DEF 14A of YETI Holdings, Inc., Mar 26, 2026

DEF 14A of YETI Holdings, Inc.

Filed Mar 26, 2026 · FY20250001140361-26-011375

Open on EDGAR

  1. CONTENTS

    | Anti-Hedging and Anti-Pledging Policies | 17 | | Non-Employee Director Compensation | 18 | | Executive Officers | 21 | | EXECUTIVE COMPENSATION | 22 | | Proposal 2. Approval, on an Advisory Basis, of the Compensation Paid to Our Named Executive Officers | 22 | | Compensation Discussion and Analysis | 23 | | Our Named Executive Officers for Fiscal 2025 | 23 | | Executive Summary | 24 | | Compensation Philosophy and Objectives | 26 | | Compensation Determination Process | 27 | | Fiscal 2025 Compensation Program | 29 | | Additional Compensation Policies and Practices | 35 | | Executive Stock Ownership Guidelines | 35 | | Clawback Policy | 35 | | Timing of Grants of Certain Equity Awards | 36 | | Policy with Respect to Section 162(m) of the Internal Revenue Code | 36 | | Compensation and Talent Committee Report | 36 | | 2025 Summary Compensation Table | 37 | | Employment Agreements | 38 | | Fiscal 2025 Grants of Plan-Based Awards Table | 38 | | Outstanding Equity Awards at 2025 Fiscal Year-End Table | 40 | | Equity Compensation Plans | 42 | | Fiscal 2025 Option Exercises and Stock Vested Table | 42 | | Post-Termination Compensation Table | 42 | | CEO Pay Ratio | 46 | | Pay Versus Performance | 47 | | Equity Compensation Plan Information | 51 | | Proposal 3. Approval, By a Non-Binding Advisory Vote, of the Frequency of Future Say-On-Pay Votes | 52 |

  2. OUR BOARD

    OUR BOARD

  3. OF DIRECTORS

    OF DIRECTORS

  4. PROPOSAL 1. ELECTION OF CLASS II DIRECTORS

    PROPOSAL 1. ELECTION OF CLASS II DIRECTORS The Board currently consists of nine qualified directors with skills aligned to our business and strategy. The term of our Class II directors expires at the Annual Meeting. Our Board has nominated each of the four current Class II directors for election at the Annual Meeting as further described under “Director Nominees” below. Each Class I and Class III director, described under “Directors Continuing in Office” below, will continue to serve as a director after the Annual Meeting. 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 four Class II 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.

  5. 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. |

  6. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS

  7. OUR BOARD OF DIRECTORS

    | | | | | | Committee Membership | | | | Name | Age | Class | Director Since | Current Term Expires | Audit | Compensation and Talent | Nominating and Governance | | Director Nominees | | | | | | | | | Arne Arens | 55 | II | 2025 | 2026 | | | | | Mary Lou Kelley | 65 | II | 2019 | 2026 | | | | | Dustan E. McCoy | 76 | II | 2018 | 2026 | | | | | Robert K. Shearer | 74 | II | 2018 | 2026 | | | | | Directors Continuing in Office | | | | | | | | | Alison Dean | 61 | III | 2020 | 2027 | | | | | J. Magnus Welander | 60 | III | 2025 | 2027 | | | | | Elizabeth L. Axelrod | 63 | I | 2023 | 2028 | | | | | Frank D. Gibeau | 57 | I | 2020 | 2028 | | | | | Matthew J. Reintjes | 50 | I | 2016 | 2028 | | | |

  8. OUR BOARD OF DIRECTORS

    | Chair of the Board | Committee Chair | Committee Member | Audit Committee Financial Expert |

  9. OUR BOARD OF DIRECTORS

    | YETI® 2026 Proxy Statement | 3 |

  10. Board Skills Matrix

    Board Skills Matrix

  11. Board Skills Matrix

    | Experience & Strategic Competencies | Arens | Axelrod | Dean | Gibeau | Kelley | McCoy | Reintjes | Shearer | Welander | | Finance/Accounting We place high importance on accurate financial reporting and robust financial controls and value directors with an in-depth understanding of financial management, financial reporting and capital allocation processes. | | | | | | | | | | | Digital/E-Commerce A majority of our sales are through our DTC channel, which makes directors with experience in e-commerce operations and digital business strategies valuable. | | | | | | | | | | | Consumer Products Directors with consumer product experience contribute a deep understanding of our business needs, growth opportunities, industry risks, and product merchandising. | | | | | | | | | | | Global Business Because we are continuing to expand internationally, we value directors with experience managing or overseeing global operations and who have experience navigating various cultural, political, and regulatory requirements. | | | | | | | | | | | Supply Chain Given the increasingly complex and continually evolving global trade environment, we value directors with experience in supply chain management, including inventory management, distribution, logistics, and sourcing. | | | | | | | | | | | Technology/Cybersecurity Directors with experience in technology, cybersecurity, or artificial intelligence provide critical perspective to us regarding oversight of the opportunities, risks, resources, and infrastructure related to such topics. | | | | | | | | | | | Marketing/Branding Directors with marketing, media, branding, or reputational management experience provide critical insight into maintaining and strengthening our brand, which is integral to our success and growth plans. | | | | | | | | | | | Public Company Board/Governance Directors with public company board experience contribute an understanding of board dynamics, investor relations, risk management, and oversight of strategic, operational, and compliance-related matters, as well as provide advice as to governance best practices. | | | | | | | | | | | Executive Leadership Directors with executive leadership experience provide us with knowledge of strategic planning, risk management, and oversight of operational and policy issues. | | | | | | | | | | | Talent Management Human resources and talent management experience assists our Board in overseeing compensation, succession planning, and talent acquisition/retention. | | | | | | | | | |

  12. Board Skills Matrix

    | 4 | YETI® 2026 Proxy Statement |

  13. BOARD SNAPSHOT

    BOARD SNAPSHOT

  14. DIRECTOR NOMINEES

    DIRECTOR NOMINEES We are asking our stockholders to elect Arne Arens, 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 2029 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. The Board has nominated these directors following the recommendation of the Nominating and Governance Committee of the Board. Each Class II director nominee has consented to be named as a director nominee in this Proxy Statement and to serve as a director if elected, and each director nominee has expressed his or her intention to serve the entire term. However, should any director nominee become unable or unwilling 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. 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.

  15. DIRECTOR BIOGRAPHIES

    DIRECTOR BIOGRAPHIES The following sections provide information with respect to each nominee for election as a Class II director and each director who will continue to serve as a director after the Annual Meeting. This information describes the specific experience, qualifications, and skills considered by the Nominating and Governance Committee and 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 26, 2026.

