Under Armour, Inc.
For the period ended Aug 26, 2026. Filed Jul 15, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 26, 2026 · Filed Jul 15, 2026
Contents
Objectives and Elements of our Compensation Program
The overall objectives of our compensation program for our executive officers are to:
Attract and retain highly qualified executives committed to our brand;
Reward performance and motivate our executives to build and grow our business profitably;
Align the interests of our executives with the interests of our stockholders;
Provide competitive pay based on peer group and market data; and
Provide internally equitable compensation to recognize our team-based approach.
During fiscal year 2026, the critical elements of our executive compensation program for our named executive officers that are designed to help achieve these objectives are as follows:
| Compensation Element | Purpose | Key Characteristics | |||
| FIXED | |||||
|---|---|---|---|---|---|
| Base Salary | Compensate fairly and competitively to help us attract and retain highly qualified executives | Determined primarily by the level of responsibility and experience while also considering competitive market data and internal equity | |||
| AT RISK | |||||
| Annual Cash Incentive Awards | Reward executives for the achievement of near-term financial objectives and individual performance | Target cash incentive amount set as a percentage of base salaryActual payout based on performance against pre-established financial targets and an individual performance factor | |||
| Equity Awards | Directly link the interests of executives with stockholders, promote retention and reward strong performance to create long-term stockholder value | Historically reflected a combination of time based and performance based restricted stock unitsGiven uncertainty related to evolving global trade policy, our named executive officers (other than our Chief Executive Officer and Chief Financial Officer) were granted 100% time based restricted stock units for fiscal year 2026, with the value of the awards directly tied to our stock price Time based awards vest in three equal annual installments | |||
As discussed further throughout this discussion and analysis, the fiscal year 2026 annual equity award granted to our President and Chief Executive Officer was a performance based award vesting in certain annual increments only upon achievement of a share-price hurdle and time-based non-qualified stock options for the Company’s Class C common stock. As our founder and majority stockholder, tying the majority of Mr. Plank’s compensation solely to achievement of a significant share price increase represents his commitment to the performance and growth of our business and provides further alignment with the interests of our stockholders.
As previously disclosed, in June 2024, our company entered into a settlement agreement resolving a securities class action lawsuit. Under the terms of the settlement, we agreed to a non-monetary provision restricting our ability to grant time based restricted stock or restricted stock units to our Chief Executive Officer, Chief Financial Officer and Chief Legal Officer for a three-year period. As described above, in February 2026, Mr. Taleghani joined our company as Chief Financial Officer and was granted a fiscal year 2026 annual equity award in the form of time-based non-qualified stock options for the Company’s Class C common stock. In May 2025, given the uncertainty regarding the global trade environment and potential impacts on our results of operations, as well as the Human Capital and Compensation Committee’s decision to not grant our named executive officers (other than our Chief Executive Officer) performance based equity awards, the committee granted Mr. Bergman, our Chief Financial Officer at the time, a restricted cash award in lieu of an annual equity award for fiscal year 2026. This award was valued at the same amount that the grant date fair value of his annual equity award would have been, vesting in three equal annual installments.
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 fiscal year 2026 for any executive officers. See “—Benefits and Perquisites” below. Our annual equity awards include provisions allowing the acceleration of all or a portion of unvested amounts upon retirement for employees that meet certain criteria based on age and years of service. None of our named executive officers currently meet these retirement eligibility criteria.
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