Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2022, Under Armour, Inc. (the "Company") issued a press release
announcing that Patrik Frisk, the Company's President and Chief Executive
Officer, will be stepping down from his role and as a member of the Company's
Board of Directors (the "Board"). On May 17, 2022, the Board approved the
appointment of Colin Browne, the Company's Chief Operating Officer, as interim
President and Chief Executive Officer and principal executive officer effective
June 1, 2022. To support the transition, Mr. Frisk will remain with the Company
as an advisor through September 1, 2022 (the "separation date"), and thereafter
will provide consulting services until September 2023.
A copy of the Company's press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Mr. Frisk's Separation Agreement
In connection with his departure, Mr. Frisk and the Company have entered into a
separation agreement and release (the "Agreement"). The Agreement provides that
upon his departure Mr. Frisk will receive lump sum payments of (1)
$6.89 million, representing two times his annual base salary and target level
annual cash incentive award and (2) $238,000 intended to reimburse him for
potential relocation costs, eighteen months of COBRA continuation coverage and
outplacement services. Mr. Frisk will also continue to receive tax preparation
services for 2021 and 2022. All of Mr. Frisk's unvested equity awards as of the
separation date will be forfeited. The Agreement supersedes all contractual or
other severance that Mr. Frisk was otherwise eligible to receive under our
executive severance policy, as previously disclosed. The Agreement further
provides that Mr. Frisk will enter into a consulting agreement with the Company
following his separation date, pursuant to which Mr. Frisk will receive
$1.3 million of consulting fees, payable quarterly in arrears through September
2023.
The payments and benefits to Mr. Frisk under the Agreement are subject to his
execution and non-revocation of a reaffirmation of a release of claims arising
through his separation date and other post-employment commitments and
obligations. The Agreement further requires that Mr. Frisk continue to comply
with the requirements of his Employee Confidentiality, Non-Competition and
Non-Solicitation Agreement (as amended), including during the term of the
consulting agreement.
The description of the Agreement in this Item 5.02 is qualified in its entirety
by reference to the full text of the Agreement, a copy of which is attached
hereto as Exhibit 10.01 and incorporated by reference herein.
Mr. Browne's Compensation
In connection with and upon his appointment as interim President and Chief
Executive Officer, on May 17, 2022, the Human Capital and Compensation Committee
of the Company's Board approved an increase of Mr. Browne's annual base salary
for fiscal year 2023 to $1 million (currently $775,000), and an increase to his
target level annual cash incentive award to 165% of his base salary (currently
75%). In his current role as Chief Operating Officer, Mr. Browne's total target
annual equity award for fiscal year 2023 is $1.75 million, representing a mix of
50% time-based restricted stock unit awards and 50% performance-based restricted
stock unit awards. In connection with this appointment, Mr. Browne is expected
to be granted an additional $3.0 million of restricted stock unit awards, with
the same mix of time- and performance-based vesting conditions.
Other Matters
A description of Mr. Browne's age and business experience is available in Part
I, Item 1 of the Company's most recent Annual Report on Form 10-K for the fiscal
year ended December 31, 2021 and is incorporated by reference herein. No
additional disclosures are required regarding Mr. Browne pursuant to Item
401(b), (d), (e) and Item 404(a) of Regulation S-K.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Exhibit
10.01 Separation Agreement between the Company and Patrik Frisk dated
May 17, 2022, including General Release and Form of Consulting
Agreement.
99.1 Under Armour, Inc. press release dated May 18, 2022.
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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