DEF 14A of YETI Holdings, Inc.
Filed Mar 21, 2025 · FY20240001670592-25-000013
WEBSITE REFERENCES
| Non-Employee Director Compensation | 20 | | Cash Compensation | 21 | | Equity Compensation | 21 | | Company Product Discount | 21 | | Non-Employee Director Stock Ownership Guidelines | 21 | | Fiscal 2024 Director Compensation Table | 22 | | Executive Officers | 22 | | EXECUTIVE COMPENSATION | 24 | | Proposal 2. Approval, on an Advisory Basis, of the Compensation Paid to Our Named Executive Officers | 24 | | Compensation Discussion and Analysis | 25 | | Our Named Executive Officers for Fiscal 2024 | 25 | | Executive Summary | 26 | | Compensation Philosophy and Objectives | 28 | | Compensation Determination Process | 29 | | Fiscal 2024 Compensation Program | 32 | | Additional Compensation Policies and Practices | 38 | | Executive Stock Ownership Guidelines | 38 | | Clawback Policy | 39 | | Timing of Grants of Certain Equity Awards | 39 | | Policy with Respect to Section 162(m) of the Internal Revenue Code | 39 | | Compensation Committee Report | 40 | | 2024 Summary Compensation Table | 41 | | Employment Agreements | 42 | | Fiscal 2024 Grants of Plan-Based Awards Table | 42 | | Outstanding Equity Awards at 2024 Fiscal Year-End Table | 44 | | Equity Compensation Plans | 46 | | Fiscal 2024 Option Exercises and Stock Vested Table | 46 | | Post-Termination Compensation | 46 | | Senior Leadership Severance Benefits Plan | 46 | | Potential Payments upon Termination or Change of Control | 47 | | Post-Employment Compensation Table | 48 | | CEO Pay Ratio | 49 | | Pay Versus Performance | 50 | | Equity Compensation Plan Information | 55 |
OUR BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS
OUR BOARD OF DIRECTORS
| Name | Age | Class | Director Since | Current Term Expires | Committee Membership | | | | | | | | | Audit | Compensation Committee | Nominating and Governance | | Elizabeth L. Axelrod | 62 | I | 2023 | 2025 | | ● | ■ | | Alison Dean | 60 | III | 2020 | 2027 | ■ • | | ■ | | Frank D. Gibeau | 56 | I | 2020 | 2025 | ■ | ■ | | | Robert A. Katz | 58 | III | 2023 | 2027 | | ■ | ■ | | Mary Lou Kelley | 64 | II | 2019 | 2026 | ■ | | ● | | Dustan E. McCoy | 75 | II | 2018 | 2026 | | ■ | | | Matthew J. Reintjes | 49 | I | 2016 | 2025 | | | | | Robert K. Shearer • | 73 | II | 2018 | 2026 | ●• | | |
OUR BOARD OF DIRECTORS
• Chair of the Board ● Committee Chair ■ Committee Member • Audit Committee Financial Expert
OUR BOARD OF DIRECTORS
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PEOPLE, PRODUCT, AND PLACES
PEOPLE, PRODUCT, AND PLACES As a brand rooted in passion for the outdoors, we are committed to serve as responsible stewards of the planet and our communities. YETI is built on the relationships we’ve made, the unparalleled products we create, and the places we've supported and helped to protect. As a result, our strategy, Keep the Wild Wild, centers on three interconnected areas, each with a set of specific goals and programs for addressing our most impactful environmental and social issues: People, Product, and Places.
PEOPLE, PRODUCT, AND PLACES
| | | | | People | Product | Places | | YETI believes that people are central to our long-term success. We aim to create positive social impact for the people in our workforce, supply chain, and communities, while also driving financial performance. | YETI products are durable, high-performing, and built for the wild. We are committed to minimizing the environmental impact of bringing those products to life. | YETI recognizes the role we have to play in ensuring the wild is healthy, thriving, and inclusive for generations to come. The more time we spend outside, the more we understand our responsibility to protect the places we love. |
COMMUNITY REACH
COMMUNITY REACH
COMMUNITY REACH
| 15 Communities | | | 200+ Ambassadors | | | | Fish | Hunt | BBQ | | Culinary | Beverage | | Skate | Surf/Paddle | Ski/Snow | | Climb/Alpine | Rodeo | | Ranch | Equestrian | Wellness | | Golf | Sports |
COMMUNITY REACH
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PROPOSAL 1. ELECTION OF CLASS I DIRECTORS
PROPOSAL 1. ELECTION OF CLASS I DIRECTORS The Board currently consists of eight qualified directors with skills aligned to our business and strategy. The table below sets forth the names of our current directors, including each of our Class I 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. Our Board has nominated each of the three current Class I directors for election at the Annual Meeting as further described under “Director Nominees” below.
