UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
☐
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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YETI Holdings, Inc.
7601 Southwest Parkway
Austin, Texas 78735
7601 Southwest Parkway
Austin, Texas 78735
April 4, 2019
To Our
March 20, 2023
Dear Fellow Stockholders:
We are pleased to invite you to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of YETI Holdings, Inc. ("YETI"(“YETI”) to be held virtually on Friday,Thursday, May 17, 2019,4, 2023, at 8:00 A.M., local time,a.m. CDT, at www.virtualshareholdermeeting.com/YETI2023. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person.
Like many other public companies, we adopted a virtual format for our YETI Flagship store, locatedannual meeting in 2020 and continued to do so in 2021 and 2022 out of a concern for the health and well-being of our stockholders, directors, and employees. Based on our and our stockholders’ experiences at 220 S. Congress Avenue, Austin, Texas 78704.
those meetings, we have elected to continue hosting our annual meeting in a virtual format, as we believe that it offers a consistent engagement experience for all our stockholders, regardless of where they may be on the date of the annual meeting. As a result, we expect to continue hosting our annual meeting in a virtual format in the future.
The following pages include a formal notice of the meetingAnnual Meeting and YETI'sYETI’s proxy statement. These materials describe various matters on the agenda for the meetingAnnual Meeting and provide details regarding admission to the meeting.Annual Meeting. Please read these materials so that you will know what we plan to do at the meeting.
Annual Meeting.
We have elected to provide access to our proxy materials over the Internet by mailing our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice"“Notice”). to our stockholders who have not previously requested to receive our proxy materials by mail or e-mail. The Notice provides information on how stockholders can obtain paper copies of our proxy materials if they so choose. This method expedites the receipt of your proxy materials, lowers the costs of our annual meetingthe Annual Meeting, and supports conservation of natural resources.
It is important that your shares be represented at the meeting, regardlessAnnual Meeting. Regardless of whether or not you plan to attend the meeting in person. You mayAnnual Meeting virtually, please vote your shares as soon as possible through any of the voting options available to you as described in the accompanying proxy statement and the Notice or proxy card you received.
We hope you will exercise your rights as a stockholder and fully participate in YETI'sYETI’s future. On behalf of management and our Board of Directors, we thank you for your continued support of YETI.
Sincerely,
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Matthew J. Reintjes
President and Chief Executive Officer, Director
President and Chief Executive Officer, Director
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"It is important that your shares be represented at the Annual Meeting, whether you plan to attend virtually or not. Please vote your shares as soon as possible."
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NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
OF STOCKHOLDERS
To the Stockholders of YETI Holdings, Inc.:
The 2019
| | DATE: | | | | TIME: | | | | LOCATION: | |
| | Thursday, May 4, 2023 | | | | 8:00 a.m. CDT | | | | www.virtualshareholdermeeting.com/YETI2023 | |
YETI’s 2023 Annual Meeting of Stockholders (the "Annual Meeting") of YETI Holdings, Inc. ("YETI"“Annual Meeting”) will be held at 8:00 A.M., local time, on Friday, May 17, 2019, at our YETI Flagship store, located at 220 S. Congress Avenue, Austin, Texas 78704. The business mattersvirtually. There will not be a physical location for the Annual Meeting, are as follows:
1.The electionand you will not be able to attend the Annual Meeting in person. To be admitted to and participate in the Annual Meeting, you must enter the control number on your proxy card, voting instruction form, or Notice of Internet Availability you previously received. See additional instructions on page 1 of thetwoaccompanying proxy statement.
ITEMS OF BUSINESS
At the Annual Meeting, stockholders will be asked to:
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Elect the three Class I directorsII director nominees named in the accompanying proxy statement to serve until YETI's 2022YETI’s 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified; and
2.The ratification, on
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Approve, by a non-binding basis, ofadvisory vote, the compensation paid to YETI’s named executive officers (a “say-on-pay” vote);
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Ratify the appointment of Grant ThorntonPricewaterhouseCoopers LLP as YETI'sYETI’s independent registered public accounting firm for the fiscal year ending December 28, 2019.
Stockholders who hold our common stock30, 2023; and
•
Transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.
STOCKHOLDERS ENTITLED TO VOTE
YETI’s Board of Directors has fixed the close of business on March 9, 2023 as the record date (the “Record Date”) for the determination of stockholders entitled to receive notice of, attend and vote at the Annual Meeting or any adjournment(s) or postponement(s) thereof. Only stockholders of record at the close of business on March 25, 2019the Record Date are entitled to receive notice of, attend, and vote at the Annual Meeting. The stock transfer books will not be closed. A list of stockholders entitled to vote at the Annual Meeting will be available for examination at YETI’s offices for ten days prior to the Annual Meeting. The list of stockholders may also be accessed during the virtual Annual Meeting at www.virtualshareholdermeeting.com/YETI2023 by using the control number on your proxy card, voting instruction form, or Notice of Internet Availability.
MATERIALS
This Notice of Annual Meeting of Stockholders, the accompanying proxy statement and YETI’s 2022 Annual Report to Stockholders are available at www.proxyvote.com.
