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC.

The Audit Committee also has received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.

Based on the review and discussions referred to above and subject to the limitations on its role and responsibilities, the Audit Committee recommended to the Board that the 2019 audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2019 to be filed with the SEC. The Board of Directors approved this recommendation.

A.B. Krongard, Chairman

Douglas E. Coltharp         

Mohamed A. El-Erian       

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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(PROPOSAL 4)

Under the rules and regulations of the SEC, the Audit Committee is directly responsible for the appointment of our independent registered public accounting firm. The Audit Committee has appointed PricewaterhouseCoopers LLP, or PwC, as our independent registered public accounting firm to audit our consolidated financial statements and our internal control over financial reporting for the year ending December 31, 2020. PwC has served as our independent auditors since 2003. The services provided to us by PwC, along with the corresponding fees for 2019 and 2018, are described under the caption “Independent Auditors” in this Proxy Statement.

Stockholder ratification of the appointment of the independent registered public accounting firm is not required. We are asking stockholders to ratify the appointment because we believe it is a sound corporate governance practice. If our stockholders do not ratify the selection, the Audit Committee will consider whether or not to retain PwC, but may still retain them.

The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

The Board of Directors recommends that you vote “FOR” the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020.

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DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who own more than 10% of a registered class of our securities, to file initial reports of ownership of our stock and reports of changes in such ownership with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations from our executive officers, directors and greater than 10% stockholders, all required filings pursuant to Section 16(a) were timely made during 2019, except for the filings identified below.

One statement of changes in beneficial ownership of securities on Form 4 for Karen Katz, a member of our Board, was inadvertently not filed on a timely basis.  Ms. Katz received deferred stock units on January 2, 2020, as part of our regular quarterly deferral of director fees.  Upon discovery of the late filing, a Form 4 was filed on March 6, 2020.

In addition, Kevin Plank filed a Form 4 after the end of the fiscal year to report that, over a period from mid-2014 through late 2016, an independent investment adviser, without Mr. Plank's knowledge, acquired and disposed of fewer than 1,000 shares of our stock in a managed account.  The investment advisor sold the shares of our stock at an aggregated loss.  Mr. Plank reported the transactions, which involved 21 trades reportable on 17 Forms 4, when they came to his attention.

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STOCKHOLDER PROPOSALS

Our Bylaws currently provide that in order for a stockholder to nominate a candidate for election as a director at our 2021 Annual Meeting or for a stockholder to propose business for consideration at that meeting, written notice complying with the requirements of our Bylaws generally must be delivered to the Secretary of Under Armour, Inc., at the company’s principal executive office, not less than 120 days and no more than 150 days prior to the first anniversary of the date of mailing the notice for the preceding year’s annual meeting.  Therefore, a stockholder nomination or proposal intended to be considered at the 2021 Annual Meeting bust be received by the Secretary after                , and no later than                .  If a stockholder wishes to have their proposal considered for inclusion in the 2021 Proxy Statement, the Secretary must receive it no later than                .  However, if we delay or advance mailing notice of the 2021 Annual Meeting of Stockholders by more than 30 days from the date of the first anniversary of the 2020 notice mailing, then such stockholder notice of proposal must be delivered to the Secretary of Under Armour not less than 120 days nor more than 150 days prior to the date of mailing of the notice for the 2021 Annual Meeting (or by the tenth day following the day on which we disclose the mailing date of notice for the 2021 Annual Meeting, if that date is later).

Stockholder proposals and director nominations to be included in our Proxy Statement must comply with our Bylaws, as well as applicable SEC rules (including SEC Rule 14a-8; see also Staff Legal Bulletin 14, which may be found at www.sec.gov).  

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APPENDIX A

UNDER ARMOUR, INC.

ARTICLES OF AMENDMENT

Under Armour, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “Department”) that:

FIRST:  Section (h) of Article SEVENTH of the charter of the Corporation (the “Charter”) is hereby deleted in its entirety and the following is inserted in lieu thereof:

“(h)[RESERVED]”

SECOND:  The foregoing amendment to the Charter has been declared advisable by the Board of Directors of the Corporation and approved by the stockholders of the Corporation as required under the Maryland General Corporation Law (the “MGCL”) and the Charter.

THIRD:  The total number of shares of stock that the Corporation has the authority to issue is not changed by the foregoing amendment to the Charter.

FOURTH:  The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

A-1

Table of Contents

IN WITNESS WHEREOF, Under Armour, Inc. has caused these Articles of Amendment to be signed and acknowledged in its name and on its behalf by its ____________ and attested by its ____________, as of the ___ day of ____________, 2020.

ATTEST:

UNDER ARMOUR, INC.

Name:

Title:

By: _______________________________

Name:

Title:

A-2

Table of Contents

APPENDIX B

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

This Proxy Statement refers to “adjusted operating income” and “2018 restructuring adjusted operating income,” which are considered non-GAAP financial measures, as defined by SEC Regulation G. We have provided below a reconciliation of these measures to the most directly comparable financial measure calculated in accordance with GAAP.  We believe these non-GAAP financial measures may be useful in evaluating our financial information and comparing year-over-year performance, and we have incorporated certain of these measures into certain of our executive compensation programs. However, these measures should not be considered in isolation and should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. In addition, our non-GAAP financial information may not be comparable to similarly titled measures reported by other companies.