PROPOSAL 1. ELECTION OF CLASS I DIRECTORS
| Name | Class | Year Term Expires | | Elizabeth L. Axelrod | I | 2025 | | Frank D. Gibeau | I | 2025 | | Matthew J. Reintjes | I | 2025 | | Mary Lou Kelley | II | 2026 | | Dustan E. McCoy | II | 2026 | | Robert K. Shearer | II | 2026 | | Alison Dean | III | 2027 | | Robert A. Katz | III | 2027 |
PROPOSAL 1. ELECTION OF CLASS I 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 Class I 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.
PROPOSAL 1. ELECTION OF CLASS I DIRECTORS
| | The Board unanimously recommends that stockholders vote “FOR ALL” to elect each Class I director nominee to the Board. |
PROPOSAL 1. ELECTION OF CLASS I DIRECTORS
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BOARD SNAPSHOT
BOARD SNAPSHOT
Average Age: 62
Average Age: 62
Average Tenure: 4.75 Years
Average Tenure: 4.75 Years
DIRECTOR NOMINEES
DIRECTOR NOMINEES We are asking our stockholders to elect Elizabeth L. Axelrod, Frank D. Gibeau, and Matthew J. Reintjes to serve as Class I directors for a term of three years ending at our 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each Class I director nominee currently serves as a Class I 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 I director nominee has consented to be named as a director nominee in this Proxy Statement and to serve as a Class I director if elected, and each Class I 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 I director nominee to the Board. The following sections provide information with respect to each nominee for election as a Class I director. It includes 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 21, 2025.
DIRECTOR NOMINEES
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CLASS I DIRECTORS (FOR TERMS EXPIRING IN 2028)
CLASS I DIRECTORS (FOR TERMS EXPIRING IN 2028)
CLASS I DIRECTORS (FOR TERMS EXPIRING IN 2028)
| Elizabeth L. Axelrod | | | | 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 (since 2016) — current Chair of Human Resources and Compensation Committee and member of Nominating and Board Governance Committee •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: 62 | | | Committees: Compensation (Chair); Nominating & Governance | | | Independent: Yes | |
CLASS I DIRECTORS (FOR TERMS EXPIRING IN 2028)
| Frank D. Gibeau | | | | KEY SKILLS AND QUALIFICATIONS •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 member of Finance and Capital Allocation 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: 56 | | | Committees: Audit; Compensation | | | Independent: Yes | |
CLASS I DIRECTORS (FOR TERMS EXPIRING IN 2028)
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CLASS I DIRECTORS (FOR TERMS EXPIRING IN 2028)
| Matthew J. Reintjes | | | | 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) 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 | | Director Since: March 2016 | | | Age: 49 | |
CLASS I DIRECTORS (FOR TERMS EXPIRING IN 2028)
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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 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 21, 2025.