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Annual Meeting, to ensure that your sharesyou are represented at the Annual Meeting, pleaseurged to vote your shares in one of the manners described in the accompanying materials.
materials as soon as possible so that your shares may be represented and voted in accordance with your wishes and in order that the presence of a quorum may be assured at the Annual Meeting. If you plan to attend the Annual Meeting, and are a registered stockholder, please bringhave on hand the control number on your proxy card or Notice of Internet Availability of Proxy Materials that was mailed to you and a valid form of identification. If your shares are registered in the name of a bank or your broker, please bring your bank or brokerage statement showing your beneficial ownership with you to the Annual Meeting or request an invitation by writing to me at YETI Holdings, Inc., 7601 Southwest Parkway, Austin, Texas 78735, Attention: Secretary. In order to vote your shares in person at the Annual Meeting, if you are not a registered stockholder, you must first obtain a valid proxy from the bank or broker that holds your shares.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting ofStockholders to Be Held on May 17, 2019:
This Notice of Annual Meeting of Stockholders, the accompanying proxy statement and YETI's2018 Annual Report to Stockholders are available at www.proxyvote.com.
The Board of Directors recommends that you vote "For All" of the nominees in the election of twoClass I directors and "For" proposal 2.
previously received.
By Order of the Board of Directors,
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Bryan C. Barksdale
Senior Vice President, General Counsel and Secretary
Austin, Texas
April 4, 2019
March 20, 2023
Senior Vice President, General Counsel and Secretary
March 20, 2023
2019 PROXY STATEMENT
Cautionary Note Regarding Forward-Looking Statements
This proxy statement (this “Proxy Statement”) of YETI Holdings, Inc. ("YETI"(“YETI”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this Proxy Statement are forward-looking statements. Forward-looking statements include statements containing words such as “anticipate,” “assume,” “believe,” “can,” “have,” “contemplate,” “continue,” “could,” “design,” “due,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “likely,” “may,” “might,” “objective,” “plan,” “predict,” “project,” “potential,” “seek,” “should,” “target,” “will,” “would,” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future performance or other events. For example, all statements made relating to future goals, commitments, programs, and initiatives as well as business performance and strategies are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that are expected and, therefore, you should not unduly rely on such statements. The risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these forward-looking statements include but are not limited to the risks and uncertainties contained in our filings with the United States Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2022, as such filings may be amended, supplemented or superseded from time to time by other reports YETI files with the SEC.
As a result, the actual conduct of our activities, including the development, implementation, or continuation of any program, policy, or initiative discussed or forecasted in this Proxy Statement, may differ materially in the future. As with any projections or estimates, actual results or numbers may vary. The forward-looking statements contained in this Proxy Statement are made based upon detailed assumptions and reflect management’s current expectations and beliefs. While YETI believes that these assumptions underlying the forward-looking statements are reasonable, YETI cautions that it is very difficult to predict the impact of known factors, and it is impossible for YETI to anticipate all factors that could affect actual results. The forward-looking statements included here are made only as of the date hereof. YETI undertakes no obligation to update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.
Website References
You may also access additional information about YETI at www.YETI.com. References to our website throughout this Proxy Statement are provided for convenience only and the content on our website does not constitute a part of, and shall not be deemed incorporated by reference into, this Proxy Statement.
TABLE OF CONTENTS
PROXY SUMMARY
This proxy statement (this “Proxy Statement”) of YETI is being furnished in connection with the solicitation of proxies by YETI'sYETI’s Board of Directors (the "Board"“Board”) for use at YETI's 2019YETI’s Annual Meeting of Stockholders (the "Annual Meeting") to be held on Thursday, May 4, 2023, at 8:00 A.M., localthe time and place and for the purpose of voting on Friday, May 17, 2019, at our YETI Flagship store, located at 220 S. Congress Avenue, Austin, Texas 78704. This proxy statement contains important information regarding the Annual Meeting. You should review this information, along withmatters set forth in the Notice of Annual Meeting of Stockholders (the “Annual Meeting Notice”) and YETI's 2018 Annual Report to Stockholders, before voting.
You may vote if you were a stockholder of record at the close of business on March 25, 2019, the record date for the Annual Meeting. Ourany adjournment(s) or postponement(s) thereof. YETI’s proxy materials are first being made available on or about March 20, 2023 to all stockholders entitled to vote.
MATTERS TO BE VOTED ON
The matters to be voted on at the Annual Meeting and the Board voting recommendations for such matters are as set forth below:
| | | 1. | | | The election of the three Class II director nominees named in this Proxy Statement to serve until YETI’s 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified; | | |
| | | 2. | | | The approval, by a non-binding advisory vote, of the compensation paid to YETI’s named executive officers; and | | |
| | | 3. | | | The ratification of the appointment of PricewaterhouseCoopers LLP as YETI’s independent registered public accounting firm for the fiscal year ending December 30, 2023. | | |
The stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.
ATTENDING THE VIRTUAL ANNUAL MEETING
Logistics
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Attend the Annual Meeting online, including to vote and/or submit questions, at www.virtualshareholdermeeting.com/YETI2023.
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The Annual Meeting will begin at 8:00 a.m. CDT, with log-in beginning at 7:45 a.m. CDT, on Thursday, May 4, 2023.
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Stockholders will need to use the control number on their proxy card, voting instruction form or about April 4, 2019.
Internet Availability in order to log into
www.virtualshareholdermeeting.com/YETI2023.
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We encourage you to access the Annual Meeting prior to the start time. Please allow ample time for online check-in, which will begin at 7:45 a.m. CDT. Please note that if you do not have your control number and you are a registered owner, operators will be able to provide your control number to you. However, if you are a beneficial owner (and thus hold your shares in an account at a bank, broker or other holder of record), you will need to contact that bank, broker or other holder of record to obtain your control number prior to the Annual Meeting if you are unable to locate it prior to the Annual Meeting on your voting instruction form or Notice of Internet Availability.
