DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

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

☑		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material under §240.14a-12

UNDER ARMOUR, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check the appropriate box):



☑		No fee required

☐		Fee paid previously with preliminary materials

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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UNDER ARMOUR, INC.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To Be Held September 4, 2024

Notice is hereby given that the Annual Meeting of Stockholders of Under Armour, Inc. will be held on Wednesday, September 4, 2024 at 12:00 p.m., Eastern Time, online at www.virtualshareholdermeeting.com/UAA2024 to consider and vote on the following matters:

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

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

To approve the amendment and restatement of our Class C Employee Stock Purchase Plan (the “Amended Class C ESPP”) to increase the number of shares of Class C Common Stock authorized for issuance, among other changes; and

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ending March 31, 2025.

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

Our Board of Directors recommends that you vote “FOR” the election of the nine nominees to the Board of Directors listed in the accompanying proxy statement, “FOR” the approval of our executive compensation, “FOR” the approval of our Amended Class C ESPP 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 June 7, 2024 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. We believe a virtual Annual Meeting enables increased stockholder participation from locations around the world, and maintains a lower cost to our stockholders and our company, as compared to an in-person meeting. 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 or on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 12:00 p.m., Eastern Time. Online check-in will begin at 11:45 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.

By Order of the Board of Directors

Mehri Shadman

Chief Legal Officer and Corporate Secretary

Baltimore, Maryland

June 27, 2024

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Table of Contents


General Information			1

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			29
Executive Summary			29
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			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



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

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 this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document.

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 Fiscal Year 2024 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 September 4, 2024

Our Proxy Statement and Fiscal Year 2024 Annual Report to Stockholders are available at

https://about.underarmour.com/en/investors/press-releases--events---presentations/annual-stockholder-meeting.html

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 June 7, 2024, or the Record Date, will be entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, 188,802,043 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.

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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.

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, the approval of the amendment and restatement of our Class C Employee Stock Purchase Plan, which we refer to as the Amended Class C ESPP, 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, “FOR” the approval of our Amended Class C ESPP 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.

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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.

In Person (Virtually)

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

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 12:00 p.m., Eastern Time. Online check-in will begin at 11:45 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 accessing the meeting as a guest. 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

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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.

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, the advisory approval of our executive compensation and the amendment and restatement of our Class C ESPP 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:

•

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		*		*
David W. Gibbs (6)(8)		0		*		50,000		*		*
Karen W. Katz (6)(9)		2,000		*		2,014		*		*
Eric T. Olson (6)		0		*		0		*		*
Patrick W. Whitesell (6)		0		*		0		*		*
David Bergman (10)		26,835		*		282,560		*		*
Jim Dausch (11)		0		*		0		*		*
Stephanie C. Linnartz (12)		90		*		0		*		*
David Baxter (13)		0		*		80,845		*		*
Lisa Collier (14)		0		*		0		*		*
Tchernavia Rocker (15)		0		*		110,356		*		*
All Executive Officers and Directors as a Group (6)(16)		34,884,398		15.6%		18,795,469		8.9%		64.7%
5% Stockholders
The Vanguard Group (17)		18,073,523		8.1%						3.4%
BlackRock, Inc. (18)		16,683,083		7.5%						3.1%
State Street Corporation (19)		10,000,775		4.5%						1.9%

*	Less than 1% of the shares.

(1)	Includes any stock options exercisable within 60 days of June 7, 2024 or shares issuable within 60 days of June 7, 2024 upon the vesting of RSUs.

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(2)

The percentage of outstanding figures take into account the 34,450,000 shares of outstanding Class B Stock held, directly or indirectly, by Mr. Plank. These shares of Class B Stock may be converted under certain circumstances, including at the option of Mr. Plank, into shares of Class A Stock. If the shares of Class B Stock are not counted, the percentage of outstanding Class A Stock owned is as follows: Mr. Plank, less than one percent; all executive officers and directors as a group, less than one percent; BlackRock, Inc., 8.8%; The Vanguard Group, 9.6%; and State Street Corporation 5.3%.

