Form DEF 14A Under Armour, Inc. For: May 13

UNDER ARMOUR, INC.

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 13, 2021

Notice is hereby given that the Annual Meeting of Stockholders of Under Armour, Inc. will be held on Thursday, May 13, 2021 at 10:00 a.m., Eastern Time, to be held online at www.virtualshareholdermeeting.com/UAA2021 to consider and vote on the following matters:

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 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 February 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 holder of Class 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 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 should allow ample time for the online check-in procedures.

Whether or not you intend to attend the virtual Annual Meeting, please vote your shares promptly by following the voting instructions you have received.

Baltimore, Maryland

March 26, 2021

Table of Contents

UNDER ARMOUR, INC.

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

Thursday, May  13, 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 any adjournment or postponement thereof. The Annual Meeting is to be held on Thursday, May 13, 2021, at 10:00 a.m., Eastern Time, to be held online at www.virtualshareholdermeeting.com/UAA2021. We expect to first send or give stockholders this Proxy Statement, together with our 2020 Annual Report to Stockholders, on 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 Armour,” “we,” “us,” “our” and “company.”

Internet Availability of Proxy Materials

Pursuant to rules of the Securities and Exchange Commission (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 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 2020 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 13, 2021

Our Proxy Statement and 2020 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 February 26, 2021, or the Record Date, will be entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, 188,621,116 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.

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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.

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 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.

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In Person

You may also attend the Annual Meeting and vote in 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 your shares are represented, we ask that you vote your shares by Internet, telephone or mail, even if you plan to attend the meeting.

Participation 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 meeting 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 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 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 a holder of Class C 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 instructions that accompany 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 will remain available until the 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 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 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.

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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 the New York Stock Exchange rules governing 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 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 because they will not be counted as votes cast.

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 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.

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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:

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 February 26, 2021, 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 February 26, 2021, stock options exercisable more than 60 days from 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.

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ELECTION OF DIRECTORS

(PROPOSAL 1)

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, each 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:

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.” For additional information about how we identify and evaluate nominees for director, see “Corporate Governance and Related Matters—Identifying and Evaluating Director Candidates” below.

Snapshot 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:

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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:

Nominees for Election at the Annual Meeting

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

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

George Bodenheimer, who has served as a director of our company since 2014, is not standing for reelection at the Annual Meeting. The Board thanks Mr. Bodenheimer for his many years of service to our company.

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CORPORATE GOVERNANCE AND RELATED MATTERS

Corporate Governance Highlights

Our Board of Directors has a 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 this Proxy Statement. Our strong corporate governance practices, including those highlighted below, are 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:

Board Leadership Structure

Our governing documents provide our Board of Directors discretion to combine or separate the positions of Chairman and 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. We believe that the current separation of the roles of Chairman and Chief Executive Officer is appropriate given our company’s strategic and operational priorities. This structure allows the Chief Executive Officer to focus on our company’s business, operations and strategy, 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 our non-management directors elect an independent director to serve as Lead Director. Dr. El-Erian has been elected to serve as our Lead Director. He acts as a liaison between our Board’s non-management directors 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.

Independence of Directors

Our Board of Directors currently consists of ten directors, eight of which (80%) are independent non-management directors. George Bodenheimer, who has served as an independent director of our company since 2014, is not standing for reelection at the Annual Meeting.

The Board has determined that the following seven directors standing for election at our 2021 Annual Meeting are independent under the corporate governance listing standards of the New York

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Stock Exchange, or NYSE: 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 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/governance, under “Investors-Corporate 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.

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Board Meetings and Committees

Our Board meets regularly throughout the year. During 2020, there were 13 meetings of the 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 2020, all directors attended at least 75% of the aggregate meetings of the Board and the committees of which they were 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.

Our 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 2020 for each of these committees.

✓ = Committee Member

C = Committee Chair

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:

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 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:

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

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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):

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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:

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:

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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:

Objectives and Elements of our Compensation Program

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

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

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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 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 may compete with us for talent or compare our performance from time to time. The following companies were included in the peer group:

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 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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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:

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

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:

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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:

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:

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:

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:

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:

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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.

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CEO Actual Compensation Realized

The supplemental table below sets forth 2020, 2019 and 2018 compensation for Mr. Frisk, 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.

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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.

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.