  16. DIRECTOR BIOGRAPHIES

    | YETI® 2026 Proxy Statement | 5 |

  17. Director Nominees

    Director Nominees

  18. Class II Directors (Terms Expire in 2026)

    Class II Directors (Terms Expire in 2026)

  19. Class II Directors (Terms Expire in 2026)

    | Arne Arens |

  20. Class II Directors (Terms Expire in 2026)

    | | CAREER HIGHLIGHTS • Unspun, PBC, an apparel technology company – Chief Executive Officer (since 2026) • Boardriders, Inc., an action sports and lifestyle company – Chief Executive Officer (2021 - 2023) • The North Face, a subsidiary of VF Corporation, a global lifestyle and apparel company – Global Brand President (2017 - 2020) – Vice President and Regional General Manager of the Americas (2017) – Regional General Manager of Europe, Middle East and Africa (2012 - 2017) • NIKE, Inc., a global retailer of athletic footwear, apparel, and equipment – Various executive roles in Europe EDUCATION • M.B.A., Kellogg School of Management at Northwestern University • B.A., Communication Science and Business Administration, University of Amsterdam KEY SKILLS AND QUALIFICATIONS Mr. Arens was selected to serve on our Board because of his: • extensive leadership experience in global consumer brands • deep knowledge of retail and organizational design in major international companies • broad understanding of the sportswear and outdoor industries | | Director Since: March 2025 | | | Age: 55 | | | Committees: Audit; Nominating and Governance | | | Independent: Yes | |

  21. Class II Directors (Terms Expire in 2026)

    | Mary Lou Kelley |

  22. Class II Directors (Terms Expire in 2026)

    | | CAREER HIGHLIGHTS • Best Buy Co., Inc., a consumer electronics retailer – President, E-commerce (2014 - 2017) • Chico’s FAS Inc., a retail women’s clothing chain – Senior Vice President, E-commerce (2010 - 2014) • L.L.Bean, Inc., a retail company – Vice President of Retail Real Estate and Marketing (2006 - 2009) OTHER PUBLIC COMPANY BOARD SERVICE • The Kraft Heinz Company, a global food and beverage company (since 2025) — current member of Nominating and Corporate Governance Committee • Finning International Inc., a dealer of construction machinery and equipment (since 2018) — current member of Human Resources Committee and Safety, Environment & Social Responsibility Committee • Vera Bradley, Inc., a luggage and handbag design company (2015 - 2025) 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 | | Director Since: February 2019 | | | Age: 65 | | | Committees: Audit; Nominating and Governance (Chair) | | | Independent: Yes | |

  23. Class II Directors (Terms Expire in 2026)

    | 6 | YETI® 2026 Proxy Statement |

  24. Class II Directors (Terms Expire in 2026)

    | Dustan E. McCoy |

  25. Class II Directors (Terms Expire in 2026)

    | | CAREER HIGHLIGHTS • Brunswick Corporation, a global manufacturer and marketer of recreation products – Chairman of the Board and Chief Executive Officer (2005 - 2016) – President, Brunswick Boat Group (2000 - 2005) – Vice President, General Counsel and Corporate Secretary (1999 - 2000) • Witco Corporation, a specialty chemical products company – Executive Vice President – Senior Vice President, General Counsel and Secretary OTHER PUBLIC COMPANY BOARD SERVICE • Freeport-McMoRan Inc., a mining company (since 2006) — current member of Compensation Committee and Lead Independent Director • Louisiana-Pacific Corporation, a building materials manufacturer (since 2002) — current member of Compensation Committee, Executive Committee, and Governance & Corporate Responsibility 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 | | Director Since: October 2018 | | | Age: 76 | | | Committees: Compensation and Talent | | | Independent: Yes | |

  26. Class II Directors (Terms Expire in 2026)

    | Robert K. Shearer (Chair of the Board) |

  27. Class II Directors (Terms Expire in 2026)

    | | CAREER HIGHLIGHTS • VF Corporation, a global lifestyle and apparel company – Senior Vice President and Chief Financial Officer (2005 - 2015) – Vice President — Finance and Chief Financial Officer (2003 - 2005) – Vice President and Controller (2000 - 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 - 2002) • Ernst & Young LLP, a multinational professional services firm – Senior Audit Manager OTHER PUBLIC COMPANY BOARD SERVICE • Church & Dwight Co., Inc., a household products manufacturer (since 2008) — current member of Audit Committee • Kontoor Brands Inc., a global lifestyle apparel company (since May 2019) — current Lead Independent Director, chair of Audit Committee, and member of the Talent and Compensation 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 | | Director Since: October 2018 | | | Age: 74 | | | Committees: Audit (Chair) | | | Independent: Yes | |

  28. Class II Directors (Terms Expire in 2026)

    | YETI® 2026 Proxy Statement | 7 |

  29. Directors Continuing in Office

    Directors Continuing in Office

  30. Class III Directors (Terms Expire In 2027)

    Class III Directors (Terms Expire In 2027)

  31. Class III Directors (Terms Expire In 2027)

    | Alison Dean |

  32. Class III Directors (Terms Expire In 2027)

    | | CAREER HIGHLIGHTS • iRobot Corporation, a leading global consumer robot company – Executive Vice President, Chief Financial Officer, and Treasurer (2013 - 2020) – Senior Vice President, Corporate Finance (2010 - 2013) – Vice President, Finance (2005 - 2010) • 3Com Corporation, a digital electronics manufacturer – Several senior financial roles (1995 - 2005), including Vice President and Corporate Controller (2004 - 2005) and Vice President of Finance, Worldwide Sales (2003 - 2004) OTHER PUBLIC COMPANY BOARD SERVICE • SmartRent, Inc., a provider of smart home and smart property solutions for the multifamily industry (since 2024) — current chair of Audit Committee and member of Nominating and Corporate Governance Committee • Everbridge, Inc., a global software company that provides critical event management and enterprise safety applications (2018 - 2024) 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 experience • comprehensive corporate finance knowledge • experience leading global retail consumer products expansion initiatives | | Director Since: October 2020 | | | Age: 61 | | | Committees: Audit; Nominating and Governance | | | Independent: Yes | |

  33. Class III Directors (Terms Expire In 2027)

    | J. Magnus Welander |

  34. Class III Directors (Terms Expire In 2027)

    | | CAREER HIGHLIGHTS • Thule Group AB, a global provider of premium outdoor, sports, and lifestyle equipment – Chief Executive Officer (2010 - 2023) – Business Area President Europe & RoW (2006 - 2010) • Envirotainer AB, a global pharmaceutical logistics company – Chief Executive Officer (2001 - 2006) • Tetra Pak International SA, a global processing and packaging company – Various managerial positions (1991 - 2001) OTHER PUBLIC COMPANY BOARD SERVICE • Mips AB (since 2016) — current chair of the Board and chair of the Remuneration Committee • Embellence Group AB (since 2023) — current chair of the Board and chair of the Remuneration Committee • Vimian Group AB (since 2024) — current chair of the Board and chair of the People & Sustainability Committee and member of the M&A Committee EDUCATION • Master of Science in Industrial Engineering & Management, Institute of Technology at Linköping University KEY SKILLS AND QUALIFICATIONS Mr. Welander was selected to serve on our Board because of his: • background as the CEO of a premium brand and director of publicly traded companies • extensive experience in international and product category expansion • deep knowledge of supply chain management for a global brand | | Director Since: March 2025 | | | Age: 60 | | | Committees: Compensation and Talent; Nominating and Governance | | | Independent: Yes | |

  35. Class III Directors (Terms Expire In 2027)

    | 8 | YETI® 2026 Proxy Statement |

  36. Class I Directors (Terms Expire in 2028)

    Class I Directors (Terms Expire in 2028)