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

(4)

Includes 181,608 shares of Class A Stock beneficially owned by Mr. Plank, and 110,621 stock options for Class A Stock that are currently exercisable. Mr. Plank’s shares of Class A Stock are held by a limited liability company controlled by Mr. Plank and he holds sole voting and investment power over these shares. In addition, Mr. Plank beneficially owns 34,450,000 shares of Class B Stock indirectly, of which 29,510,624 shares of Class B Stock are held by two limited liability companies controlled by Mr. Plank and he has sole voting and investment power over these shares. With respect to the remaining 4,939,376 of these shares of Class B Stock, 1,803,400 shares are held by two limited liability companies of which Mr. Plank is a member. Mr. Plank’s wife has been appointed as the manager of these two limited liability companies, and has voting control and investment power over the shares held by these companies. The remaining 3,135,976 shares of Class B Stock are held by an irrevocable trust, of which Mr. Plank is the grantor and has the ability to replace the trustee. Thomas J. Sippel, a former director of the company, has been appointed trustee of the trust and has voting control over the shares held by the trust and shares investment power with Mr. Plank. Because the 34,450,000 shares of Class B Stock beneficially owned by Mr. Plank, which are all the shares of Class B Stock outstanding, are convertible into shares of Class A Stock on a one-for-one basis under certain circumstances, including at the option of Mr. Plank, he is also deemed to be the beneficial owner of 34,450,000 shares of Class A Stock into which the Class B Stock may be converted.

(5)

Includes 1,467,533 stock options for Class C Stock that are currently exercisable. In addition, Mr. Plank beneficially owns an additional 16,748,929 shares of Class C Stock, and as detailed in Note (4) above, Mr. Plank’s wife has investment power over 1,765,845 of these shares, and Mr. Plank shares investment power with the trustee of the trust described in Note (4) over 3,107,880 of these shares. Does not include RSUs for 412,824 shares of Class C Stock.

(6)

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


Name	Class A DSUs		Class C DSUs		Class C RSUs
Douglas E. Coltharp		54,820		199,853		21,614
Jerri L. DeVard		0		96,719		21,614
Mohamed A. El-Erian		0		111,841		21,614
Carolyn N. Everson		0		24,652		27,582
David W. Gibbs		0		62,557		23,260
Karen W. Katz		5,121		131,537		21,614
Eric T. Olson		13,758		115,991		21,614
Patrick W. Whitesell		0		23,113		27,582

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(7)

Includes 22,914 shares of Class A Stock owned by an irrevocable trust of which Mr. Coltharp’s wife is the trustee and his two children are the beneficiaries (the “Coltharp Trust”), 75,000 shares owned by a spousal lifetime access trust of which Mr. Coltharp is the trustee and spousal beneficiary (the “Coltharp 2021 Trust”) and 1,000 shares held by two Uniform Transfer to Minors Act accounts and 22,741 shares of Class C Stock owned by the Coltharp Trust, 75,532 shares owned by the Coltharp 2021 Trust and 1,006 shares held by two Uniform Transfer to Minors Act accounts.

(8)	Shares of Class C Stock are held in trust.

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

(10)	Does not include RSUs for 241,650 shares of Class C Stock.

(11)	Does not include RSUs for 186,774 shares of Class C Stock.

(12)

As previously disclosed and discussed below, on April 1, 2024, Ms. Linnartz stepped down from the role of President and Chief Executive Officer and a member of the company’s Board of Directors, Mr. Plank was appointed President and Chief Executive Officer and Dr. El-Erian was appointed Chair of the Board. Ms. Linnartz continued to serve as an advisor to the company through April 30, 2024. In connection with her departure from the company, pursuant to the terms of her grant agreement, the unvested tranches of Ms. Linnartz’s sign-on restricted stock unit award received in connection with her hiring were accelerated (representing a grant date value of approximately $7.3 million), and she forfeited the time based and performance based restricted stock unit awards granted in fiscal year 2024 in full. See “Executive Compensation—Compensation Discussion and Analysis—Components of Our Fiscal Year 2024 Compensation Program—Executive Severance—Separation of Stephanie Linnartz.”

(13)

As discussed below, on February 1, 2024, Mr. Baxter stepped down from his role as President, Americas. He continued to serve as an advisor to the company through February 16, 2024. Upon his departure from the company, Mr. Baxter forfeited all unvested equity awards. See “Executive Compensation—Compensation Discussion and Analysis—Components of Our Fiscal Year 2024 Compensation Program—Executive Severance—Separation of David Baxter.”