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Technicians will be available to assist you with any technical difficulties. If you encounter any difficulties accessing the Annual Meeting during the check-in or during the Annual Meeting, please call 1-844-986-0822, or 303-562-9302 for international calls. The technical support number will also be displayed on the login page of the online virtual meeting platform.
Voting During the Annual Meeting
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Stockholders should follow the instructions at www.virtualshareholdermeeting.com/YETI2023 to vote during the Annual Meeting. Voting online during the Annual Meeting will replace any previous votes submitted by Internet, telephone or mail.
YETI2023 PROXY STATEMENT|1
PROXY SUMMARY
Asking Questions
•
You may submit live questions in writing during the Annual Meeting at www.virtualshareholdermeeting.com/YETI2023. During the Annual Meeting, we will answer as many stockholder submitted questions as time permits, and any questions that we are unable to address during the Annual Meeting will be published and answered on our website following the Annual Meeting with the exception of any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references that are not in good taste. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.
HOW TO VOTE
| | | Stockholders of Record | | | ||||||
| | | In Advance of the Annual Meeting | | | ||||||
| | | If you are a stockholder of record, you can vote via the following methods in advance of the Annual Meeting: | | | ||||||
| | | ![[MISSING IMAGE: ic_bytel-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ic_bytel-4c.jpg) | | | BY TELEPHONE | | | Dial 1-800-690-6903 and follow the instructions for telephone voting shown on the proxy card or voting instruction form mailed to you, or the instructions that you received by email. | | |
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| | | ![[MISSING IMAGE: ic_bymail-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ic_bymail-4c.jpg) | | | BY MAIL | | | If you received a printed copy of the proxy materials by mail, complete, sign, date and mail the proxy card or voting instruction form in the envelope provided. If you vote via the Internet or by telephone, please do not mail your proxy card or voting instruction form. | | |
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| | | ![[MISSING IMAGE: ic_qrcode-bw.jpg]](/files/DEF 14A/0001104659-23-034439/ic_qrcode-bw.jpg) | | | BY MOBILE DEVICE | | | Scan, with your mobile device, the QR code provided on the proxy card or voting instruction form mailed to you. | | |
| | | | | | ||||||
| | | ![[MISSING IMAGE: ic_network-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ic_network-4c.jpg) | | | BY INTERNET | | | In advance of the Annual Meeting, go to the web address www.proxyvote.com and follow the instructions for Internet voting shown on the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form mailed to you, or the instructions that you received by email. | | |
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| | | The deadline to vote in advance by telephone or electronically is 11:59 P.M. EDT on May 3, 2023. If you vote by phone or electronically, you do not need to return a proxy card. If you plan to mail or return a proxy card to instruct how your shares are voted at the Annual Meeting, your proxy card should be returned so that it is received before the polls close at the Annual Meeting. | | | ||||||
| | | During the Annual Meeting | | | ||||||
| | | If you are a stockholder of record, you can vote during the Annual Meeting, by going to the web address www.virtualshareholdermeeting.com/YETI2023 and following the instructions for voting. | | | ||||||
| | | Beneficial Owners | | | ||||||
| | | If you are a beneficial owner and your shares are held by a bank, broker or other nominee, you should follow the instructions provided to you by that firm. Although most banks and brokers now offer voting by mail, by telephone and by Internet, availability and specific procedures will depend on their voting arrangements. Shares held beneficially may be voted electronically during the Annual Meeting using the control number on the voting instruction form or Notice of Internet Availability received by the beneficial owner. | | | ||||||
2|YETI2023 PROXY STATEMENT
PROXY SUMMARY
-i-
YETI2023 PROXY STATEMENT|3
TABLE OF CONTENTS
(continued)
OUR BOARD OF DIRECTORS
-ii-
PROPOSAL 1. ELECTION OF TWO CLASS III DIRECTORS
Our
The Board currently consists of eightseven qualified directors with skills we believe are aligned to our business and strategy. Currently,The table below sets forth the names of our Board is comprisedcurrent directors, including each of our Class II directors whose term expires at the Annual Meeting and each director of YETI who will continue to serve as a director after the Annual Meeting. Each of the following members:
current Class II directors has been nominated for election at the Annual Meeting as further described under “Director Nominees” below.
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| CLASS | | EXPIRES | | | ||||||
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| | | 2025 | | | ||||||
| | | I | | | 2025 | | | |||
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| II | | | | |||||||
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| | | II | | | 2023 | | | |||
| | | Robert K. Shearer | | | II | | | 2023 | | |
| | | Tracey D. Brown | | | III | | | 2024 | | |
| | | Alison Dean | | | III | | | 2024 | | |
The stockholders are being asked to elect Matthew J. Reintjes and Roy J. Seiders to serve as Class I directors for a term of three years ending at our 2022 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Both currently serve as Class I directors whose terms expire at the Annual Meeting. They have each agreed to being named in this proxy statement and to serve as a Class I director if elected. Our Board has nominated these directors following the recommendation of the Nominating and Governance Committee of the Board.
Mr. Reintjes has served as our President and Chief Executive Officer since September 2015 and as a member of our Board since March 2016. Mr. Seiders has served as a member of our Board since June 2012. Mr. Seiders is one of our Founders and served as our Chief Executive Officer from 2006 to September 2015.
The classified structure of ourthe Board was adopted in our Amended and Restated Certificate of Incorporation, effective October 25, 2018 (the "Certificate“Certificate of Incorporation"Incorporation”).
Unless otherwise directed, the proxy holders named in the proxy you submit intend to vote "For All"
Director nominees are elected by a plurality of the nomineesvotes cast by holders of the shares of our common stock entitled to vote in the election of two Class I directors. Ifdirectors at a meeting of stockholders at which a quorum is present. This means that the three director nominees who receive the most affirmative votes (among votes properly cast in person or by proxy) will be elected to the Board at the Annual Meeting.