  37. Class I Directors (Terms Expire in 2028)

    | Elizabeth L. Axelrod |

  38. Class I Directors (Terms Expire in 2028)

    | | CAREER HIGHLIGHTS • Airbnb, Inc., a vacation rental online marketplace company – Global Head of Employee Experience (2017 - 2021) • eBay Inc., an e-commerce company – Senior Vice President, Human Resources (2005 - 2015) • WPP plc, a multinational communications, advertising, and technology company – Chief Talent Officer (2002 - 2005) OTHER PUBLIC COMPANY BOARD SERVICE • Heidrick & Struggles International, Inc., an international executive search, management and leadership consulting firm (2016 - 2025) • WPP plc, a multinational communications, advertising, and technology company (2002 - 2005) EDUCATION • M.P.P.M., Yale University • B.S., Economics, University of Pennsylvania’s Wharton School KEY SKILLS AND QUALIFICATIONS Ms. Axelrod was selected to serve on our Board because of her: • extensive human resources and talent management experience • deep understanding of global businesses and e-commerce • broad experience in corporate strategy | | Director Since: December 2023 | | | Age: 63 | | | Committees: Compensation and Talent (Chair); Nominating and Governance | | | Independent: Yes | |

  39. Class I Directors (Terms Expire in 2028)

    | Frank D. Gibeau |

  40. Class I Directors (Terms Expire in 2028)

    | | CAREER HIGHLIGHTS • Take-Two Interactive Software, Inc., a leading developer of interactive entertainment – President, Zynga Label (since 2022) • Zynga Inc., a leading provider of social game services – Chief Executive Officer (2016 - 2022) • Electronic Arts Inc., a global leader in digital interactive entertainment – Executive Vice President of EA Mobile (2013 - 2015) – President of EA Labels (2011 - 2013) – President of EA Games Label (2007 - 2011) – Executive Vice President, General Manager, North America Publishing (2005 - 2007) – Senior Vice President of North American Marketing (2002 - 2005) OTHER PUBLIC COMPANY BOARD SERVICE • Hasbro, Inc., a global play and entertainment company (since 2024) — current chair of Finance and Capital Allocation Committee and member of Audit Committee • Zynga Inc., a leading provider of social game services (2015 - 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 | | Director Since: February 2020 | | | Age: 57 | | | Committees: Audit; Compensation and Talent | | | Independent: Yes | |

  41. Class I Directors (Terms Expire in 2028)

    | YETI® 2026 Proxy Statement | 9 |

  42. Class I Directors (Terms Expire in 2028)

    | Matthew J. Reintjes |

  43. Class I Directors (Terms Expire in 2028)

    | | CAREER HIGHLIGHTS • YETI Holdings, Inc. – President and Chief Executive Officer (since 2015) • Vista Outdoor Inc., a manufacturer of outdoor sports and recreation products, which, prior to 2015, was operated as a reporting segment of Alliant Techsystems Inc. – Vice President of Outdoor Products (February 2015 - September 2015) • Alliant Techsystems Inc., an aerospace, defense, and sporting goods company – Vice President of Accessories (2013 - 2015) • Bushnell Holdings, Inc., a portfolio of leading brands in outdoor and recreation products – Chief Operating Officer (May 2013 - November 2013) • Hi-Tech Industrial Services, Inc., a supplier of industrial services – Chief Operating Officer (January 2013 - May 2013) • Danaher Corporation, a global science and technology company – President of KaVo Equipment Group-North America (2011 - 2013) – President-Imaging (April 2011 - October 2011) – Roles including Vice President/General Manager, Vice President of Sales, and Senior Product Manager (2004 - 2011) OTHER PUBLIC COMPANY BOARD SERVICE • Harley-Davidson, Inc., a global motorcycle manufacturer (since 2025) — current member of the Audit and Finance Committee and Nominating and Corporate Governance Committee 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, and general management processes • operations leadership with companies in the outdoor sports and recreation products industries | | Director Since: March 2016 | | | Age: 50 | |

  44. Class I Directors (Terms Expire in 2028)

    | 10 | YETI® 2026 Proxy Statement |

  45. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION Our non-employee directors receive compensation in accordance with our Non-Employee Director Compensation Policy, which was last amended effective May 1, 2025. This amendment, among other administrative updates, increased the cash retainer from $75,000 to $85,000 and the equity retainer from $145,000 to $155,000. All of our non-employee directors are currently eligible to receive compensation under this Policy.

  46. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Position | Annual Retainer ($) | | Board Service (all directors) | | | Cash Retainer | 85,000 | | Equity Retainer(1) | 155,000 | | Leadership Roles | | | Non-Executive Chair of the Board | 115,000 | | Lead or Presiding Director of the Board (if any) | 40,000 | | Committee Chair Service | | | Audit Committee Chair | 25,000 | | Compensation and Talent Committee Chair | 20,000 | | Nominating and Governance Committee Chair | 20,000 | | Special Committee Chair (e.g., strategic transactions, investigations, key employee searches) | (2) | | Committee Membership | | | Audit Committee | 12,500 | | Compensation and Talent Committee | 10,000 | | Nominating and Governance Committee | 10,000 | | Special Committee (if established) | 7,500 |

  47. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) Granted in the form of RSUs or DSUs, as described below under “Equity Compensation.” |

  48. NON-EMPLOYEE DIRECTOR COMPENSATION

    | (2) To be determined if and when any Special Committee is established. |

  49. Fiscal 2025 Director Compensation Table

    Fiscal 2025 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 2025.

  50. Fiscal 2025 Director Compensation Table

    | Name | Fees earned or paid in cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Arne Arens(3) | 61,541 | 170,348 | 231,889 | | Elizabeth L. Axelrod | 104,973 | 155,000 | 259,973 | | Alison Dean | 102,486 | 155,000 | 257,486 | | Frank D. Gibeau | 102,486 | 155,000 | 257,486 | | Robert Katz(4) | 63,740 | 155,000 | 218,740 | | Mary Lou Kelley | 112,486 | 155,000 | 267,486 | | Dustan E. McCoy | 95,000 | 155,000 | 250,000 | | Robert K. Shearer | 219,986 | 155,000 | 374,986 | | J. Magnus Welander(3) | 60,295 | 170,348 | 230,643 |

  51. Fiscal 2025 Director Compensation Table

    | (1) Represents retainers for Board service and for Board chair, committee chair and committee service. Ms. Axelrod and Messrs. Shearer and Welander elected to defer a portion of their annual cash retainer and committee cash fees, as applicable. |

  52. Fiscal 2025 Director Compensation Table

    | YETI® 2026 Proxy Statement | 19 |

  53. Fiscal 2025 Director Compensation Table

    | (2) Represents the grant date fair value of RSUs granted on May 1, 2025 calculated in accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”). Mses. Axelrod and Kelley and Messrs. Arens, Shearer, and Welander elected to receive DSUs in lieu of RSUs. For Messrs. Arens and Welander, this column also includes the grant date fair value of DSUs granted on March 24, 2025 calculated in accordance with Topic 718 (with such awards having a grant date fair value of $15,348). As of January 3, 2026, Mr. Arens held 5,913 DSUs, Ms. Axelrod held 14,464 DSUs, Ms. Dean held 1,342 DSUs and 5,467 RSUs, Mr. Gibeau held 6,322 DSUs and 5,467 RSUs, Ms. Kelley held 27,757 DSUs, Mr. McCoy held 3,155 DSUs and 5,467 RSUs, Mr. Shearer held 62,085 DSUs, and Mr. Welander held 9,847 DSUs. |