(14)

As discussed below, on July 3, 2023, Ms. Collier stepped down from her role as Chief Product Officer. She continued to serve as an advisor to the company through October 1, 2023. Upon her departure from the company, Ms. Collier forfeited all unvested equity awards. See “Executive Compensation—Compensation Discussion and Analysis—Components of Our Fiscal Year 2024 Compensation Program—Executive Severance—Separation of Lisa Collier.”

(15)

As previously disclosed and discussed below, on May 16, 2024, Ms. Rocker stepped down from her role as Chief People and Administrative Officer. She continued to serve as an advisor to the company through June 1, 2024. Upon her departure from the company, Ms. Rocker forfeited all unvested equity awards.

(16)

Includes shares shown as beneficially owned by the directors and executive officers as a group (15 persons). Does not include shares beneficially owned by Ms. Linnartz, Mr. Baxter, Ms. Collier or Ms. Rocker, who were no longer employed by the company as of June 7, 2024. Does not include RSUs and DSUs for 4,323,982 shares of Class C Stock. Does not include DSUs for 73,699 shares of Class A Stock.

(17)

According to their report on Schedule 13G, as of December 29, 2023, The Vanguard Group, or Vanguard, and certain affiliates of Vanguard, were deemed to beneficially own in the aggregate 18,073,523 shares of our Class A Stock. According to the Schedule 13G, the reporting persons had shared power to vote 74,972 shares and no power to vote 17,998,551 shares and sole power to dispose of 17,814,204 shares and shared power to dispose of 259,319 shares. The principal business address of Vanguard is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

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(18)

According to their report on Schedule 13G, as of December 31, 2023, BlackRock, Inc., or BlackRock, and certain affiliates of BlackRock, were deemed to beneficially own in the aggregate 16,683,083 shares of our Class A Stock. According to the Schedule 13G, the reporting persons had sole power to vote 16,276,118 shares and no power to vote 406,965 shares, and sole power to dispose of all of these shares. The principal business address of BlackRock is 50 Hudson Yards, New York, New York 10001.

(19)

According to their report on Schedule 13G, as of December 31, 2023, State Street Corporation, or State Street, and certain affiliates of State Street, were deemed to beneficially own in the aggregate 10,000,775 shares of our Class A Stock. According to the Schedule 13G, the reporting persons had shared power to vote 4,815,469 shares and no power to vote 5,185,306 shares and shared power to dispose of all of these shares. The principal business address of State Street is One Congress Street, Suite 1, Boston, Massachusetts 02114.

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ELECTION OF DIRECTORS

(PROPOSAL 1)

Nine directors will be elected at the 2024 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:


Name	Position at Under Armour, Inc.	Independent
Douglas E. Coltharp	Director	✓
Jerri L. DeVard	Director	✓
Mohamed A. El-Erian	Chair of the Board of Directors	✓
Carolyn N. Everson	Director	✓
David W. Gibbs	Director	✓
Karen W. Katz	Director	✓
Eric T. Olson	Director	✓
Kevin A. Plank	President and Chief Executive Officer	No
Patrick W. Whitesell	Director	✓

Overview of Director Nominees

We view the effectiveness of our Board of Directors through an individual and collective lens. We endeavor to have a Board that represents a range of experiences, skills and attributes and embodies principles of diversity, including gender, race and ethnicity. We believe each director nominee contributes to this goal, as described below in the biographies included in “Nominees for Election at the Annual Meeting.” 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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Executive Leadership and Strategy Experience: Directors who have served or currently serve as CEOs or in other senior leadership roles at other organizations are uniquely positioned to advise, support and oversee our management team to achieve strategic priorities and long-term objectives and contribute practical insight into business strategy.

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

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

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

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Financial Expertise: We place high importance on financial discipline, accurate financial reporting and robust financial controls and compliance, and value directors with an understanding of finance and financial reporting processes, as well as experience with mergers, acquisitions and strategic business transactions. We seek to have multiple directors who qualify as audit committee financial experts or are otherwise financially literate.