Should any director nominee should become unable or unwilling for good cause to serve as a Class I director if elected,at the shares will be votedtime of the Annual Meeting, the proxy holders may vote the proxies for suchthe election of any substitute nominee asthe Board may be proposed by our Boardnominate or ourdesignate, or the Board may reduce the number of directors constituting the Board. However, we are not aware of any circumstances that would prevent any of the Class II director nominees from serving.
Directors are elected to serve until the expiration of their three-year term and until their successors have been elected and qualified. Unless otherwise directed, the proxy holders named in the proxy you submit intend to vote “For All” to elect each Class II director nominee to the Board.
| | ✓ | | | The Board unanimously recommends that stockholders vote “FOR ALL” to elect each Class II director nominee to the Board. | |
4|YETI2023 PROXY STATEMENT
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OUR BOARD OF DIRECTORS
DIRECTOR NOMINEES
The stockholders are being asked to elect Mary Lou Kelley, Dustan E. McCoy, and Robert K. Shearer to serve as Class II directors for a term of three years ending at our 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each Class II director nominee currently serves as a Class II director whose term expires at the Annual Meeting. Each Class II director nominee has consented to serve as a Class II director if elected, and each Class II director nominee has expressed his or her intention to serve the entire term. The Board unanimously recommends that stockholders vote "For All"has nominated these directors following the recommendation of the nominees inNominating and Governance Committee of the election of two Class I directors.
- 1 -
Board.
The following section providessections provide information with respect to each nominee for election as a Class II director. It includes the specific experience, qualifications, and skills considered by the Nominating and Governance Committee and/or the Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director’s tenure on the Board, his or her age and such director’s committee assignments. Ages are as of March 20, 2023.
CLASS II DIRECTOR NOMINEES (FOR TERMS EXPIRING IN 2026)
| MARY LOU KELLEY | | |||
![[MISSING IMAGE: ph_kelleymed-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_kelleymed-4c.jpg) Director Since: February 2019 Age: 62 Committees: • Compensation • Nominating & Governance (Chair) ![[MISSING IMAGE: ic_chkmark-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ic_chkmark-4c.jpg) Independent | | | CAREER HIGHLIGHTS • Best Buy Co., Inc., a consumer electronics retailer • President, E-commerce (April 2014 to March 2017) • Chico’s FAS Inc., a retail women’s clothing chain • Senior Vice President, E-commerce (July 2010 to March 2014) • L.L. Bean, a retail company • Vice President of Retail Real Estate and Marketing (2006 to 2009) OTHER CURRENT PUBLIC COMPANY BOARDS • Vera Bradley, Inc., a luggage and handbag design company (since December 2015) • Finning International, Inc., a dealer of construction machinery and equipment (since January 2018) EDUCATION • M.B.A., University of Virginia’s Darden School of Business • B.A., Economics, Boston College KEY SKILLS AND QUALIFICATIONS Ms. Kelley was selected to serve on our Board because of her: • extensive executive leadership experience • deep knowledge of consumer products, e-commerce, and omni-channel marketing • knowledge of corporate compensation and governance matters | |
6|YETI2023 PROXY STATEMENT
OUR BOARD OF DIRECTORS
| DUSTAN E. McCOY | | |||
![[MISSING IMAGE: ph_dustanmccoymed-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_dustanmccoymed-4c.jpg) Director Since: October 2018 Age: 73 Committees: • Audit • Compensation (Chair) Independent | | | CAREER HIGHLIGHTS • Brunswick Corporation, a global manufacturer and marketer of recreation products • Chairman of the Board and Chief Executive Officer (December 2005 to February 2016) • President, Brunswick Boat Group (October 2000 to December 2005) • Vice President, General Counsel and Corporate Secretary (September 1999 to October 2000) • Witco Corporation, a specialty chemical products company • Executive Vice President • Senior Vice President, General Counsel and Secretary OTHER CURRENT PUBLIC COMPANY BOARDS • Freeport-McMoRan Inc., a mining company (since 2006) — current member of its Compensation Committee and Lead Independent Director • Louisiana-Pacific Corporation, a building materials manufacturer (since 2002) — current member of its Compensation Committee and Lead Independent Director EDUCATION • J.D., Salmon P. Chase College of Law, Northern Kentucky University • B.A., Political Science, Eastern Kentucky University KEY SKILLS AND QUALIFICATIONS Mr. McCoy was selected to serve on our Board because of his: • extensive leadership experience • broad understanding of global businesses • knowledge of corporate compensation, legal, compliance, governance and disclosure matters | |
YETI2023 PROXY STATEMENT|7
OUR BOARD OF DIRECTORS
| ROBERT K. SHEARER (CHAIR OF THE BOARD) | | |||
![[MISSING IMAGE: ph_robertkshearermed-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_robertkshearermed-4c.jpg) Director Since: October 2018 Age: 71 Committees: • Audit (Chair) • Nominating & Governance Independent | | | CAREER HIGHLIGHTS • VF Corporation, a global lifestyle and apparel company • Senior Vice President and Chief Financial Officer (May 2005 to March 2015) • Vice President — Finance and Chief Financial Officer (January 2003 to May 2005) • Vice President and Controller (June 2000 to January 2003) • Various senior leadership positions, including two years as President of VF Corporation’s Outdoor Coalition, which was formed with the acquisition of The North Face brand (1986 to 2000) • Ernst & Young LLP, a multinational professional services firm • Senior Audit Manager OTHER CURRENT PUBLIC COMPANY BOARDS • Church & Dwight Co, Inc., a household products manufacturer (since 2008) — current Chair of its Audit Committee • Kontoor Brands Inc., a global lifestyle apparel company (since May 2019) — current Lead Director of the Board and Chair of its Audit Committee EDUCATION • B.S., Accounting, Catawba College KEY SKILLS AND QUALIFICATIONS Mr. Shearer was selected to serve on our Board because of his: • extensive public accounting, finance, and internal control experience • experience leading global retail consumer products expansion initiatives • knowledge of corporate disclosure matters • broad understanding of global businesses • experience in investor relations and communications | |
8|YETI2023 PROXY STATEMENT
OUR BOARD OF DIRECTORS
DIRECTORS CONTINUING IN OFFICE
The following section provides information with respect to each director of YETI who will continue to serve as a director after the Annual Meeting. It includes the specific experience, qualifications and skills considered by the Nominating and Governance Committee and/or the Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director'sdirector’s tenure on ourthe Board, their ageshis or her age and such director’s committee assignments. Ages are as of April 4, 2019.