CLASS II DIRECTORS (TERMS EXPIRE IN 2026)
CLASS II DIRECTORS (TERMS EXPIRE IN 2026)
CLASS II DIRECTORS (TERMS EXPIRE IN 2026)
| Mary Lou Kelley | | | | 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 •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: 64 | | | Committees: Audit; Nominating & Governance (Chair) | | | Independent: Yes | |
CLASS II DIRECTORS (TERMS EXPIRE IN 2026)
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CLASS II DIRECTORS (TERMS EXPIRE IN 2026)
| Dustan E. McCoy | | | | 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 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: 75 | | | Committees: Compensation | | | Independent: Yes | |
CLASS II DIRECTORS (TERMS EXPIRE IN 2026)
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CLASS II DIRECTORS (TERMS EXPIRE IN 2026)
| Robert K. Shearer (Chair of the Board) | | | | 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 of the Board and chair of 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 | | Director Since: October 2018 | | | Age: 73 | | | Committees: Audit (Chair) | | | Independent: Yes | |
CLASS II DIRECTORS (TERMS EXPIRE IN 2026)
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CLASS III DIRECTORS (TERMS EXPIRE IN 2027)
CLASS III DIRECTORS (TERMS EXPIRE IN 2027)
CLASS III DIRECTORS (TERMS EXPIRE IN 2027)
| Alison Dean | | | | 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 current member of Compensation 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 and corporate finance experience and knowledge •experience leading global retail consumer products expansion initiatives | | Director Since: October 2020 | | | Age: 60 | | | Committees: Audit; Nominating & Governance | | | Independent: Yes | |
CLASS III DIRECTORS (TERMS EXPIRE IN 2027)
| Robert A. Katz | | | | CAREER HIGHLIGHTS •Vail Resorts, Inc., a mountain resort company –Executive Chairperson (since 2021) –Chairperson (2009 - 2021) –Chief Executive Officer (2006 - 2021) •Apollo Management L.P., a private equity investment firm –Various roles (1990 - 2006) OTHER PUBLIC COMPANY BOARD SERVICE •Vail Resorts, Inc. (since 1996) – current executive Chairperson of the Board EDUCATION •B.S., Economics, University of Pennsylvania’s Wharton School KEY SKILLS AND QUALIFICATIONS Mr. Katz was selected to serve on our Board because of his: •senior leadership experience at an outdoor sports and recreation company •deep knowledge of corporate strategy, development and global branding | | Director Since: December 2023 | | | Age: 58 | | | Committees: Compensation; Nominating & Governance | | | Independent: Yes | |
CLASS III DIRECTORS (TERMS EXPIRE IN 2027)
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NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM 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.
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
| Position | Annual Retainer ($) | | Board Service (all directors) | | | Cash Retainer | 75,000 | | Equity Retainer (1) | 145,000 | | Leadership Roles | | | Non-Executive Chair of the Board | 115,000 | | Lead or Presiding Director of the Board (if any) | 40,000 | | Committee Chair Service | | | Audit Committee Chair | 25,000 | | Compensation Committee Chair | 20,000 | | Nominating and Governance Committee Chair | 20,000 | | Special Committee Chair (e.g., strategic transactions, investigations, key employee searches) | (2) | | Committee Membership | | | Audit Committee | 12,500 | | Compensation Committee | 10,000 | | Nominating and Governance Committee | 10,000 | | Special Committee (if established) | 7,500 |
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
(1) Granted in the form of RSUs or DSUs, as described below under “Equity Compensation.” (2) To be determined if and when any Special Committee is established.
NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
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FISCAL 2024 DIRECTOR COMPENSATION TABLE
FISCAL 2024 DIRECTOR COMPENSATION TABLE The table below sets forth information regarding all compensation awarded to, earned by, or paid to our non-employee directors during fiscal 2024.
FISCAL 2024 DIRECTOR COMPENSATION TABLE
| Name | Fees earned or paid in cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Elizabeth L. Axelrod | 78,671 | 145,000 | 223,671 | | Alison Dean | 93,740 | 145,000 | 238,740 | | Frank D. Gibeau | 94,993 | 145,000 | 239,993 | | Robert Katz | 78,671 | 145,000 | 223,671 | | Mary Lou Kelley | 99,979 | 145,000 | 244,979 | | Dustan E. McCoy | 97,507 | 145,000 | 242,507 | | Robert K. Shearer | 197,452 | 145,000 | 342,452 |
FISCAL 2024 DIRECTOR COMPENSATION TABLE
(1)Represents retainers for Board service and for Board chair, committee chair and committee service. Ms. Kelley and Mr. Shearer elected to defer a portion of their annual cash retainer and committee cash fees, as applicable. (2)Represents the grant date fair value of RSUs granted on May 7, 2024 calculated in accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”). Mses. Axelrod and Kelley and Mr. Shearer elected to receive DSUs in lieu of RSUs. As of December 28, 2024, Ms. Axelrod held 4,941 DSUs, Ms. Dean held 1,342 DSUs and 4,077 RSUs, Mr. Gibeau held 6,322 DSUs and 4,077 RSUs, Mr. Katz held 4,077 RSUs, Ms. Kelley held 22,290 DSUs, Mr. McCoy held 3,155 DSUs and 4,077 RSUs, and Mr. Shearer held 48,681 DSUs.
Overview of 2024 Compensation Program
Overview of 2024 Compensation Program YETI’s 2024 compensation program for NEOs consisted of base salary; annual cash incentive award under the STIP; and long-term equity incentive (“LTI”) award, split between performance-based restricted stock units (“PBRSUs”) and time-based restricted stock units (“RSUs”).
