Jerri DeVard
Under ArmourAbout Jerri L. DeVard
Independent director since May 2017; age 67. Former EVP/Chief Customer Officer at Office Depot (2018–2020), with extensive leadership in marketing, branding, digital and eCommerce across global brands; founder of Black Executive CMO Alliance (BECA). Currently serves on Corporate Governance & Sustainability and Human Capital & Compensation committees at Under Armour . The Board classifies her as independent under NYSE standards; all directors met at least 75% attendance across Board and committee meetings in FY2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Office Depot, Inc. | EVP, Chief Customer Officer; EVP & CMO | Jan 2018–Mar 2020; Sep–Dec 2017 | Led eCommerce, Customer Service, Marketing & Communications |
| The ADT Corporation | SVP & Chief Marketing Officer | Mar 2014–May 2016 | Brand leadership in consumer services |
| DeVard Marketing Group | Principal | Jul 2012–Mar 2014 | Advertising, branding, strategy advisory |
| Nokia | EVP Marketing | Not disclosed | Global consumer marketing |
| Verizon Communications | SVP Marketing; SVP Marketing Communications & Brand Mgmt | Not disclosed | Brand and communications leadership |
| Citibank N.A. | Chief Marketing Officer, e-Consumer business | Not disclosed | Digital marketing leadership |
| Revlon; Harrah’s; Minnesota Vikings; Pillsbury | Senior marketing roles | Not disclosed | Consumer branding and media experience |
External Roles
| Company/Organization | Role | Committees |
|---|---|---|
| Cars.com | Director | Compensation; ESG |
| Root, Inc. | Director | Nominating & Corporate Governance |
| Dow Inc. | Director | Audit; Environment, Health, Safety & Technology |
| Black Executive CMO Alliance (BECA) | Founder | — |
| Focus Impact Acquisition Corp. (prior) | Director | — (Oct 2021–Jan 2022) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent under NYSE listing standards |
| Committees | Corporate Governance & Sustainability; Human Capital & Compensation |
| Committee meeting counts (FY2025) | Audit: 5; Human Capital & Compensation: 5; Corporate Governance & Sustainability: 4; Finance & Capital Planning: 4 |
| Attendance | All directors attended ≥75% of aggregate Board/committee meetings in FY2025 |
| Annual meeting attendance | All directors attended the 2024 Annual Meeting |
| Executive sessions | Regular sessions of non-management directors each Board meeting |
| Independence safeguards | No material relationships with CEO/family per charter review |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $90,000 | Standard for non-management directors |
| Committee membership fees | $10,000 per committee | DeVard serves on two committees (CG&S; HCC) |
| Committee chair fees | N/A | Not a chair role |
| Board Chair retainer | N/A | Applies to Chair only ($175,000) |
| Fees earned or paid in cash | $110,000 | Reported for DeVard in FY2025 |
| Cash deferral election | None | No deferral by DeVard |
Performance Compensation
- Director equity is granted as time-based RSUs (Class C), not performance-based.
- Annual RSU grant: $150,000 grant-date fair value; vests in full at the following year’s Annual Meeting; converts to DSUs settled six months post-board departure or upon death/disability .
- Initial Board election RSU: $100,000; vests in three equal annual installments .
Other Directorships & Interlocks
| Potential Interlock/Transaction | Nature | Board Independence Determination |
|---|---|---|
| Endeavor subsidiaries (related to another director) | Ordinary course activations/services; commissions from UA endorsements | Board determined not material; no impact on that director’s independence |
| Related-person transactions disclosed | Jet lease with CEO-affiliated entity; UNLESS acquisition & spouse consulting | No DeVard-related transaction disclosed in Item 404 section |
Expertise & Qualifications
- Executive leadership and strategy; marketing, branding, media; technology, digital and eCommerce; public company board experience .
- Brings consumer marketing and digital commerce expertise aligned with UA’s brand strategy .
Equity Ownership
| Metric | Class A/B | Class C | Notes |
|---|---|---|---|
| Beneficially owned shares | 1,200 | 0 | Less than 1% of class; excludes DSUs/RSUs >60 days from record date |
| DSUs held (as of record date) | Class A DSUs: 0 | Class C DSUs: 118,333 | Settled 6 months after Board departure or sooner upon death/disability |
| RSUs held (as of 3/31/2025) | — | 18,987 | Annual director RSUs outstanding |
| Pledged shares | None | None | No director/executive shares pledged |
| Ownership guidelines | 5× annual director retainer | DSUs and unvested time-based RSUs count for compliance | All execs/non-management directors either in compliance or within 5-year window |
Governance Assessment
- Independence and attendance: Independent under NYSE standards; met ≥75% attendance threshold; participates on two core governance/compensation committees—positive for board effectiveness .
- Compensation alignment: Mix of cash ($110,000) and equity ($150,000 RSUs) promotes alignment; equity is time-based with DSU settlement post-tenure, enhancing long-term orientation .
- Ownership alignment: Significant DSU holdings (118,333 Class C DSUs) and RSUs (18,987) with no pledging; UA’s 5× retainer ownership guideline applies and counts DSUs/unvested RSUs toward compliance .
- Conflicts/related-party exposure: No DeVard-specific related-person transactions disclosed; Board charter requires Audit Committee review of any related-person deals; broader related-person items (CEO aircraft lease; UNLESS acquisition) are monitored and committee-approved—no red flags tied to DeVard .
- Shareholder signals: UA’s 2024 say-on-pay passed with >90% support, indicating generally strong investor confidence in compensation governance (company-wide context) .
- Risk controls: Hedging prohibited; none pledged; clawback policy in place (company-wide) reduces compensation risk; enhances governance posture .
RED FLAGS: None disclosed specific to DeVard (no related-party transactions, no pledging, independent classification maintained) .