Eugene Smith
Under ArmourAbout Eugene D. Smith
Eugene D. Smith (age 69) is an independent director of Under Armour, appointed April 15, 2025. He is the former Senior Vice President and Athletic Director at Ohio State University (2005–2024) and holds a bachelor’s degree in business administration from Notre Dame, where he played on the 1973 national championship football team and later served on the coaching staff for the 1977 title. He serves on Under Armour’s Human Capital & Compensation and Corporate Governance & Sustainability Committees and was determined independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ohio State University | Senior Vice President & Athletic Director | 2005–2024 | Co-chaired NCAA Federal-State Legislative Working Group on NIL; member of College Football Playoff Selection Committee; service on NCAA Management Council, Committee on Infractions, Executive Committee, Football Rules Committee, President’s Commission Liaison Committee |
| Arizona State University | Director of Athletics | 2000–2005 | Leadership of athletic department |
| Iowa State University | Director of Athletics | 1993–2000 | Leadership of athletic department |
| Eastern Michigan University | Director of Athletics | 1986–1993 | Leadership of athletic department |
| University of Notre Dame | Assistant Football Coach | Not disclosed (post-grad) | Staff on 1977 national championship team |
External Roles
| Organization | Role | Tenure | Detail |
|---|---|---|---|
| NCAA | Chair, Men’s Basketball Committee | 2011 | Chaired the 2011 NCAA Men’s Basketball Committee |
| NCAA | Co-Chair, Federal–State Legislative Working Group (NIL) | Not disclosed | Advised on name, image, and likeness policy |
| College Football Playoff | Selection Committee Member | Not disclosed | Member (date not specified) |
| NACDA | President (first Black president) | Not disclosed | Industry leadership recognition |
Board Governance
- Independence: The Board determined Smith is independent under NYSE standards. None of the independent directors, including Smith, has a material financial or service relationship with CEO Kevin Plank or his family.
- Committee assignments (FY2025): Human Capital & Compensation (member) and Corporate Governance & Sustainability (member). Effective May 1, 2025 upon his April 15, 2025 appointment. Committee meetings in FY2025: HCC (5), CG&S (4).
- Attendance: In FY2025, all directors attended at least 75% of aggregate Board and applicable committee meetings; the Board held six meetings and independent directors held executive sessions at each regularly scheduled Board meeting.
- HCC Committee engagement: Smith is listed on the Human Capital & Compensation Committee Report for FY2025, indicating participation in executive compensation oversight.
- Board leadership: Chair and CEO roles are separated; independent Chair (Mohamed El‑Erian).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $90,000 | Payable quarterly; directors may defer cash into DSUs under the Non‑Employee Directors DSU Plan |
| Committee Member Retainer | $10,000 per committee | Applies to each standing committee membership |
| Committee Chair Retainers | Audit: $30,000; HCC: $25,000; CG&S: $22,500; Finance: $22,500 | Not applicable to Smith (not a chair) |
| Board Chair Retainer | $175,000 | Not applicable to Smith |
| Deferred Stock Units (cash deferral) | N/A | Directors may convert cash retainers into Class C DSUs; settled 6 months post‑Board departure |
Performance Compensation
| Award | Grant Date | Value | Vesting | Share Count/Status |
|---|---|---|---|---|
| Initial RSU (Class C) | April 15, 2025 | $100,000 | Vests in three equal annual installments | Included in RSU total below |
| Pro‑rated Annual RSU (Class C) | April 15, 2025 | $62,500 | Vests at next Annual Meeting | Included in RSU total below |
| Annual RSU (Class C) | Sept 3, 2025 | Notional share grant of 30,674.85 units | Company standard annual grant; vests per director plan | Resulting beneficial ownership of Class C reported as 61,048.68 units on Form 4 |
- Director equity mechanics: Non‑management directors receive an annual RSU award of Class C stock valued at $150,000 after each Annual Meeting, vesting in full at the next Annual Meeting; initial RSU for new directors valued at $100,000 vests over three years. Upon vesting, RSUs convert 1:1 into Class C DSUs, deliverable 6 months post‑Board departure (or earlier upon death/disability). RSUs accelerate upon death, disability, or change in control.