  54. Fiscal 2025 Director Compensation Table

    | (3) Messrs. Arens and Welander were both appointed to the Board effective March 24, 2025. Therefore, on such date, they were each granted a prorated equity award for the 2024-2025 service period and began earning a prorated cash retainer. They were appointed to committees effective May 1, 2025 and began earning committee fees on such date. |

  55. Fiscal 2025 Director Compensation Table

    | (4) Mr. Katz resigned from the Board effective June 27, 2025. |

  56. Fiscal 2025 Director Compensation Table

    | 20 | YETI® 2026 Proxy Statement |

  57. Fiscal 2025 Business Highlights*

    | • | Adjusted operating income, which, in addition to adjusted net sales, is a performance metric under our annual short-term incentive plan, decreased 13% to $269.7 million, or 14.4% of adjusted net sales, compared to $309.4 million, or 16.8% of adjusted net sales, in the prior year. The adjusted operating income margin of 14.4% reflects an approximately 200 basis point unfavorable net impact from higher tariff costs; and |

  58. Overview of 2025 Compensation Program

    | Compensation Type | | Pay Element | Key Features | Objective | | Fixed | Cash | Base Salary | • Reviewed annually • Fixed pay based on each executive’s role, skills, experience, performance, external market value, and internal equity | • Provide stable compensation to executive officers and allow us to attract and retain skilled executive talent and maintain a stable leadership team | | Variable | | Short-Term Annual Incentive Award | • Requires the achievement of adjusted net sales and adjusted operating income targets • Sets target cash award as a percentage of base salary • Annual payouts range from 0% to 200% of the target opportunity | • Reward achievement of key drivers of our annual operating plan (“AOP”) | | | Equity | Long-Term Incentive Award: Time-Based RSUs | • Paid in shares of YETI common stock upon vesting • 3-year vesting period: 1/3 after year 1, then 1/6 semi-annually thereafter | • Link compensation to stockholder value creation through stock price growth • Promote retention | | | | Long-Term Incentive Award: Performance-Based RSUs | • Number of PBRSUs eligible to vest is based on cumulative free cash flow (“FCF”) performance, with a relative total stockholder return modifier • Paid in shares of YETI common stock upon vesting • 3-year performance period with cliff vesting after the performance period • Requires corporate performance against goals to be at least 90% of target in order for any PBRSU award to be earned • Caps PBRSU payout at 200% of the target award for maximum performance | • Link executives’ interests to long-term operating performance (with performance measured using FCF and relative TSR performance metrics) and shareholder value creation • Promote long-term focus and retention |

  59. Compensation Program Changes for 2026

    | • | For the 2026 STIP, the weighting of 60% Adjusted Operating Income and 40% Adjusted Net Sales was changed to 50% Adjusted Operating Income and 50% Adjusted Net Sales. |

  60. Compensation Program Changes for 2026

    | • | For the 2026 PBRSUs, the three-year performance period with a cliff vesting structure was maintained, but the financial performance metric was changed from 100% cumulative FCF to 50% cumulative Adjusted Net Sales and 50% cumulative Adjusted Earnings per Share. A relative TSR modifier was also maintained but changed to linear interpolation between the 25th and 75th percentiles to increase impact. |

  61. Compensation Philosophy and Objectives

    | | | | | | Align pay with business strategy and stockholders’ interests | Motivate and reward achievement of key goals | Provide competitive pay to attract and retain talent | Balance value and cost considerations | | • Our performance metrics are consistent with our AOP • Equity awards promote long-term operational focus, and in turn, stock price performance, which tie executive officer interests with those of our stockholders | • Our performance-based incentives use financial metrics that tie to our short- and long-term goals • We motivate executive officers to accomplish our key strategic goals by clearly linking quantitative objectives to compensation | • We reference the structure and amounts paid at peer group companies and industry surveys • Each executive officer’s compensation may vary from peer group companies or industry surveys to reflect their specific experience, skills, responsibilities, or other internal factors | • We consider the overall costs of our executive compensation program to ensure that both YETI and the executive officers get value from the program • We monitor pay levels and elements in the industry and with our peers so that compensation decisions are made with consideration of value and cost |

  62. Compensation Philosophy and Objectives

    | What We Do | | | | Link a significant portion of pay to business or stock performance | | | Balance short- and long-term compensation | | | Apply robust stock ownership guidelines to officers and directors | | | Have a clawback policy that permits recovery in the event of certain restatements of financial results or as required by laws | | | Maintain double trigger change-in-control provisions | | | Regularly review share utilization | | | Use an independent compensation consultant |

  63. Compensation Philosophy and Objectives

    | What We Don’t Do | | | | No employment agreements other than with the CEO | | | No dividends on unearned awards | | | No hedging or pledging of YETI securities by our employees or directors | | | No repricing of underwater stock options without stockholder approval | | | No excessive perquisites | | | No excise tax gross-ups | | | No special retirement programs specific to executive officers |

  64. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Committee engaged FW Cook to serve as its independent compensation consultant in fiscal 2025. FW Cook reports directly to the Committee, and the 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 Committee selected FW Cook as its consultant because of the firm’s expertise and reputation. The 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 Committee takes into consideration the review and recommendations of FW Cook when making decisions about our executive compensation program, ultimately, the Committee makes its own independent decisions about compensation matters. The Committee has assessed the independence of FW Cook pursuant to SEC and NYSE rules. In doing so, the Committee considered various factors bearing upon FW Cook’s independence, including the nature and amount of work performed for the 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 Committee as described herein. Based on its consideration of the foregoing and other relevant factors, the Committee concluded that there were no conflicts of interest and that FW Cook is independent under applicable standards.

  65. Compensation Peer Group and Peer Selection Process

    Compensation Peer Group and Peer Selection Process The Committee believes that obtaining market data is of directional importance in making determinations about executive compensation. Market comparisons can prove challenging given the unique aspects of YETI’s product offerings and customer base, though this market intelligence provides helpful context and a solid reference point for making informed decisions. When making decisions about the structure and component mix of our executive compensation program, the Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of comparable peer companies, as derived from public filings and other sources. However, the 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 Committee, with the assistance of FW Cook, uses the following guiding principles when selecting peer group companies:

  66. 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. |

  67. 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. |

  68. Compensation Peer Group and Peer Selection Process

    The Committee reviews the peer group annually. FW Cook provides the 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 2025 consisted of the following 16 companies:

  69. Compensation Peer Group and Peer Selection Process

    | Acushnet Holdings Corp. Canada Goose Holdings Inc. Capri Holdings Limited Columbia Sportswear Company | Crocs, Inc. Deckers Outdoor Corporation Fox Factory Holding Corp. Garmin Ltd. | Helen of Troy Limited Johnson Outdoors Inc. Kontoor Brands, Inc. Oxford Industries, Inc. | Peloton Interactive, Inc. Sonos, Inc. Callaway Golf Company Under Armour, Inc. |

  70. Compensation Peer Group and Peer Selection Process

    | 28 | YETI® 2026 Proxy Statement |

  71. Compensation Peer Group and Peer Selection Process

    The Committee, with assistance from FW Cook, conducted its annual review of the peer group in July 2025. At this time, YETI was ranked at approximately the 35th percentile for revenue and 50th percentile for market capitalization among its peer group. Based on its review of the aforementioned guiding principles and additional analysis provided by FW Cook, the Committee decided to remove Johnson Outdoors Inc. for fiscal 2026 benchmarking purposes, as the company’s revenue and market capitalization were substantially smaller than ours.

