Mohamed El-Erian
Under ArmourAbout Mohamed A. El‑Erian
Independent director since October 2018; age 66. Chair of the Board since April 2024 (Lead Director from May 2020–March 2024). Former CEO and Co‑Chief Investment Officer of PIMCO (Dec 2007–Mar 2014); currently Chief Economic Adviser to Allianz (since Mar 2014) and President of Queens’ College, Cambridge. Prior roles include President & CEO of Harvard Management Company (Feb 2006–Dec 2007), Managing Director at Salomon Smith Barney/Citigroup, and 15 years at the IMF (ultimately Deputy Director). He served as a non‑executive director of Barclays plc (Jan 2020–Sep 2024; Board Risk and Nomination Committees), is a trustee of NBER, and a contributing editor at the Financial Times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PIMCO | CEO & Co‑CIO | Dec 2007–Mar 2014 | Led one of the world’s premier investment managers; global macro and portfolio leadership |
| Harvard Management Company | President & CEO | Feb 2006–Dec 2007 | Managed Harvard University’s endowment |
| International Monetary Fund | Various; rose to Deputy Director | ~15 years | Policy, macroeconomic oversight |
| Salomon Smith Barney / Citigroup | Managing Director (London) | Not disclosed | Investment banking leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Allianz | Chief Economic Adviser | Since Mar 2014 | Global macro advisory |
| Queens’ College, Cambridge | President | Current | Academic leadership |
| Barclays plc | Non‑Executive Director | Jan 2020–Sep 2024 | Member, Board Risk & Board Nomination Committees |
| National Bureau of Economic Research | Trustee | Current | Non‑profit governance |
| Financial Times | Contributing editor | Current | Thought leadership |
Board Governance
- Role: Independent Chair of the Board; presides at Board meetings, chairs executive sessions without the CEO, sets agendas, liaises between non‑management directors and the CEO .
- Independence: Board determined Dr. El‑Erian is independent under NYSE standards; 10 of 11 nominees are independent (CEO not independent) .
- Leadership separation: UA has agreed to maintain separate Chair/CEO roles for three years per 2024 settlement; Chair is independent (El‑Erian) .
- Attendance: In FY2025 there were six Board meetings; all directors attended at least 75% of Board and committee meetings where they were members .
- Executive sessions: Regular executive sessions of non‑management directors held; Chair leads sessions .
| Committee | El‑Erian Membership | Chair? | FY2025 Meetings |
|---|---|---|---|
| Audit | Member | No (Chair: Coltharp) | 5 |
| Finance & Capital Planning | Member | No (Chair: Coltharp) | 4 |
Additional governance features: majority‑independent Board; fully independent committees; authority to engage independent advisors; succession oversight; annual Board/committee self‑evaluations .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $90,000 | Directors may defer into DSUs |
| Board Chair retainer (cash) | $175,000 | Chair does not receive committee member retainers |
| Committee chair retainers | Audit $30,000; HCC $25,000; CG&S $22,500; Finance $22,500 | Not applicable to El‑Erian (not a committee chair) |
| Committee member retainer | $10,000 | Chair not entitled to committee member retainers |
| Meeting fees | None (no separate attendance fees in FY2025) | — |
FY2025 Director Compensation (El‑Erian):
| Item | USD |
|---|---|
| Fees earned/paid in cash | $265,000 |
| Stock awards (grant‑date fair value) | $150,000 |
| Total | $415,000 |
Cash deferrals (FY2025): El‑Erian deferred $90,000 of cash retainer into Class C DSUs (13,003 units) .
Performance Compensation
- Annual equity grant: RSUs in Class C Stock valued at $150,000; vest fully at the following year’s Annual Meeting; convert to DSUs upon vesting; DSUs settle 6 months after leaving the Board (or sooner upon death/disability) .
- Initial equity upon first election: RSUs in Class C Stock valued at $100,000; vest in three equal annual installments .
- No performance‑based metrics for director equity awards (time‑based RSUs only; performance metrics apply to executives, not directors) .
Director equity position (as of 3/31/2025):
| Metric | Units/Shares |
|---|---|
| Class C RSUs held (unvested) | 18,987 |
| Class C DSUs held | 146,457 |
| Class A DSUs held | 0 |
Vesting/settlement mechanics and change‑in‑control: RSUs convert to DSUs upon vesting; DSUs settle 6 months post‑Board departure or sooner upon death/disability; RSUs vest in full upon death/disability or change in control .
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Transactions |
|---|---|---|---|
| Barclays plc | Non‑Executive Director (Jan 2020–Sep 2024) | Board Risk; Board Nomination | No UA‑Barclays related‑party transactions disclosed for El‑Erian |
UA independence evaluation considered director relationships with the CEO/family; Board found no material financial/service relationships for independent directors, including El‑Erian .
Expertise & Qualifications
- Audit Committee financial expert (SEC/NYSE definition) .
- Executive leadership, international/macro expertise, and public company board experience evidenced by prior CEO/CIO and board roles .
- Marketing/branding insight via oversight of consumer brand strategy at UA Board; skills matrix emphasizes leadership, finance, and international exposure at the Board level .
Equity Ownership
| Category | Shares/Units | % Class Outstanding | Notes |
|---|---|---|---|
| Class A & B beneficial ownership | 11,650 (A/B combined) | <1% | Voting power negligible individually; Class B carries 10 votes/share (context) |
| Class C beneficial ownership | 3,675 | <1% | Non‑voting stock (context) |
| Class C DSUs | 146,457 | N/A | Settled 6 months post‑Board departure |
| Class C RSUs (unvested) | 18,987 | N/A | Annual director grant |
| Shares pledged | None (no director/executive shares pledged) |
Ownership alignment:
- Director stock ownership guideline: 5× annual director retainer; expected within 5 years of joining Board; all non‑management directors are in compliance or within the 5‑year window .
Governance Assessment
Strengths
- Independent Chair with strong financial expertise; audit committee financial expert designation enhances oversight of reporting, controls, and risk (including cybersecurity) .
- Majority‑independent Board and fully independent committees; routine executive sessions without management; authority to hire independent advisors .
- Formal stock ownership guidelines for directors (5× retainer) and use of DSUs that settle only upon departure, supporting long‑term alignment .
- Say‑on‑pay support “more than 90%” at 2024 Annual Meeting signals shareholder confidence in compensation governance .
Potential Risks/Red Flags to monitor
- Structural control: Founder/CEO Kevin Plank’s super‑voting Class B shares confer 64.6% voting power (governance concentration risk), requiring robust independent Chair oversight and effective committee processes .
- Related‑party exposures: None disclosed for El‑Erian; Board reviewed independence including relationships with the CEO/family and found none material for independent directors .
- Attendance: Company discloses ≥75% attendance for all directors; individual director rates not itemized—continue to monitor engagement via committee activity and executive sessions .
Shareholder engagement and policy infrastructure
- Clawback policy compliant with Dodd‑Frank/NYSE adopted Oct 2023 (applies to executives); prohibitions on hedging and short sales; no pledging by directors/officers .
- Separation of Chair/CEO mandated for 3 years via settlement agreement; reinforces independent oversight during strategic transition .
Stockholder meeting attendance: All directors serving at the time attended the 2024 Annual Meeting .