Overview of 2024 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 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 and shareholder value creation •Promote long-term focus and retention |
Compensation Philosophy
| | | | | | 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 |
Compensation Philosophy
| What We Do | | What We Don’t Do | | | ✓ | Link a significant portion of pay to business or stock performance | ✗ | No employment agreements other than with the CEO | | ✓ | Balance short- and long-term compensation | ✗ | No dividends on unearned awards | | ✓ | Apply robust stock ownership guidelines to officers and directors | ✗ | No hedging or pledging of YETI securities by our employees or directors | | ✓ | Have a clawback policy that permits recovery in the event of certain restatements of financial results or as required by laws | ✗ | No repricing of underwater stock options without stockholder approval | | ✓ | Maintain double trigger change-in-control provisions | ✗ | No excessive perquisites | | ✓ | Regularly review share utilization | ✗ | No excise tax gross-ups | | ✓ | Use an independent compensation consultant | ✗ | No special retirement programs specific to executive officers |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant The Compensation Committee engaged FW Cook to serve as its independent compensation consultant in fiscal 2024. 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. 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.
Role of the Independent Compensation Consultant
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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 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:
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. | | 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. |
Compensation Peer Group and Peer Selection Process
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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 2024 consisted of the following 18 companies:
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. GoPro, Inc. Helen of Troy Limited | Johnson Outdoors Inc. Kontoor Brands, Inc. Oxford Industries, Inc. Peloton Interactive, Inc. Skechers U.S.A., Inc. | Under Armour, Inc. Topgolf Callaway Brands Corp. Vista Outdoor Inc. |
Compensation Peer Group and Peer Selection Process
The Compensation Committee, with assistance from FW Cook, conducted its annual review of the peer group in July 2024. At this time, YETI was ranked at approximately the 28th percentile for revenue and 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 2025 and going forward by removing GoPro, Inc., Skechers U.S.A., Inc., and Vista Outdoor Inc., and adding Sonos, Inc. As of July 2024, GoPro, Inc.’s market capitalization was substantially smaller than ours and Skechers U.S.A., Inc.’s revenue was substantially larger than ours. In addition, as of July 2024, Vista Outdoor Inc. was undergoing a number of corporate restructuring initiatives, including separating its Revelyst and The Kinetic Group segments into separate companies. Sonos, Inc. is in the household durables industry, has a recognizable brand, and its product uses include outdoor and recreation. We believe these peer group changes have the effect of better balancing YETI’s peer group with companies of comparable market value, financial performance, and business focus.
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. During the annual compensation review cycle in the first quarter of 2024, the Compensation Committee reviewed each then employed executive officer’s performance, YETI’s performance, and market data provided by FW Cook on our peer companies and the general industry to determine whether any changes to base salaries were warranted for fiscal 2024. The Compensation Committee determined that Mr. Reintjes’ base salary was appropriately aligned with market-based compensation paid to CEOs in our peer group; therefore, his base salary was maintained at the level set in 2023. Mr. McMullen’s, Mr. Duff’s, and Mr. Barksdale’s base salary was increased 11%, 6%, and 3.5%, respectively.
2024 Short-Term Incentives
2024 Short-Term Incentives The STIP 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 we believe will ultimately drive long-term value for our stockholders. The STIP is 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:
2024 Short-Term Incentives
| $ Eligible Salary | × | Target Opportunity % | × | Payout % | = | $ STIP Payout |
Target Opportunity
| NEO | 2024 Target STIP Opportunity (% of Eligible Salary) | | Matthew J. Reintjes | 150% | | Michael J. McMullen | 75% | | Martin H. Duff | 60% | | Bryan C. Barksdale | 60% | | S. Faiz Ahmad | 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 Compensation Committee considers them building blocks to achieving our key strategic goals and growing stockholder value. Each year, the Compensation Committee sets threshold and maximum performance levels that it believes represent a significant challenge. In 2023, the Adjusted Operating Income threshold and maximum performance levels were 90% and 110%, respectively. For 2024, the Compensation Committee changed the performance range to 85% to 115%, which better aligned with competitive ranges observed in the marketplace. The Compensation Committee believes that by widening the performance range, we retain our challenging performance target while ensuring that maximum payouts would only be obtained for truly exceptional performance. The 2024 STIP performance metrics and their respective performance levels and weighting are shown below:
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 |
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.” The Compensation 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. More specifically, the Compensation 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 2024 target for Adjusted Net Sales represented a 9.9% growth rate over our fiscal 2023 financial results, and the target for Adjusted Operating Income represented a 14.3% growth rate over our fiscal 2023 financial results. 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 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. Payouts are capped at 200% of the target opportunity.
