Dawn Fitzpatrick
Under ArmourAbout Dawn N. Fitzpatrick
Dawn N. Fitzpatrick (age 55) is an independent director of Under Armour, appointed April 15, 2025; she serves on the Audit Committee and the Finance and Capital Planning Committee (effective May 1, 2025) and is designated an SEC/NYSE “audit committee financial expert” . She is CEO & CIO of Soros Fund Management (since 2017), previously spent 25 years at UBS including Head of Investments at UBS Asset Management and CEO/CIO of UBS O’Connor; she holds a bachelor’s degree from the Wharton School, University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Soros Fund Management, LLC | Chief Executive Officer & Chief Investment Officer | 2017–Present | Leads multi-asset investment firm; deep markets and risk oversight experience |
| UBS Asset Management | Head of Investments; Member, UBS AM Executive Committee | Prior to 2017; part of 25-year UBS tenure | Led investment organization; executive leadership and financial expertise |
| UBS O’Connor (hedge fund unit) | Chief Executive Officer; Chief Investment Officer | Earlier within UBS tenure | Hedge fund leadership; risk and trading oversight |
| Federal Reserve Bank of New York | Investor Advisory Committee on Financial Markets | Completed six-year term (prior service) | Market structure and policy advisory experience |
External Roles
| Organization | Role | Committees/Body | Notes |
|---|---|---|---|
| Barclays plc | Non-executive Director | Remuneration; Risk; Sustainability | Current public company directorship; committee experience relevant to UAA oversight |
| Federal Reserve Bank of Dallas | Financial Sector Advisory Council | Chair | Macro/financial stability advisory role |
| The Bretton Woods Committee | Advisory Council | Member | Global economic policy forum engagement |
| Bloomberg New Economy | Advisory Board | Member | Global business/policy advisory engagement |
Board Governance
- Independence and board mix: UAA’s board is 92% independent; the Board determined Ms. Fitzpatrick is independent under NYSE standards .
- Committee assignments (effective dates): Audit; Finance & Capital Planning; appointed April 15, 2025; committee service effective May 1, 2025 .
- Audit committee financial expert: The Board designated Ms. Fitzpatrick (along with others) as an “audit committee financial expert” under SEC/NYSE rules .
- Meetings and attendance: FY2025 Board met 6 times; committees met Audit 5, Human Capital & Compensation 5, Corporate Governance & Sustainability 4, Finance & Capital Planning 4; all directors serving in FY2025 attended ≥75% of aggregate board/committee meetings (Ms. Fitzpatrick joined after FY2025 year-end) .
- Executive sessions: Non-management directors meet in executive session at each regularly scheduled Board meeting .
- Director nomination: Recommended to the Corporate Governance & Sustainability Committee by the Board Chair (Dr. Mohamed A. El‑Erian); unanimously recommended by the committee .
UAA Committee Structure (FY2025 context)
| Committee | Chair | FY2025 Meetings | Ms. Fitzpatrick Membership |
|---|---|---|---|
| Audit | Douglas E. Coltharp | 5 | Member (effective May 1, 2025) |
| Human Capital & Compensation | David W. Gibbs | 5 | Not a member |
| Corporate Governance & Sustainability | Eric T. Olson | 4 | Not a member |
| Finance & Capital Planning | Douglas E. Coltharp | 4 | Member (effective May 1, 2025) |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $90,000 | Payable quarterly; directors may defer into DSUs |
| Committee member retainer (each committee) | $10,000 | Annual |
| Committee Chair retainers | Audit $30,000; HCC $25,000; CG&S $22,500; Finance $22,500 | Annual |
| Board Chair retainer | $175,000 | No committee member retainer if Board Chair |
| Meeting fees | $0 | No separate meeting fees in FY2025 |
| Cash deferral | Optional into DSUs (Class C) | Settled in stock 6 months post‑board service end (or earlier on death/disability) |
FY2025 director compensation table did not include Ms. Fitzpatrick because she was appointed after FY2025 year‑end (March 31, 2025) .