CLASS I Nominees
DIRECTORS (FOR TERMS EXPIRING IN 2025)
DIRECTORS (FOR TERMS EXPIRING IN 2025)
| FRANK D. GIBEAU | | |||
![[MISSING IMAGE: ph_frankgibeau-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_frankgibeau-4c.jpg) Director Since: February 2020 Age: 54 Committees: • Audit • Compensation Independent | | | CAREER HIGHLIGHTS • Take Two Interactive Software, Inc., a leading developer of interactive entertainment • President, Zynga Label (July 2022 to present) • Zynga Inc., a leading provider of social game services • Chief Executive Officer (March 2016 to July 2022) • Electronic Arts Inc., a global leader in digital interactive entertainment • Executive Vice President of EA Mobile (September 2013 to May 2015) • President of EA Labels (August 2011 to September 2013) • President of EA Games Label (June 2007 to August 2011) • Executive Vice President, General Manager, North America Publishing (September 2005 to June 2007) • Senior Vice President of North American Marketing (2002 to September 2005) OTHER PUBLIC COMPANY BOARD SERVICE • Zynga (August 2015 to July 2022) EDUCATION • M.B.A., Santa Clara University • B.S., Business Administration, University of Southern California KEY SKILLS AND QUALIFICATIONS Mr. Gibeau was selected to serve on our Board because of his: • extensive leadership experience in a public company • extensive public accounting, finance, and internal control experience • • deep knowledge of corporate strategy, product development and brand building | |
YETI2023 PROXY STATEMENT|9
OUR BOARD OF DIRECTORS
MATTHEW J. REINTJES | | ||||
![[MISSING IMAGE: ph_matthewreintjesmed-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_matthewreintjesmed-4c.jpg) Director March 2016 Age: | |
| CAREER HIGHLIGHTS • YETI Holdings, Inc. • President and Chief Executive Officer • Vista Outdoor Inc., a manufacturer of outdoor sports and recreation products, which, prior to February 9, 2015, was operated as a reporting segment of Alliant Techsystems Inc. • Vice President of Outdoor Products (February 2015 to September 2015) • Alliant Techsystems Inc., an aerospace, defense, and sporting goods • Vice President of Accessories • Bushnell Holdings Inc., a portfolio of leading brands in outdoor and recreation products • Chief Operating Officer • Hi-Tech Industrial Services, Inc., a supplier of industrial services • Chief Operating Officer (January 2013 to May • Danaher Corporation, a global science and technology company • President of KaVo Equipment • President-Imaging (April 2011 to October • Roles including Vice President/General Manager, Vice President of Sales, and Senior Product Manager EDUCATION • M.B.A., University of Virginia’s Darden School of Business • B.A. | ||
KEY SKILLS AND QUALIFICATIONS Mr. Reintjes was selected to serve on our Board because of • perspective and experience as our President and • extensive experience in corporate strategy, brand leadership, new product development, general management processes • operations leadership with companies in the outdoor sports and recreation products | | ||||
10|YETI2023 PROXY STATEMENT
OUR BOARD OF DIRECTORS
CLASS III DIRECTORS (FOR TERMS EXPIRING IN 2024)
| TRACEY D. BROWN | | |||
![[MISSING IMAGE: ph_traceybrownmed-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_traceybrownmed-4c.jpg) Director Since: May 2020 Age: 55 Committees: • Compensation • Nominating & Governance Independent | | | CAREER HIGHLIGHTS • Walgreens Boots Alliance, Inc., a global leader in retail pharmacy | |
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• Senior Vice President (April 2008 to January 2010) • Direct Impact, a • Chief Operating Officer (July 2006 to • Advanced Micro Devices, a direct marketing agency • Director, Worldwide Consumer Marketing (January 2002 to July 2006) OTHER PUBLIC COMPANY BOARD SERVICE • WW International, Inc., a global wellness company and the world’s leading commercial weight management program (February 2019 to January 2022) EDUCATION • M.B.A., Columbia University Graduate School of • B.S., Chemical Engineering, University of | |||
KEY SKILLS AND QUALIFICATIONS Ms. Brown was selected to serve on our Board because of • extensive executive leadership experience • vast experience leveraging insights to deepen connections to consumers and | | |||
YETI2023 PROXY STATEMENT|11
OUR BOARD OF DIRECTORS
| ALISON DEAN | | |||
![[MISSING IMAGE: ph_allisondeanmed-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_allisondeanmed-4c.jpg) Director Since: October 2020 Age: 58 Committees: • Audit • Nominating & Governance Independent | | | ||
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CAREER HIGHLIGHTS
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iRobot Corporation, a leading global consumer • Executive Vice President, Chief Financial Officer, and Treasurer (April 2013 to • Senior Vice President, • Vice President, Finance (August 2005 to February 2010) • 3Com Corporation, a • Several senior financial roles (1995 to OTHER CURRENT PUBLIC COMPANY BOARDS • Everbridge, Inc., a EDUCATION • M.B.A., Boston University • B.A., Business Economics, Brown University KEY SKILLS AND QUALIFICATIONS Ms. | |
• extensive | ||
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• experience | |
12|YETI2023 PROXY STATEMENT
OUR BOARD OF DIRECTORS
BOARD COMPOSITION, QUALIFICATIONS, AND DIVERSITY
The Board seeks to identify candidates with areas of knowledge or experience that will expand or complement the Board’s existing expertise. Diversity in gender, race/ethnicity, skills and backgrounds ensures that the widest range of options and viewpoints are expressed in the boardroom.