Fiscal 2024 Performance and Payout
Fiscal 2024 Performance and Payout 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. As described above, Adjusted Net Sales increased 9% to $1.8 billion and Adjusted Operating Income increased 18% to $309.4 million, which resulted in 108.4% STIP payouts for our NEOs.
Fiscal 2024 Performance and Payout
| Performance Metric | Below Threshold ($) | Threshold ($) | Target ($) | Maximum ($) | Actual Result | | Adjusted Net Sales | <1,662.7 | 1,662.7 | 1,847.4 | 2,032.1 | $1,838.7 | | | Less than ~90% | ~90% | 100% | ~110% | | | Adjusted Operating Income | <255.2 | 255.2 | 300.3 | 345.3 | $309.4 | | | Less than ~85% | ~85% | 100% | ~115% | | | Payout Percentage | 0% | 50% | 100% | 200% | 108.4% |
Fiscal 2024 Performance and Payout
Note: $ in millions, except percentages.
Fiscal 2024 Performance and Payout
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Fiscal 2024 Performance and Payout
The Compensation Committee then takes into account each NEO’s target opportunity percentage to determine the total STIP payout for each NEO. The Compensation Committee presents the determination of the STIP payout amounts to the Board for its review. Based on fiscal 2024 performance, the Compensation Committee approved the following STIP payouts for each NEO:
Fiscal 2024 Performance and Payout
| NEO | Eligible Salary ($) | Target Opportunity Percentage (% of Eligible Salary) | Payout Percentage (%) | STIP Payout ($) | | Matthew J. Reintjes | 1,025,000 | 150% | 108.4% | 1,666,650 | | Michael J. McMullen | 492,308 | 75% | 108.4% | 400,246 | | Martin H. Duff | 446,154 | 60% | 108.4% | 290,179 | | Bryan C. Barksdale | 437,692 | 60% | 108.4% | 284,675 | | S. Faiz Ahmad | 93,425 | 75% | 108.4% | 75,954 |
2024 Long-Term Incentives
2024 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 2024 are detailed in the “2024 Grants of Plan-Based Awards” table later in this Proxy Statement. The Compensation 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 alignment between the interests of executive officers and 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, 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. The Compensation 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 Compensation 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 Compensation Committee establishes target LTI opportunities for each of the NEOs employed at that time, expressed as a percentage of base salary. In establishing the percentage, the Compensation Committee considers 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.
Equity Mix
Equity Mix Consistent with the Compensation Committee’s continuing focus on pay-for-performance, in fiscal 2024, 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 2024. The Compensation 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.
Equity Mix
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2024 CEO Equity Mix
2024 CEO Equity Mix
2024 Non-CEO Equity Mix
2024 Non-CEO Equity Mix
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.
PBRSU Terms
| FCF Performance Level | % of Target PBRSUs Eligible to Become Vested | | Less Than Threshold | 0% | | Threshold | 50% | | Target | 100% | | Maximum or Greater | 200% |
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 that were 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 similarly sized companies. The Relative TSR Modifier is applied using the following table:
Target LTI Opportunities and 2024 Grants of PBRSUs & Time-Based RSUs
Target LTI Opportunities and 2024 Grants of PBRSUs & Time-Based RSUs In February 2024, the Compensation Committee determined annual target LTI percentages for each NEO. The Compensation Committee maintained the annual target LTI percentages from 2023 for all NEOs, except that Mr. Reintjes’ target LTI percentage was increased from 400% to 480%. The Compensation 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.
Target LTI Opportunities and 2024 Grants of PBRSUs & Time-Based RSUs
| NEO | 2024 Annual Target LTI Percentage | 2024 Annual Target Opportunity ($) | PBRSU ($) | PBRSU (#)(1) | RSU ($) | RSU (#) | | Matthew J. Reintjes | 480% | 4,920,005 | 3,689,994 | 94,325 | 1,230,011 | 31,442 | | Michael J. McMullen | 175% | 875,036 | 437,518 | 11,184 | 437,518 | 11,184 | | Martin H. Duff | 150% | 674,976 | 337,488 | 8,627 | 337,488 | 8,627 | | Bryan C. Barksdale | 150% | 660,033 | 330,016 | 8,436 | 330,016 | 8,436 | | S. Faiz Ahmad | — | — | — | — | — | — |
Target LTI Opportunities and 2024 Grants of PBRSUs & Time-Based RSUs
(1)Reflects the number of PBRSUs for target performance goal.
