DEF 14A of YETI Holdings, Inc., Mar 20, 2023

DEF 14A of YETI Holdings, Inc.

Filed Mar 20, 2023 · FY20220001104659-23-034439

Open on EDGAR

  1. PROPOSAL 1. ELECTION OF CLASS II DIRECTORS

    PROPOSAL 1. ELECTION OF CLASS II DIRECTORS The Board currently consists of seven qualified directors with skills we believe are aligned to our business and strategy. The table below sets forth the names of our current directors, including each of our Class II directors whose term expires at the Annual Meeting and each director of YETI who will continue to serve as a director after the Annual Meeting. Each of the current Class II directors has been nominated for election at the Annual Meeting as further described under “Director Nominees” below.

  2. PROPOSAL 1. ELECTION OF CLASS II DIRECTORS

    | NAME | CLASS | YEAR TERM EXPIRES | | Frank D. Gibeau | I | 2025 | | Matthew J. Reintjes | I | 2025 | | Mary Lou Kelley | II | 2023 | | Dustan E. McCoy | II | 2023 | | Robert K. Shearer | II | 2023 | | Tracey D. Brown | III | 2024 | | Alison Dean | III | 2024 |

  3. PROPOSAL 1. ELECTION OF CLASS II DIRECTORS

    The classified structure of the Board was adopted in our Amended and Restated Certificate of Incorporation, effective October 25, 2018 (the “Certificate of Incorporation”). Director nominees are elected by a plurality of the votes cast by holders of the shares of our common stock entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present. This means that the three director nominees who receive the most affirmative votes (among votes properly cast in person or by proxy) will be elected to the Board at the Annual Meeting. Should any director nominee become unable or unwilling for good cause to serve as a director at the time of the Annual Meeting, the proxy holders may vote the proxies for the election of any substitute nominee the Board may nominate or designate, or the Board may reduce the number of directors constituting the Board. However, we are not aware of any circumstances that would prevent any of the Class II director nominees from serving. Directors are elected to serve until the expiration of their three-year term and until their successors have been elected and qualified. Unless otherwise directed, the proxy holders named in the proxy you submit intend to vote “For All” to elect each Class II director nominee to the Board.

  4. PROPOSAL 1. ELECTION OF CLASS II DIRECTORS

    | ✓ | The Board unanimously recommends that stockholders vote “FOR ALL” to elect each Class II director nominee to the Board. |

  5. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The stockholders are being asked to elect Mary Lou Kelley, Dustan E. McCoy, and Robert K. Shearer to serve as Class II directors for a term of three years ending at our 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each Class II director nominee currently serves as a Class II director whose term expires at the Annual Meeting. Each Class II director nominee has consented to serve as a Class II director if elected, and each Class II director nominee has expressed his or her intention to serve the entire term. The Board has nominated these directors following the recommendation of the Nominating and Governance Committee of the Board. The following sections provide information with respect to each nominee for election as a Class II director. It includes the specific experience, qualifications, and skills considered by the Nominating and Governance Committee and/or the Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director’s tenure on the Board, his or her age and such director’s committee assignments. Ages are as of March 20, 2023.

  6. CLASS II DIRECTOR NOMINEES (FOR TERMS EXPIRING IN 2026)

    CLASS II DIRECTOR NOMINEES (FOR TERMS EXPIRING IN 2026)

  7. CLASS II DIRECTOR NOMINEES (FOR TERMS EXPIRING IN 2026)

    | MARY LOU KELLEY | | | Director Since: February 2019 Age: 62 Committees: • Compensation • Nominating & Governance (Chair) Independent | CAREER HIGHLIGHTS • Best Buy Co., Inc., a consumer electronics retailer • President, E-commerce (April 2014 to March 2017) • Chico’s FAS Inc., a retail women’s clothing chain • Senior Vice President, E-commerce (July 2010 to March 2014) • L.L. Bean, a retail company • Vice President of Retail Real Estate and Marketing (2006 to 2009) OTHER CURRENT PUBLIC COMPANY BOARDS • Vera Bradley, Inc., a luggage and handbag design company (since December 2015) • Finning International, Inc., a dealer of construction machinery and equipment (since January 2018) EDUCATION • M.B.A., University of Virginia’s Darden School of Business • B.A., Economics, Boston College KEY SKILLS AND QUALIFICATIONS Ms. Kelley was selected to serve on our Board because of her: • extensive executive leadership experience • deep knowledge of consumer products, e-commerce, and omni-channel marketing • knowledge of corporate compensation and governance matters |

  8. CLASS II DIRECTOR NOMINEES (FOR TERMS EXPIRING IN 2026)

    | DUSTAN E. McCOY | | | Director Since: October 2018 Age: 73 Committees: • Audit • Compensation (Chair) Independent | CAREER HIGHLIGHTS • Brunswick Corporation, a global manufacturer and marketer of recreation products • Chairman of the Board and Chief Executive Officer (December 2005 to February 2016) • President, Brunswick Boat Group (October 2000 to December 2005) • Vice President, General Counsel and Corporate Secretary (September 1999 to October 2000) • Witco Corporation, a specialty chemical products company • Executive Vice President • Senior Vice President, General Counsel and Secretary OTHER CURRENT PUBLIC COMPANY BOARDS • Freeport-McMoRan Inc., a mining company (since 2006) — current member of its Compensation Committee and Lead Independent Director • Louisiana-Pacific Corporation, a building materials manufacturer (since 2002) — current member of its Compensation Committee and Lead Independent Director EDUCATION • J.D., Salmon P. Chase College of Law, Northern Kentucky University • B.A., Political Science, Eastern Kentucky University KEY SKILLS AND QUALIFICATIONS Mr. McCoy was selected to serve on our Board because of his: • extensive leadership experience • broad understanding of global businesses • knowledge of corporate compensation, legal, compliance, governance and disclosure matters |

  9. CLASS II DIRECTOR NOMINEES (FOR TERMS EXPIRING IN 2026)

    | ROBERT K. SHEARER (CHAIR OF THE BOARD) | | | Director Since: October 2018 Age: 71 Committees: • Audit (Chair) • Nominating & Governance Independent | CAREER HIGHLIGHTS • VF Corporation, a global lifestyle and apparel company • Senior Vice President and Chief Financial Officer (May 2005 to March 2015) • Vice President — Finance and Chief Financial Officer (January 2003 to May 2005) • Vice President and Controller (June 2000 to January 2003) • Various senior leadership positions, including two years as President of VF Corporation’s Outdoor Coalition, which was formed with the acquisition of The North Face brand (1986 to 2000) • Ernst & Young LLP, a multinational professional services firm • Senior Audit Manager OTHER CURRENT PUBLIC COMPANY BOARDS • Church & Dwight Co, Inc., a household products manufacturer (since 2008) — current Chair of its Audit Committee • Kontoor Brands Inc., a global lifestyle apparel company (since May 2019) — current Lead Director of the Board and Chair of its Audit Committee EDUCATION • B.S., Accounting, Catawba College KEY SKILLS AND QUALIFICATIONS Mr. Shearer was selected to serve on our Board because of his: • extensive public accounting, finance, and internal control experience • experience leading global retail consumer products expansion initiatives • knowledge of corporate disclosure matters • broad understanding of global businesses • experience in investor relations and communications |

  10. DIRECTORS CONTINUING IN OFFICE

    DIRECTORS CONTINUING IN OFFICE The following section provides information with respect to each director of YETI who will continue to serve as a director after the Annual Meeting. It includes the specific experience, qualifications and skills considered by the Nominating and Governance Committee and/or the Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director’s tenure on the Board, his or her age and such director’s committee assignments. Ages are as of March 20, 2023.

  11. CLASS I DIRECTORS (FOR TERMS EXPIRING IN 2025)

    CLASS I DIRECTORS (FOR TERMS EXPIRING IN 2025)

  12. CLASS I DIRECTORS (FOR TERMS EXPIRING IN 2025)

    | FRANK D. GIBEAU | | | Director Since: February 2020 Age: 54 Committees: • Audit • Compensation Independent | CAREER HIGHLIGHTS • Take Two Interactive Software, Inc., a leading developer of interactive entertainment • President, Zynga Label (July 2022 to present) • Zynga Inc., a leading provider of social game services • Chief Executive Officer (March 2016 to July 2022) • Electronic Arts Inc., a global leader in digital interactive entertainment • Executive Vice President of EA Mobile (September 2013 to May 2015) • President of EA Labels (August 2011 to September 2013) • President of EA Games Label (June 2007 to August 2011) • Executive Vice President, General Manager, North America Publishing (September 2005 to June 2007) • Senior Vice President of North American Marketing (2002 to September 2005) OTHER PUBLIC COMPANY BOARD SERVICE • Zynga (August 2015 to July 2022) EDUCATION • M.B.A., Santa Clara University • B.S., Business Administration, University of Southern California KEY SKILLS AND QUALIFICATIONS Mr. Gibeau was selected to serve on our Board because of his: • extensive leadership experience in a public company • extensive public accounting, finance, and internal control experience • • deep knowledge of corporate strategy, product development and brand building |

