Under Armour DEF 14A: Executive Comp & Governance

Ticker: UA · Form: DEF 14A · Filed: Jun 27, 2024 · CIK: 1336917

Under Armour, Inc. DEF 14A Filing Summary
FieldDetail
CompanyUnder Armour, Inc. (UA)
Form TypeDEF 14A
Filed DateJun 27, 2024
Risk Levelmedium
Pages16
Reading Time19 min
Key Dollar Amounts$7.3 million
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, governance

Related Tickers: UA

TL;DR

UA's DEF 14A is out, detailing exec pay and equity awards for FY24. Check the numbers for Patrik Frisk.

AI Summary

Under Armour, Inc. filed its DEF 14A on June 27, 2024, for the fiscal year ending March 31, 2024. The filing details executive compensation and other corporate governance matters. Key figures include compensation data for fiscal years 2020, 2021, 2022, and 2023, with specific tables outlining equity awards granted to executives like Patrik Frisk.

Why It Matters

This filing provides crucial insights into how Under Armour compensates its top executives, which can influence investor decisions and the company's strategic direction.

Risk Assessment

Risk Level: medium — DEF 14A filings are routine but can reveal significant information about executive compensation, potential shareholder proposals, and corporate governance changes that may impact stock value.

Key Numbers

  • FY2020-FY2023 — Fiscal Years Covered (Compensation data spans multiple fiscal years.)

Key Players & Entities

  • Under Armour, Inc. (company) — Filer of the DEF 14A
  • Patrik Frisk (person) — Executive mentioned in compensation tables
  • 20240627 (date) — Filing date
  • 20240331 (date) — Fiscal year end

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.

When did Under Armour file this DEF 14A?

Under Armour filed this DEF 14A on June 27, 2024.

What fiscal year does this filing primarily cover?

This filing pertains to the fiscal year ending March 31, 2024, though it includes historical compensation data for prior years.

Who is specifically mentioned in relation to equity awards?

Patrik Frisk is specifically mentioned in relation to equity awards granted in fiscal year 2020.

What is Under Armour's Standard Industrial Classification code?

Under Armour's Standard Industrial Classification code is 2300, for Apparel & Other Finished Products of Fabrics & Similar Material.

Filing Stats: 4,844 words · 19 min read · ~16 pages · Grade level 11.4 · Accepted 2024-06-27 16:03:19

Key Financial Figures

  • $7.3 million — ing a grant date value of approximately $7.3 million), and she forfeited the time based and

Filing Documents

Security Ownership of Management and Certain Beneficial Owners of Shares

Security Ownership of Management and Certain Beneficial Owners of Shares 5 PROPOSAL 1 - ELECTION OF DIRECTORS 9 Overview of Director Nominees 9 Nominees for Election at the Annual Meeting 11 Corporate Governance and Related Matters 17 Corporate Governance Highlights 17 Board Leadership Structure 17 Independence of Directors 18 Board Meetings and Committees 18 Stockholders Meeting Attendance 21 Identifying and Evaluating Director Candidates 21 Role of Board in Risk Oversight 22 Availability of Corporate Governance Information 24 Stock Ownership Guidelines 24 Communication with Directors 24 Indemnification of Directors in Derivative Actions 25 Compensation of Directors 26

Executive Compensation - Compensation Discussion and Analysis

Executive Compensation - Compensation Discussion and Analysis 29 Executive Summary 29

Executive Compensation Features

Executive Compensation Features 31 Objectives and Elements of our Compensation Program 31 Compensation Decision-Making Process 32 Components of Our Fiscal Year 2024 Compensation Program 34 Other Compensation Practices 39 Human Capital and Compensation Committee Report 43

Executive Compensation Tables

Executive Compensation Tables 44 Fiscal Year 2024 Summary Compensation Table 44 Grants of Plan-Based Awards for Fiscal Year 2024 46 Employment Agreements 47 Outstanding Equity Awards at 2024 Fiscal Year-End 48 Option Exercises and Stock Vested in Fiscal Year 2024 49 Nonqualified Deferred Compensation for Fiscal Year 2024 49 Retirement Plans 50 Potential Payments Upon Termination of Employment or Change in Control 50 CEO Pay Ratio 56 Pay Versus Performance 58 PROPOSAL 2 - ADVISORY APPROVAL OF OUR EXECUTIVE COMPENSATION 62 Equity Compensation Plan Information 63 Transactions with Related Persons 64 PROPOSAL 3 - APPROVAL OF AMENDMENT AND RESTATEMENT OF OUR CLASS C EMPLOYEE STOCK PURCHASE PLAN 65 Independent Auditors 69 Audit Committee Report 71 Table of Contents PROPOSAL 4 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 72 Stockholder Proposals 73 Appendix A - Class C Employee Stock Purchase Plan (Showing Changes from Current Plan) A-1 Appendix B - Reconciliation of Non-GAAP Financial Measures B-1 Table of Contents UNDER ARMOUR, INC. PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS Wednesday, September 4, 2024 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 any adjournment or postponement thereof. The Annual Meeting is to be held on Wednesday, September 4, 2024, at 12:00 p.m., Eastern Time, online at www.virtualshareholdermeeting.com/UAA2024 . We expect to first send or give stockholders this Proxy Statement, together with our Fiscal Year 2024 Annual Report to Stockholders, on June 28, 2024. Our principal offices are located at 1020 Hull Street, Baltimore, Maryland 21230. In this Proxy Statement, we refer to Under Armour, Inc. as "Under Armour," "we," "us," "our" and "company." Website references throughout t

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS OF SHARES

SECURITY 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 Fiscal Year 2024 Summary Compensation Table; all of our directors and executive officers as a group; and 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 June 7, 2024, the Record Date for the Annual 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 June 7, 2024, stock options exercisable more than 60 days from June 7, 2024, 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 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) Kevin A. Plank (4)(5) 34,742,229 15.6% 18,216,462 8.6% 64.6% Douglas E. Coltharp (6)(7) 98,914 * 99,279 * * Jerri L. DeVard (6) 1,200 * 0 * * Mohamed A. El-Erian (6) 11,650 * 3,675 * * Carolyn N. Everson (6) 0 0 * * Dav

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