For purposes of this Proxy Statement, we define adjusted operating income as our reported income from operations, operating income, adjusted to exclude the impact of certain specified items for purposes of evaluating performance against compensation targets, including the impact of certain goodwill impairment charges, the impact of restructuring and other related charges, litigation related expenses, foreign exchange losses and charges related to the write-down of our accounts receivable asset due to customer bankruptcies, collectively the “2019 Adjustments”.  The following table provides a numerical reconciliation of adjusted operating income to income from operations (in millions):

Year Ended December 31, 2019

Income from operations (GAAP)

$237

Add: 2019 Adjustments

$2

Adjusted operating income (Non-GAAP)

$239

For purposes of this Proxy Statement, we define 2018 restructuring adjusted operating income as our reported income from operations, adjusted to exclude the impact of our 2018 restructuring plan.  The following table provides a numerical reconciliation of 2018 restructuring adjusted operating income to loss from operations (in millions):

Year Ended December 31, 2018

Loss from operations (GAAP)

$(25)

Add: Impact of 2018 restructuring plan

$204

2018 restructuring adjusted operating income (Non-GAAP)

$179


THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

To withhold authority to vote for any

individual nominee(s), mark “For All

Except” and write the number(s) of the

nominee(s) on the line below.

0 0 0

0 0 0

0 0 0

0 0 0

0 0

0000454534_1 R1.0.1.18

For Withhold For All

All All Except

The Board of Directors recommends you vote FOR

the following:

1. To elect nine directors nominated by the Board

of Directors to serve until the next Annual

Meeting of Stockholders and until their

respective successors

Nominees

01 Kevin A. Plank 02 George W. Bodenheimer 03 Douglas E. Coltharp 04 Jerri L. DeVard 05 Mohamed A. El-Erian

06 Patrik Frisk 07 Karen W. Katz 08 Eric T. Olson 09 Harvey L. Sanders

UNDER ARMOUR, INC.

ATTN: CORPORATE SECRETARY

1020 Hull StreetHULL STREET

Baltimore, MarylandBALTIMORE, MARYLAND 21230

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of

information. Vote by information up until 11:59 P.M. ET on 05/26/2020.p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when

you access the web site and follow the instructions to obtain your records and to create

an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would likeDuring The Meeting - Go to reducewww.virtualshareholdermeeting.com/UAA2021

You may attend the costs incurred by our company in mailing proxy materials,

you can consent to receiving all future proxy statements, proxy cards and annual reports

electronicallymeeting via e-mail or the Internet. To sign up for electronic delivery, please follow

the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Have the information that you

agree to receive or access proxy materials electronicallyis printed in future years.the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote byinstructions up until 11:59 P.M. ET

on 05/26/2020.p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have

provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,

NY 11717.

          TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D33186-P51253                        KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

UNDER ARMOUR, INC.

For

All

Withhold  

All  

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

☐

☐

☐

1.

Election of Directors

Nominees:

01)  Kevin A. Plank                       06)  Karen W. Katz

02)  Douglas E. Coltharp               07)  Westley Moore

03)  Jerri L. DeVard                       08)  Eric T. Olson

04)  Mohamed A. El-Erian             09)  Harvey L. Sanders

05)  Patrik Frisk

The Board of Directors recommends you vote FOR proposals 2 3 and 4: 3:ForAgainstAbstain

2.

2. To approve, by a non-binding advisory vote, the compensation of executives as disclosed in the "Executive

Compensation"“Executive Compensation” section of the proxy statement, including the Compensation Discussion and Analysis and tables.

☐☐☐
3. To approve the Amendment to our Charter that would permit our Board of Directors to provide stockholders with

the right to amend our Bylaws to the extent permitted in the Bylaws.

4.

Ratification of appointment of independent registered public accounting firm.

☐☐☐
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
YesNo
Please indicate if you plan to virtually attend this meeting.☐☐

Please sign exactly as your name(s) appear(s) hereon. When signing as

attorney, executor, administrator, or other fiduciary, please give full

title as such. Joint owners should each sign personally. All holders must

sign. If a corporation or partnership, please sign in full corporate or

partnership name by authorized officer.

Yes No

Please indicate if you plan to attend this meeting


THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

To withhold authority to vote for any

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.

— — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — —

individual nominee(s), mark “For AllD33187-P51253

Except” and write the number(s) of the

nominee(s) on the line below.

0 0 0

0 0 0

0 0 0

0 0 0

0 0

0000454535_1 R1.0.1.18

For Withhold For All

All All Except

The Board of Directors recommends you vote FOR

the following:

1. To elect nine directors nominated by the Board

of Directors to serve until the next Annual

Meeting of Stockholders and until their

respective successors

Nominees

01 Kevin A. Plank 02 George W. Bodenheimer 03 Douglas E. Coltharp 04 Jerri L. DeVard 05 Mohamed A. El-Erian

06 Patrik Frisk 07 Karen W. Katz 08 Eric T. Olson 09 Harvey L. Sanders

UNDER ARMOUR, INC.