  72. 2025 Short-Term Incentives

    2025 Short-Term Incentives The STIP rewards NEOs for the achievement of key short-term financial and operational objectives that the Committee views as critical to the execution of our business strategy and ensures each executive officer is focused on strategic goals that we believe will ultimately drive long-term value for our stockholders. The 2025 STIP was based entirely on YETI’s performance with respect to company performance metrics and, to ensure each executive officer is focused on the same goals, there are no division, geographic or individual components. The calculation of the STIP payout amount for each NEO can be summarized by the following formula:

  73. 2025 Short-Term Incentives

    | $ Eligible Salary | × | Target Opportunity % | × | Payout % | = | $ STIP Payout |

  74. Target Opportunity

    | NEO | 2025 Target STIP Opportunity (% of Eligible Salary) | | Matthew J. Reintjes | 150% | | Michael J. McMullen | 75% | | Martin H. Duff IV | 60% | | Bryan C. Barksdale | 60% |

  75. Performance Goals

    Performance Goals The amount of the payout, if any, under the STIP is based on our achievement against Adjusted Net Sales and Adjusted Operating Income. These two metrics underscore YETI’s emphasis on the critical strategic priorities of growth and profitability, and the Committee considers them building blocks to achieving our key strategic goals and growing stockholder value. The 2025 STIP performance metrics and their respective performance levels and weighting are shown below:

  76. Performance Goals

    | Adjusted Net Sales* (40% Weighting) | + | Adjusted Operating Income* (60% Weighting) | | • Performance threshold: 90% of target • Performance maximum: 110% of target | | • Performance threshold: 85% of target • Performance maximum: 115% of target |

  77. Performance Goals

    | * Adjusted net sales and adjusted operating income are 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.” |

  78. Performance Goals

    The Committee sets annual goals for each of the performance metrics at levels that it considers rigorous and challenging, based in part on its evaluation of the relevant risks and opportunities that may be encountered in a given year. More specifically, the Committee reviews the relevant financial objectives set forth in our AOP and assesses 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 2025 target for Adjusted Net Sales represented a 7.1% growth rate over our fiscal 2024 financial results, and the target for Adjusted Operating Income represented a 7.7% growth rate over our fiscal 2024 financial results.

  79. Performance Goals

    | 30 | YETI® 2026 Proxy Statement |

  80. Performance Goals

    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, the 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. Payouts are capped at 200% of the target opportunity.

  81. Fiscal 2025 Performance and Payout

    Fiscal 2025 Performance and Payout Following the conclusion of the fiscal year, the 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. Our 2025 Adjusted Operating Income as publicly reported in our earnings release furnished to the SEC on February 19, 2026 was $269.7 million. In connection with its approval of payouts under the STIP, the Committee considers whether any unforeseen extraordinary events or circumstances have occurred during the performance period, and whether these unforeseen extraordinary events or circumstances have had either a positive or negative impact on the level of incentives originally intended to be provided by the Committee under the STIP. The Committee does not make adjustments for ordinary course events, but only considers the impacts of extraordinary events that occur after the original STIP performance targets have been approved by the Committee. After the Committee established the Adjusted Net Sales and Adjusted Operating Income targets for 2025 under the STIP, the U.S. government imposed a series of tariffs on non-U.S. trading partners. The Committee determined that the imposition of these tariffs in 2025, together with the uncertainty surrounding the implementation and subsequent renegotiation of these tariffs, was an unforeseen extraordinary event that had a material impact on our 2025 financial performance for incentive plan purposes. As a result of this analysis, the Committee did not make any equitable adjustments to our publicly reported 2025 Adjusted Net Sales performance results. However, the Committee determined that the tariffs had a net negative impact on our 2025 Adjusted Operating Income performance of approximately $38 million, making our Adjusted Operating Income for 2025 STIP purposes $307.8 million and resulting in a 71.0% payout percentage. Our 2025 Adjusted Net Sales and Adjusted Operating Income results (after giving effect to the tariff-related adjustment described above), and the 2025 STIP payouts are summarized in the table below:

  82. Fiscal 2025 Performance and Payout

    | Performance Metric | Below Threshold ($) | Threshold ($) | Target ($) | Maximum ($) | Actual Result | | Adjusted Net Sales | <1,771.6 | 1,771.6 | 1,968.5 | 2,165.3 | $1,868.5 | | | Less than ~90% | ~90% | 100% | ~110% | | | Adjusted Operating Income | <283.2 | 283.2 | 333.2 | 383.2 | $307.8 | | | Less than ~85% | ~85% | 100% | ~115% | | | Payout Percentage | 0% | 50% | 100% | 200% | 71.0% |

  83. Fiscal 2025 Performance and Payout

    Note: $ in millions, except percentages.

  84. Fiscal 2025 Performance and Payout

    | YETI® 2026 Proxy Statement | 31 |

  85. Fiscal 2025 Performance and Payout

    The Committee then takes into account each NEO’s target opportunity percentage to determine the total STIP payout for each NEO. Based on fiscal 2025 performance, the Committee approved the following STIP payouts for each NEO, which were all approximately 29% less than each NEO’s 2025 target STIP opportunity:

  86. Fiscal 2025 Performance and Payout

    | NEO | Eligible Salary ($) | Target Opportunity Percentage (% of Eligible Salary) | Payout Percentage (%) | STIP Payout ($) | | Matthew J. Reintjes | 1,057,308 | 150% | 71.0% | 1,126,033 | | Michael J. McMullen | 516,154 | 75% | 71.0% | 274,852 | | Martin H. Duff IV | 466,154 | 60% | 71.0% | 198,582 | | Bryan C. Barksdale | 456,154 | 60% | 71.0% | 194,322 |

  87. 2025 Long-Term Incentives

    2025 Long-Term Incentives The third primary component of our executive compensation program, and the largest, is LTI awards. We make equity grants under our 2024 Equity and Incentive Compensation Plan, which our stockholders approved in 2024. The grant dates for awards made in 2025 are detailed in the “Fiscal 2025 Grants of Plan-Based Awards” Table later in this Proxy Statement. The Committee believes LTI opportunities motivate and reward executive officers to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders. LTI awards create a strong link between payouts and performance and further align the interests of executive officers with the interests of our stockholders. LTI awards also promote retention, as executive officers will only receive value if they remain employed by us over the required term. Furthermore, 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. The Committee intends to make grants of LTI awards annually during the first quarter of our fiscal year following the release of financial results for the preceding fiscal year. The Committee may also grant LTI awards in other circumstances, such as when an individual is hired or promoted. During the annual compensation review cycle in the first quarter of each year, the Committee establishes target LTI opportunities for each of the NEOs, expressed as a percentage of base salary. In establishing the percentage, the Committee considers the following:

  88. 2025 Long-Term Incentives

    | • | 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; |

  89. 2025 Long-Term Incentives

    | • | individual performance and criticality of, and expected future, contributions of the NEO; |

  90. 2025 Long-Term Incentives

    | • | time in role, skills and level of experience; and |

  91. 2025 Long-Term Incentives

    | • | retention considerations. |

  92. 2025 Long-Term Incentives

    | 32 | YETI® 2026 Proxy Statement |

  93. Equity Mix

    Equity Mix Consistent with the Committee’s continuing focus on pay-for-performance, in fiscal 2025, NEOs other than our CEO received LTI awards consisting of an equal mix of PBRSUs and time-based RSUs. Our CEO received LTI awards consisting of 75% PBRSUs and 25% RSUs in 2025. The Committee believes that this weighting reflects YETI’s commitment to a highly performance-oriented compensation program that incentivizes our CEO to continue driving future growth and shareholder value creation.