  13. CLASS I DIRECTORS (FOR TERMS EXPIRING IN 2025)

    | MATTHEW J. REINTJES | | | Director Since: March 2016 Age: 47 | CAREER HIGHLIGHTS • YETI Holdings, Inc. • President and Chief Executive Officer (September 2015 to Present) • Vista Outdoor Inc., a manufacturer of outdoor sports and recreation products, which, prior to February 9, 2015, was operated as a reporting segment of Alliant Techsystems Inc. • Vice President of Outdoor Products (February 2015 to September 2015) • Alliant Techsystems Inc., an aerospace, defense, and sporting goods company • Vice President of Accessories (November 2013 to February 2015) • Bushnell Holdings Inc., a portfolio of leading brands in outdoor and recreation products • Chief Operating Officer (May 2013 to November 2013) • Hi-Tech Industrial Services, Inc., a supplier of industrial services • Chief Operating Officer (January 2013 to May 2013) • Danaher Corporation, a global science and technology company • President of KaVo Equipment Group-North America (October 2011 to January 2013) • President-Imaging (April 2011 to October 2011) • Roles including Vice President/General Manager, Vice President of Sales, and Senior Product Manager (2004 to October 2011) EDUCATION • M.B.A., University of Virginia’s Darden School of Business • B.A., Economics, University of Notre Dame KEY SKILLS AND QUALIFICATIONS Mr. Reintjes was selected to serve on our Board because of his: • perspective and experience as our President and CEO • extensive experience in corporate strategy, brand leadership, new product development, general management processes • operations leadership with companies in the outdoor sports and recreation products industries |

  14. CLASS III DIRECTORS (FOR TERMS EXPIRING IN 2024)

    CLASS III DIRECTORS (FOR TERMS EXPIRING IN 2024)

  15. CLASS III DIRECTORS (FOR TERMS EXPIRING IN 2024)

    | TRACEY D. BROWN | | | Director Since: May 2020 Age: 55 Committees: • Compensation • Nominating & Governance Independent | CAREER HIGHLIGHTS • Walgreens Boots Alliance, Inc., a global leader in retail pharmacy • President of Retail Products and U.S. Chief Customer Officer (November 2021 to Present) • American Diabetes Association, the nation’s largest voluntary health organization and a global authority on diabetes • Chief Executive Officer (June 2018 to October 2021) • Sam’s Club, a division of Walmart, Inc. • Senior Vice President of Operations and Chief Experience Officer (February 2017 to June 2018) • Chief Member and Marketing Officer (January 2015 to February 2017) • Vice President (October 2014 to January 2015) • RAPP Dallas, a data-driven integrated marketing agency • Chief Executive Officer and Managing Director (January 2010 to September 2014) • Senior Vice President (April 2008 to January 2010) • Direct Impact, a direct marketing agency • Chief Operating Officer (July 2006 to April 2008) • Advanced Micro Devices, a direct marketing agency • Director, Worldwide Consumer Marketing (January 2002 to July 2006) OTHER PUBLIC COMPANY BOARD SERVICE • WW International, Inc., a global wellness company and the world’s leading commercial weight management program (February 2019 to January 2022) EDUCATION • M.B.A., Columbia University Graduate School of Business • B.S., Chemical Engineering, University of Delaware KEY SKILLS AND QUALIFICATIONS Ms. Brown was selected to serve on our Board because of her: • extensive executive leadership experience • vast experience leveraging insights to deepen connections to consumers and create customer loyalty |

  16. CLASS III DIRECTORS (FOR TERMS EXPIRING IN 2024)

    | ALISON DEAN | | | Director Since: October 2020 Age: 58 Committees: • Audit • Nominating & Governance Independent | CAREER HIGHLIGHTS • iRobot Corporation, a leading global consumer robot company • Executive Vice President, Chief Financial Officer, and Treasurer (April 2013 to May 2020) • Senior Vice President, Corporate Finance (February 2010 to April 2013) • Vice President, Finance (August 2005 to February 2010) • 3Com Corporation, a digital electronics manufacturer • Several senior financial roles (1995 to August 2005), including vice president and corporate controller (2004 to 2005) and vice president of finance, worldwide sales (2003 to 2004) OTHER CURRENT PUBLIC COMPANY BOARDS • Everbridge, Inc., a global software company that provides critical event management and enterprise safety applications (since July 2018) — current Chair of its Audit Committee EDUCATION • M.B.A., Boston University • B.A., Business Economics, Brown University KEY SKILLS AND QUALIFICATIONS Ms. Dean was selected to serve on our Board because of her: • extensive consumer business and corporate finance experience and knowledge • experience leading global retail consumer products expansion initiatives |

  17. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Our directors receive compensation in accordance with our Non-Employee Director Compensation Policy. All of our non-employee directors are currently eligible to receive compensation under this Policy.

  18. FISCAL 2022 DIRECTOR COMPENSATION TABLE

    FISCAL 2022 DIRECTOR COMPENSATION TABLE The table below sets forth information regarding all compensation awarded to, earned by, or paid to our non-employee directors during fiscal 2022.

  19. FISCAL 2022 DIRECTOR COMPENSATION TABLE

    | Name | Fees earned or paid in cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Tracey D. Brown | 83,859 | 120,000 | 203,859 | | Alison Dean | 87,620 | 120,000 | 207,620 | | Frank D. Gibeau | 88,866 | 120,000 | 208,866 | | Mary Lou Kelley | 92,638 | 120,000 | 212,638 | | Dustan E. McCoy | 100,149 | 120,000 | 220,149 | | David L. Schnadig(3) | 30,000 | — | 30,000 | | Robert K. Shearer | 180,268 | 120,000 | 300,268 |

  20. FISCAL 2022 DIRECTOR COMPENSATION TABLE

    (1) Represents retainers for Board service and for Board chair, committee chair and committee service. Ms. Kelley and Messrs. Gibeau and Shearer elected to defer a portion of their annual cash retainer and committee cash fees. (2) Represents the grant date fair value of restricted stock units (“RSUs”) granted on May 5, 2022 calculated in accordance with FASB Accounting Standards Codification Topic 718 (“718”). Gibeau and Shearer elected to receive DSUs in lieu of the RSUs. As of December 31, 2022, Ms. Brown held 3,796 DSUs, Ms. Dean held 1,342 DSUs and 2,393 RSUs, Mr. Gibeau held 6,322 DSUs, Ms. Kelley held 12,340 DSUs, Mr. McCoy held 3,155 DSUs and 2,393 RSUs, and Mr. Shearer held 31,555 DSUs. Mr. Schnadig resigned from the Board effective March 9, 2022, and his unvested RSUs were forfeited at the time of his resignation in accordance with his RSU award agreement.

  21. Adjusted Operating Income

    Adjusted Operating Income YETI’s adjusted operating income (a non-GAAP performance metric), which, in addition to adjusted net sales, is a performance metric under our annual short-term incentive plan, decreased 7% to $274.3 million, or 16.8% of adjusted net sales, for fiscal 2022, compared to $295.1 million, or 20.9% of adjusted net sales, in fiscal 2021. Despite higher adjusted gross profit, the decrease in adjusted operating income was primarily driven by higher variable and non-variable expenses. (See “— Annual Incentive Plan — Performance Measures” for a discussion of this metric and see Appendix A for a reconciliation to the corresponding GAAP metric.)

  22. 2022 Short-Term Incentive Plan

    2022 Short-Term Incentive Plan The management team led a process to set the financial performance targets under the 2022 short-term incentive plan (“STIP”), which were set substantially above prior-year levels and required the achievement of double-digit percentage growth over our fiscal 2021 financial results, as approved by the Compensation Committee and as described below. The STIP in 2022 utilized two financial performance metrics, which the Compensation Committee believes appropriately focus executive officers on the critical strategic priorities necessary to grow stockholder value:

  23. 2022 Short-Term Incentive Plan

    | Adjusted Net Sales (40% Weighting) | | Adjusted Operating Income (60% Weighting) | | • Performance threshold: 96% of target • Performance maximum: 105% of target | + | • Performance threshold: 94% of target • Performance maximum: 115% of target |

  24. 2022 Short-Term Incentive Plan

    For the NEOs, the STIP is based exclusively on company performance metrics, and there are no division, geographic or individual components. In addition, all of our eligible employees are participants in the same annual incentive plan. Failure to achieve the minimum level of performance results in no payout under the STIP, and payouts were capped at 200% of the target opportunity. The target opportunities under the STIP for the NEOs were denominated as a percentage of annual eligible salary as set forth below:

  25. 2022 Short-Term Incentive Plan

    | NEO | 2022 Target Annual Cash Incentive Percentage | | Matthew J. Reintjes | 150% | | Michael J. McMullen | 40% | | S. Faiz Ahmad | 75% | | Bryan C. Barksdale | 60% | | Kirk A. Zambetti | 60% | | Paul C. Carbone | 75% | | Hollie S. Castro | 60% |

  26. 2022 Short-Term Incentive Plan

    As described above, although adjusted net sales increased 15.8% to a record $1,633.6 billion, adjusted operating income decreased by 7.1% to $274.3 million, such that YETI’s performance failed to meet the required payment thresholds under our STIP, which resulted in no payments to any employees participating in the STIP, including our NEOs. We believe this demonstrates the rigor of our STIP targets and our commitment to paying for performance. Note: $ in millions, except percentages.