Payouts of Previously Granted 2022-2024 Performance-Based Awards
Payouts of Previously Granted 2022-2024 Performance-Based Awards In 2022, we granted each of our NEOs who was employed at that time an award of PBRS with substantially the same design as our 2024 PBRSU awards described above. For tax purposes related to our ability to no longer rely on a special Section 162(m) grandfathering rule for newly public companies, in 2023, the Compensation Committee started granting our NEOs equity awards in the form of RSUs rather than restricted stock, as was done in prior years. The applicable cumulative free cash flow target for the 2022 PBRS performance period was set at $497 million. Based on our performance during the three-year performance period and taking into account the Relative TSR Modifier, the payout percentage for the 2022 PBRS awards was determined to be 126% of the target number of PBRS awarded.
Payouts of Previously Granted 2022-2024 Performance-Based Awards
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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 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. 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 “— 2024 Summary Compensation Table — Employment Agreement of Mr. Reintjes.”
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 Compensation 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.
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE The following table sets forth information regarding all compensation awarded to, earned by or paid to our NEOs during fiscal years 2022, 2023 and 2024.
2024 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 | 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 | | | 2022 | 1,017,308 | — | 4,313,664 | — | 8,082 | 5,339,054 | | Michael J. McMullen Senior Vice President, Chief Financial Officer and Treasurer | 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 | | | 2022 | 311,269 | — | 610,418 | — | 8,884 | 930,571 | | Martin H. Duff Senior Vice President, Supply Chain and Operations | 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 | | | 2022 | 32,692 | — | 599,987 | — | 491 | 633,170 | | Bryan C. Barksdale Senior Vice President, Chief Legal Officer and Secretary | 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 | | | 2022 | 402,692 | — | 629,090 | — | 6,947 | 1,038,729 | | S. Faiz Ahmad Former Senior Vice President and Chief Commercial Officer | 2024 | 116,346 | — | — | 75,954 | 600,667 | 792,967 | | | 2023 | 569,038 | — | 1,000,563 | 376,846 | 9,900 | 1,956,347 | | | 2022 | 211,538 | 250,000 | 3,000,017 | — | 84,717 | 3,546,272 |
2024 SUMMARY COMPENSATION TABLE
(1)The amounts shown in the Stock Awards column represent the aggregate grant date fair value of the RSUs, PBRS, PBRSUs and shares of time-based restricted stock granted to our NEOs, computed in accordance with Topic 718. The amount attributable to the PBRS and 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 2024 PBRSUs as follows: Mr. Reintjes $3,887,133; Mr. McMullen $460,893; Mr. Duff $355,519; Mr. Barksdale $347,648; and Mr. Ahmad $0. If there is a maximum payout under the 2024 PBRSUs, assuming no change in stock price, the values for such awards would be as follows: Mr. Reintjes $7,193,225; Mr. McMullen $852,892; Mr. Duff $657,895; Mr. Barksdale $643,329; and Mr. Ahmad $0. 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 December 28, 2024. (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 Compensation 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. (3)For 2024, amounts disclosed in this column reflect Company contributions to the tax-qualified 401(k) retirement plan as follows: Mr. Reintjes, $10,350; Mr. McMullen, $10,350; Mr. Duff, $8,716; Mr. Barksdale, $3,992; and Mr. Ahmad, $3,490. In 2024, for Messrs. Reintjes, McMullen, Duff, and Barksdale, this amount also included the cost for a comprehensive physical health exam. In 2024, for Mr. Ahmad, this includes severance benefits, which include an amount equal to 100% of his base salary and reimbursement for health benefits continuation, as well as three months of consulting fees.