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

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

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We believe that the nine director nominees together provide diverse and relevant experiences to comprise a Board that is well-positioned to provide effective oversight of our company, as illustrated in the following table. A check mark indicates a specific area of focus or expertise on which the Board particularly relies. Not having a check mark does not mean the director does not possess that qualification or skill. Our directors’ biographies describe each director’s background and relevant experience in more detail below.

Skills &
Experiences

Coltharp

DeVard

EI-Erian

Everson

Gibbs

Katz

Olson

Plank

Whitesell

Total

Executive
Leadership and Strategy Experience

✓

Retail Industry
Experience

✓

Technology, Digital and eCommerce
Experience

✓

Marketing, Branding
and Media
Experience

✓

Financial
Expertise

✓

International
Experience

✓

Public Company
Board Experience

✓

Nominees for Election at the Annual Meeting

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Director since

December 2004

Age: 63

Independent

Board Committees:

• Audit (Chair)

• Finance and Capital Planning (Chair)

Douglas E. Coltharp

Executive Vice President and Chief Financial Officer of Encompass Health Corporation

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

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

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Director since

May 2017

Age: 66

Independent

Board Committees:

• Corporate Governance and Sustainability

• Human Capital and Compensation

Jerri L. DeVard

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

Ms. DeVard served as Executive Vice President, Chief Customer Officer of Office Depot, Inc. from January 2018 to March 2020, leading their eCommerce and Customer Service functions and Marketing and Communications and as Executive Vice President and Chief Marketing Officer from September 2017 to December 2017. Before that, Ms. DeVard served as Senior Vice President and Chief Marketing Officer of The ADT Corporation, a leading provider of home and business security services, from March 2014 through May 2016. From July 2012 to March 2014, she was Principal of DeVard Marketing Group, a firm specializing in advertising, branding, communications and marketing strategies. Before that, she served as Executive Vice President of Marketing for Nokia. Ms. DeVard served in a number of senior marketing roles throughout her career, including as Senior Vice President of Marketing and Senior Vice President, Marketing Communications and Brand Management of Verizon Communications, Inc., Chief Marketing Officer of the e-Consumer business at Citibank N.A. and other senior marketing positions at Revlon Inc., Harrah’s Entertainment, the NFL’s Minnesota Vikings and the Pillsbury Company. In 2021, Ms. DeVard founded the Black Executive CMO Alliance (BECA), an alliance designed to champion corporate diversity and help build the next generation of C-suite marketing executives. Ms. DeVard currently serves on the Board of Directors of Cars.com and is a member of its Compensation and ESG Committees; on the Board of Directors of Root, Inc. and is a member of its Nominating and Corporate Governance Committee; and on the Board of Directors of Dow Inc. and is a member of its Audit and Environment, Health, Safety and Technology Committees. Ms. DeVard previously served on the Board of Directors of Focus Impact Acquisition Corp. from October 2021 to January 2022.

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

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Director since October 2018 Age: 65 Independent Chair of the Board of Directors Board Committees: • Audit • Finance and Capital Planning		Mohamed A. El-Erian Former Chief Executive Officer and Co-Chief Investment Officer of PIMCO Dr. El-Erian has served as Chair of our Board since April 2024, and previously served as Lead Director from May 2020 to March 2024. Dr. El-Erian served as CEO and Co-Chief Investment Officer of PIMCO, one of the world’s premier global investment management firms, from December 2007 to March 2014. He currently serves as Chief Economic Advisor of Allianz, the corporate parent of PIMCO, a role he has held since March 2014, and is the President of Queens’ College, Cambridge. Dr. El-Erian joined PIMCO in 1999 as a senior member of the portfolio management and investment strategy group. In February 2006, he became president and CEO of Harvard Management Company, the entity responsible for managing the university’s endowment, before returning to PIMCO in December 2007 to serve as co-CEO and co-CIO. From December 2012 to January 2017, he was chair of the U.S. President’s Global Development Council. Previously, he was a managing director at Salomon Smith Barney/Citigroup in London and worked at the International Monetary Fund for 15 years, rising to the position of Deputy Director. He serves as non-executive director of Barclays plc and is a member of its Board Risk and Board Nomination Committees. He is a trustee of the National Bureau of Economic Research and a columnist for Bloomberg and a contributing editor at the Financial Times. Dr. El-Erian’s qualifications to serve on our Board include his financial expertise, his significant international, macroeconomic and government experience and his executive leadership experience gained through his past roles, including as CEO and Co-Chief Investment Officer of PIMCO.