  27. 2022 Long-Term Incentive Plan

    2022 Long-Term Incentive Plan Consistent with our continuing focus on pay-for-performance, NEOs other than our CEO received an annual equity award consisting of an equal mix of performance-based and time-based equity awards under the long-term incentive plan (“LTIP”) in fiscal 2022. In 2022, the Compensation Committee increased the weighting of the performance-based equity awards for our CEO so that 75% of the grant date value of our CEO’s equity awards are performance-based. In prior years, the weighting of our CEO’s performance-based equity awards was 50%, and we believe this increased weighting will further incentivize our CEO to continue driving our performance. The performance-based awards were structured as performance-based restricted stock (“PBRS”) and are eligible to cliff vest after three years based on cumulative free cash flow measured over the three-year performance period, with a relative total shareholder return (“TSR”) modifier tied to our stock price performance relative to the companies in the Russell 2000 Index. We define free cash flow as net cash provided by operating activities, less purchases of property and equipment. The time-based awards were structured as shares of restricted stock that provide for time-based ratable vesting over a three-year period. Mr. Ahmad joined us in August of 2022 after the annual equity awards had been granted, and as such, he did not receive an annual equity award for 2022. Instead, he was granted a new-hire award consisting of 100% restricted stock units that will vest over a three-year period, similar to all other time-based awards granted to NEOs. This new-hire award was intended to provide Mr. Ahmad with a meaningful equity interest subject to long-term vesting in order to link his interests to those of our stockholders. In connection with his appointment as our interim Chief Financial Officer in October of 2022, Mr. McMullen was granted an additional award of restricted stock units in recognition of his additional responsibilities. This award was designed to vest two months after a permanent Chief Financial Officer was appointed in order to encourage an orderly transition of Mr. McMullen’s interim role and incentivize him to remain employed through this period. On February 13, 2023, Mr. McMullen was appointed to serve as our permanent Chief Financial Officer and, accordingly, this award will vest on April 13, 2023.

  28. Target Pay Mix

    Target Pay Mix The following graphic shows the allocation of target total direct compensation payable to our CEO. The Compensation Committee allocated compensation among base salary, target STI, and the grant date fair value of long-term incentives in the form of a combination of time- and performance-based restricted stock awards. Each compensation element for our CEO is discussed further below and set forth in more detail in the 2022 Summary Compensation Table and 2022 Grants of Plan-Based Awards Table. II.

  29. Compensation Philosophy

    | Alignment with our business strategy and stockholders’ interests. YETI’s executive compensation program contains specific financial performance metrics such as adjusted net sales and adjusted operating income that are consistent with our strategic goals and are indicative of top-line and bottom-line performance. Our program also contains a significant allocation to equity incentives to promote the prioritization of our long-term operational and, in turn, stock price performance and to closely tie the interests of executive officers with those of our stockholders. | | Motivate and reward achievement of our key goals. Performance-based incentives using financial metrics that tie to our short- and long-term goals are significant components of our executive compensation program. By linking performance and achievement to compensation, we seek to motivate executive officers to accomplish our key strategic objectives. We define clear and measurable quantitative objectives that are designed to strengthen this link and thus improve results and returns to our stockholders. | | Provide competitive pay to attract and retain talent. We recruit executive officers and managers with a wide diversity of experiences, expertise, capabilities, and backgrounds to lead us as we scale our business and execute our strategy. In recruiting our executives and determining competitive pay levels, we consider a number of reference points, including the compensation structure and amounts of compensation paid to the executive officers at peer group companies, as well as broader general industry surveys. The total compensation of a particular executive officer in a particular year may vary from the level implied by reference to the peer group companies or general industry surveys to reflect his or her specific experience, skills, scope of responsibilities, our specific talent needs, performance or other internal factors. |

  30. Compensation Program Governance

    | | | WHAT WE DO | | | Pay for Performance | The majority of targeted total executive officer compensation is variable and tied to our financial results or the performance of our stock price, or both. | | | Balance Short- and Long-Term Compensation | The allocation of incentives among the STIP and the LTIP does not over-emphasize short-term performance at the expense of achieving long-term goals. | | | Independent Compensation Consultant | The Compensation Committee retains an independent compensation consultant on matters pertaining to executive and non-employee director pay and governance. | | | Stock Ownership Guidelines | Executive officers are expected to acquire and maintain a certain level of ownership interest, in order to emphasize long-term performance and to promote alignment with stockholders. | | | Mitigation of Risk | Our compensation program has provisions to mitigate undue risk, including caps on the maximum level of payouts, clawback provisions, and multiple performance metrics. | | | Clawback Policy | Our executives’ incentive compensation is subject to a clawback policy that applies in the event of certain financial restatements or when an executive engages in serious misconduct or prohibited activity. | | | Double Trigger Change-in-Control Provisions | If there is a change in control, outstanding equity will vest only if there is a termination of employment following such change in control (a “double trigger”). A change in control alone will not trigger vesting. | | | Regularly Review Share Utilization | Management and the Board regularly evaluate share utilization levels by reviewing the cost and dilutive impact of stock compensation. |

  31. Compensation Program Governance

    | | | WHAT WE DON’T DO | | | No employment agreements other than with the CEO | We do not have employment agreements with our executive officers, other than the CEO. | | | No Dividends on Unearned Awards | Under our equity plan, we do not pay dividends or dividend equivalents on shares or units that a participant has not yet earned or that have not vested. | | | Hedging or Pledging of YETI Securities | We prohibit employees and non-employee directors from engaging in hedging, pledging or short sale transactions in YETI securities. | | | No Repricing of Underwater Stock Options | Under our equity plan, we expressly prohibit repricing of stock options or exchanges of underwater stock options without stockholder approval. | | | No Excessive Perquisites | We do not provide excessive perquisites to executive officers. | | | No Excise Tax Gross-Ups | We do not provide excise tax gross-ups on change-in-control payments. | | | No Special Executive Retirement Programs | We do not have any special executive retirement programs that are specific to executive officers. |

  32. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant Since 2018, the Compensation Committee has engaged FW Cook to serve as its independent compensation consultant. FW Cook reports directly to the Compensation Committee, and the Compensation Committee has the sole authority to retain, terminate and obtain the advice of FW Cook at YETI’s expense to assist it in the performance of its duties and responsibilities. The Compensation Committee selected FW Cook as its consultant because of the firm’s expertise and reputation. The Compensation Committee has worked with FW Cook to: assess our executive compensation philosophy, objectives and components; develop a peer group of companies for compensation comparison purposes; review considerations and market practices related to short-term incentive plans and long-term equity and other incentive plans; collect comparative compensation levels for each of our executive officer positions; assess our executive officers’ base salaries, short-term annual incentive targets and long-term equity compensation levels; review our equity compensation strategy, including the development of award guidelines; and review board of director compensation and design practices. While the Compensation Committee takes into consideration the review and recommendations of FW Cook when making decisions about our executive compensation program, ultimately, the Compensation Committee makes its own independent decisions about compensation matters. The Compensation Committee has assessed the independence of FW Cook pursuant to SEC and NYSE rules. In doing so, the Compensation Committee considered various factors bearing upon FW Cook’s independence, including the nature and amount of work performed for the Compensation Committee and the fees paid for those services in relation to the firm’s total revenues. FW Cook did not provide any services to us other than the services provided to the Compensation Committee as described herein and in the “Non-Employee Director Compensation” section of this Proxy Statement. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there were no conflicts of interest and that FW Cook is independent under applicable standards.

  33. Role of Say-On-Pay Vote

    Role of Say-On-Pay Vote In this Proxy Statement, our stockholders are being asked to participate in our third say-on-pay vote (see Proposal 2), and our stockholders will have the opportunity to cast a say-on-pay vote on an annual basis so that they may annually express their views on our executive compensation program. The Compensation Committee considers the results of our annual say-on-pay advisory vote and other feedback received from stockholders throughout the year when making executive compensation decisions for the NEOs. At our 2022 Annual Meeting, 96.3% of the shares represented at the Annual Meeting approved our proposal regarding the compensation paid to YETI’s NEOs. Taking into account the positive support received in 2022, the Compensation Committee believes YETI provides a competitive, stockholder-friendly pay program that effectively retains and motivates our executives. As described below, during fiscal 2022, the Compensation Committee continued its focus on PBRS awards, increasing the PBRS weighting for our CEO’s annual equity award so that 75% of the grant date value of his award consists of PBRS awards and continuing the 50% PBRS weighting for the other NEOs’ annual equity awards. We also established targets under our STIP that required us to achieve a 24.0% growth rate of Adjusted Net Sales and 21.2% growth rate of Adjusted Operating Income over our fiscal 2021 financial results, and these aggressive targets resulted in no NEOs receiving any bonus payment for 2022.