Other Directorships & Interlocks
- No other public company directorships are disclosed in Smith’s Under Armour biography; biography emphasizes collegiate athletics leadership and NCAA governance roles.
- Appointment process: Smith was recommended to the Corporate Governance & Sustainability Committee by CEO Kevin Plank; the committee unanimously recommended him for nomination; no Item 404(a) related‑party transactions involving Smith were disclosed.
Expertise & Qualifications
- Deep leadership in collegiate athletics and governance; policy involvement in NIL; prior leadership across multiple Division I programs; operations and talent development background; Notre Dame business degree and championship athlete/coach experience.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficially owned Class A/B shares | 0 | As of Record Date (June 6, 2025) |
| Beneficially owned Class C shares | 0 | As of Record Date (June 6, 2025) |
| Ownership % (voting classes) | * | Less than 1% indicated by proxy |
| RSUs (Class C) outstanding | 30,374 | As of Record Date (June 6, 2025) |
| DSUs (Class A / Class C) | 0 / 0 | As of Record Date (June 6, 2025) |
| Shares pledged as collateral | None | Company states no director or executive officer has shares pledged |
| Hedging | Prohibited for insiders | Per Insider Trading Policy |
| Director stock ownership guideline | 5× annual retainer | Directors expected to comply within 5 years of joining Board |
| Compliance status | Within 5‑year window | New in April 2025; directors either compliant or within window |
Insider Filings (timeline)
| Date | Form | Key Details |
|---|---|---|
| Apr 21, 2025 | Form 3 | Initial statement of beneficial ownership filed upon joining Board |
| Apr 21, 2025 | Form 4 | RSU grants consistent with April 15, 2025 initial and pro‑rated awards under Director Compensation Plan |
| Sept 3, 2025 | Form 4 | Annual RSU grant of 30,674.85 Class C units; beneficial ownership reported as 61,048.68 Class C units post‑grant |
Governance Assessment
-
Strengths for investor confidence:
- Independent director with relevant human capital and governance expertise; sits on HCC and CG&S committees overseeing compensation strategy, culture, and governance; signed the HCC Committee Report for FY2025.
- Strong alignment mechanisms: annual director equity grants (time‑based), ownership guidelines (5× retainer, 5‑year compliance window), prohibition on hedging, and no pledging by any director.
- Board structure and practices: separated Chair/CEO roles; fully independent committees; executive sessions each meeting.
-
Potential watch items:
- New director (appointed April 2025); limited tenure reduces on‑Board track record; beneficial ownership (ex‑RSUs) was zero as of the June 6, 2025 Record Date (normal for new appointees).
- Recommended by CEO Kevin Plank; however, the Board determined independence and disclosed no related‑party transactions involving Smith.
-
Company‑level governance context:
- Human Capital & Compensation Committee uses an independent compensation consultant (WTW) and conducts annual compensation risk assessments.
- Clawback policy adopted in October 2023 for executive incentive compensation (company‑level control; primarily applicable to executive officers).
- Recent say‑on‑pay support exceeded 90% at 2024 Annual Meeting.
Director Compensation Snapshot (Structure)
| Element | FY2025 Amount | Mechanics |
|---|---|---|
| Cash Retainer | $90,000 | Payable quarterly; optional deferral into Class C DSUs |
| Committee Membership | $10,000 per committee | HCC and CG&S applicable to Smith |
| Initial Equity (new director) | $100,000 | RSUs (Class C), 3‑year ratable vesting |
| Annual Equity | $150,000 (standard); $62,500 (pro‑rated in 2025) | RSUs (Class C); annual vests at next Annual Meeting; Smith received pro‑rated award on April 15, 2025 |
Notes: As of the June 6, 2025 Record Date, Smith held 30,374 Class C RSUs and had no Class A DSUs or Class C DSUs; beneficial ownership tables exclude unvested RSUs vesting beyond 60 days of record date.
Related-Party Transactions & Conflicts
- Policy: Audit Committee must review and approve related‑person transactions >$120,000; factors include fairness, independence impacts, and conflicts; transactions inconsistent with stockholder interests are prohibited.
- Disclosure: No Item 404(a) related‑party transactions for Smith upon appointment.
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval exceeded 90%; no program changes made in response; the committee continues to consider shareholder input.