2024 SUMMARY COMPENSATION TABLE
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FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth information regarding plan-based awards granted to our NEOs during fiscal 2024:
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
| Name | Grant Date | Award Type | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Matthew J. Reintjes | | Annual Incentive | 768,750 | 1,537,500 | 3,075,000 | | | | | | | | 2/16/2024 | RSU | | | | | | | 31,442 | 1,230,011 | | | 2/16/2024 | PBRSU | | | | 47,163 | 94,325 | 188,650 | | 3,887,133 | | Michael J. McMullen | | Annual Incentive | 184,615 | 369,231 | 738,462 | | | | | | | | 2/16/2024 | RSU | | | | | | | 11,184 | 437,518 | | | 2/16/2024 | PBRSU | | | | 5,592 | 11,184 | 22,368 | | 460,893 | | Martin H. Duff | | Annual Incentive | 133,846 | 267,692 | 535,385 | | | | | | | | 2/16/2024 | RSU | | | | | | | 8,627 | 337,488 | | | 2/16/2024 | PBRSU | | | | 4,314 | 8,627 | 17,254 | | 355,519 | | Bryan C. Barksdale | | Annual Incentive | 131,308 | 262,615 | 525,231 | | | | | | | | 2/16/2024 | RSU | | | | | | | 8,436 | 330,016 | | | 2/16/2024 | PBRSU | | | | 4,218 | 8,436 | 16,872 | | 347,648 | | S. Faiz Ahmad | | Annual Incentive | 43,630 | 87,260 | 174,519 | | | | | |
FISCAL 2024 GRANTS OF PLAN-BASED AWARDS TABLE
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OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE The following table sets forth information regarding outstanding equity awards held by each of our NEOs as of December 28, 2024:
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
| | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Exercisable (#)(1) | Unexercisable (#)(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | 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 | | | | | | | 2/18/2022(7) | | | | | | 2,833 | 111,479 | | | | | 2/24/2023(7) | | | | | | 40,111 | 1,578,368 | | | | | 2/16/2024(7) | | | | | | 31,442 | 1,237,243 | | | | | 2/18/2022(8) | | | | | | | | 102,006 | 4,013,936 | | | 2/24/2023(9) | | | | | | | | 320,896 | 12,627,258 | | | 2/16/2024(8) | | | | | | | | 188,650 | 7,423,378 | | Michael J. McMullen | 10/24/2018 | 8,639 | | | 18.00 | 10/24/2028 | | | | | | | 2/15/2019 | 2,805 | | | 22.84 | 2/15/2029 | | | | | | | 2/18/2022(7) | | | | | | 414 | 16,291 | | | | | 2/24/2023(7) | | | | | | 10,272 | 404,203 | | | | | 2/16/2024(7) | | | | | | 11,184 | 440,090 | | | | | 2/18/2022(8) | | | | | | | | 4,976 | 195,806 | | | 2/24/2023(8) | | | | | | | | 41,092 | 1,616,970 | | | 2/16/2024(8) | | | | | | | | 22,368 | 880,181 | | Martin H. Duff | 11/21/2022(7) | | | | | | 4,872 | 191,713 | | | | | 2/24/2023(7) | | | | | | 4,161 | 163,735 | | | | | 2/16/2024(7) | | | | | | 8,627 | 339,472 | | | | | 2/24/2023(8) | | | | | | | | 16,644 | 654,941 | | | 2/16/2024(8) | | | | | | | | 17,254 | 678,945 | | Bryan C. Barksdale | 10/24/2018 | 28,737 | | | 18.00 | 10/24/2028 | | | | | | | 2/15/2019 | 18,556 | | | 22.84 | 2/15/2029 | | | | | | | 2/18/2022(7) | | | | | | 840 | 33,054 | | | | | 2/24/2023(7) | | | | | | 8,316 | 327,235 | | | | | 2/16/2024(7) | | | | | | 8,436 | 331,957 | | | | | 2/18/2022(8) | | | | | | | | 10,084 | 396,805 | | | 2/24/2023(8) | | | | | | | | 33,264 | 1,308,938 | | | 2/16/2024(8) | | | | | | | | 16,872 | 663,913 | | S. Faiz Ahmad | — | — | — | — | — | — | — | — | — | — |
OUTSTANDING EQUITY AWARDS AT 2024 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 “2024 Potential Payments Upon Termination or Change in Control” for information on the treatment of options upon retirement, death, disability, termination or change in control. (2)As of December 28, 2024, all outstanding options granted to our NEOs were fully vested and exercisable. (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 “2024 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.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
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OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
(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 27, 2024, 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 or PBRSUs that would be paid out if the maximum performance goal is achieved. See “2024 Potential Payments Upon Termination or Change in Control” for information on the treatment of PBRS and PBRSUs upon retirement, death, disability, termination or change in control. (6)Amounts disclosed in this column reflect the market value of the PBRS or PBRSU as reported in the preceding column using the closing price of a YETI share as reported on the New York Stock Exchange on December 27, 2024, the last trading day of our fiscal year, multiplied by the number of shares underlying each award. (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. (8)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. (9)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.