  94. RSU Terms

    RSU Terms Our annual grants of time-based RSUs vest over the course of three years. One-third of the award vests on the first anniversary of the grant date, and one-sixth of the award vests on each of the first four six-month anniversaries thereafter.

  95. PBRSU Terms

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

  96. PBRSU Terms

    The number of PBRSUs eligible to vest may be further modified based on YETI’s percentile ranking of its TSR relative to the TSR of the companies in the Russell 2000 Index as of the start of the performance period (“Relative TSR Modifier”). The Relative TSR Modifier uses the 20-trading day average stock price prior to the start and end date of the performance period to mitigate one day volatility in stock price. In all events, the maximum number of target PBRSUs that can vest is capped at 200%. The presence of the Relative TSR Modifier directly links executive officer compensation to the creation of stockholder value and aligns the interests of executive officers with YETI and our stockholders. The Russell 2000 Index represents a broad index of relatively comparably sized companies. The Relative TSR Modifier is applied using the following table:

  97. Target LTI Opportunities and 2025 Grants of PBRSUs & Time-Based RSUs

    Target LTI Opportunities and 2025 Grants of PBRSUs & Time-Based RSUs In February 2025, the Committee determined annual target LTI percentages for each NEO. The Committee maintained the annual target LTI percentages from 2024 for all NEOs, except that Mr. Reintjes’ target LTI percentage was increased from 480% to 485% and Mr. Duff’s percentage was increased from 150% to 175%. The Committee used the closing price on the date of grant to determine the actual number of PBRSUs and time-based RSUs to be granted to each NEO as shown in the table below.

  98. Target LTI Opportunities and 2025 Grants of PBRSUs & Time-Based RSUs

    | NEO | 2025 Annual Target LTI Percentage | 2025 Annual Target Opportunity ($) | PBRSU ($) | PBRSU (#)(1) | RSU ($) | RSU (#) | | Matthew J. Reintjes | 485% | 5,164,979 | 3,873,744 | 101,887 | 1,291,235 | 33,962 | | Michael J. McMullen | 175% | 909,971 | 454,985 | 11,967 | 454,985 | 11,967 | | Martin H. Duff IV | 175% | 822,981 | 411,490 | 10,823 | 411,490 | 10,823 | | Bryan C. Barksdale | 150% | 689,987 | 344,993 | 9,074 | 344,993 | 9,074 |

  99. Target LTI Opportunities and 2025 Grants of PBRSUs & Time-Based RSUs

    | (1) Reflects the number of PBRSUs for target performance goal. |

  100. Payouts of Previously Granted 2023-2025 Performance-Based Awards

    Payouts of Previously Granted 2023-2025 Performance-Based Awards In 2023, the Committee granted PBRSUs to each of our NEOs for a three-year performance period ending with fiscal 2025. The PBRSUs were earned based on cumulative FCF achieved over the performance period, with the Committee establishing cumulative FCF threshold, target and maximum performance levels at the time of grant of $383 million, $425 million and $468 million, respectively, which corresponded to payout opportunities of 50%, 100% and 200% of the target number of PBRSUs (with straight-line interpolation between levels and 0% payout below threshold). Following the completion of the performance period, the Committee certified results based on a cumulative FCF of $667 million, and determined that the 2023 PBRSUs were earned at 200% of the target level. The PBRSUs also included a relative TSR modifier measured over the performance period against the companies in the Russell 2000 Index. In respect of this performance period, the Company’s relative TSR percentile rank of 46% resulted in no adjustment to the payout otherwise earned based on cumulative FCF. In certifying these performance results, the Committee did not make any adjustments to the original FCF performance goals related to the impact of tariffs or otherwise.

  101. 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 of employment. 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

  102. Severance Arrangements

    | 34 | YETI® 2026 Proxy Statement |

  103. Severance Arrangements

    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 “Post-Termination Compensation—Senior Leadership Severance Benefits Plan” which describes the payments to which the participating NEOs may be entitled under the Severance Plan. Our CEO does not participate in the Severance Plan because he is entitled to severance benefits under his 2018 employment agreement. 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 “Post-Termination Compensation—CEO Severance and Change in Control Benefits.”

  104. Timing of Grants of Certain Equity Awards

    Timing of Grants of Certain Equity Awards We grant equity awards on an annual basis and may grant equity awards on a discretionary basis in connection with certain events such as the commencement of employment or promotion. As discussed above, currently, we primarily grant RSUs and PBRSUs. We have not granted stock options since 2019. We do not have a formal policy regarding the timing of awards of options in relation to our disclosure of material nonpublic information. However, the Committee does not grant option awards in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation.

  105. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table sets forth information regarding all compensation awarded to, earned by or paid to our NEOs during fiscal years 2023, 2024 and 2025.

  106. 2025 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 | 2025 | 1,057,308 | — | 5,500,187 | 1,126,033 | 14,000 | 7,697,528 | | | 2024 | 1,025,000 | — | 5,117,144 | 1,666,650 | 13,850 | 7,822,644 | | | 2023 | 1,025,000 | — | 7,680,891 | 1,357,613 | 13,400 | 10,076,904 | | Michael J. McMullen Former Senior Vice President, Chief Financial Officer and Treasurer | 2025 | 516,154 | — | 949,342 | 274,852 | 14,000 | 1,754,348 | | | 2024 | 492,308 | — | 898,411 | 400,246 | 13,850 | 1,804,815 | | | 2023 | 442,307 | — | 1,636,489 | 292,918 | 13,400 | 2,385,114 | | Martin H. Duff IV Senior Vice President, Chief Supply Chain and Operations Officer | 2025 | 466,154 | — | 858,589 | 198,582 | 12,625 | 1,535,949 | | | 2024 | 446,154 | — | 693,007 | 290,179 | 12,216 | 1,441,556 | | | 2023 | 425,000 | 150,000 | 662,847 | 225,165 | 9,808 | 1,472,820 | | Bryan C. Barksdale Senior Vice President, Chief Legal Officer and Secretary | 2025 | 456,154 | — | 719,840 | 194,322 | 14,000 | 1,384,316 | | | 2024 | 437,692 | — | 677,664 | 284,675 | 7,492 | 1,407,524 | | | 2023 | 421,923 | — | 1,324,739 | 223,535 | 11,520 | 1,981,717 |

  107. 2025 SUMMARY COMPENSATION TABLE

    | (1) The amounts shown in the Stock Awards column represent the aggregate grant date fair value of the RSUs and PBRSUs granted to our NEOs, computed in accordance with Topic 718. The amount attributable to the PBRSUs shown in the Stock Awards column reflects the value of annual and one-time PBRSUs 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 2025 PBRSUs as follows: Mr. Reintjes $4,208,952; Mr. McMullen $494,357; Mr. Duff $447,098; and Mr. Barksdale $374,847. If there is a maximum payout under the 2025 PBRSUs, assuming no change in stock price, the values for such awards would be as follows: Mr. Reintjes $7,769,903; Mr. McMullen $912,603; Mr. Duff $825,362; and Mr. Barksdale $691,983. For information regarding assumptions, factors and methodologies used in our computations pursuant to Topic 718, see Note 10 (Stock-Based Compensation) to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 3, 2026. |

