David Bergman
Under ArmourAbout David Bergman
David Bergman, age 52, has served as Under Armour’s Chief Financial Officer since November 2017 after joining the company in 2004; he previously held roles including Corporate Controller, VP Finance & Corporate Controller, SVP Corporate Finance, and Acting CFO, and began his career as a CPA at Ernst & Young and Arthur Andersen . In fiscal 2025, company performance metrics tied to executive pay included adjusted operating income of $212 million vs. a $190 million target and currency-neutral net revenue of $5.19 billion vs. a $5.25 billion target, driving a 115% payout under the annual incentive plan . Pay-versus-performance disclosures show fiscal 2025 company TSR of $28.92 (peer group $42.36), net loss of $201 million, and adjusted operating income of $212 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Under Armour | Chief Financial Officer | Nov 2017–present | Led global finance through restructuring and strengthened return-oriented financial discipline . |
| Under Armour | Acting CFO; SVP Corporate Finance; VP Finance & Corporate Controller; Corporate Controller | 2006–2017 (various) | Built finance and accounting leadership; supported IPO and international business development . |
| Ernst & Young LLP | Audit and assurance (CPA) | Pre-2004 | Served large public and private clients in consumer products and healthcare . |
| Arthur Andersen LLP | Audit and assurance (CPA) | Pre-2004 | Audit and consulting roles prior to joining Under Armour . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ernst & Young LLP | CPA, audit/assurance | Pre-2004 | Experience across consumer products and healthcare audits . |
| Arthur Andersen LLP | CPA, audit/assurance | Pre-2004 | Senior audit and consulting roles . |
Fixed Compensation
| Metric | FY 2022 TP | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Base Salary ($) | 184,615 | 752,885 | 750,000 | 752,885 |
| Target Bonus (% of Salary) | 75% (plan design) | 75% (plan design) | 75% (plan design) | 75% (plan design) |
| Actual Bonus Paid ($) | — | 273,797 | 70,436 | 648,500 |
Performance Compensation
| Metric | Weighting | Threshold | Target | Actual | Payout Factor |
|---|---|---|---|---|---|
| Adjusted Operating Income | 65% | $130m | $190m | $212m | Above target; overall plan 115% |
| Currency-Neutral Net Revenue | 35% | $5,025m | $5,250m | $5,194m | Between threshold and target; overall plan 115% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Class A/B) | 26,835 shares; less than 1% . |
| Beneficial Ownership (Class C) | 353,259 shares; less than 1% . |
| Unvested Time-Based RSUs (Class C) | 110,620 units outstanding at FY2025 year-end . |
| FY2025 Performance RSUs (Class C) | Target 110,620 units; earned 107% of target; vesting in three equal annual installments starting June 2025 . |
| Options | Not disclosed for Bergman in FY2025 outstanding awards table (RSUs only) . |
| Stock Ownership Guidelines | Executives must hold stock equal to 3x base salary (EVPs); all executive officers either in compliance or within five-year ramp . |
| Hedging/Pledging | Hedging prohibited; no director/officer shares pledged as security . |
Vesting Schedules and Award Structure
- FY2025 Time-Based RSUs: Vest in three equal annual installments on June 3, 2025; May 15, 2026; May 15, 2027, subject to continued employment .
- FY2025 Performance RSUs: Earned 107% based on FY2025 AOI and currency-neutral net revenue; vest in three equal annual installments beginning June 2025, then May 2026 and May 2027 .
- FY2026 Equity Program Change: Due to a settlement restriction, CFO received a restricted cash award in lieu of annual equity for FY2026, vesting in three equal annual installments from May 2026 (not performance or stock-price based) .