  34. Compensation Peer Group and Peer Selection Process

    Compensation Peer Group and Peer Selection Process The Compensation Committee believes that obtaining market data is important in making determinations about executive compensation. Such information provides helpful context and a solid reference point for making decisions, even though, relative to other companies, there are differences and unique aspects of YETI. When making decisions about the structure and component mix of our executive compensation program, the Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources. However, the Compensation Committee does not have any formal benchmarking policy and uses the peer compensation data solely as a reference point when making compensation decisions for the NEOs using its business judgment. The Compensation Committee, with the assistance of FW Cook, uses the following guiding principles when selecting peer group companies:

  35. Compensation Peer Group and Peer Selection Process

    | Business Focus | Talent Sources | Competitors for Investments | | Companies that operate in similar industries, ideally with similar cost structures and geographic footprint. | Companies that are competitors for our talent. | Companies that investors may consider alternative investment opportunities. |

  36. Compensation Peer Group and Peer Selection Process

    | Peer Group Size | Company Size | Overall Reasonableness | | The peer group should have a sufficient number of companies, generally 12 to 20, to provide meaningful results and to lessen volatility in comparative compensation values. | Companies of comparable organizational scale and complexity or of comparable market value or financial performance make for good reference points, though companies outside the parameters may be included if other factors present a compelling justification. | The peer group, in totality, is reasonable and defensible for comparison purposes. |

  37. Compensation Peer Group and Peer Selection Process

    The Compensation Committee reviews the peer group annually. FW Cook provides the Compensation Committee with peer group data, including the revenues, EBITDA, net income, assets, employees, and market capitalization of each peer company in comparison to that of YETI. The peer group used to evaluate competitive market compensation of our NEOs for fiscal 2022 consisted of the following 18 companies:

  38. Compensation Peer Group and Peer Selection Process

    | Acushnet Holdings Corp. Callaway Golf Company Canada Goose Holdings Inc. Capri Holdings Limited Columbia Sportswear Company Crocs, Inc. | Deckers Outdoor Corporation Fox Factory Holding Corp. Garmin Ltd. Johnson Outdoors Inc. Lululemon Athletica Inc. Malibu Boats, Inc. | Nautilus, Inc. Peloton Interactive, Inc. Polaris Inc. Skechers U.S.A., Inc. Under Armour, Inc. Vista Outdoor Inc. |

  39. Compensation Peer Group and Peer Selection Process

    The Compensation Committee, with assistance from FW Cook, conducted its annual review of the peer group in August of 2022. At this time, YETI was ranked in approximately the 30th percentile for revenue and in the 55th percentile for market capitalization among its peer group. Based on its review of the aforementioned guiding principles and additional data provided by FW Cook, the Compensation Committee decided to alter the peer group it is using for performing market checks on executive and director compensation for fiscal 2023 and going forward by removing Malibu Boats, Inc., Nautilus, Inc., and Polaris Inc. and adding Helen of Troy Limited, Oxford Industries, Inc., and GoPro, Inc.

  40. 2022 Components in General

    | Compensation Type | | Pay Element | Objectives, Basis and Key Features | | FIXED | Cash Compensation | Base Salary | • Intended to provide stable compensation to executive officers, allow us to attract and retain skilled executive talent and maintain a stable leadership team. • Determined based on each executive officer’s role, individual skills, experience, performance, external market value and internal equity. | | VARIABLE | | Short-Term Incentives: Annual Cash Incentive Opportunities | • Rewards achievement of key drivers of our AOP. • Requires the achievement of rigorous adjusted net sales and adjusted operating income targets, which were set substantially above prior-year levels (e.g., achievement of double-digit percentage growth over our fiscal 2021 financial results). • Sets target cash award as a percentage of base salary at 150% for the CEO and between 60% and 75% for all other NEOs. • Caps STIP awards at 200% of the target cash awards for maximum performance. | | | Equity Compensation | Long-Term Incentives: Annual Equity-Based Compensation | • Used to foster a long-term link between executive officers’ interests and the interests of YETI and our stockholders, as well as to attract, motivate and retain executive officers for the long term. • Sets executive officer annual equity award mix in fiscal 2022 at 75% of the value granted in the form of PBRS for our CEO and 50% in the form of PBRS for our other NEOs, with the remainder granted in the form of time-based restricted stock consistent with our continuing focus on pay-for-performance. No stock options were granted in fiscal 2022. • Requires corporate performance against goals to be at least 90% of target in order for any PBRS award to be earned. • Caps PBRS grants at 200% of the target number of shares for maximum performance. • New-hire and promotion awards of restricted stock units granted to Messrs. Ahmad and McMullen, respectively. |

  41. Base Salary

    Base Salary Base salaries provide fixed compensation to executive officers and help us to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. We evaluate a number of factors when setting base salaries, including: • Roles & responsibilities: We consider each executive officer’s areas of responsibility, role and experience. • Professional background: Factors such as education, skills, expertise, professional experience and achievements are considered. • Competitiveness: The base salary of executive officers is evaluated for competitiveness by considering, as a reference point, information with respect to comparable positions at companies in our peer group and other market surveys. • Internal pay equity: The variation in the base salary among executive officers is designed to reflect the differences in position, education, scope of responsibilities, previous experience in similar roles and contribution to the attainment of our goals. In February 2022, the Compensation Committee reviewed each then employed executive officer’s performance, our performance and market data provided by FW Cook on our peer companies and general industry to determine whether any changes to base salaries were warranted for fiscal 2022. As a result of this review, the Compensation Committee approved adjustments to reflect executive performance and to align better with the market, as set forth below:

  42. Short-Term Incentives

    Short-Term Incentives The STIP is a cash plan that rewards NEOs for the achievement of key short-term financial and operational objectives that the Compensation Committee views as critical to the execution of our business strategy and ensures each executive officer is focused on strategic goals that ultimately will drive long-term value for our stockholders. The STIP is based entirely on YETI’s performance with respect to company performance metrics; to align with the market and ensure each executive officer is focused on the same strategic goals, there was no allocation to individual performance goals. All of our eligible employees participate in the STIP on generally the same terms, other than the target bonus opportunity amount and inclusion of additional performance components for employees other than the NEOs. The calculation of the STIP payout amount for each NEO can be summarized by the following formula:

  43. Performance Measures

    Performance Measures The amount of the payout, if any, under the STIP is based on our achievement against two performance metrics. The Compensation Committee incorporated these two measures, adjusted net sales and adjusted operating income, into the STIP in order to focus executive officers on the critical strategic priorities of revenue growth and operating profitability. These two metrics underscore the emphasis on growth and profitability, and the Compensation Committee considers them as building blocks to achieve our key strategic goals and to grow stockholder value. * Adjusted net sales and adjusted operating income are a non-GAAP measures that we use to compare our performance to other companies. For a reconciliation of adjusted net sales and adjusted operating income as set forth in this Proxy Statement to the comparable GAAP measures, see “Appendix A: Reconciliation of Non-GAAP Financial Measures.”

  44. Performance Levels and Payout Levels

    Performance Levels and Payout Levels The Compensation Committee set goals for each of the performance measures at levels that it considered rigorous and challenging based, in part, on its evaluation of the relevant risks and opportunities. More specifically, the Compensation Committee reviewed the relevant financial objectives set forth in our AOP and assessed various factors related to the achievability of these goals, including the risks associated with achieving specific actions that underlie our AOP and the implied performance relative to prior years. Considering these factors, the fiscal 2022 target for adjusted net sales represented a 24% growth rate over our fiscal 2021 financial results, and the target for adjusted operating income represented a 21.2% growth rate over our fiscal 2021 financial results. Having set the targets, the Compensation Committee also set the threshold and maximum performance levels. For fiscal 2022, the Compensation Committee set threshold at what it believed to be a high level of performance equating to 96% of the target for adjusted net sales and 94% of the target for adjusted operating income. The Compensation Committee set maximum at a level of performance equating to 105% of the target for adjusted net sales and 115% of the target for adjusted operating income, levels that required an exceptionally strong performance and represented a significant challenge. Payout levels represent the amount to be paid to NEOs based on the level of actual performance relative to the goals. In order to motivate performance and underscore the importance of achieving, or closely approaching, the performance goals at this critical time in our development, the Compensation Committee set the payout at 0% for achievement below the threshold level of performance. If we achieve the target performance level for either metric, 100% of the target incentive payment for that metric will become payable to the NEOs, and if we achieve the maximum performance level for either metric, 200% of the target incentive payment for that metric will become payable to the NEOs. If the threshold performance level is achieved for either metric, performance between the threshold and target levels and between the target and maximum levels will result in a payout for each metric that is interpolated in a straight-line manner.

  45. Performance Levels and Payout Levels

    | Performance Metric | Below Threshold ($) | Threshold ($) | Target ($) | Maximum ($) | Actual Result ($) | % Achievement | Payout % | | Adjusted Net Sales | <1,680.3 | 1,680.3 | 1,750.3 | 1,837.8 | 1,633.6 | 93% | 0% | | | Less than ~96% | ~96% | 100% | ~105% | | | | | Adjusted Operating Income | <336.1 | 336.1 | 357.6 | 411.2 | 274.3 | 77% | 0% | | | Less than ~94% | ~94% | 100% | ~115% | | | | | Payout Percentage | 0% | 50% | 100% | 200% | | | 0% |

  46. Performance Levels and Payout Levels

    Note: $ in millions, except percentages.

  47. Target Opportunities & Payout Determination

    Target Opportunities & Payout Determination The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to peer group companies and market surveys and the proportion of total direct compensation represented by the annual incentive. In fiscal 2022, the target annual cash incentive percentages of the NEOs who were employed in fiscal 2021 remained unchanged from fiscal 2021. The Compensation Committee verifies our achievement relative to the pre-established goals to determine the respective performance levels, and then translates those performance levels to payout levels based on the payout curve. The Compensation Committee then adds the amounts for the two portions together to determine the total fiscal 2022 STIP payout for each NEO. The Compensation Committee then presents the determination of the STIP payout amounts to the Board for its review. As described above, although adjusted net sales increased 15.8% to a record $1,633.6 billion, and adjusted operating income decreased by 7.1% to $274.3 million, YETI’s performance failed to meet the required payment thresholds under our STIP, which resulted in no payments to any employees participating in the STIP, including our NEOs. We believe this demonstrates the rigor of our STIP targets and our commitment to paying for performance.

