Carolyn Everson
Under ArmourAbout Carolyn N. Everson
Carolyn N. Everson, age 53, has served as an independent director of Under Armour since February 2023. She holds a bachelor’s degree from Villanova University and an MBA from Harvard Business School, with a background in senior leadership roles across technology, media, and consumer platforms, including Vice President of the Global Business Group at Meta and President of Instacart . Her board tenure spans over two years and she is designated independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms, Inc. | Vice President, Global Business Group | Mar 2011 – Jun 2021 | Led global advertising relationships; consumer tech/media expertise |
| Instacart | President | Sep 2021 – Dec 2021 | Short-term leadership transition |
| Microsoft; MTV Networks | Advertising leadership positions | Prior to 2011 | Digital/media commercial leadership |
External Roles
| Organization | Role | Committees |
|---|---|---|
| The Walt Disney Company | Director | Compensation Committee |
| The Coca-Cola Company | Director | Finance; Talent and Compensation Committees |
| Boston Consulting Group | Senior Advisor (TMT; Marketing, Sales & Pricing) | Advisory role since Sep 2023 |
| Permira | Senior Advisor (tech & consumer) | Advisory role since Jan 2023 |
| Villanova University; Columbia Medical School | Board member | Non-profit boards |
Board Governance
- Independence: Board determined Everson is independent under NYSE standards; Board also reviewed additional independence factors relating to relationships with CEO Kevin Plank and his family and found none for any independent directors .
- Committee assignments: Audit Committee member; Corporate Governance and Sustainability Committee member .
- Attendance: In FY2025, all directors attended at least 75% of the aggregate Board and committee meetings; Board met 6 times; committee meetings held—Audit (5), Human Capital & Compensation (5), Corporate Governance & Sustainability (4), Finance & Capital Planning (4) .
- Board leadership: Separate independent Chair (Mohamed El‑Erian) and CEO roles; Under Armour agreed to maintain separation for three years under a 2024 settlement .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $90,000 | Standard non-management director retainer |
| Committee Member Retainers | $10,000 | Per committee membership; Everson sits on Audit and Corporate Governance |
| Committee Chair Fees | N/A | Not a chair; chair fee levels: Audit $30,000; HCC $25,000; CG&S $22,500; Finance $22,500 |
| Fees Earned/Paid in Cash | $110,000 | Everson FY2025 cash total |
| Cash Deferred | $20,000; 2,890 DSUs | Converted to Class C DSUs under director plan |
Performance Compensation
| Equity Component | Grant Value | Instrument & Vesting | Notes |
|---|---|---|---|
| Annual Director Equity | $150,000 | RSUs in Class C; vest in full at next annual meeting; convert to DSUs at vesting with delivery 6 months post-board departure | Annual award following each stockholder meeting |
| Initial Board Election Equity | $100,000 (policy) | RSUs in Class C; vest in 3 equal annual installments; convert to DSUs at vest | Applies upon initial election |
| Current Unvested RSUs Held | 21,972 shares (Class C) | Director RSUs | As of Record Date (June 6, 2025) |
Note: Director equity is time-based only; there are no performance-metric-based director awards disclosed (performance metrics apply to executives, not directors) .
Other Directorships & Interlocks
- Interlocks: No related-party transactions disclosed for Everson. Board reviewed ordinary-course relationships with Endeavor (Patrick Whitesell) and deemed immaterial; no impact on Whitesell’s independence. Board reviewed added independence factors vis‑à‑vis Mr. Plank and found none for independent directors .
- Potential conflicts: Disney and Coca‑Cola are major consumer brands but no Under Armour related-party transactions with those issuers are disclosed in the proxy; Everson remains independent .
Expertise & Qualifications
- Skills matrix: Executive leadership; technology/digital & eCommerce; marketing/branding/media; financial expertise; international experience; public company board experience .
- Education: BA Villanova; MBA Harvard Business School .
- Governance: Service on audit and governance committees at UA aligns her skillset with oversight of risk, controls, and governance practices .
Equity Ownership
| Ownership Detail | Amount | As-of | Notes |
|---|---|---|---|
| Beneficially owned Class A & B | 0; less than 1% | Record Date June 6, 2025 | No Class A/B ownership; not pledged |
| Beneficially owned Class C | 0; less than 1% | Record Date June 6, 2025 | Under table excludes RSUs/DSUs vesting >60 days; none pledged |
| DSUs held (Class C) | 52,139 | Record Date June 6, 2025 | Delivered 6 months post-departure |
| RSUs held (Class C) | 21,972 | Record Date June 6, 2025 | Annual + initial appointment grants |
| Stock ownership guideline | 5x annual director retainer | Policy | Qualifying equity includes owned shares, DSUs, and unvested time-based RSUs; excludes unearned PSUs and options |
| Hedging/Pledging | Hedging prohibited; no pledging by directors/officers | Policy | Positive alignment signal |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Instrument | Units/Price | Beneficial Ownership After | Notes |
|---|---|---|---|---|---|---|
| 2025-01-06 | 2025-01-02 | Director fee deferral | Class C DSUs | 686.81 at $0 | 73,291.14 shares (Class C) | Remarks note: No Class A (UAA) beneficially owned |
| 2025-09-05 | 2025-09-03 | Annual director RSU grant | Class C RSUs | Grant reported; price $0; annual RSU plan | — | Filing describes annual RSU grant under director plan; remarks: No Class A owned |
| 2025-10-02 | 2025-10-01 | Director fee deferral | Class C DSUs | 1,024.59 at $0 | 106,552.09 shares (Class C) | Remarks note: No Class A (UAA) beneficially owned |
Governance Assessment
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Strengths
- Independence affirmed; service on Audit and Governance committees enhances oversight of financial reporting, controls, cybersecurity, and sustainability/governance frameworks .
- Attendance meets policy; Board and committees met regularly; Everson is engaged across two committees .
- Compensation alignment: Mix of cash ($110k) and equity ($150k RSUs), with ability to defer into DSUs; no meeting fees; standard market structure—supports alignment via equity that delivers only after departure .
- Ownership policy: 5x retainer guideline; DSUs and time-based RSUs count toward compliance; hedging prohibited; no pledging—strong alignment signals .
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Potential Watch Items
- External board commitments at Disney and Coca‑Cola may raise time-commitment considerations, but no conflicts disclosed; independence maintained .
- Company noted derivative actions naming certain directors and officers; no expense advances to independent directors indicated, with advances only to Mr. Plank and Mr. Frisk—monitor outcomes but no specific adverse disclosure for Everson .
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Net View
- Everson’s marketing, digital, and public board experience is strategically relevant to UA’s brand and eCommerce priorities, while Audit/Governance committee service supports board effectiveness. Compensation and ownership practices reflect investor-friendly alignment, with no related-party red flags identified for Everson .