Compensation Grant Detail (FY2025)
| Award Type | Grant Date | Units / Grant Value | Vesting | Notes |
|---|---|---|---|---|
| Time-Based RSUs (Class C) | Jun 3, 2024 | 110,620 units; $750,000 grant-date fair value | Jun 2025; May 2026; May 2027 | Standard annual grant; 50% of annual equity mix . |
| Performance RSUs (Class C) | Jun 3, 2024 | Threshold 55,310; Target 110,620; Max 221,240 units; $750,000 grant-date fair value | If earned: Jun 2025; May 2026; May 2027 | FY2025 one-year performance period; 107% earned . |
Multi-Year Compensation (Summary)
| Metric | FY 2022 TP | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Salary ($) | 184,615 | 752,885 | 750,000 | 752,885 |
| Bonus ($) | — | — | — | — |
| Stock Awards ($) | 1,500,000 | 750,000 | 1,500,000 | 1,500,000 |
| Non-Equity Incentive ($) | — | 273,797 | 70,436 | 648,500 |
| All Other Comp ($) | 10,315 | 23,020 | 24,212 | 18,572 |
| Total ($) | 1,694,930 | 1,799,702 | 2,344,648 | 2,919,957 |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreements | None for named executive officers . |
| Executive Severance Program | If terminated without cause: lump-sum of 1.5x salary (EVP), pro-rated annual incentive based on company performance (if employed ≥6 months), 18 months paid medical/dental premiums (EVP), and career transition cash; one-year non-compete required . |
| Change-in-Control (CIC) Plan | Double trigger; severance equals 1.5x (salary + target bonus) for EVPs; forfeits annual bonus; one-year non-compete; no tax gross-up . |
| Potential Payments (as of Mar 31, 2024) | CIC termination/good reason: cash $1,968,750; benefits $106,162; equity vesting $2,859,877; total $4,934,789. Non-CIC termination without cause: cash $1,220,436; benefits $28,552. Non-compete enforced for any reason: $450,000. Death/disability: equity vesting $2,859,877 . |
| Clawback Policy | Dodd-Frank/NYSE compliant clawback of incentive comp for three prior fiscal years upon restatement; CEO/CFO additional reimbursement for misconduct-related restatements (SOX) . |
| CFO Transition | Reza Taleghani appointed CFO in Feb 2026; Bergman to step down and remain as senior advisor through Q1 FY2027 to ensure transition . |
Compensation Structure Analysis
- FY2025 cash incentive rose materially vs. FY2024 ($648,500 vs. $70,436) driven by above-target AOI performance and between-threshold-and-target net revenue, yielding 115% payout .
- FY2025 equity mix maintained at 50% time-based and 50% performance-based RSUs for NEOs; FY2025 performance RSUs shifted to a one-year performance period (vs. historical three-year), earning 107% and vesting over three years .
- FY2026 equity alignment temporarily reduced for the CFO by a restricted cash award in lieu of equity due to settlement restrictions; award vests over three years and is not tied to performance or stock price .
Compensation Peer Group
Capri Holdings, Carter’s, Columbia Sportswear, Deckers Outdoor, Hanesbrands, Levi Strauss, lululemon athletica, NIKE, PVH, Ralph Lauren, Skechers, Tapestry, Urban Outfitters, V.F. Corporation .
Say-On-Pay & Shareholder Feedback
Stockholders approved executive compensation with over 90% support at the 2024 Annual Meeting; no program changes were made in response .
Risk Indicators & Red Flags
- No shares pledged and hedging prohibited under insider trading policy .
- Robust clawback policy covers restatements and adds SOX reimbursement for CEO/CFO in misconduct cases .
- Planned CFO succession in Feb 2026 introduces near-term transition risk, mitigated by Bergman’s advisory role into Q1 FY2027 .
Investment Implications
- Pay-for-performance alignment appears intact: FY2025 metrics drove above-target incentive payouts and FY2025 performance RSU vesting at 107% of target, while TSR lagged the peer group in FY2025 (UA $28.92 vs. peers $42.36) .
- The FY2026 restricted cash award (in lieu of equity) for the CFO lowers equity-at-risk exposure near term and could modestly reduce insider selling pressure, but may dilute direct stock-price linkage for this role during the restriction period .
- Succession plan clarifies continuity with Bergman’s advisory tenure; severance/CIC terms and clawback reduce governance risk and align with shareholder-friendly standards (double trigger; no tax gross-up; hedging ban) .