Consistent with YETI’s Corporate Governance Guidelines, the Board desires a diverse group of candidates who possess the background, skills, expertise, and time to make a significant contribution to the Board, YETI, and its stockholders. The Nominating and Governance Committee makes recommendations to the Board concerning the composition of the Board and its committees, including size and qualifications for membership. The Nominating and Governance Committee evaluates prospective nominees against the standards and qualifications set forth in YETI’s Corporate Governance Guidelines as well as other relevant factors it deems appropriate.
Below are certain skills and experience that we have considered important for our directors to have in light of our current business and structure. The director nominees’ biographies above include information pertaining to each nominee’s relevant experience relative to these attributes.
| | ![[MISSING IMAGE: ic_public-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ic_public-4c.jpg) | | | Public Company Board Experience Directors who have served or serve on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors, the relationship between a board and the CEO and other management personnel, the importance of particular agenda items and oversight of a changing mix of strategic, operational and compliance matters. | |
| | ![[MISSING IMAGE: ic_leader-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ic_leader-4c.jpg) | | | Senior Leadership Experience Directors who have served as CEOs and in other senior leadership positions bring experience and perspective in analyzing, shaping, and overseeing the execution of important operational and policy issues at a senior level. These directors’ insights and guidance, and their ability to assess and respond to situations encountered in serving on our Board, may be enhanced if their leadership experience was developed at businesses or organizations that operated on a global scale or involved technology or other rapidly evolving business models. | |
| | ![[MISSING IMAGE: ic_picture-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ic_picture-4c.jpg) | | | Relevant Industry Experience and Product Knowledge The Board believes that outdoor and recreation products industry experience and extensive knowledge of YETI’s products are valuable in shaping and enhancing our growth strategy. | |
| | ![[MISSING IMAGE: ic_global-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ic_global-4c.jpg) | | | Global Expertise Because we are expanding internationally and becoming a global organization, directors with global expertise can provide useful business and cultural perspectives regarding many significant aspects of our business. | |
YETI2023 PROXY STATEMENT|13
OUR BOARD OF DIRECTORS
| | ![[MISSING IMAGE: ic_skills-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ic_skills-4c.jpg) | ||
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Diversity and Interpersonal Skills As with our employees, cultivating a | |
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BOARD SKILLS MATRIX
The following matrix summarizes the key knowledge, skills and experience that qualifies each director for our Board.
| | | Experience & Strategic Competencies | | | | Tracey D. Brown | | | | Alison Dean | | | | Frank D. Gibeau | | | | Mary Lou Kelley | | | | Dustan E. McCoy | | | | Matthew J. Reintjes | | | | Robert K. Shearer | | | |||||||||||||||||||||
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| | | Business Development / M&A / Strategy | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | |
| | | Compliance / Corporate Governance / Legal / Risk Management | | | | | | | | | | | | | | | | | | | | √ | | | | | | | | | | | | | | √ | | | | | | | | | | | | | | √ | | | |
| | | E-commerce; Consumer Products | | | | | | | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | | | | |
| | | Senior Leadership | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | |
| | | Global Business | | | | | | | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | |
| | | Marketing / Brand Development | | | | | | √ | | | | | | | | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | | | | |
| | | Outdoor Sports Industry | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | |
| | | Public Company Board | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | |
| | | Talent / Organizational Development | | | | | | | | | | | | | | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | √ | | | | | | | | | | |
14|YETI2023 PROXY STATEMENT
CORPORATE GOVERNANCE
Our
YETI’s business and affairs are managed under the direction of our Board. Ourthe Board, which currently consists of eightseven directors, comprising our Chief Executive Officer oneand six independent directors. With the oversight of our Founders, three outside directors,the Board and three Managing Partnersits committees, YETI operates within a comprehensive plan of Cortec, our principal stockholder.
Our principalcorporate governance documentsfor the purposes of defining independence, assigning responsibilities, setting high standards of professional and personal conduct, and assuring compliance with such responsibilities and standards.
YETI’s Corporate Governance Guidelines, which are available under "Governance"“Governance” in the Investor Relations section of our website, including our:
•Corporate Governance Guidelines•Codewww.YETI.com, along with our other principal governance documents, set the framework for our governance structure. The Board believes that sound corporate governance is a source ofEthicscompetitive advantage for YETI andBusiness Conduct•Audit Committee Charter•Compensation Committee Charter•Nominatingallows the skills, experience, and judgment of the Board to support our executive management team, enabling management to improve our performance and maximize stockholder value.
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE
Environmental, Social, and Governance Committee Charter
"controlled company" underset of specific goals and programs for addressing our most impactful environmental and social issues: People, Product, Places.