  48. Target Opportunities & Payout Determination

    | NEO | Eligible Salary | 2022 Target Annual Cash Incentive Percentage | Payout Percentage | Total STIP Payout | | Matthew J. Reintjes | $1,017,308 | 150% | 0% | $0 | | Michael J. McMullen | $311,269 | 40% | 0% | $0 | | S. Faiz Ahmad | $211,538 | 75% | 0% | $0 | | Bryan C. Barksdale | $402,692 | 60% | 0% | $0 | | Kirk A. Zambetti | $422,692 | 60% | 0% | $0 |

  49. Target Opportunities & Payout Determination

    Mr. Carbone and Ms. Castro were not eligible for any STIP payment for fiscal 2022 because their employment terminated prior to the end of fiscal 2022. Although no payments were made to our NEOs under the STIP, Mr. Ahmad was awarded a one-time bonus of $250,000 when he joined us in August of 2022. This bonus was provided as an incentive to join the Company, in light of the compensation he forfeited from his prior employer.

  50. Long-Term Incentives

    Long-Term Incentives The third primary component of our executive compensation program, and the largest, is long-term equity incentives. The Compensation Committee has designed the long-term incentive opportunity to motivate and reward executive officers to achieve multiyear strategic goals and to deliver sustained long-term value to stockholders. (See “— Compensation Philosophy and Objectives — Compensation Philosophy — Alignment with our business strategy and stockholders’ interests”.) The long-term incentives create a strong link between payouts and performance and a strong alignment between the interests of executive officers and the interests of our stockholders. Long-term equity incentives also promote retention, as executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making executive officers stockholders with a personal stake in the value they are intended to create.

  51. Equity Vehicles

    Equity Vehicles

  52. Equity Vehicles

    | | |

  53. Equity Vehicles

    (1) Excludes the new hire grant to Mr. Ahmad and the promotion grant to Mr. McMullen, as discussed elsewhere. In 2022, the Compensation Committee determined to increase the weighting of the PBRS awards for our CEO so that 75% of the grant date value of our CEO’s equity awards are performance-based. In prior years, the weighting of our CEO’s PBRS awards was 50%, and we believe this increased weighting will further incentivize our CEO to continue driving our performance. The Compensation Committee has structured the mix of equity vehicles and the relative weight assigned to each type to further enhance the link between payouts and performance, and to ensure some amount of value delivery through restricted stock awards to maximize retention and reinforce an ownership culture and commitment to YETI. The PBRS has multi-year performance goals (three-year cumulative free cash flow and relative TSR), which promote consistent growth in stockholder value across a longer time horizon. The Compensation Committee selected free cash flow because it is a key performance metric for consumer goods companies and their stockholders and is indicative of our ability to generate liquidity and increase stockholder value. The Compensation Committee also included relative TSR as a modifier. The presence of relative TSR in our PBRS design directly links executive officer compensation to the creation of stockholder value and aligns the interests of executive officers with YETI and our stockholders. Relative TSR is measured against the companies in the Russell 2000 Index, which represents a broad index of relatively similarly sized companies. The PBRS awards will be eligible to become vested following the end of a three-year performance period based on cumulative free cash flow during the performance period, with the number of PBRS eligible to vest subject to potential modification based on YETI’s TSR relative to the TSR of the companies who were in the Russell 2000 Index as of the start of the performance period.

  54. Equity Vehicles

    | Equity Vehicle | 2022 Allocation | Performance/ Vesting Period | How Payouts Are Determined | Rationale for Use | | PBRS | 75% for our CEO; 50% for all other NEOs | • 3-year performance period with cliff vesting of award subject to performance measured during the performance period | • Cumulative free cash flow measured over a three-year period, with a relative TSR modifier based on the performance of our stock price relative to the companies who were in the Russell 2000 Index as of the start of the performance period | • Prioritizes increasing stockholder value • Promotes long-term focus | | Restricted Stock | 25% for our CEO; 50% for all other NEOs | • 3-year vesting period: 1/3 after Year 1, then 1/6 semi-annually | • Value of stock | • Aligns with stockholders • Promotes retention • Provides value |

  55. Equity Vehicles

    With respect to the cumulative free cash flow performance metric, the Compensation Committee has approved threshold, target, and maximum performance levels at the time of grant as shown in the table below.

  56. Equity Vehicles

    | Performance Level | % of Target PBRS Eligible to Become Vested | | Less Than Threshold | 0% | | Threshold | 50% | | Target | 100% | | Maximum or Greater | 200% |

  57. Equity Vehicles

    Vesting for performance between any of the performance levels specified above is interpolated on a straight-line basis. The number of PBRS determined to be eligible to become vested may be further modified based on YETI’s percentile ranking of its TSR compared to companies within the Russell 2000 Index as of the start of the performance period using 20 trading-day start and end periods to mitigate one day volatility in stock price (i.e., “Relative TSR Modifier”). The Relative TSR Modifier is applied using the following table.

  58. Equity Vehicles

    | TSR Percentile Rank | % of CFC PBRS to Vest | | ≤25% | 80% | | Between 25% and 75% | 100% (i.e., no modification) | | ≥75% | 120% |

  59. Equity Vehicles

    In all events, the maximum number of target PBRS that can vest is capped at 200%. We believe the cumulative three-year free cash flow target is attainable if we are able to successfully execute on our business plan and continue to grow our business.

  60. Target Long-Term Incentive Opportunities and 2022 Grants of PBRS & Time-Based Restricted Stock Awards

    Target Long-Term Incentive Opportunities and 2022 Grants of PBRS & Time-Based Restricted Stock Awards In February 2022, the Compensation Committee established target long-term incentive opportunities for each of the NEOs employed at that time. In establishing the size of the long-term incentive opportunity, the Compensation Committee considered the following: • the values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at the peer group companies and in market surveys; • individual performance and criticality of, and expected future, contributions of the NEO; • time in role, skills and level of experience; and • retention considerations. In February 2022, the Compensation Committee increased executive target total LTIP incentive percentages to recognize prior years’ performance and achievements, to better align long-term compensation opportunity with our peer group companies, and to further incentivize long-term performance. Having established the target value of the long-term incentive, and the mix of equity vehicles, the Compensation Committee used the closing price on the date of grant to determine the actual number of PBRS and restricted stock to be granted to each NEO as shown in the table below.

  61. Target Long-Term Incentive Opportunities and 2022 Grants of PBRS & Time-Based Restricted Stock Awards

    | NEO | 2022 Total LTIP Incentive Percentage | 2022 Target Opportunity ($) | PBRS ($) | PBRS (#)(1) | RS ($) | RS (#) | | Matthew J. Reintjes | 400% | 4,100,000 | 3,075,000 | 51,003 | 1,025,000 | 17,001 | | Michael J. McMullen | 100% | 300,000 | 150,000 | 2,488 | 150,000 | 2,488 | | Bryan C. Barksdale | 150% | 608,000 | 304,000 | 5,042 | 304,000 | 5,042 | | Kirk A. Zambetti | 150% | 638,000 | 319,000 | 5,291 | 319,000 | 5,291 | | Paul C. Carbone | 200% | 1,150,000 | 575,000 | 9,537 | 575,000 | 9,537 | | Hollie S. Castro | 200% | 890,000 | 445,000 | 7,381 | 445,000 | 7,381 |

  62. Target Long-Term Incentive Opportunities and 2022 Grants of PBRS & Time-Based Restricted Stock Awards

    (1) Reflects the number of PBRS for target performance goal. The Compensation Committee intends to make grants of long-term incentive awards annually and may also grant long-term incentive awards when an individual is hired or promoted. Consistent with this approach and in connection with his appointment as our interim Chief Financial Officer in October of 2022, Mr. McMullen was granted an additional award of restricted stock units with a grant date value of $300,000 in recognition of his additional responsibilities. This award was designed to vest two months after a permanent Chief Financial Officer was appointed in order to encourage an orderly transition of Mr. McMullen’s interim role and incentivize him to remain employed through this period. On February 13, 2023, Mr. McMullen was appointed as our permanent Chief Financial Officer and so, this award will vest on April 13, 2023. The Compensation Committee also awarded Mr. Ahmad a new-hire award in connection with his commencement of employment as our Chief Commercial Officer. The award had a grant date value of $3,000,000 consisting of restricted stock units that will vest over the same three-year period as our time-based awards. This new-hire award was intended to provide Mr. Ahmad with a meaningful equity interest subject to long-term vesting in order to link his interests to those of our stockholders.

  63. Payouts of Previously Granted 2020-2022 PBRS Awards

    Payouts of Previously Granted 2020-2022 PBRS Awards In 2020, we granted each of our NEOs who was employed at that time an award of PBRS with substantially the same design as our 2022 PBRS awards described above. The applicable cumulative free cash flow target for the performance period was set at $294 million. Based on our performance during the three year performance period and taking into account the relative TSR modifier, the payout percentage for the 2020 PBRS awards was determined to be 200% of the target number of PBRS awarded.

  64. Additional Aspects of Long-Term Incentive Compensation

    Additional Aspects of Long-Term Incentive Compensation We make grants of long-term incentive equity under our 2018 Equity and Incentive Compensation Plan, which our stockholders approved and adopted in 2018. The grant dates for awards made in 2022 are detailed in the “2022 Grants of Plan-Based Awards” table later in this Proxy Statement. We generally intend to make annual grants during the first quarter of our fiscal year following the release of financial results for the preceding fiscal year.