Director since February 2023 Age: 52 Independent Board Committees: • Corporate Governance and Sustainability • Audit		Carolyn N. Everson Senior Advisor for Permira; Former Vice President, Global Business Group of Meta Ms. Everson has served since January 2023 as a Senior Advisor for Permira, a private equity firm focused on technology and consumer brands. She has also served since September 2023 as a Senior Advisor for Boston Consulting Group (BCG) in the Technology, Media & Telecom and Marketing, Sales & Pricing practice areas. Before joining Permira and BCG, she served as President of Instacart from September to December 2021; before that, she was Vice President of the Global Business Group at Meta Platforms, Inc. from March 2011 to June 2021. Before joining Meta, Ms. Everson held leadership positions in advertising at Microsoft Corporate and MTV Networks Company. Ms. Everson serves on the Board of Directors of The Walt Disney Company and is a member of its Compensation Committee and on the Board of Directors of The Coca-Cola Company and is a member of its Talent and Compensation Committee. Ms. Everson previously served on the Board of Directors of The Hertz Corporation from 2013 to 2018 and on the Board of Directors of Hertz Global Holdings, Inc. from 2016 to 2018. She also serves on the boards of Villanova University, the Humane Society of the United States, and Columbia Medical School. In addition, she is a member of the Council of Foreign Relations. Ms. Everson earned a bachelor’s degree in liberal arts and communications from Villanova University and a master’s degree in business administration from Harvard Business School. Ms. Everson’s qualifications to serve on our Board include her executive leadership experience in consumer facing technology and media companies, her financial expertise, her experience in marketing and branding and her public company board experience.

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Director since September 2021 Age: 61 Independent Board Committees: • Human Capital and Compensation (Chair)		David W. Gibbs Chief Executive Officer of Yum! Brands, Inc. Mr. Gibbs serves as Chief Executive Officer of Yum! Brands, Inc. (“YUM”), a position he has held since January 2020, and has served as a member of YUM’s Board of Directors since November 2019. Before that, he served as President and Chief Operating Officer from August 2019 to December 2019, as President, Chief Financial Officer and Chief Operating Officer from January 2019 to August 2019 and as President and Chief Financial Officer from May 2016 to December 2018. Before these positions, he served as Chief Executive Officer of Pizza Hut Division from January 2015 to April 2016. From January 2014 to December 2014, Mr. Gibbs served as President of Pizza Hut U.S. Before these positions, Mr. Gibbs served as President and Chief Financial Officer of Yum! Restaurants International, Inc. (“YRI”) from May 2012 through December 2013. Mr. Gibbs served as Chief Financial Officer of YRI from January 2011 to April 2012. He served as Chief Financial Officer of Pizza Hut U.S. from September 2005 to December 2010. From March 2016 to January 2020, Mr. Gibbs served on the Board of Directors of Sally Beauty Holdings, Inc. Mr. Gibbs’ qualifications to serve on our Board include his financial expertise, international experience and his executive leadership experience with Yum! Brands, including his current role as Chief Executive Officer and his prior roles as President, Chief Operating Officer and Chief Financial Officer.

Director since October 2014 Age: 67 Independent Board Committees: • Corporate Governance and Sustainability • Finance and Capital Planning		Karen W. Katz Former President and Chief Executive Officer of Neiman Marcus Group LTD LLC Ms. Katz served as interim CEO of Intermix, an omni-channel women’s fashion business, from May 2022 through November 2022. Previously, she served as President and CEO of Neiman Marcus Group LTD LLC, one of the world’s leading luxury and fashion retailers, from 2010 to February 2018. Having joined Neiman Marcus in 1985, Ms. Katz served in key executive and leadership roles in the company’s merchant, stores and eCommerce organizations as Executive Vice President—Stores, a member of the Office of the Chairman of Neiman Marcus Group, and President, Neiman Marcus Online, and President and CEO, Neiman Marcus Stores. Ms. Katz serves on the Board of Directors of Humana Inc. and is the Chair of its Nominating, Governance & Sustainability Committee and a member of its Organization & Compensation Committee. She has served on the Board of Directors of The RealReal, Inc. since February 2021 and is a member of its Audit Committee, and has served as Chairperson since February 2024. Ms. Katz previously served on the Board of Directors of Casper Sleep from April 2019 to January 2022. Ms. Katz’s qualifications to serve on our Board include her digital and eCommerce experience and her executive leadership experience in the consumer retail sector with Neiman Marcus Group, including as President and Chief Executive Officer.