Performance Compensation
| Award Type | Grant Value | Vesting | Settlement/Acceleration |
|---|---|---|---|
| Initial RSU grant (Class C) | $100,000 | Vests in three equal annual installments | Converts to DSUs upon vest; DSUs settle 6 months after board service ends (or on death/disability); full vest on change in control |
| Annual RSU grant (Class C) | $150,000 | Vests in full at the next Annual Meeting | Same as above; full vest on change in control |
| Ms. Fitzpatrick Equity Holdings (as of Record Date June 6, 2025) | Amount (shares) |
|---|---|
| Class A DSUs | 0 |
| Class C DSUs | 0 |
| Class C RSUs | 30,374 |
- No hedging: Directors are prohibited from short sales and derivatives (puts/calls) under the insider trading policy .
- Pledging: Policy does not prohibit pledging, but no directors or executive officers had any shares pledged as security in FY2025 .
Other Directorships & Interlocks
| Company/Entity | Relationship to UAA | Notes |
|---|---|---|
| Barclays plc (Public) | None disclosed | Ms. Fitzpatrick is a non‑executive director; no related‑party transactions with UAA disclosed |
| Soros Fund Management (Private) | None disclosed | No transactions with related persons involving Ms. Fitzpatrick disclosed; Audit Committee oversees related‑party review policy |
Expertise & Qualifications
- Financial expertise and executive leadership: Identified by UAA as a key skill; audit committee financial expert designation underscores depth in financial reporting, controls, and risk .
- Public company board experience: Current non‑executive director at Barclays with Remuneration, Risk, Sustainability committee service .
- International and market risk perspective: Advisory roles at Dallas Fed (Chair), Bretton Woods Committee, and Bloomberg New Economy Advisory Board add macro/market oversight capability .
Equity Ownership
| Beneficial Ownership (June 6, 2025) | Class A/B Shares | % of Class | Class C Shares | % of Class | Voting Power % |
|---|---|---|---|---|---|
| Dawn N. Fitzpatrick | 0 | <1% | 0 | <1% | <1% |
| Deferred/Unvested Balances (June 6, 2025) | Class A DSUs | Class C DSUs | Class C RSUs |
|---|---|---|---|
| Dawn N. Fitzpatrick | 0 | 0 | 30,374 |
- Ownership guidelines: Non‑management directors must own UAA stock equal to 5x the annual retainer within 5 years of joining the Board; directors are either compliant or within their 5‑year window (Ms. Fitzpatrick is within the window) .
- Hedging/pledging: Hedging prohibited; no shares pledged by any directors/officers as of FY2025 .
Governance Assessment
- Positives for investor confidence: Independent status; appointment to Audit and Finance & Capital Planning; SEC “audit committee financial expert” designation; robust related‑party review overseen by Audit Committee; hedging ban and no pledging; director ownership guideline with 5‑year compliance window; strong 2024 say‑on‑pay support (>90%) signaling shareholder alignment on compensation governance .
- Engagement/attendance: FY2025 Board/committee cadence indicates active oversight; all directors serving in FY2025 met ≥75% attendance threshold; Ms. Fitzpatrick’s attendance will be reported starting FY2026 due to April 2025 appointment .
- Watch items/RED FLAGS: Director RSUs accelerate in full upon a change in control (single‑trigger for directors), which some investors view as less optimal than double‑trigger designs; director equity is time‑based (not performance‑based), standard for directors but should be weighed against alignment via ownership guidelines .
No related‑party transactions involving Ms. Fitzpatrick were disclosed in FY2025; listed related‑party items involved other individuals, and the company maintains a formal policy requiring Audit Committee review/approval for transactions >$120,000 with related persons .
Supplemental Context (Board-Level Signals)
- Board independence: 11 of 12 directors independent (92%) in FY2025; non‑management directors hold executive sessions at each regularly scheduled meeting .
- Director nomination process: Ms. Fitzpatrick was identified via the Corporate Governance & Sustainability Committee process and recommended by the independent Board Chair, supporting independence in refreshment .
- Stockholder engagement: 2024 say‑on‑pay approved by >90%; HCC Committee uses an independent compensation consultant (WTW) for executive compensation; while not directly about director pay, it reflects governance processes around compensation .