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Table(“ESG”) matters are a vital part of Contents
PursuantYETI’s culture and brand. As a brand rooted in passion for the outdoors, we have an unwavering commitment to a voting agreement byoutdoor and among Cortec, Roy J. Seiders, Ryan R. Seidersrecreation communities and their respective affiliates (the "Voting Agreement"), by which Cortec has the rightare committed to vote in the election of our directors the shares of common stock held by all parties to the Voting Agreement, Cortec controls more than 50%serve as responsible stewards of the total voting power ofplanet and our common stock with respectcommunities. YETI is built on the relationships we’ve made, the unparalleled products we create, and the places we've supported and helped to the election of our directors.protect. As a result, we areour ESG strategy,
![[MISSING IMAGE: pht_environmental-4c.jpg]](/files/DEF 14A/0001104659-23-034439/pht_environmental-4c.jpg)
Our CEO reviews and approves YETI’s overall ESG strategy at the New York Stock Exchange ("NYSE") listing standards. As a controlled company, we are exemptexecutive level, with key insight and support from certain NYSE corporate governance requirements, including the requirements (a) that a majorityall members of our Board consistsenior leadership team. Our ESG team is comprised of independent directors, as defined underESG leaders embedded within the NYSE listing standards, (b) thatorganization, including our Nominating and Governance Committee be composed entirely of independent directors, and (c) thatChief Compliance Officer (reporting to our Compensation Committee be composed entirely of independent directors. We are currently relying on these exemptions and expectSenior Vice President, General Counsel & Secretary), our DE&I Lead (reporting to continue to do so. In the event that we cease to be a controlled companyour Chief Human Resources Officer), and our shares continueSustainability Lead (reporting to be listedSenior Vice President, Supply Chain & Operations). The ESG team is responsible for setting our enterprise ESG strategy, managing ESG topics, driving multi-year goals, establishing cross-functional working groups, including YETI’s internal Diversity, Equity, & Inclusion Council. Our Board of Directors (“Board”) is responsible for the oversight of our ESG strategy. Specific material ESG topics are addressed by different committees of our Board. The Board receives updates on our ESG strategy at least annually. YETI has established an enterprise risk framework for identifying, aggregating, and evaluating risk across the enterprise, including ESG topics. To remain focused on the NYSE, we will be requiredmost material ESG topics, the risk framework is integrated with our annual planning, audit scoping, and control evaluation management process, which are performed by our internal audit team. In November 2022, YETI published its second report on its commitment to comply with these provisions within applicable transition periods.
ESG matters covering fiscal year 2021, which is available in the Sustainability, Diversity & Community section of our
YETI2023 PROXY STATEMENT|15
CORPORATE GOVERNANCE
website, www.YETI.com. Our ESG reporting and disclosure is guided by leading industry frameworks including GRI and SASB. For more information regarding YETI’s ESG strategy, goals and initiatives, please visit www.YETI.com/ESG.
DIRECTOR INDEPENDENCE
Currently, our Board consists of eightseven members, threesix of whom are independent. See "—Controlled Company Exemption" above for additional information regarding our status as a controlled company and reliance on the controlled company exemption.
For a director to be considered independent in accordance with applicable New York Stock Exchange (“NYSE”) listing standards, the Board must determine that the director does not have any direct or indirect material relationship with us. The Boardus (including as a partner, shareholder or officer of an organization that has adopted the independence standards of thea relationship with us). As required by applicable NYSE listing standards, for determining director independence. Based on these independence standards, ourthe Board has affirmatively determined that each of Tracey D. Brown, Alison Dean, Frank D. Gibeau, Mary Lou Kelley, Dustan E. McCoy, and Robert K. Shearer is independent and free of any material relationships with YETI other than as established through his or her service as a director of YETI.
The Board also previously affirmatively determined that David L. Schnadig, who served on the Board until his resignation effective March 9, 2022, qualified as an independent director under applicable NYSE listing standards during the period of his service in 2022.
In determining director independence, ourthe Board considers any transactions or relationships between a director and his or her immediate family and affiliates, on the one hand, and YETI and its management, on the other hand, to determine whether any such transactions or relationships are inconsistent with a determination that the director is independent. In our reviewconnection with the Board’s assessment of Ms.the independence of Mses. Brown, Dean, and Kelley and Messrs. Gibeau, McCoy, Shearer, and Shearer,Schnadig during the period of his service in 2022 we found no such transactions or relationships.
BOARD SIZE AND COMPOSITION
The number of directors comprising the Board Function, Leadership Structure,is fixed from time to time by resolution of the Board pursuant to the Certificate of Incorporation. The Board has determined that seven directors, six of whom are independent, is currently the appropriate size for YETI. The Board recognizes that one of its key responsibilities is to evaluate and Executive Sessions
Ourdetermine its optimal governance structure so as to provide independent oversight of management. Given the evolving nature of our business, the Board oversees the performance of YETI's Chief Executive Officer and other senior management of YETI and works to assure the best interests of stockholders are served.
Our Board does not have a policy requiring eitherhas determined that the positionsright governance structure for the Board may vary as circumstances warrant. Consistent with this understanding, the directors consider the Board’s size and composition on an annual basis in connection with its annual self-evaluation.