  65. Severance Arrangements

    Severance Arrangements We have adopted a senior leadership severance benefits plan (the “Severance Plan”), which covers all currently employed NEOs except the CEO, to provide protection in the event of a termination following a change in control or otherwise. The Severance Plan generally provides for severance amounts if the NEO’s employment is terminated by us without cause or by the NEO for good reason. For a termination not in connection with a change in control, the NEO is eligible to receive (a) a severance amount equal to 100% of his or her base salary, and (b) a pro rata STIP payout based on actual company performance for the year of termination. For terminations within two years after a change in control, the NEO is eligible to receive (x) a severance amount equal to 150% of the sum of base salary plus target annual incentive compensation amount at the time of termination, and (y) a pro rata STIP payout. The Severance Plan also provides for reimbursement for health benefit continuation of up to 12 to 18 months. The payments and benefits provided under the Severance Plan are contingent upon the affected NEO’s execution and non-revocation of a general release of claims and compliance with specified restrictive covenants. See “— Potential Payments upon a Termination or Change in Control,” which describes the payments to which the participating NEOs may be entitled under the Severance Plan. Mr. Carbone and Ms. Castro did not receive any benefits under the Severance Plan in connection with their terminations of employment during fiscal 2022. Our CEO does not participate in the Severance Plan because he is entitled to severance benefits under his employment agreement that was entered into during 2018. Our CEO’s severance benefits are based on a 1.5x multiple for qualifying terminations not in connection with a change in control and a 2x multiple for qualifying terminations in connection with a change in control. The severance arrangements for our CEO are described below under “— 2022 Summary Compensation Table — Employment Agreement of Mr. Reintjes.” V.

  66. 2022 SUMMARY COMPENSATION TABLE

    2022 SUMMARY COMPENSATION TABLE The following table sets forth information regarding all compensation awarded to, earned by or paid to our NEOs during fiscal years 2020, 2021 and 2022.

  67. 2022 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Matthew J. Reintjes President and Chief Executive Officer | 2022 | 1,017,308 | — | 4,313,664 | — | 8,082 | 5,339,054 | | | 2021 | 969,231 | — | 3,821,928 | 2,878,615 | 8,700 | 7,678,474 | | | 2020 | 919,231 | — | 3,237,499 | 2,108,485 | — | 6,265,215 | | Michael J. McMullen Senior Vice President, Chief Financial Officer and Treasurer | 2022 | 311,269 | — | 610,418 | — | 8,884 | 930,571 | | | 2021 | | | | | | | | | 2020 | | | | | | | | S. Faiz Ahmad Senior Vice President and Chief Commercial Officer | 2022 | 211,538 | 250,000 | 3,000,017 | — | 84,717 | 3,546,272 | | Bryan C. Barksdale Senior Vice President, General Counsel and Secretary | 2022 | 402,692 | — | 629,090 | — | 6,947 | 1,038,729 | | | 2021 | 388,269 | — | 881,995 | 461,264 | 6,698 | 1,738,226 | | | 2020 | 372,981 | — | 562,517 | 410,652 | 4,975 | 1,351,125 | | Kirk A. Zambetti Senior Vice President of Sales | 2022 | 422,692 | — | 660,158 | — | 9,150 | 1,092,000 | | | 2021 | 408,269 | — | 929,027 | 485,024 | 8,700 | 1,831,020 | | | 2020 | 392,692 | — | 592,499 | 432,354 | 8,550 | 1,426,095 | | Paul C. Carbone Former Senior Vice President, Chief Financial Officer and Treasurer | 2022 | 493,750 | — | 1,189,931 | — | 9,150 | 1,692,831 | | | 2021 | 547,115 | — | 1,646,411 | 812,466 | 8,700 | 3,014,692 | | | 2020 | 522,115 | — | 1,049,993 | 718,561 | 8,550 | 2,299,219 | | Hollie S. Castro Former Chief Human Resources Officer and SVP of ESG | 2022 | 296,442 | — | 920,927 | — | 8,901 | 1,226,270 | | | 2021 | 421,538 | — | 929,027 | 500,787 | 8,700 | 1,860,052 | | | 2020 | 390,673 | — | 592,499 | 430,131 | 8,550 | 1,421,853 |

  68. 2022 SUMMARY COMPENSATION TABLE

    (1) The amounts shown in the Stock Awards column represent the aggregate grant date fair value of the RSUs, PBRS and shares of time-based restricted stock granted to our NEOs, computed in accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”). The amount attributable to the PBRS awards shown in the Stock Awards column reflects the value of PBRS awards based on target performance, which was the probable outcome of the applicable performance conditions as determined on the grant date, which results in a grant date fair value for the 2022 PBRS awards as follows: Mr. Reintjes $3,288,673; Mr. McMullen $160,426; Mr. Barksdale $325,108; Mr. Zambetti $341,164; Mr. Carbone $614,956; and Ms. Castro $475,927. If there is a maximum payout under the 2022 PBRS awards, assuming no change in stock price, the values for such awards would be as follows: Mr. Reintjes $6,056,096; Mr. McMullen $295,425; Mr. Barksdale $598,687; Mr. Zambetti $628,253; Mr. Carbone $1,132,423; and Ms. Castro $876,420. For information regarding assumptions, factors and methodologies used in our computations pursuant to Topic 718, see Note 9 (Stock-Based Compensation) to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. (2) The amounts shown in the Non-Equity Incentive Plan Compensation column are comprised of amounts paid in respect of the STIP, as determined by the Compensation Committee and in accordance with the plan and the awards thereunder. As described above, no NEOs received a payout under the STIP for 2022 because our performance fell below the threshold performance targets. Amounts disclosed in this column reflect Company contributions to the tax-qualified 401(k) retirement plan, and, for Mr. Ahmad, reimbursement of relocation expenses in the amount of $84,717.

  69. FISCAL 2022 GRANTS OF PLAN-BASED AWARDS TABLE

    FISCAL 2022 GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth information regarding plan-based awards granted to our NEOs during fiscal 2022:

  70. FISCAL 2022 GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Grant Date | Award Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value Of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Matthew J. Reintjes | | Annual Incentive | 762,981 | 1,525,962 | 3,051,924 | | | | | | | | 2/18/2022 | RS | | | | | | | 17,001 | 1,024,990 | | | 2/18/2022 | PBRS | | | | 25,502 | 51,003 | 102,006 | | 3,288,673 | | Michael J. McMullen | | Annual Incentive | 62,254 | 124,508 | 249,015 | | | | | | | | 2/18/2022 | RS | | | | | | | 2,488 | 150,002 | | | 2/18/2022 | PBRS | | | | 1,244 | 2,488 | 4,976 | | 160,426 | | | 10/28/2022 | RSU | | | | | | | 9,174 | 299,990 | | S. Faiz Ahmad | | Annual Incentive | 79,327 | 158,654 | 317,308 | | | | | | | | 8/9/2022 | RSU | | | | | | | 70,258 | 3,000,017 | | Bryan C. Barksdale | | Annual Incentive | 120,808 | 241,615 | 483,231 | | | | | | | | 2/18/2022 | RS | | | | | | | 5,042 | 303,982 | | | 2/18/2022 | PBRS | | | | 2,521 | 5,042 | 10,084 | | 325,108 | | Kirk A. Zambetti | | Annual Incentive | 126,808 | 253,615 | 507,231 | | | | | | | | 2/18/2022 | RS | | | | | | | 5,291 | 318,994 | | | 2/18/2022 | PBRS | | | | 2,646 | 5,291 | 10,582 | | 341,164 | | Paul C. Carbone | | Annual Incentive | 185,156 | 370,313 | 740,625 | | | | | | | | 2/18/2022 | RS | | | | | | | 9,537 | 574,986 | | | 2/18/2022 | PBRS | | | | 4,769 | 9,537 | 19,074 | | 614,946 | | Hollie S. Castro | | Annual Incentive | 88,933 | 177,865 | 355,730 | | | | | | | | 2/18/2022 | RS | | | | | | | 7,381 | 445,000 | | | 2/18/2022 | PBRS | | | | 3,691 | 7,381 | 14,762 | | 475,927 |

  71. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END TABLE The following table sets forth information regarding outstanding equity awards held by each of our NEOs as of December 31, 2022:

