Douglas Coltharp - Director | Under Armour (UAA) Executive Profile & Compensation

About Douglas E. Coltharp

Independent director since December 2004 (age 64), Coltharp is Executive Vice President and Chief Financial Officer of Encompass Health (since May 2010). Prior roles include Partner at Arlington Capital Advisors/Arlington Investment Partners (2007–2010) and EVP/CFO of Saks Incorporated (1996–2007), giving him deep financial and retail-sector credentials. He serves as Audit Committee Chair and Finance & Capital Planning Committee Chair and is designated an “audit committee financial expert.”

Past Roles

Organization	Role	Tenure	Committees/Impact
Encompass Health Corporation	EVP & Chief Financial Officer	May 2010–present	Large-cap CFO; financial reporting and controls leadership
Arlington Capital Advisors / Arlington Investment Partners	Partner	May 2007–Apr 2010	M&A and advisory experience
Saks Incorporated	EVP & Chief Financial Officer	1996–May 2007	Public retail CFO; financial discipline and capital markets exposure

External Roles

Company/Institution	Role	Public Company Board?	Notes
Encompass Health Corporation	EVP & CFO	No (management, not director)	Healthcare sector; non-overlapping with UAA core business
Other public company boards	—	—	None disclosed

Board Governance

Independence: Board determined Coltharp is independent under NYSE rules .
Committee leadership: Audit (Chair) and Finance & Capital Planning (Chair). Audit met 5 times; Finance met 4 times in FY2025 .
Attendance: All directors attended ≥75% of Board and committee meetings (FY2025) . All directors attended the 2024 Annual Meeting .
Audit committee financial expert: Coltharp qualifies under SEC/NYSE standards .
Board structure: Separate Chair (Mohamed El‑Erian) and CEO (Kevin Plank) maintained per 2024 settlement; regular executive sessions of non-management directors .

Fixed Compensation

Component	FY2024	FY2025	Notes
Annual Board Retainer (cash)	$90,000	$90,000	Option to defer into DSUs; no meeting fees
Audit Committee Chair Retainer	$30,000	$30,000	Chair differential
Finance & Capital Planning Chair Retainer	$22,500	$22,500	Chair differential
Committee Member Retainer	N/A (Chair roles)	N/A (Chair roles)	Board Chair retainer not applicable to him
Fees Earned (cash total)	$142,500	$142,500	Sum of Board + Chair fees
Cash Deferred into DSUs	$142,500; 20,361 DSUs	$142,500; 20,588 DSUs	Non-Employee Directors DSU Plan

Performance Compensation

Equity Element	Grant Value	Vesting/Performance	Settlement/Other
Annual RSU (Class C)	$150,000 in FY2024 ; $150,000 in FY2025	Vests in full at next Annual Meeting (time-based; no performance metrics)	Converts to DSUs at vest; delivered 6 months after Board departure (or earlier upon death/disability)
Initial Board RSU (on appointment)	$100,000 (policy)	Vests in three equal annual installments (time-based)	Same DSU conversion/settlement rules
Director DSU/RSU holdings (as of record date)	Class A DSUs: 54,820; Class C DSUs: 242,054; Class C RSUs: 18,987	Time-based vesting only; no pay-for-performance metrics for directors	Shares delivered 6 months post Board exit

Note: Under Armour’s director equity is solely time-based; performance metrics (revenue, OI, TSR, ESG) apply to executive awards, not non-management directors .

Other Directorships & Interlocks

Entity	Relationship	Potential Conflict?	Board Independence Impact
Encompass Health (CFO role)	External employer (healthcare)	None disclosed with UAA; unrelated industry	Board affirmed independence
Related party transactions	None disclosed involving Coltharp	—	—
Endeavor (Whitesell) ordinary-course ties	Board reviewed Endeavor relationships; not material, no independence impact (applies to Whitesell)	Not applicable to Coltharp	Board independence intact

Expertise & Qualifications

Financial expertise; designated audit committee financial expert .
Public company board experience; executive leadership and retail industry experience per Board skills matrix .
Extensive CFO background (retail and healthcare), M&A and capital planning capabilities supporting Finance Committee chairwork .

Equity Ownership

Category (as of June 6, 2025 Record Date)	Amount	% of Class	Notes
Class A & B beneficially owned	98,914 shares; less than 1% (*)	*	Includes trust and UTMA accounts per footnote
Class C beneficially owned	99,279 shares; less than 1% (*)	*	Includes trust and UTMA accounts per footnote
Class A DSUs	54,820 units	—	Settle 6 months post Board exit
Class C DSUs	242,054 units	—	Same settlement rule
Class C RSUs (unvested)	18,987 units	—	Annual director grant
Pledged shares	None for directors/officers	—	Hedging prohibited; pledging not practiced
Ownership guidelines	Directors: 5× annual retainer; all in compliance or within 5-year window	—	Aligns interests with shareholders

Governance Assessment

Strengths: Independent director with long tenure, dual-chair of Audit and Finance committees, and SEC/NYSE “financial expert” status—signals robust oversight of reporting, controls, capital allocation, and risk (including cyber and compliance) . Time-based equity and DSU deferral of 100% of cash retainer in FY2024–FY2025 demonstrate ownership alignment without short-term performance gaming .
Engagement: >75% meeting attendance; active leadership across two critical committees; regular executive sessions and independent Board Chair structure enhance effectiveness .
Conflicts/Related-party: No related-party transactions disclosed involving Coltharp; Board charter requires additional independence screening vis‑à‑vis CEO Plank’s relationships—no issues found .
Shareholder signals: Prior say-on-pay approval >90% (2024), a positive governance backdrop; Audit Committee report signed by Coltharp indicates direct accountability for audit oversight .
Red flags: None disclosed specific to Coltharp (no pledging/hedging, no attendance shortfalls, no related-party ties, no legal or SEC actions noted) .

(*) Less than 1% as presented in the company’s beneficial ownership table.