  108. 2025 SUMMARY COMPENSATION TABLE

    | (2) The amounts shown in the Non-Equity Incentive Plan Compensation column are comprised of amounts paid according to the STIP, as determined by the Committee and in accordance with the plan and the awards thereunder. Payments pursuant to the STIP are generally made early in the year following the year in which they are earned. |

  109. 2025 SUMMARY COMPENSATION TABLE

    | (3) For 2025, amounts disclosed in this column reflect Company contributions to the tax-qualified 401(k) retirement plan as follows: Mr. Reintjes, $10,500; Mr. McMullen, $10,500; Mr. Duff, $9,125; and Mr. Barksdale, $10,500. The amounts in the table also include the cost for a comprehensive physical health exam. |

  110. 2025 SUMMARY COMPENSATION TABLE

    | YETI® 2026 Proxy Statement | 37 |

  111. FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    FISCAL 2025 GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth information regarding plan-based awards granted to our NEOs during fiscal 2025:

  112. FISCAL 2025 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 | 792,981 | 1,585,962 | 3,171,923 | | | | | | | | 2/14/2025 | RSU | | | | | | | 33,962 | 1,291,235 | | | 2/14/2025 | PBRSU | | | | 50,944 | 101,887 | 203,774 | | 4,208,952 | | Michael J. McMullen | | Annual Incentive | 193,558 | 387,115 | 774,231 | | | | | | | | 2/14/2025 | RSU | | | | | | | 11,967 | 454,985 | | | 2/14/2025 | PBRSU | | | | 5,984 | 11,967 | 23,934 | | 494,357 | | Martin H. Duff IV | | Annual Incentive | 139,846 | 279,692 | 559,385 | | | | | | | | 2/14/2025 | RSU | | | | | | | 10,823 | 411,490 | | | 2/14/2025 | PBRSU | | | | 5,412 | 10,823 | 21,646 | | 447,098 | | Bryan C. Barksdale | | Annual Incentive | 136,846 | 273,692 | 547,385 | | | | | | | | 2/14/2025 | RSU | | | | | | | 9,074 | 344,993 | | | 2/14/2025 | PBRSU | | | | 4,537 | 9,074 | 18,148 | | 374,847 |

  113. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE The following table sets forth information regarding outstanding equity awards held by each of our NEOs as of January 3, 2026:

  114. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Exercisable (#)(1) | Unexercisable (#)(2) | 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) | | Matthew J. Reintjes | 10/24/2018 | 321,691 | | | 18.00 | 10/24/2028 | | | | | | | 2/15/2019 | 179,059 | | | 22.84 | 2/15/2029 | | | | | | | 2/24/2023 (7) | | | | | | 31,197 | 1,398,873 | | | | | 2/16/2024 (7) | | | | | | 15,720 | 704,885 | | | | | 2/14/2025 (7) | | | | | | 33,962 | 1,522,856 | | | | | 2/24/2023 (8) | | | | | | | | 320,896 | 14,388,977 | | | 2/16/2024 (9) | | | | | | | | 188,650 | 8,459,066 | | | 2/14/2025 (9) | | | | | | | | 203,774 | 9,137,226 | | Michael J. McMullen | 10/24/2018 | 8,639 | | | 18.00 | 10/24/2028 | | | | | | | 2/15/2019 | 2,805 | | | 22.84 | 2/15/2029 | | | | | | | 2/24/2023 (7) | | | | | | 3,424 | 153,532 | | | | | 2/16/2024 (7) | | | | | | 5,592 | 250,745 | | | | | 2/14/2025 (7) | | | | | | 11,967 | 536,600 | | | | | 2/24/2023 (9) | | | | | | | | 41,092 | 1,842,565 | | | 2/16/2024 (9) | | | | | | | | 22,368 | 1,002,981 | | | 2/14/2025 (9) | | | | | | | | 23,934 | 1,073,201 | | Martin H. Duff IV | 2/24/2023 (7) | | | | | | 1,387 | 62,193 | | | | | 2/16/2024 (7) | | | | | | 4,313 | 193,395 | | | | | 2/14/2025 (7) | | | | | | 10,823 | 485,303 | | | | | 2/24/2023 (9) | | | | | | | | 16,644 | 746,317 | | | 2/16/2024 (9) | | | | | | | | 17,254 | 773,669 | | | 2/14/2025 (9) | | | | | | | | 21,646 | 970,607 | | Bryan C. Barksdale | 10/24/2018 | 28,737 | | | 18.00 | 10/24/2028 | | | | | | | 2/15/2019 | 18,556 | | | 22.84 | 2/15/2029 | | | | | | | 2/24/2023 (7) | | | | | | 2,772 | 124,296 | | | | | 2/16/2024 (7) | | | | | | 4,218 | 189,135 | | | | | 2/14/2025 (7) | | | | | | 9,074 | 406,878 | | | | | 2/24/2023 (9) | | | | | | | | 33,264 | 1,491,558 | | | 2/16/2024 (9) | | | | | | | | 16,872 | 756,540 | | | 2/14/2025 (9) | | | | | | | | 18,148 | 813,756 |

  115. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (1) 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 “Post-Termination Compensation” for information on the treatment of options upon retirement, death, disability, termination or change in control. |

  116. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (2) As of January 3, 2026, all outstanding options granted to our NEOs were fully vested and exercisable. |

  117. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (3) Amounts disclosed in this column reflect the number of unvested time-based RSUs. See “Post-Termination Compensation” for information on the treatment of RSUs upon retirement, death, disability, termination or change in control. |

  118. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (4) Amounts disclosed in this column reflect the market value of the RSUs as reported in the preceding column using the closing price of a YETI share as reported on the New York Stock Exchange on January 2, 2026, the last trading day of fiscal 2025, multiplied by the number of shares underlying each award. |

  119. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (5) Amounts disclosed in this column reflect the number of PBRSUs that would be paid out if the maximum performance goal is achieved. See “Post-Termination Compensation” for information on the treatment of PBRSUs upon retirement, death, disability, termination or change in control. |

  120. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | 40 | YETI® 2026 Proxy Statement |

  121. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (6) Amounts disclosed in this column reflect the market value of the PBRSUs as reported in the preceding column using the closing price of a YETI share as reported on the New York Stock Exchange on January 2, 2026, the last trading day of fiscal 2025, multiplied by the number of shares underlying each award. |

  122. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (7) Vest one-third on the first anniversary of the grant date and one-sixth on each of the first four six-month anniversaries thereafter, except that Mr. Reintjes’ 2023 one-time RSU award (which represents half of his 2023 RSU award in the table above) cliff vests in full at the end of three years and is subject to an additional one-year holding period after such vesting. |

  123. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (8) Mr. Reintjes’ 2023 one-time PBRSU award (which represents half of his 2023 PBRSU award in the table above) cliff vests in full 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. Mr. Reintjes’ one-time PBRSUs are subject to a one-year holding period after such vesting. |

  124. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | (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. |

  125. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | YETI® 2026 Proxy Statement | 41 |

  126. FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    FISCAL 2025 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 2025.