  72. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END TABLE

    | | | Option Awards | | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units That Have Not Vested (#)(3) | Market Value of Shares or Units That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Name | | Exercisable (#)(1) | Unexercisable (#)(2) | | | | | | | | | Matthew J. Reintjes | 10/24/2018(7) | 321,691 | | | 18.00 | 10/24/2028 | | | | | | | 2/15/2019(8) | 179,059 | | | 22.84 | 2/15/2029 | | | | | | | 2/14/2020(8) | | | | | | 11,501 | 475,106 | | | | | 2/12/2021(8) | | | | | | 12,514 | 516,953 | | | | | 2/18/2022(8) | | | | | | 17,001 | 702,311 | | | | | 2/14/2020(9) | | | | | | | | 59,150 | 2,443,487 | | | 2/12/2021(9) | | | | | | | | 50,058 | 2,067,896 | | | 2/18/2022(9) | | | | | | | | 102,006 | 4,213,868 | | Michael J. McMullen | 10/24/2018(7) | 8,639 | | | 18.00 | 10/24/2018 | | | | | | | 2/15/2019(8) | 2,805 | | | 22.84 | 2/15/2029 | | | | | | | 7/30/2020(8) | | | | | | 1,040 | 42,962 | | | | | 2/14/2020(8) | | | | | | 920 | 38,005 | | | | | 2/12/2021(8) | | | | | | 1,270 | 52,464 | | | | | 2/18/2022(8) | | | | | | 2,488 | 102,779 | | | | | 10/28/2022(10) | | | | | | 9,174 | 378,978 | | | | | 2/14/2020(9) | | | | | | | | 4,734 | 195,562 | | | 2/12/2021(9) | | | | | | | | 5,082 | 209,937 | | | 2/18/2022(9) | | | | | | | | 4,976 | 205,559 | | S. Faiz Ahmad | 8/9/2022(8) | | | | | | 70,258 | 2,902,358 | | | | Bryan C. Barksdale | 10/24/2018(7) | 28,737 | | | 18.00 | 10/24/2028 | | | | | | | 2/15/2019(8) | 18,556 | | | 22.84 | 2/15/2029 | | | | | | | 2/14/2020(8) | | | | | | 1,998 | 82,537 | | | | | 2/12/2021(8) | | | | | | 2,887 | 119,262 | | | | | 2/18/2022(8) | | | | | | 5,042 | 208,285 | | | | | 2/14/2020(9) | | | | | | | | 10,277 | 424,543 | | | 2/12/2021(9) | | | | | | | | 11,552 | 477,213 | | | 2/18/2022(9) | | | | | | | | 10,084 | 416,570 | | Kirk A. Zambetti | 10/24/2018(7) | 24,573 | | | 18.00 | 10/24/2018 | | | | | | | 2/15/2019(8) | 10,395 | | | 22.84 | 2/15/2029 | | | | | | | 2/14/2020(8) | | | | | | 2,104 | 86,916 | | | | | 2/12/2021(8) | | | | | | 3,042 | 125,665 | | | | | 2/18/2022(8) | | | | | | 5,291 | 218,571 | | | | | 2/14/2020(9) | | | | | | | | 10,825 | 447,181 | | | 2/12/2021(9) | | | | | | | | 12,168 | 502,660 | | | 2/18/2022(9) | | | | | | | | 10,582 | 437,142 | | Paul C. Carbone(11) | | | | | | | | | | | | Hollie S. Castro(11) | | | | | | | | | | |

  73. OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END TABLE

    Amounts disclosed in this column reflect the number of options granted to our NEOs that were subject to time-based vesting and have vested. The options generally expire ten years from the date of grant and have an exercise price of no less than 100% of the fair market value of a YETI share on the date of grant. See “2022 Potential Payments Upon Termination or Change in Control” for information on the treatment of options upon retirement, death, disability, termination or change in control. Amounts disclosed in this column reflect the number of options granted to our NEOs that were subject to time-based vesting that had not vested as of December 31, 2022. (3) Amounts disclosed in this column reflect the number of unvested RSUs and shares of restricted stock granted that were subject to time-based vesting. See “2022 Potential Payments Upon Termination or Change in Control” for information on the treatment of RSUs and shares of restricted stock upon retirement, death, disability, termination or change in control. (4) Amounts disclosed in this column reflect the market value of the RSUs and shares of time-based restricted stock as reported in the preceding column using the closing price of a YETI share as reported on the New York Stock Exchange on December 30, 2022, the last trading day of our fiscal year, multiplied by the number of shares underlying each award. (5) Amounts disclosed in this column reflect the number of PBRS that would be paid out if the maximum performance goal is achieved. See “2022 Potential Payments Upon Termination or Change in Control” for information on the treatment of PBRS upon retirement, death, disability, termination or change in control. (6) Amounts disclosed in this column reflect the market value of the PBRS as reported in the preceding column using the closing price of a YETI share as reported on the New York Stock Exchange on December 30, 2022, the last trading day of our fiscal year, multiplied by the number of shares underlying each award. (7) Unvested portion of the award vests in four equal annual installments beginning on the second anniversary of the grant date. (8) Vest one-third on the first anniversary of the grant date and one-sixth on each of the first four six-month anniversaries thereafter. (9) Vest following the end of a three-year performance period based on cumulative free cash flow during the performance period, subject to potential modification based on YETI’s TSR relative to the TSR of the companies who were in the Russell 2000 Index as of the start of the performance period. (10) The equity award granted to Mr. McMullen on October 28, 2022 will vest on the date that is two months following the date the Board appoints a permanent Chief Financial Officer. The appointment of Mr. McMullen as the permanent Chief Financial Officer was made on February 13, 2023 and Mr. McMullen’s grant will vest on April 13, 2023. As a result of their terminations of employment during 2022, Mr. Carbone and Ms. Castro no longerheld any outstanding equity awards as of December 31, 2022.

  74. FISCAL 2022 OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL 2022 OPTION EXERCISES AND STOCK VESTED TABLE The following table provides information about the number of shares issued upon option exercises, the number of stock awards that vested, and the value realized on exercise or vesting, by our NEOs during fiscal 2022.

  75. FISCAL 2022 OPTION EXERCISES AND STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Matthew J. Reintjes | — | — | 45,095 | 2,610,658 | | Michael J. McMullen | — | — | 4,012 | 233,319 | | S. Faiz Ahmad | — | — | — | — | | Bryan C. Barksdale | — | — | 8,841 | 514,081 | | Kirk A. Zambetti | — | — | 9,304 | 540,931 | | Paul C. Carbone | 178,507 | 3,136,455 | 16,499 | 959,344 | | Hollie S. Castro | 12,192 | 156,545 | 9,208 | 534,543 |

  76. FISCAL 2022 OPTION EXERCISES AND STOCK VESTED TABLE

    (1) The amounts shown in this column represent the number of shares acquired on the exercise of options during fiscal 2022. (2) The amounts shown in this column represent the number of shares acquired on exercise multiplied by the difference between the option exercise price and the closing price of a YETI share on the date of exercise. (3) Amounts disclosed in this column reflect the number of RSUs and shares of restricted stock that vested during fiscal 2022. Amounts disclosed in this column reflect the value realized upon vesting of the RSUs and shares of restricted stock, as calculated based on the price of a YETI share on the vesting date, multiplied by the number of shares underlying each award.

  77. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL Mr. Reintjes’ employment agreement provides for certain payments to be made in connection with certain terminations of employment. Under Mr. Reintjes’ employment agreement, Mr. Reintjes is entitled to severance, subject to his execution of a release of claims, as follows: • If Mr. Reintjes’ employment is terminated by us without cause (as such term is defined in Mr. Reintjes’ employment agreement) or by Mr. Reintjes for good reason (as such term is defined in Mr. Reintjes’ employment agreement), and such termination occurs outside of the change in control protection period (as such term is defined in Mr. Reintjes’ employment agreement), Mr. Reintjes will be eligible to receive a severance payment in an amount equal to 150% of the sum of his annual base salary amount plus target annual incentive compensation amount for the year in which such termination occurs. This amount would be paid over the 18-month period following Mr. Reintjes’ termination of employment. Mr. Reintjes will also be eligible to receive a pro rata portion of his annual incentive compensation payment for the year of termination, based on actual performance for the full year and the number of days he was employed during such year, to be paid in a lump sum at the later of (a) the time when annual incentive compensation payments are paid to our executive officers for the calendar year in which Mr. Reintjes’ employment terminates or (b) the 61st day after the date on which Mr. Reintjes’ employment terminates. In addition, we will reimburse Mr. Reintjes for the full amount of his premiums for health care continuation coverage for a period of up to 18 months. • If Mr. Reintjes’ employment is terminated by us without cause or by Mr. Reintjes for good reason, and such termination occurs during the change in control protection period, Mr. Reintjes will be eligible to receive a severance payment in an amount equal to 200% of the sum of his annual base salary amount plus his target annual incentive compensation amount for the year in which such termination occurs. This amount generally would be paid in a single lump sum following Mr. Reintjes’ termination of employment; although a portion of this amount would be paid over the 18-month period following Mr. Reintjes’ termination of employment if required under Section 409A of the Code. Mr. Reintjes will also be eligible to receive a pro rata portion of his target annual incentive compensation payment for the year of termination, based on the number of days he was employed during such year, to be paid in a lump sum at the later of (a) the time when annual incentive compensation payments are paid to our executive officers for the calendar year in which Mr. Reintjes’ employment terminates or (b) the 61st day after the date on which Mr. Reintjes’ employment terminates. In addition, we will reimburse Mr. Reintjes for the full amount of his premiums for health care continuation coverage for a period of up to 18 months. Mr. Reintjes’ employment agreement also contains a net-better Section 280G cutback provision, which provides that, if payments to Mr. Reintjes would constitute “parachute payments” within the meaning of Section 280G of the Code and be subject to an excise tax under Section 4999 of the Code, then such payments would be reduced by the amount needed to avoid triggering such tax, provided that such reduction leaves Mr. Reintjes in a better after-tax position than if such payments had not been reduced (taking into account the effect of the excise tax). Under the Severance Plan, each participating NEO is entitled to severance, subject to his or her execution of a release of claims, as follows: • If the employment of either of Messrs. Ahmad, Barksdale, McMullen or Zambetti is terminated by us without cause (as such term is defined in the Severance Plan) or by the applicable executive for good reason (as such term is defined in the Severance Plan), and such termination does not occur during the change in control protection period (as such term is defined in the Severance Plan), such executive will be eligible to receive a severance amount equal to 100% of his or her respective annual base salary amount (the “Base Severance Amount”). The Base Severance Amount would be paid over the 12-month period following the applicable executive’s termination of employment. Such executive will also be eligible to receive a pro rata portion of his or her respective annual incentive compensation payment for the year of termination, based on actual performance for the full year and the number of days the applicable executive was employed during such year, to be paid in a lump sum at the later of (a) the time when annual incentive compensation payments are paid to our executive officers for the calendar year in which the applicable executive’s employment terminates or (b) the 61st day after the date on which the applicable executive’s employment terminates. In addition, we will reimburse the applicable executive for the full amount of his or her premiums for health care continuation coverage for a period of up to 12 months. • If the employment of either of Messrs. Ahmad, Barksdale, McMullen or Zambetti is terminated by us without cause or by the applicable executive for good reason, and such termination occurs during the change in control protection period, such executive will be eligible to receive a severance payment equal to 150% of the sum of his or her annual base salary amount plus target annual incentive compensation amount (the “Enhanced Severance Amount”). The Enhanced Severance Amount generally would be paid in a single lump sum following the applicable executive’s termination of employment; although a portion of this amount would be paid over the 12-month period following the applicable executive’s termination of employment, if required under Section 409A of the Code. Such executive will also be eligible to receive a pro rata portion of his or her target annual incentive compensation payment for the year of termination, based on the number of days he or she was employed during such year, to be paid in a lump sum at the later of (a) the time when annual incentive compensation payments are paid to our executive officers for the calendar year in which the applicable executive’s employment terminates or (b) the 61st day after the date on which the applicable executive’s employment terminates. In addition, we will reimburse the applicable executive for the full amount of his or her premiums for health care continuation coverage for a period of up to 18 months. • For purposes of the Severance Plan, the change in control protection period is the 24-month period following a change in control (as defined in the Severance Plan). If a change in control occurs during the six-month period following termination of the employment of either of Messrs. Ahmad, Barksdale, McMullen or Zambetti by us without cause, or by the applicable executive for good reason, and such termination of employment (or the event giving rise to the termination for good reason) occurred at the request of a third party which had taken steps reasonably calculated or intended to effectuate such change in control, or otherwise arose in connection with or in anticipation of such change in control, then such executive would be entitled to receive the Enhanced Severance Amount, less any portion of the Base Severance Amount that was previously paid.

