David Gibbs
Under ArmourAbout David W. Gibbs
David W. Gibbs is an independent director of Under Armour, Inc. and Chair of its Human Capital and Compensation Committee. He has served on UAA’s board since September 2021 and is currently 62 years old . Gibbs is the Chief Executive Officer of Yum! Brands, Inc. and has been a member of Yum’s board since November 2019, bringing executive leadership, financial expertise, and international experience to UAA’s board . UAA’s board designates Gibbs as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Under Armour, Inc. | Director (Independent) | Sep 2021–present | Chair, Human Capital & Compensation Committee |
| Yum! Brands, Inc. | Chief Executive Officer | Jan 2020–present | Executive leadership, financial expertise, international experience |
| Yum! Brands, Inc. | Board Director | Nov 2019–present | Executive leadership oversight |
| Yum! Brands, Inc. | President & COO | Aug 2019–Dec 2019 | Operational leadership |
| Yum! Brands, Inc. | President, CFO & COO | Jan 2019–Aug 2019 | Finance and operations |
| Yum! Brands, Inc. | President & CFO | May 2016–Dec 2018 | Financial leadership |
| Pizza Hut Division (Yum) | Chief Executive Officer | Jan 2015–Apr 2016 | Business turnaround leadership |
| Pizza Hut U.S. | President | Jan 2014–Dec 2014 | U.S. brand leadership |
| Yum! Restaurants International (YRI) | President & CFO | May 2012–Dec 2013 | International finance and strategy |
| Yum! Restaurants International (YRI) | Chief Financial Officer | Jan 2011–Apr 2012 | Financial oversight |
| Pizza Hut U.S. | Chief Financial Officer | Sep 2005–Dec 2010 | Financial oversight |
External Roles
| Company | Role | Status / Tenure | Committees |
|---|---|---|---|
| Yum! Brands, Inc. | CEO; Board Director | CEO since Jan 2020; Director since Nov 2019 | Not specified at UAA; executive role at Yum |
| Sally Beauty Holdings, Inc. | Board Director | Mar 2016–Jan 2020 (prior) | Not specified |
Board Governance
- Committee assignments (FY2025): Human Capital & Compensation Committee – Chair; not listed on other UAA committees .
- Board composition: Majority independent; Gibbs is independent under NYSE standards .
- Meeting attendance: In FY2025, all directors attended at least 75% of aggregate Board/committee meetings; Board met 6 times and key committees met 4–5 times .
- Executive sessions: Non-management directors meet in executive session at each regularly scheduled Board meeting .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual Director Retainer (Cash) | $90,000 | $90,000 |
| Committee Chair Fee (Human Capital & Compensation) | $25,000 | $25,000 |
| Meeting Fees | None | None |
| Annual Equity Grant (RSUs; grant-date value) | $150,000 | $150,000 |
| Chair of the Board Retainer (context) | $50,000 (FY2024, Lead Director) | $175,000 (Board Chair; not applicable to Gibbs) |
Director-specific compensation (reported):
| Name | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| David W. Gibbs (FY2024) | $116,676 | $150,000 | $266,676 |
| David W. Gibbs (FY2025) | $115,000 | $150,000 | $265,000 |
Cash deferral election (FY2025):
| Name | Cash Deferred | DSUs Issued (#) |
|---|---|---|
| David W. Gibbs | $115,000 | 16,615 |
Performance Compensation
- UAA non-management director equity is time-based RSUs, not performance-based; annual RSUs vest at the following Annual Meeting; initial election grant vests over 3 years .
- RSU and DSU holdings: | Instrument | Count | |---|---:| | Class C RSUs held (as of Mar 31, 2025) | 18,987 | | Class C DSUs held (as of Record Date, Jun 6, 2025) | 102,432 | | Settlement | DSUs settle six months after leaving Board (or sooner upon death/disability) |
Other Directorships & Interlocks
| Company | Relationship to UAA | Exposure / Transactions |
|---|---|---|
| Endeavor (another director’s company) | Board assessed limited ordinary-course relationships with Endeavor subsidiaries; not related to Gibbs | Determined not material; Whitesell independence unaffected |
| Yum! Brands (Gibbs) | No related-party transactions disclosed involving Gibbs | Gibbs deemed independent; no material relationships with CEO or family under charter |
Expertise & Qualifications
- Executive leadership and strategy; financial expertise; international experience; public company board experience .
- UAA biography highlights CFO and CEO roles across Yum divisions and global operations, underscoring finance and international leadership .
Equity Ownership
| Security Class | Beneficially Owned Shares | % of Class | Notes |
|---|---|---|---|
| Class A & B | 0 | * (<1%) | — |
| Class C | 50,000 | * (<1%) | Shares held in trust |
| Pledged Shares | None (directors/officers) | — | Hedging prohibited by policy |
Stock ownership guidelines:
- Non-management directors must own stock equal to 5× annual retainer; all directors are either compliant or within the 5-year window to achieve .
Governance Assessment
- Independence and role: Gibbs is an independent director and chairs the Human Capital & Compensation Committee, positioning him to influence pay practices and human capital strategy .
- Engagement: FY2025 attendance threshold met across directors; committee met 5 times, indicating active oversight cadence .
- Compensation design: Director pay mix aligns with investor-friendly practices (cash retainer, modest chair fees, annual RSUs; no meeting fees) .
- Ownership alignment: Significant DSU accumulation and RSU grants; no pledging; hedging prohibited, supporting alignment and risk control .
- Say-on-pay signal: >90% approval at the 2024 meeting; program stability and shareholder support continued into 2025 consideration .
- Compensation committee process: Uses independent consultant (WTW) with independence assessed; committee spent ~$230.6k on compensation services in FY2025, and reviewed additional management engagements for independence impacts .
- RED FLAGS: None disclosed specific to Gibbs (no related-party transactions, no pledging, no hedging, no attendance concerns) .
Notes on UAA Compensation Committee Analytics (context for Gibbs as Chair)
- FY2025 executive annual cash incentive metrics: Adjusted Operating Income (65%) and Currency Neutral Net Revenue (35%); committee adjusted design mid-year to focus on financial metrics .
- FY2025 executive performance-based equity: One-year performance period; 107% of target earned on combined AOP and currency-neutral revenue; underscores committee’s alignment of incentives with profitability and revenue .
Overall, Gibbs’ governance profile reflects strong independence, deep finance and operating experience, and disciplined pay/ownership alignment with no disclosed conflicts or red flags at UAA .