ATTN: CORPORATE SECRETARY

1020 Hull Street

Baltimore, Maryland 21230

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of

information. Vote by 11:59 P.M. ET on 05/26/2020. Have your proxy card in hand when

you access the web site and follow the instructions to obtain your records and to create

an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials,

you can consent to receiving all future proxy statements, proxy cards and annual reports

electronically via e-mail or the Internet. To sign up for electronic delivery, please follow

the instructions above to vote using the Internet and, when prompted, indicate that you

agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET

on 05/26/2020. Have your proxy card in hand when you call and then follow the

instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have

provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,

NY 11717.

The Board of Directors recommends you vote FOR proposals 2, 3 and 4: For Against Abstain

2. To approve, by a non-binding advisory vote, the compensation of executives as disclosed in the "Executive

Compensation" section of the proxy statement, including the Compensation Discussion and Analysis and tables.

3. To approve the Amendment to our Charter that would permit our Board of Directors to provide stockholders with

the right to amend our Bylaws to the extent permitted in the Bylaws.

4. Ratification of appointment of independent registered public accounting firm.

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as

attorney, executor, administrator, or other fiduciary, please give full

title as such. Joint owners should each sign personally. All holders must

sign. If a corporation or partnership, please sign in full corporate or

partnership name by authorized officer.

Yes No

Please indicate if you plan to attend this meeting

0000454535_2 R1.0.1.18

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Form 10-K, Notice & Proxy Statement is/are

available at www.proxyvote.com

UNDER ARMOUR, INC.

Annual Meeting of Stockholders

May 27, 202013, 2021 10:00 AM

This proxy is solicited by the Board of Directors

CLASS BA COMMON STOCK

The undersigned hereby appoints Kevin A. Plank and John P. Stanton, and each or any of them, as proxies, with full powers of substitution, to represent and to vote all shares of the Class A Common Stock of Under Armour, Inc. which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Under Armour, Inc. to be held on May 13, 2021, and at any adjournment or postponement thereof. The undersigned acknowledges receipt of notice of the meeting and the proxy statement.

This proxy will be voted as directed. If no direction is made, this proxy will be voted “FOR” all Nominees under Proposal 1, “FOR” Proposal 2 and “FOR” Proposal 3.

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.

Continued and to be signed on reverse side

LOGO

UNDER ARMOUR, INC.

ATTN: CORPORATE SECRETARY

1020 HULL STREET

BALTIMORE, MARYLAND 21230

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

During The Meeting - Go towww.virtualshareholdermeeting.com/UAA2021

You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

          TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:D33188-P51253                        KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — —

DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

UNDER ARMOUR, INC.

For

All

Withhold  

All  

For All

Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

The Board of Directors recommends you vote FOR the following:

☐

☐

☐

1.

Election of Directors

Nominees:

01)  Kevin A. Plank                       06)  Karen W. Katz

02)  Douglas E. Coltharp               07)  Westley Moore

03)  Jerri L. DeVard                       08)  Eric T. Olson

04)  Mohamed A. El-Erian             09)  Harvey L. Sanders

05)  Patrik Frisk

The Board of Directors recommends you vote FOR proposals 2 and 3:ForAgainstAbstain
2.

To approve, by a non-binding advisory vote, the compensation of executives as disclosed in the “Executive Compensation” section of the proxy statement, including the Compensation Discussion and Analysis and tables.

☐☐☐
3.Ratification of appointment of independent registered public accounting firm.☐☐☐
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
YesNo
Please indicate if you plan to virtually attend this meeting.☐☐

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Notice and Proxy Statement and Form 10-K are available at www.proxyvote.com.

— — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — — —

D33189-P51253

UNDER ARMOUR, INC.

Annual Meeting of Stockholders

May 13, 2021 10:00 AM

This proxy is solicited by the Board of Directors

CLASS B COMMON STOCK

The undersigned hereby appoints Kevin A. Plank and John P. Stanton, and each or any of them, as proxies, with full powers of substitution, to represent and to vote all shares of the Class B Common Stock of Under Armour,

Inc. which the undersigned is entitled to vote at the Annual Meeting of Stockholders of Under Armour, Inc. to be

held on May 27, 2020,13, 2021, and at any adjournment or postponement thereof. The undersigned acknowledges receipt

of notice of the meeting and the proxy statement.

This proxy will be voted as directed. If no direction is made, this proxy will be voted "FOR"“FOR” all Nominees

under Proposal 1, "FOR"“FOR” Proposal 2 "FOR"and “FOR” Proposal 3 and "FOR" Proposal 4.3.

In their discretion, the proxies are authorized to vote upon such other business as may properly come

before the meeting.

Continued and to be signed on reverse side