  127. FISCAL 2025 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 | — | — | 91,733 | 3,485,550 | | Michael J. McMullen | — | — | 15,989 | 592,505 | | Martin H. Duff IV | — | — | 11,960 | 426,923 | | Bryan C. Barksdale | — | — | 16,955 | 634,218 |

  128. FISCAL 2025 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 2025. |

  129. FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | (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. |

  130. FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | (3) Amounts disclosed in this column reflect the number of RSUs and PBRSUs that vested during fiscal 2025. |

  131. FISCAL 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | (4) Amounts disclosed in this column reflect the value realized upon vesting of the RSUs and PBRSUs, as calculated based on the price of a YETI share on the vesting date, multiplied by the number of shares underlying each award. |

  132. CEO PAY RATIO

    CEO PAY RATIO For fiscal 2025, the annual total compensation of the employee who was identified as our median employee was $93,009, and the annual total compensation of our CEO, Matthew J. Reintjes, was $7,697,528. Based on this information, for fiscal 2025, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was approximately 83 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules and in accordance with the requirements of Item 402(c)(2) of Regulation S-K. For fiscal 2025, we used the same median employee as in fiscal 2024 because there was no change in our employee population or compensation arrangements that would significantly impact this disclosure. The methodology and the material assumptions, adjustments and estimates that we used to identify the median employee in fiscal 2024 were as follows:

  133. CEO PAY RATIO

    | • | We selected September 28, 2024 as the date upon which we would identify our median employee. |

  134. CEO PAY RATIO

    | • | As of September 28, 2024, our employee population consisted of approximately 1,255 individuals globally, of which 1,102 were in the United Stated and 153 were outside the United States. In determining our employee population, we considered our worldwide employees as of September 28, 2024, whether employed on a full-time, part-time, temporary or seasonal basis. |

  135. CEO PAY RATIO

    | • | 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 52 employees (representing fewer than 5% of our total employee population, excluding the CEO, as of September 28, 2024) from 6 countries as follows: 29 employees in China, 10 employees in the United Kingdom, 6 employees in the Philippines, 3 employees in Singapore, 2 employees in Germany, and 2 employees in Thailand. After the exclusions, 1,102 employees in the United States and 101 employees located outside of the United States were considered for identifying the median employee. |

  136. CEO PAY RATIO

    | • | To identify our median employee, we analyzed the actual total earnings compiled from our payroll records for the fiscal year ended December 28, 2024 to determine the median employee. Actual earnings included base pay, overtime compensation, bonuses and other incentive pay (including commissions and fringe benefits). |

  137. CEO PAY RATIO

    | ▪ | 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. |

  138. CEO PAY RATIO

    | ▪ | We did not make any cost-of-living adjustments to adjust for employees living outside of Austin, Texas. |

  139. CEO PAY RATIO

    | ▪ | For employees in foreign jurisdictions, we converted amounts paid in local currencies to U.S. dollars using the exchange rate as of September 28, 2024. |

  140. CEO PAY RATIO

    | • | We determined that our median employee was a full-time corporate employee located in the United States. |

  141. CEO PAY RATIO

    | 46 | YETI® 2026 Proxy Statement |

  142. 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 2021 to 2025, compared to our total shareholder return (TSR) from December 31, 2020 through the end of each such year, and our Net Income and Free Cash Flow for each such year.

  143. 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 (in thousands) (h)(8) | Free Cash Flow (in thousands) (i)(9) | | | | | | | Total Shareholder Return (f)(6) | Peer Group Total Shareholder Return (g)(7) | | | | 2025 | $7,697,528 | $15,251,046 | $1,558,205 | $2,354,894 | $65 | $56 | $165,388 | $212,070 | | 2024 | $7,822,644 | $10,484,095 | $1,361,715 | $1,290,268 | $57 | $56 | $175,689 | $219,554 | | 2023 | $10,076,903 | $14,478,831 | $1,949,000 | $2,625,281 | $76 | $60 | $169,885 | $235,270 | | 2022 | $5,339,054 | ($7,609,029) | $1,587,779 | ($1,234,645) | $60 | $60 | $89,693 | $54,965 | | 2021 | $7,678,474 | $15,467,715 | $2,110,998 | $3,839,208 | $121 | $106 | $212,602 | $90,399 |

  144. PAY VERSUS PERFORMANCE

    | (1) Our PEO was Matthew J. Reintjes. |

  145. PAY VERSUS PERFORMANCE

    | (2) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year. |

  146. PAY VERSUS PERFORMANCE

    | (3) 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. |

  147. PAY VERSUS PERFORMANCE

    | | 2025 ($) | | Summary Compensation Table Total(a) | 7,697,528 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | (5,500,187) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | 6,533,798 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | 5,639,393 | | 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) | 880,515 | | 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 | 15,251,046 |

  148. 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. |

  149. PAY VERSUS PERFORMANCE

    | YETI® 2026 Proxy Statement | 47 |

  150. PAY VERSUS PERFORMANCE

    | 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. |

  151. PAY VERSUS PERFORMANCE

    | 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. |

  152. PAY VERSUS PERFORMANCE

    | (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. |

  153. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Paul C. Carbone | Paul C. Carbone | Michael J. McMullen | Michael J. McMullen | Michael J. McMullen | | Bryan C. Barksdale | Michael J. McMullen | Bryan C. Barksdale | Martin H. Duff IV | Martin H. Duff IV | | Kirk A. Zambetti | Bryan C. Barksdale | S. Faiz Ahmad | Bryan C. Barksdale | Bryan C. Barksdale | | Hollie S. Castro | Kirk A. Zambetti | Martin H. Duff IV | S. Faiz Ahmad | | | | Hollie S. Castro | | | | | | S. Faiz Ahmad | | | |

  154. PAY VERSUS PERFORMANCE

    | (5) 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. |

  155. PAY VERSUS PERFORMANCE

    | | 2025 ($) | | Summary Compensation Table Total(a) | 1,558,205 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | (842,590) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | 998,632 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | 497,171 | | 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) | 143,476 | | 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 | 2,354,894 |

  156. 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. |

  157. PAY VERSUS PERFORMANCE

    | (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. |

  158. PAY VERSUS PERFORMANCE

    | (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. |

  159. PAY VERSUS PERFORMANCE

    | (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. |

  160. PAY VERSUS PERFORMANCE

    | 48 | YETI® 2026 Proxy Statement |

  161. PAY VERSUS PERFORMANCE

    | (7) The peer group used is the S&P 500 Apparel, Accessories & Luxury Goods Index, as used in YETI’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. |

  162. PAY VERSUS PERFORMANCE

    | (8) The dollar amounts reported are YETI’s net income reflected in YETI’s audited financial statements for the applicable year. |

  163. PAY VERSUS PERFORMANCE

    | (9) In YETI’s assessment, Free Cash Flow is the financial performance measure that is the most important financial performance measure used by YETI in 2025 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. |

  164. Description of Relationships Between Compensation Actually Paid and 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.

  165. Description of Relationships Between Compensation Actually Paid and Performance

    | YETI® 2026 Proxy Statement | 49 |

  166. Description of Relationships Between Compensation Actually Paid and Performance

    | 50 | YETI® 2026 Proxy Statement |