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Director since July 2012 Age: 72 Independent Board Committees: • Corporate Governance and Sustainability (Chair)		Eric T. Olson Admiral U.S. Navy (Retired) and former Commander of U.S. Special Operations Command Admiral Olson retired from the United States Navy in 2011 as an Admiral after 38 years of military service. He served in special operations units throughout his career, during which he earned a Master’s Degree in National Security Affairs and was awarded several decorations for leadership and valor including the Defense Distinguished Service Medal and the Silver Star. Admiral Olson’s career culminated as the head of the United States Special Operations Command from July 2007 to August 2011, where he was responsible for the mission readiness of all Army, Navy, Air Force, and Marine Corps special operations forces. In this capacity, he led over 60,000 people and managed an annual budget in excess of ten billion dollars. Admiral Olson served as Chief Executive Officer of HANS Premium Water, a clean water solution for homes, from June 2019 to May 2020. He has served as President and Managing Member of ETO Group, LLC since September 2011, supporting a wide range of private and public sector organizations. Admiral Olson serves on the Board of Directors of Iridium Communications, Inc. and is Chair of its Compensation Committee and on the Board of Directors of Palladyne AI (previously Sarcos Technology & Robotics Corp and is a member of its Audit Committee and Chair of its Compensation Committee. Admiral Olson also serves as Chairman Emeritus of the non-profit Special Operations Warrior Foundation. Admiral Olson’s qualifications to serve on our Board include his experience in technology and his significant government and leadership experience as an Admiral in the United States Navy, including his management of a large and complex organization as head of the United States Special Operations Command.

Director since our founding Age: 51 Founder, President and Chief Executive Officer		Kevin A. Plank President and Chief Executive Officer of Under Armour, Inc. Mr. Plank became Under Armour’s President and Chief Executive Officer in April 2024, after serving as Executive Chair and Brand Chief from January 2020 to March 2024. Prior to that, he served as Chief Executive Officer and Chair of the Board of Directors from 1996 to 2019, and President from 1996 to July 2008 and August 2010 to July 2017. Mr. Plank also serves on the Board of Directors of the National Football Foundation and College Hall of Fame, Inc., and is a member of the Board of Trustees of the University of Maryland College Park Foundation. As our founder, President and Chief Executive Officer and controlling stockholder since our inception in 1996 and as the driving force behind our innovative products and our brand, Mr. Plank is uniquely qualified to serve on and lead our Board given his experience, knowledge of our industry and business and strategic vision and insight.

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Director since

February 2023

Age: 59

Independent

Board Committees:

• Human Capital and Compensation

Patrick W. Whitesell

Executive Chairman of Endeavor Holdings Group

Mr. Whitesell has served since October 2017 as Executive Chairman of Endeavor Group Holdings, a global sports and entertainment company composed of industry-leading entities including entertainment agency WME; sports, fashion, events and media company IMG; and premier mixed martial arts organization UFC. Mr. Whitesell also serves on the Board of Directors of Endeavor. Previously, Mr. Whitesell served as Endeavor’s Co-Chief Executive Officer, following his role as Co-Chief Executive Officer of WME. Mr. Whitesell is a graduate of Luther College.

Mr. Whitesell’s qualifications to serve on our Board include his executive leadership experience, including as the current Executive Chairman of Endeavor Group Holdings and the prior Co-Chief Executive Officer, and his experience in marketing, branding and talent management.

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.

