Robert Sweeney - Director | Under Armour (UAA) Executive Profile & Compensation

About Robert J. Sweeney

Robert J. Sweeney (age 57) is an independent director of Under Armour, appointed in April 2025. He is President of Sycamore Partners (since 2019) and previously spent 22 years at Goldman Sachs, culminating as Partner and Global Head of the Consumer/Retail Investment Banking Group; he also served as an officer in the U.S. Navy’s Submarine Force (1989–1995) and holds a bachelor’s and MBA from Wharton, where he was a Palmer Scholar . The Board has determined he is independent under NYSE standards .

Past Roles

Organization	Role	Tenure	Committees/Impact
Goldman Sachs	Partner; Global Head, Consumer/Retail Investment Banking	22 years (ended 2019)	Advised Under Armour including 2005 IPO; deep consumer/retail transaction expertise
U.S. Navy (Submarine Force)	Officer (USS Annapolis; training command)	1989–1995	Leadership roles; technical and operational discipline

External Roles

Organization	Role	Tenure	Notes
Sycamore Partners	President	2019–present	Private equity focused on consumer, distribution, retail-related investments

No other public company directorships disclosed .

Board Governance

Committees: Audit; Finance & Capital Planning; appointed April 15, 2025; committee memberships effective May 1, 2025 .
Audit Committee financial expert: Board determined Sweeney qualifies as an “audit committee financial expert” under SEC/NYSE standards .
Independence: Board classified Sweeney as independent (majority independent board; fully independent committees) .
Board/committee activity: FY2025 meetings—Board: 6; Audit: 5; Finance: 4. All directors (for FY2025) attended ≥75% of their meetings; Sweeney’s committee service commenced after FY2025 end, with membership effective May 1, 2025 .
Chair/leadership: Chair of the Board is Mohamed A. El‑Erian (separate from CEO); executive sessions held regularly .

Fixed Compensation

Director pay structure (non-management directors):

Component	Amount	Notes
Annual Board retainer (cash)	$90,000	Payable quarterly; directors may defer into DSUs
Committee member retainer	$10,000	Per committee; no meeting fees
Committee chair retainers	Audit: $30,000; HCC: $25,000; CG&S: $22,500; Finance: $22,500	Chair only
Board Chair retainer	$175,000	No committee member retainer for Chair

Note: Sweeney was appointed in April 2025 (FY2026); FY2025 director compensation table therefore does not include him .

Performance Compensation

Equity awards for non-management directors:

Equity Type	Grant Value	Vesting	Settlement
Initial RSU (Class C)	$100,000	Vests in 3 equal annual installments	Converts to DSUs at vesting; shares delivered 6 months after leaving Board (or death/disability)
Annual RSU (Class C)	$150,000	Vests at next Annual Meeting	Same DSU conversion/settlement terms; accelerates on change in control

No performance metrics (e.g., revenue, EBITDA, TSR) are tied to director equity; awards are time-based RSUs .

Other Directorships & Interlocks

Company	Role	Interlock/Transactions
None disclosed	—	Board considered independence and material relationships; for independent directors found none with CEO/family; no Sweeney-related transactions disclosed .

Expertise & Qualifications

Finance and capital markets: Senior investment banking leadership in consumer/retail; audit committee financial expert designation .
Strategy/investor perspective: President of a consumer-focused private equity firm; investor-oriented insights .
Operations/leadership: U.S. Navy Submarine officer; complex organization leadership experience .
Education: Wharton undergraduate and MBA; Palmer Scholar .

Equity Ownership

Metric	Class A/B Shares	% of Class Outstanding	Class C Shares	% of Class Outstanding	RSUs (Class C)	DSUs (Class A)	DSUs (Class C)
Beneficial ownership (as of record date June 6, 2025)	0	<1%	0	<1%	30,374	0	0

Stock ownership guidelines: Non-management directors must hold company stock equal to 5× annual director retainer; compliance expected within 5 years of joining the Board; all are either compliant or within the compliance window .
Pledging/hedging: None of the directors or executive officers have pledged shares; hedging prohibited under insider trading policy .
Settlement: Director RSUs convert into DSUs at vesting; DSUs settle 6 months after Board departure (or earlier upon death/disability) .

Governance Assessment

Strengths: Independent director with deep finance and consumer/retail expertise; audit financial expert; placed on Audit and Finance committees—aligned with skill set; majority independent board with separate Chair/CEO and independent committees .
Alignment: Director equity is time-based RSUs with deferred settlement, supporting long-term alignment; stock ownership guidelines require material personal exposure over time .
Independence and process: Board explicitly tested independence, including additional factors regarding relationships with CEO/family; found no material relationships for independent directors .
Monitoring points / RED FLAGS to watch:
- Principal role at Sycamore Partners (consumer/retail PE): potential for related-party transactions if Under Armour engages with Sycamore portfolio companies; no such transactions disclosed—monitor future proxies/8‑Ks for related-party items .
- Historical advisory relationship: Provided UA advisory at Goldman Sachs (including 2005 IPO); Board nonetheless determined independence; continue to monitor for perceived conflicts in capital markets decisions .
- Nominator influence: Recommended for nomination by CEO Kevin Plank; Corporate Governance & Sustainability Committee unanimously recommended; continue to monitor for independence in deliberations .
Attendance/engagement: FY2025 aggregate attendance threshold met by all directors; Sweeney joined post-FY2025; assess FY2026 attendance when disclosed .

Say-on-Pay & shareholder sentiment context: 2024 say‑on‑pay approval >90%, indicating broad shareholder support for compensation framework; relevant to overall governance credibility .