Patrick Whitesell
Under ArmourAbout Patrick Whitesell
Patrick W. Whitesell, age 60, is Executive Chairman of Endeavor Group Holdings and has served on Under Armour’s Board since February 2023. He is an independent director and a member of the Human Capital & Compensation Committee. Whitesell is a graduate of Luther College and previously served as Co-CEO of Endeavor and Co-CEO of WME, reflecting deep leadership in sports, entertainment, branding, and talent management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endeavor Group Holdings | Co-CEO (prior to Executive Chairman) | Not disclosed | Led global sports/entertainment platforms (WME, IMG, UFC) |
| WME (William Morris Endeavor) | Co-CEO | Not disclosed | Talent management and branding leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Endeavor Group Holdings | Executive Chairman; Director | Since Oct 2017 (Exec Chairman) | Oversees WME, IMG, UFC; board service noted |
Board Governance
- Independence: Board determined Whitesell is independent under NYSE standards despite ordinary-course business with Endeavor; UAA paid ~$1.7M to Endeavor portfolio companies and Endeavor received ~$4.3M in client commissions from Under Armour endorsement deals in FY2025; Board deemed relationships immaterial to independence .
- Committee assignments: Human Capital & Compensation Committee member; not a chair .
- Attendance: In FY2025, all directors attended at least 75% of aggregate Board and committee meetings (Board met 6 times; HCC met 5 times) .
- Board leadership: Separate Chair (Mohamed El‑Erian) and CEO (Kevin Plank) structure; commitment to maintain separation for three years per 2024 settlement .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $90,000 | Standard non‑management director retainer |
| Committee member retainer (cash) | $10,000 | HCC membership (no chair fees) |
| Total cash fees earned | $100,000 | As reported for Whitesell |
| Equity award (RSUs, Class C) | $150,000 | Annual grant following 2024 Annual Meeting; vests at next Annual Meeting and converts to DSUs at vest |
| Total FY2025 director compensation | $250,000 | Cash + equity |
| Cash deferred to DSUs | $25,000 | Whitesell elected to defer; received 4,098 Class C DSUs |
Additional structure:
- Director equity upon initial election: RSUs valued at $100,000, vesting in three annual installments .
- Annual director RSUs: $150,000 following each Annual Meeting; vest at next Annual Meeting and convert to DSUs; settled six months after leaving the Board (or earlier upon death/disability) .
Performance Compensation
- Directors do not receive performance-based equity (no PSUs or options tied to metrics); director equity is time‑based RSUs that convert to DSUs upon vest .
- No director performance metrics (e.g., revenue, EPS, TSR) are tied to Whitesell’s compensation .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Transaction | Board Assessment |
|---|---|---|---|
| Endeavor Group Holdings | Executive Chairman; Director | UAA paid ~$1.7M to Endeavor portfolio companies; Endeavor received ~$4.3M in client commissions tied to UAA endorsement deals (Endeavor global revenue $7.1B in 2024) | Board determined relationships immaterial; no impact on independence |
Expertise & Qualifications
- Executive leadership and strategy; marketing/branding/media; financial expertise; public company board experience; international exposure per Board skills matrix .
- Industry relevance: consumer brand, sports/entertainment, talent management—aligned with Under Armour’s brand and athlete endorsements .
Equity Ownership
| Category | Amount | Detail |
|---|---|---|
| Beneficial ownership (Class A/B) | 0 shares | Less than 1% of class |
| Beneficial ownership (Class C) | 0 shares | Less than 1% of class |
| DSUs held (Class C) | 51,810 units | Settled 6 months post-Board departure (or earlier upon death/disability) |
| RSUs held (Class C) | 21,972 units | Includes annual award; vest timing per director plan |
| Pledged shares | None | No director or executive officer has shares pledged; table notes no pledges |
| Hedging policy | Prohibited (short sales/derivatives) | Insider trading policy bans hedging and short sales |
| Ownership guidelines | 5x annual retainer | Directors expected to comply within 5 years of joining; all in compliance or within window |
Governance Assessment
- Committee role/engagement: Active HCC member; HCC oversees executive pay, human capital and compensation risk; engaged independent consultant (WTW); conducted compensation risk assessment—no material adverse risk identified .
- Independence with related-party exposure: Endeavor ties represent potential perceived conflict; Board reviewed quantitative scope and deemed immaterial; continued monitoring warranted by investors given recurring endorsement/activation flows .
- Alignment: Director pay mix emphasizes equity via RSUs/DSUs with ownership guidelines (5x retainer) and anti‑hedging; no pledging—supports long‑term alignment .
- Board effectiveness signals: Separate Chair/CEO; majority independent; fully independent committees; regular executive sessions; strong governance infrastructure .
- Say‑on‑pay context: 2024 say‑on‑pay approval exceeded 90%, supporting compensation framework overseen by HCC; investors should watch 2025 vote outcomes .
- Legal/oversight context: Indemnification/advancement disclosures reflect ongoing derivative actions; advances provided to CEO and former CEO; broader director legal expenses currently combined with company representation—relevant to overall governance environment .
Insider Trades
- No Form 4 insider transaction details for Whitesell are disclosed in the proxy; Under Armour’s insider trading policy prohibits hedging and short sales, and notes blackout trading restrictions for insiders .
Red Flags and Monitoring Items
- Potential conflict: Ongoing commercial ties with Endeavor subsidiaries (fees/commissions related to endorsements); Board deems immaterial but investors may monitor scale, approval processes, and recusal practices for transactions .
- Equity alignment is positive (no hedging/pledging; DSUs/RSUs and ownership guidelines), but director equity is purely time‑based (no performance linkage) .
Appendix: Key Reference Tables
FY2025 Director Compensation (Patrick W. Whitesell)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (Grant-Date Fair Value) | $150,000 |
| Total | $250,000 |
| Cash Deferred | $25,000 |
| Deferred Stock Units Received | 4,098 (Class C DSUs) |
Committee Assignments and Meetings (FY2025)
| Committee | Role | Meetings |
|---|---|---|
| Human Capital & Compensation | Member | 5 |
| Board | Director (Independent) | 6 total Board meetings; ≥75% attendance for all directors |
Ownership and Awards
| Metric | Amount |
|---|---|
| Beneficially Owned Class A/B Shares | 0 (less than 1%) |
| Beneficially Owned Class C Shares | 0 (less than 1%) |
| Class C DSUs | 51,810 |
| Class C RSUs | 21,972 |
| Pledged Shares | None |
| Director Ownership Guideline | 5x annual retainer; compliance within 5 years |
Note: Director RSUs vest time‑based and convert to DSUs; DSUs settle six months post‑Board departure (or earlier upon death/disability) .