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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:

✓

Separate Chair and CEO

✓

Majority independent Board

✓

Fully independent Board committees

✓

Regular executive sessions of non-management directors

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Risk oversight

✓

Full access to management and internal and external auditors

✓

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

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

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Annual Board and committee self-evaluation

Board Leadership Structure

Our governing documents provide our Board of Directors discretion to combine or separate the positions of Chair and Chief Executive Officer as it may deem appropriate in light of prevailing circumstances. During fiscal year 2024, Kevin Plank served as our Executive Chair and Brand Chief, and Stephanie Linnartz served as our President and Chief Executive Officer and a member of our Board of Directors. We believe the separation of the roles of Chair and Chief Executive Officer allows the Chief Executive Officer to focus on our company’s business, operations and strategy, while continuing to leverage the Chair’s experience and perspective. To further strengthen our corporate governance structure and provide independent oversight of our company, on an annual basis our non-management directors historically elected an independent director to serve as Lead Director. Dr. El-Erian was elected to serve as our Lead Director during fiscal year 2024. He acted as a liaison between our Board’s non-management directors and Mr. Plank, Ms. Linnartz and the other members of our management team, chaired regular executive sessions of the Board without Mr. Plank and Ms. Linnartz present and performed other functions as requested by the non-management directors.

As previously disclosed, on April 1, 2024, Ms. Linnartz stepped down as President and Chief Executive Officer and a member of our Board of Directors, and Mr. Plank was appointed President and Chief Executive Officer. In connection with Mr. Plank’s appointment, our Board of Directors elected independent director Dr. El-Erian as Chair of the Board of Directors, with Mr. Plank remaining as a Board member. We believe the continued separation of the roles of Chair of the Board and Chief Executive Officer is best suited to the needs of our company at this time. In his capacity as Chair, Dr. El-Erian presides at all meetings of the Board (or selects an interim independent chair to preside

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over meetings at which he cannot be present), chairs regular executive sessions of the Board without Mr. Plank present, advises on Board meeting agendas and serves as principal liaison between the non-management directors and the Chief Executive Officer, as necessary.

Independence of Directors

Our Board of Directors currently consists of nine directors, eight (89%) of which are independent non-management directors. The Board has determined that the following eight directors, each of which is standing for election at our 2024 Annual Meeting, are independent under the corporate governance listing standards of the New York Stock Exchange, or NYSE: Douglas E. Coltharp, Jerri L. DeVard, Mohamed A. El-Erian, Carolyn N. Everson, David W. Gibbs, Karen W. Katz, Eric T. Olson and Patrick W. Whitesell. Mr. Plank is not independent because he is our President and Chief Executive Officer.

When determining the independence of the directors under NYSE standards, the Board considered certain company relationships. Mr. Whitesell is the Executive Chairman of Endeavor Group Holdings, a global sports and entertainment company. From time to time, we have ordinary course business relationships with certain Endeavor subsidiaries. During our fiscal year 2024, we paid approximately $1.6 million to portfolio companies for various activations and services, including sporting events, store openings and talent identification. In addition, during fiscal year 2024, Endeavor and its subsidiaries receive approximately $4 million in client commissions from clients’ Under Armour endorsement deals and royalty payments. Endeavor’s global revenue in 2023 was $5.96 billion. The Board has determined that these relationships are not material and have no impact on Mr. Whitesell’s independence.

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 corporate website, https://about.underarmour.com/, under “Investors—Corporate Governance.”

Board Meetings and Committees

Our Board meets regularly throughout the year. During fiscal year 2024, there were seven meetings of the Board and several committee meetings as noted in the table below. In fiscal year 2024, 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.

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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 the membership and meeting information for fiscal year 2024 for each of these committees.


Name	Audit Committee	Human Capital and Compensation Committee	Corporate Governance and Sustainability Committee	Finance and Capital Planning Committee

Douglas E. Coltharp	C			C

Jerri L. DeVard		✓	✓

Mohamed A. El-Erian	✓			✓

Carolyn N. Everson (1)	✓		✓

David W. Gibbs (1)		C

Karen W. Katz			✓	✓

Eric T. Olson			C

Patrick W. Whitesell		✓

Total Meetings in Fiscal Year 2024	5	5	4	4

✓ = Committee Member

C = Committee Chair

(1)	Ms. Everson replaced Mr. Gibbs as a member of the Audit Committee effective June 1, 2023.