  78. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    The Severance Plan also contains a net-better Section 280G cutback provision, which provides that, if payments to a participant would constitute “parachute payments” within the meaning of Section 280G of the Code and be subject to an excise tax under Section 4999 of the Code, then such payments would be reduced by the amount needed to avoid triggering such tax, provided that such reduction leaves the participant in a better after-tax position than if such payments had not been reduced (taking into account the effect of the excise tax).

  79. CEO PAY RATIO

    CEO PAY RATIO For fiscal 2022, the median of the annual total compensation of all employees of YETI (other than our CEO) was $90,220, and the annual total compensation of our CEO, Matthew J. Reintjes, was $5,339,054. Based on this information, for fiscal 2022, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 59 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The methodology and the material assumptions, adjustments and estimates that we used to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” were as follows: Using the same median employee as 2021 proxy and have updated the compensation and ratio since there have been no changes in our employee population or compensation arrangements that would significantly impact this disclosure. When we originally identified the median employee for 2021, we used the following methodology: • As of November 1, 2021, our employee population consisted of approximately 802 individuals globally, of which 726 were in the United States and 76 were outside of the United States. • In accordance with the “de minimis exemption” adjustment permitted under SEC rules, which allows the exclusion of non-U.S. employees constituting less than 5% of the total employee population from the median employee calculation, we excluded 32 employees (representing fewer than 5% of our total employee population, excluding the CEO, as of November 1, 2021) from 3 countries as follows: 25 employees in China, 3 employees in Singapore, and 4 employees in the Philippines. After the exclusions, 726 employees in the United States and 44 employees located outside of the United States were considered for identifying the median employee. • To identify our “median employee,” we analyzed the actual total earnings compiled from our payroll records for the one-year period ending December 31, 2021 to determine the median employee. Actual earnings included base pay, overtime compensation, bonuses and other incentive pay (including commissions and fringe benefits). • We annualized the compensation of the employees who were hired during the applicable period, but who did not work for us during the entire 12 months. • We did not make any cost-of-living adjustments to adjust for employees living outside of Austin, Texas. • For employees in foreign jurisdictions, we converted amounts paid in local currencies to U.S. dollars using the exchange rate as of November 1, 2021. • We determined that our median employee was a full-time corporate employee located in the United States. • With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for fiscal 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $90,220. With respect to the annual total compensation for our CEO, we used the amount reported in the “Total” column of the “Summary Compensation Table” set forth above. Because SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions and make reasonable estimates and assumptions that reflect their employee population and compensation practices, the pay ratio reported by other companies may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios.

  80. Pay Versus Performance

    Pay Versus Performance Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis”. The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs for each year from 2020 to 2022, compared to our total shareholder return (TSR) from December 31, 2019 through the end of each such year, and our Net Income and Free Cash Flow for each such year.

  81. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for PEO (b)(1)(2) | Compensation Actually Paid to PEO (c)(1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d)(4) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(5) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($K) (h)(8) | Free Cash Flow ($K) (i)(9) | | | | | | | Total Shareholder Return (f)(6) | Peer Group Total Shareholder Return (g)(7) | | | | 2022 | $5,339,054 | $(7,614,737) | $1,587,779 | $(1,240,176) | $119 | $54 | $89,693 | $274,297 | | 2021 | $7,678,474 | $15,382,394 | $2,110,998 | $3,820,836 | $238 | $95 | $212,602 | $295,132 | | 2020 | $6,265,215 | $22,557,443 | $1,624,573 | $5,145,307 | $197 | $90 | $155,801 | $224,296 |

  82. Pay Versus Performance

    (1) Our PEO was Matthew J. Reintjes. (2) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below.

  83. Pay Versus Performance

    | | 2020 | 2021 | 2022 | | Summary Compensation Table Total(a) | $6,265,215 | $7,678,474 | $5,339,054 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | $(3,237,499) | $(3,821,928) | $(4,313,664) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | $9,510,518 | $4,378,373 | $2,810,452 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | $8,575,509 | $3,268,349 | $(5,766,804) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | $— | $— | $— | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | $1,443,700 | $3,879,126 | $(5,683,775) | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) | $— | $— | $— | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | | Compensation Actually Paid | $22,557,443 | $15,382,394 | $(7,614,737) |

  84. Pay Versus Performance

    (a) We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. (b) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (c) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our PEO were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under US GAAP. See “Stock-Based Compensation” in the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for additional details. (4) This figure is the average of the total compensation paid to our NEOs other than our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. The names of the non-PEO NEOs in each year are listed in the table below.

  85. Pay Versus Performance

    | 2020 | 2021 | 2022 | | Paul C. Carbone | Paul C. Carbone | Paul C. Carbone | | Bryan C. Barksdale | Bryan C. Barksdale | Michael J. McMullen | | Kirk A. Zambetti | Kirk A. Zambetti | Bryan C. Barksdale | | Hollie S. Castro | Hollie S. Castro | Kirk A. Zambetti | | | | Hollie S. Castro | | | | S. Faiz Ahmad |

  86. Pay Versus Performance

    This figure is the average of compensation actually paid for our NEOs other than our PEO in each listed year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation Table total compensation under the methodology prescribed under the SEC’s rules as shown in the table below, with the indicated figures showing an average of such figure for all NEOs other than our PEO in each listed year.

  87. Pay Versus Performance

    | | 2020 | 2021 | 2022 | | Summary Compensation Table Total(a) | $1,624,573 | $2,110,998 | $1,587,779 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | $(699,377) | $(1,096,615) | $(1,168,424) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | $2,054,491 | $1,256,274 | $715,860 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | $1,857,749 | $705,730 | $(469,716) | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | $— | $— | $— | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | $307,872 | $844,449 | $(811,726) | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) | $— | $— | $(1,093,949) | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | | Compensation Actually Paid | $5,145,307 | $3,820,836 | $(1,240,176) |

  88. Pay Versus Performance

    (a) We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made. (b) The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (c) In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under US GAAP. See “Stock-Based Compensation” in the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for additional details. (6) Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and that all dividends are reinvested until the last day of each reported fiscal year. (7) The peer group used is the S&P 500 Apparel, Accessories & Luxury Goods Index, as used in the Company’s Stock Performance Graph in our annual report. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and that all dividends are reinvested until the last day of each reported fiscal year. (8) The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements for the applicable year. In the Company’s assessment, Free Cash Flow is the financial performance measure that is the most important financial performance measure used by the company in 2022 to link compensation actually paid to performance. Please see the Compensation Discussion and Analysis section above for a further discussion of Free Cash Flow and how it is utilized in our executive compensation program. Tabular List of Performance Measures The list below includes the four financial performance measures that in our assessment represent the most important financial performance measures used to link compensation actually paid to our NEOs, for 2022, to company performance.

  89. Pay Versus Performance

    | Tabular List | | Free Cash Flow | | Relative Total Shareholder Return (TSR) | | Net Sales | | Adjusted Operating Income |

  90. Pay Versus Performance

    Description of Relationships Between Compensation Actually Paid and Performance The graphs below describe, in a manner compliant with the relevant rules, the relationship between Compensation Actually Paid and the individual performance measures shown. Compensation Actually Paid Versus TSR Compensation Actually Paid Versus Net Income Compensation Actually Paid versus Free Cash Flow