Kevin Plank
Under ArmourAbout Kevin Plank
Founder of Under Armour (1996), President & Chief Executive Officer since April 1, 2024; previously Executive Chair & Brand Chief (Jan 2020–Mar 2024) and CEO & Chair (1996–2019). Age 52; director since founding; controlling stockholder through Class B shares with 64.6% voting power . FY2025 execution focused on profitability: adjusted operating income $212M vs $190M target and currency neutral net revenue $5.19B vs $5.25B target; gross margin improved 180 bps on supply chain and lower DTC discounting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Under Armour | President & CEO | Apr 2024–present | Returned to CEO; aligned pay to share-price hurdles; profitability focus |
| Under Armour | Executive Chair & Brand Chief | Jan 2020–Mar 2024 | Brand stewardship; board leadership; prepared leadership transition |
| Under Armour | CEO & Chair | 1996–2019 | Built brand and product innovation; founder-led growth |
| Under Armour | President | 1996–Jul 2008; Aug 2010–Jul 2017 | Led operations and strategic expansion |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Football Foundation & College Hall of Fame, Inc. | Director | Ongoing | Sports network alignment and brand connectivity |
| University of Maryland College Park Foundation | Board of Trustees | Ongoing | Talent pipeline and community ties |
Fixed Compensation
| Metric | 2022 TP | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| Salary ($) | 123,077 | 501,923 | 500,000 | 803,462 |
| Bonus ($) | — | — | — | 1,035,000 (post-year cash award) |
| Base Salary Rate (policy) | — | — | — | Increased to $900,000 effective Jul 1, 2024 |
Notes:
- FY2025 bonus equals 100% of salary at 115% funding level despite non-participation in the plan .
- FY2025 All Other Compensation: $25,540 (insurance premiums, 401(k) match, health exam) .
Performance Compensation
FY2025 Annual Cash Incentive Plan Metrics (company plan; CEO awarded equivalent)
| Metric | Weighting | Threshold | Target | Maximum | FY2025 Result | Payout Basis |
|---|---|---|---|---|---|---|
| Adjusted Operating Income ($) | 65% | 130M | 190M | 224M | 212M | Between target and max; plan funded |
| Currency Neutral Net Revenue ($) | 35% | 5,025M | 5,250M | 5,475M | 5,194M | Between threshold and target; subject to AOI gating |
| Total Payout Factor | — | — | — | — | — | 115% of target for executives; CEO granted equivalent cash award |
CEO Equity Awards (FY2025)
| Award Type | Grant Date | Units / Grant-Date Value | Vesting | Key Performance Condition |
|---|---|---|---|---|
| Performance-Based RSUs (Class C) | Jun 3, 2024 | 2,000,000 units; $8,260,000 fair value | If hurdle hit in FY2026: 1,000,000 in May 2026; 500,000 in May 2027; 500,000 in May 2028; later achievement compresses schedule; forfeits if not hit by Mar 31, 2028 | 60-day average closing price ≥ $13.00; hurdle not achieved in FY2025 |
| Time-Based RSUs (Class C) | Jun 3, 2024 | 123,894 units; $840,000 fair value | 1/3 on Jun 3, 2025; 1/3 on May 15, 2026; 1/3 on May 15, 2027; continuous employment; death/disability acceleration | None |
Additional performance-based equity for executives (non-CEO): FY2025 PBRSUs earned 107% of target on AOI and revenue metrics, vesting in three annual tranches starting June 2025 .
Outstanding Equity and Options (FY2025 year-end)
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Stock Options (Class C) | Feb 10, 2017 | 244,799 | — | 19.04 | Feb 8, 2027 |
| Stock Options (Class C) | Feb 20, 2018 | 289,436 | — | 15.41 | Feb 18, 2028 |
| Stock Options (Class C) | Feb 20, 2018 | 289,436 | — | 15.41 | Feb 18, 2028 |
| Stock Options (Class C) | Feb 19, 2019 | 229,886 | — | 19.39 | Feb 16, 2029 |
| Stock Options (Class C) | Feb 13, 2020 | 302,572 | — | 15.13 | Feb 10, 2030 |
| Time-Based RSUs (unvested Class C) | Jun 3, 2024 | 123,894 units | — | — | — |
| Performance RSUs (unearned Class C) | Jun 3, 2024 | 2,000,000 units | — | — | — |
Footnote: Includes 1,356,129 currently exercisable Class C options in beneficial ownership totals .
Equity Ownership & Alignment
| Ownership Measure | Amount | % of Class | Voting Power |
|---|---|---|---|
| Class A + Class B beneficially owned | 34,631,608 shares | 15.5% | 64.6% |
| Class C beneficially owned | 18,234,242 shares | 8.8% | Non-voting |
Highlights:
- Class B structure: 34,450,000 Class B shares held directly/indirectly via LLCs and trusts controlled by or associated with Mr. Plank and family; convertible 1:1 to Class A; detailed trustee/manager control in footnotes .
- No shares pledged as collateral; hedging and derivatives prohibited under insider trading policy .
- Stock ownership guidelines: CEO required to hold ≥6× base salary; all executives are compliant or within 5-year window .
Employment Terms
- Employment agreements: None for named executive officers (including CEO) .
- Severance (non-CIC): Executive Severance Program covers executives other than CEO; 1.5× salary (EVP) or 1× (SVP) plus pro-rated bonus and benefits; non-compete of one year required .
- Change-in-control (CIC): Double-trigger CIC plan for executives other than CEO; payout 1.5× (salary + target bonus); no tax gross-up .