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END TABLE
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FISCAL 2024 OPTION EXERCISES AND STOCK VESTED TABLE
FISCAL 2024 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 2024.
FISCAL 2024 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 | — | — | 51,492 | 2,064,065 | | Michael J. McMullen | — | — | 14,397 | 571,901 | | Martin H. Duff | — | — | 6,597 | 262,050 | | Bryan C. Barksdale | — | — | 17,485 | 697,746 | | S. Faiz Ahmad | — | — | 15,898 | 648,811 |
FISCAL 2024 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 2024. (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 PBRS, RSUs and shares of restricted stock that vested during fiscal 2024. (4)Amounts disclosed in this column reflect the value realized upon vesting of the RSUs and shares of restricted stock (including both time- and performance-vesting awards), as calculated based on the price of a YETI share on the vesting date, multiplied by the number of shares underlying each award.
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 any of Messrs. Barksdale, Duff, or McMullen 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 any of Messrs. Barksdale, Duff, or McMullen 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
Potential Payments Upon Termination or Change of Control
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Potential Payments Upon Termination or Change of Control
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. Barksdale, Duff, or McMullen 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. •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).
CEO PAY RATIO
CEO PAY RATIO For fiscal 2024, the annual total compensation of the employee who was identified as our median employee was $83,007, and the annual total compensation of our CEO, Matthew J. Reintjes, was $7,822,644. Based on this information, for fiscal 2024, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was approximately 94 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules. To identify the median of the annual total compensation of all of our employees and to determine the annual total compensation of the “median employee,” we used the following methodology, material assumptions, adjustments and estimates: •We selected September 28, 2024 as the date upon which we would identify our median employee. Previously, we used November 1, 2021 as the identification date for our median employee. We chose a new date to align with the end of a fiscal quarter for ease of data administration. •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. •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. •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). ▪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.
CEO PAY RATIO
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CEO PAY RATIO
▪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 September 28, 2024. •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 2024 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $83,007. 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.
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 2024, 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.
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) | | | | 2024 | $7,822,644 | $10,484,095 | $1,361,715 | $1,290,268 | $112 | $51 | $175,689 | $219,554 | | 2023 | $10,076,903 | $14,478,831 | $1,949,000 | $2,625,281 | $148 | $54 | $169,885 | $235,270 | | 2022 | $5,339,054 | $(7,609,029) | $1,587,779 | $(1,234,645) | $118 | $54 | $89,693 | $54,965 | | 2021 | $7,678,474 | $15,467,715 | $2,110,998 | $3,839,208 | $237 | $95 | $212,602 | $90,399 | | 2020 | $6,265,215 | $22,820,769 | $1,624,573 | $5,202,817 | $196 | $90 | $155,801 | $350,861 |
PAY VERSUS PERFORMANCE
(1)Our PEO was Matthew J. Reintjes. (2)Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year.
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
(3)Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment table below.
PAY VERSUS PERFORMANCE
| | 2024 ($) | | Summary Compensation Table Total(a) | 7,822,644 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | (5,117,144) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | 5,041,370 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | 3,026,256 | | 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) | (289,032) | | 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 | 10,484,095 |
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.
PAY VERSUS PERFORMANCE
| 2020 | 2021 | 2022 | 2023 | 2024 | | Paul C. Carbone | Paul C. Carbone | Paul C. Carbone | Michael J. McMullen | Michael J. McMullen | | Bryan C. Barksdale | Bryan C. Barksdale | Michael J. McMullen | Bryan C. Barksdale | Martin H. Duff | | Kirk A. Zambetti | Kirk A. Zambetti | Bryan C. Barksdale | S. Faiz Ahmad | Bryan C. Barksdale | | Hollie S. Castro | Hollie S. Castro | Kirk A. Zambetti | Martin H. Duff | S. Faiz Ahmad | | | | Hollie S. Castro | | | | | | S. Faiz Ahmad | | |
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.
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
| | 2024 ($) | | Summary Compensation Table Total(a) | 1,361,715 | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | (567,270) | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | 562,680 | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | 115,654 | | 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) | (182,511) | | 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 | 1,290,268 |
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 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. (8)The dollar amounts reported are YETI’s net income reflected in YETI’s audited financial statements for the applicable year. (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 2024 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.
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.
Description of Relationships Between Compensation Actually Paid and Performance
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Description of Relationships Between Compensation Actually Paid and Performance
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