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 corporate website, https://about.underarmour.com/, 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 the 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. In addition, the committee oversees risks related to information technology use and protection, including cybersecurity and data privacy. The Audit Committee Report for fiscal year 2024 is included in this Proxy Statement under “Audit Committee Report.”

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

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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. The committee also oversees our company’s key human capital management strategies and programs, including relating to diversity, equity and inclusion. Throughout fiscal year 2024, the Human Capital and Compensation Committee received briefings on and discussed a variety of human capital management topics, including strategies and metrics related to diversity, equity and inclusion and our employee engagement survey.

During fiscal year 2024, our CEO, Executive Chair and Brand Chief and other senior executives evaluated the performance of our executive officers and made recommendations to the Human Capital and Compensation Committee concerning their compensation. The committee considered these evaluations and recommendations, and its evaluation of the Executive Chair and Brand Chief and the CEO in determining the compensation of our Executive Chair 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 May 2024, 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, including our stock ownership guidelines, 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 fiscal year 2024, 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.

During fiscal year 2024, management separately engaged WTW for additional services related to providing access to general employee salary benchmarking data and providing services regarding the company’s sports marketing incentive awards and related insurance. The total compensation paid to WTW for these additional services in fiscal year 2024 was $250,672. Of these amounts, the Chair of the Human Capital and Compensation Committee pre-approved the commission payable to WTW for one sports marketing related insurance policy (totaling $77,960). The remaining engagements of WTW were reviewed with the Human Capital and Compensation Committee and the committee did not consider any of these engagements to compromise the independence of WTW. In fiscal year 2024, the Human Capital and Compensation Committee spent $196,563 for services related to determining or recommending the amount or form of executive and director compensation.

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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 fiscal year 2024 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 our upcoming fiscal year, is included below under the “—Compensation of Directors” section of this Proxy Statement.

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. The committee also oversees our company’s significant strategies, programs, policies and practices relating to sustainability (including environmental and human rights issues and impacts) and corporate responsibility. Throughout fiscal year 2024, the committee received quarterly briefings from our Chief Sustainability Officer on a variety of topics, including related to our company’s sustainability strategy, progress with respect to our sustainability targets and commitments and various sustainability related projects and initiatives. The committee also reviewed our FY2023 Sustainability & Impact Report prior to its publication in September 2023.

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, use of cash, share repurchase programs, 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 2023 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

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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 ranges from one to nineteen years, with an average tenure of 7.5 years. We have added at least one new independent director in three of the last five years, including two in fiscal year 2023. 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 Chair of the Board and other Board members and management, including the CEO, 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.

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 chairperson. See “—Communications with Directors” below for how to communicate with the chair 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.

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

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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, Chief Legal Officer 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 Chair 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 and the Corporate Secretary report 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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Audit Committee: Under its charter, the Audit Committee’s responsibilities include inquiring of management and our independent registered public accounting firm about significant financial risks or exposures, the company’s processes and policies for risk assessment and the steps management has taken to mitigate these risks to the company. The committee receives periodic reports from management on our enterprise risk management program and our risk mitigation efforts. The committee also oversees our legal and regulatory compliance programs, which includes receiving periodic reports from management on our global ethics and compliance program and reviewing our company’s code of conduct. In addition, the committee oversees our internal audit function, as well as risks related to information technology use and protection, including cybersecurity and data privacy, as described in more detail in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024.

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

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Corporate Governance and Sustainability Committee: The Corporate Governance and Sustainability Committee oversees risks relating to our corporate governance policies, practices and structure. The committee also oversees risks related to sustainability, including environmental and human rights issues and impacts.

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

Sustainability Oversight

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 quarterly updates from our Chief Sustainability Officer on these matters, and reviews and approves significant sustainability and corporate responsibility policies and reports.

Our corporate sustainability strategy is based on responsible business practices, including a commitment to sustainability and human rights and addressing related opportunities and risks. Our sustainability strategies and goals are reviewed and approved by our President and Chief Executive Officer, our Executive Leadership Team and our Sustainability Leadership Council, composed of our

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SEC Form DEF 14A filed by Under Armour Inc.