Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Under Armour, Inc.'s President and Chief Executive Officer
On December 21, 2022, Under Armour, Inc. (the "Company" or "Under Armour")
announced the appointment of Stephanie C. Linnartz, age 54, as President and
Chief Executive Officer (and principal executive officer) of the Company,
effective as of the commencement of her employment with the Company, which is
expected to be on or around February 27, 2023 (the "Effective Date"). On
December 21, 2022, the Company's Board of Directors (the "Board") approved
Ms. Linnartz's appointment and the Human Capital and Compensation Committee of
the Board approved the principal terms of Ms. Linnartz's employment, which are
summarized below. Colin Browne, who currently serves as interim President and
Chief Executive Officer of the Company, will continue to serve in such capacity
until the Effective Date, after which he will resume his role as Chief Operating
Officer. A copy of the press release announcing Ms. Linnartz's appointment is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Ms. Linnartz most recently served as the President of Marriott International,
Inc. ("Marriott") beginning in February 2021. Prior to her role as President,
she served as Marriott's Group President Consumer Operations, Technology and
Emerging Businesses from 2020 to 2021, and as Marriott's Executive Vice
President and Global Chief Commercial Officer from 2013 to 2019. Ms. Linnartz
joined Marriott as a financial analyst in 1997, and held several positions in
finance before moving into sales and marketing. Ms. Linnartz also serves on the
Board of Directors of The Home Depot, Inc.
Ms. Linnartz will receive a base salary of $1.3 million per year and participate
in the Company's annual cash incentive plan for executive officers as further
described in the Company's most recent annual proxy statement, with a target
bonus of 165% of her base salary. She will receive an annual equity award for
fiscal year 2024 as part of the Company's annual equity award program with a
grant date fair value of $8.0 million, which is expected to consist of fifty
percent time-based restricted stock units ("RSUs"), vesting in equal annual
installments over three years, and fifty percent performance-based RSUs, subject
to performance vesting terms that the Human Capital and Compensation Committee
of the Board will determine. Ms. Linnartz will also receive a one-time sign-on
cash bonus of $375,000 (the "Sign-On Bonus"), which will be paid in two
installments of $175,000 on the Effective Date and $200,000 paid following the
one-year anniversary of the Effective Date, subject to her continued employment
(other than in certain circumstances, including certain separations from
service). In addition, she will receive a sign-on RSU grant (the "Sign-On
Award") with a grant date fair value of $11.0 million, which vests in three
equal annual installments, subject to her continued employment through each
vesting date (except in the event of termination without cause, resignation for
good reason, death or disability, in which case she would receive cash equal to
the grant date fair value or accelerated vesting of any unvested RSUs granted
pursuant to the Sign-On Award depending on the date of such event). All equity
grants will be made under the Under Armour, Inc. Third Amended and Restated 2005
Omnibus Long-Term Incentive Plan (the "2005 Plan"). Ms. Linnartz is also
eligible to receive an additional one-time sign-on cash bonus of up to
$6.0 million, depending on whether she receives prior awards upon which the
value of this additional bonus was based. She will also be eligible to
participate in other benefit plans consistent with the Company's other
executives.
Ms. Linnartz will be generally entitled to receive benefits under the Under
Armour, Inc. Executive Severance Program (the "Severance Program"), subject to
certain modifications, and the Under Armour, Inc. Change in Control Executive
Severance Plan (the "CIC Severance Plan"), summarized as follows. Under the
Severance Program, if the Company terminates Ms. Linnartz's employment without
cause or Ms. Linnartz resigns for good reason, she will receive a lump-sum
severance payment equal to two times her then-current annual base salary, any
accrued but unpaid annual bonus earned for any prior plan year, a pro-rata bonus
for the plan year of termination (if employed for at least six months of that
plan year) and up to 24 months of medical, dental and vision COBRA coverage,
subject to the execution of a release agreement and compliance with other terms
and conditions under the Severance Program, including certain non-compete and
non-solicitation restrictions for up to two years. Under the CIC Severance Plan,
in the event her employment is terminated by the Company without cause or by
Ms. Linnartz with good reason within two years following a change in control of
the Company, she will receive a lump-sum severance payment equal to two times
the sum of her then-current base salary and annual target bonus, any accrued
obligations as defined in the CIC Severance Plan (including any accrued but
unpaid annual bonus earned for any prior plan year), amounts
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sufficient to provide for up to 24 months of medical, dental and vision COBRA
coverage and accelerated vesting of all unvested time-based and
performance-based RSU awards (at target performance), subject to the execution
of a release agreement and compliance with other terms and conditions under the
CIC Severance Plan. If an event occurs resulting in Ms. Linnartz's eligibility
to receive payments under both the Severance Program and the CIC Severance Plan,
she will be provided the better of the two severance payments and benefits.
The 2005 Plan, the Severance Program and the CIC Severance Plan have previously
been filed as exhibits to the Company's filings with the Securities and Exchange
Commission. A copy of Ms. Linnartz's offer letter is expected to be filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period
ended December 31, 2022.
Appointment to Under Armour, Inc.'s Board of Directors
On December 21, 2022, the Board approved an increase in the size of the Board by
one member and appointed Ms. Linnartz to the Board, in each case effective as of
the Effective Date. Ms. Linnartz's qualifications to serve on the Board include
her executive leadership experience, including as President and Chief Executive
Officer of the Company, as well as her digital and technology, international and
prior public company board experience, financial expertise and experience in
marketing, branding and consumer loyalty. Ms. Linnartz will not be appointed to
any committees of the Board, and she will not receive any compensation for her
service on the Board.
The selection of Ms. Linnartz to serve as the Company's President, Chief
Executive Officer and director was not pursuant to any arrangement or
understanding with respect to any other person. In addition, there are no family
relationships between Ms. Linnartz and any director or executive officer of the
Company. Ms. Linnartz has not been a party to any transaction with the Company
or its subsidiaries of the type required to be disclosed pursuant to Item 404(a)
of Regulation S-K, and no such transaction is currently contemplated.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Exhibit
99.1 Under Armour, Inc. press release dated December 21, 2022 announcing
the appointment of Stephanie C. Linnartz as President and Chief
Executive Officer of the Company.
101 XBRL Instance Document - The instance document does not appear in the
Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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