Under Armour Inc

Human Capital and Compensation Committee review process

In early 2024, 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.

In May 2025, in conjunction with the review of performance against the fiscal year 2025 annual cash incentive plan targets and fiscal year 2026 salaries and annual equity awards for executive officers, the Human Capital and Compensation Committee reviewed tally sheets relating to executive officer compensation that were prepared by management. The tally sheets included summary compensation information for fiscal year 2023 through fiscal year 2025, including base salary, annual cash incentive awards and equity awards, and the value of unvested equity awards vesting in 2025 and future years.

The Human Capital and Compensation Committee reviewed similar tally sheet data in 2024 in conjunction with the approval of fiscal year 2025 base salaries and annual equity awards for executive officers.

Management’s role in determining compensation

As discussed throughout this Compensation Discussion and Analysis section, management makes recommendations to the Human Capital and Compensation Committee on base salaries, annual cash incentive awards, annual equity awards and other types of compensation for executive officers, other than our President and Chief Executive Officer, Mr. Plank. With respect to fiscal year 2025, in early fiscal year 2025 Mr. Plank, with input from other senior executives, 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. Given that Mr. Plank returned as President and Chief Executive Officer effective as of the start of fiscal year 2025, his fiscal year 2025 compensation was approved by the committee in connection with his return to the role in early fiscal year 2025.

Certain executives, including our Chief Executive Officer, our Chief People Officer, our Vice President of Total Rewards and Shared Services, our Chief Financial Officer and our Chief Legal Officer and Corporate Secretary, have also been involved in recommendations on the design and framework for our annual cash incentive awards and our annual 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.