- CEO award treatment on CIC: If awards are not continued/assumed, RSUs vest in full; PSUs vest if hurdle previously achieved or per-share transaction value ≥$13; otherwise forfeited; double-trigger acceleration if substituted awards and termination without cause/for good reason within two years .
- Clawback: Dodd-Frank compliant; recovers incentive compensation after restatements (look-back three fiscal years), regardless of misconduct; additional SOX reimbursement for misconduct-related restatements .
- Insider trading: Blackout restrictions; prohibitions on short sales, derivatives, hedging; additional restrictions for designated insiders .
Performance & Track Record
- FY2025 results versus plan: Adjusted operating income $212M vs $190M target; currency neutral net revenue $5.19B vs $5.25B target; incentive plan funded at 115% .
- Gross margin: Improved by 180 bps in FY2025 from supply chain benefits and reduced discounting .
- Say-on-pay support: >90% approval at 2024 annual meeting; committee continued program without changes in response .
Board Governance
- Role: President & CEO; director since founding; not independent .
- Board leadership: Chair and CEO roles are separated; independent Chair (Mohamed El‑Erian) since April 1, 2024; separation maintained for three years under 2024 settlement .
- Independence and committees: 92% of the Board independent; all standing committees fully independent (Audit; Human Capital & Compensation; Corporate Governance & Sustainability; Finance & Capital Planning) .
- Committee memberships: CEO is not listed on standing committees in FY2025; committee meeting counts: Audit 5; Compensation 5; Governance 4; Finance 4; all directors attended ≥75% of meetings .
- Additional independence considerations: Charter requires assessing material relationships with Mr. Plank or family; Board determined none existed for independent directors .
Director Compensation (context)
- Non-management director framework: Annual cash retainer $90,000; Chair retainer $175,000; committee chairs $22,500–$30,000; annual RSUs $150,000 vesting at next annual meeting; initial RSUs $100,000 vesting over three years . Kevin Plank, as management director, is not eligible for these director fees .
Compensation Committee Analysis
- Independent consultant: Willis Towers Watson (WTW) engaged for executive and director compensation; independence assessed; committee spent $230,562 on compensation services; additional management engagements totaled $234,281 .
- Peer group used for market context (not target percentiles): Nike, lululemon, Deckers, VF Corp, PVH, Ralph Lauren, Columbia, Levi’s, Skechers, Tapestry, Capri, Urban Outfitters, Hanesbrands, Carter’s .
Related Party & Legal
- Derivative actions: Company advanced approx. $95,336 of legal expenses for Mr. Plank in FY2025 under indemnification framework .
- Endeavor relationships reviewed (director Whitesell); deemed immaterial and no impact on independence (not directly related to Mr. Plank) .
Risk Indicators & Red Flags
- Control risk: 64.6% voting power concentrated with Mr. Plank via Class B shares .
- Governance mitigants: Independent Chair; fully independent committees; settlement requiring role separation for 3 years .
- Alignment: No pledging; hedging prohibited; strong stock ownership guidelines .
- CIC severance terms (no gross-ups) and clawback in place .
Equity Vesting Calendar & Potential Insider Selling Pressure
- Time-based RSUs: Tranches vest May 15, 2026 and May 15, 2027; first tranche vested June 3, 2025 .
- PSUs: No vesting unless 60-day average price ≥$13 by Mar 31, 2028; if achieved in FY2026–FY2028, substantial vesting in May tranches creates potential liquidity windows .
Equity Ownership Detail (breakdown)
| Category | Detail |
|---|---|
| Class A holdings | 181,608 shares via LLC controlled by Mr. Plank (sole voting/investment) |
| Class B holdings | 34,450,000 shares indirectly beneficially owned; majority via LLCs controlled by Mr. Plank (sole voting/investment); portions held in irrevocable trusts managed by spouse and former director trustee; convertible into Class A |
| Class C holdings | 16,878,113 shares beneficially owned plus 1,356,129 exercisable options; portions with spouse investment power and shared investment power with trustee; excludes 177,990 RSUs |
Employment & Contracts
- No employment contract; compensation package approved on return to CEO role (salary increase, PSUs with share-price hurdle, time-based RSUs) .
- FY2026 changes: CEO continues with PSU share-price hurdle award; receives time-based stock options instead of RSUs due to settlement restricting certain time-based grants to CEO/CFO/CLO; added to FY2026 annual cash incentive plan at 230% target bonus of salary .
Investment Implications
- High alignment and leverage to share price: Majority of CEO equity value contingent on achieving a sustained $13 Class C price, creating strong performance incentive; lack of achievement in FY2025 defers vesting and concentrates future vesting in May windows if hurdle is met .
- Profitability focus is paying through incentives: FY2025 AOI exceeded target; annual incentives paid at 115% and PBRSUs earned at 107% for executives; CEO’s bonus mirrors plan despite non-participation .
- Governance checks partially offset control risk: Independent Chair and fully independent committees reduce dual-role concerns; settlement requires continued role separation for 3 years, but concentrated voting power limits external influence on strategic direction .
- Liquidity/supply insight from vesting: Time-based RSU tranches and potential PSU vesting schedules imply seasonal windows (May) for potential insider activity; no pledging and hedging prohibitions reduce forced-selling risk .
- Shareholder sentiment supportive: >90% say-on-pay support in 2024 suggests investor acceptance of pay design; ongoing clawback and no CIC gross-ups viewed as shareholder-friendly .