THE BOARD AND ITS COMMITTEES
In 2022, the Board held 23 meetings. Directors are expected to attend all Board meetings, meetings of committees on which they serve, and the Company’s annual meeting of stockholders. More to the point, directors are expected to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Each director attended more than 80% of the Chairaggregate of the meetings of the Board and Chief Executive Officer should be separate or that they should be occupied by the same individual. Our Board believes that this issue is properly addressed as part of the succession planning process and that it is in the best interests of YETI for the Board to make a determination on these matters when it elects a new Chief Executive Officer or Chairmeetings held by all committees of the Board or at other times consideration is warrantedon which such director served during the 2022 fiscal year. All directors then in office attended our 2022 Annual Meeting of Stockholders.
The Board currently has, and appoints the members of, three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee. The principal responsibilities of each of these committees are described generally below and in detail in their respective committee charters, which have been approved by the circumstances. Currently,Board and are available under “Governance” in the roles are separate, with Mr. Reintjes serving asInvestor Relations section of our Chief Executive Officer and Mr. Schnadig serving as Chairwebsite, www.YETI.com.
The current members of the Board.
Ourcommittees are identified below. The Board determined that each of Mses. Brown, Dean, and Kelley and Messrs. Gibeau, McCoy, and Shearer is ledindependent under the NYSE listing standards.
16|YETI2023 PROXY STATEMENT
CORPORATE GOVERNANCE
COMMITTEE COMPOSITION
| | | | | Committee Memberships | | ||||||
| | Committee Member | | | Audit | | | Compensation | | | Nominating and Governance | |
| | | Tracey D. Brown | | | | | | | | ![[MISSING IMAGE: ic_member-bw.gif]](/files/DEF 14A/0001104659-23-034439/ic_member-bw.gif) | | | | | | |
| | | Alison Dean | | | | ![[MISSING IMAGE: ic_audit-bw.gif]](/files/DEF 14A/0001104659-23-034439/ic_audit-bw.gif) | | | | | | | | | | |
| | | Frank D. Gibeau | | | | | | | | | | | | | | |
| | | Mary Lou Kelley | | | | | | | | | | | | ![[MISSING IMAGE: ic_comm-4c.gif]](/files/DEF 14A/0001104659-23-034439/ic_comm-4c.gif) | | |
| | | Dustan E. McCoy | | | | | | | | | | | | | | |
| | | Robert K. Shearer ![[MISSING IMAGE: ic_chair-bw.gif]](/files/DEF 14A/0001104659-23-034439/ic_chair-bw.gif) | | | | | | | | | | | | | | |
| | ![[MISSING IMAGE: ic_chair-bw.jpg]](/files/DEF 14A/0001104659-23-034439/ic_chair-bw.jpg) | | | Chair of the Board | | | ![[MISSING IMAGE: ic_comm-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ic_comm-4c.jpg) | | | Committee Chair | | | ![[MISSING IMAGE: ic_member-bw.jpg]](/files/DEF 14A/0001104659-23-034439/ic_member-bw.jpg) | | | Committee Member | | | ![[MISSING IMAGE: ic_audit-bw.jpg]](/files/DEF 14A/0001104659-23-034439/ic_audit-bw.jpg) | | | Audit Committee financial expert | |
AUDIT COMMITTEE | | |||||||||||||||
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![[MISSING IMAGE: ph_robertkshearersm-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_robertkshearersm-4c.jpg) | | | ![[MISSING IMAGE: ph_allisondeansm-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_allisondeansm-4c.jpg) | | | ![[MISSING IMAGE: ph_frankgibeausm-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_frankgibeausm-4c.jpg) | | | ![[MISSING IMAGE: ph_dustanmccoysm-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_dustanmccoysm-4c.jpg) | | | NUMBER OF MEETINGS IN FY 2022: | | | 6 | |
| MR. SHEARER (CHAIR) | | | MS. DEAN | | | MR. GIBEAU | | | MR. MCCOY | | | Audit Committee Report: p.66 | | |||
The primary responsibilities of the Audit Committee are to:
•
assist the Board in fulfilling its oversight responsibilities with respect to (i) the integrity of YETI’s financial statements, (ii) YETI’s compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications, independence and performance, and (iv) the performance of YETI’s internal audit function;
•
prepare the Audit Committee’s annual report included in this Proxy Statement;
•
advise and consult with management and the Board regarding the financial affairs of YETI;
•
appoint, compensate, retain, dismiss and oversee the work of YETI’s independent registered public accounting firm; and
•
oversee the Company’s enterprise risk management process.
All members of the Audit Committee have been determined to be financially literate and to meet the applicable NYSE and SEC standards for independence. The Board has determined that each of Mr. Shearer and Ms. Dean qualifies as an “audit committee financial expert” within the definition established by the ChairSEC.
YETI2023 PROXY STATEMENT|17
CORPORATE GOVERNANCE
COMPENSATION COMMITTEE | | |||||||||||||||
| | | | | | ||||||||||||
| | | ![[MISSING IMAGE: ph_traceybrownsm-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_traceybrownsm-4c.jpg) | | | | | | ![[MISSING IMAGE: ph_kelleysm-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_kelleysm-4c.jpg) | | | NUMBER OF MEETINGS IN FY 2022: | | | 7 | |
| MR. MCCOY (CHAIR) | | | MS. BROWN | | | MR. GIBEAU | | | MS. KELLEY | | | Compensation Committee Report: p.48 | | |||
The primary responsibilities of the Board, Mr. Schnadig. The Chair ofCompensation Committee are to:
•
establish and administer YETI’s policies, programs and procedures for compensating and providing benefits to its executives;
•
make recommendations to the Board oversees planningregarding the compensation of non-employee directors;
•
review and approve corporate goals and objectives relevant to the annual Board calendarCEO’s compensation;
•
evaluate the CEO’s performance in light of these goals and in consultationobjectives and, either as a committee, or together with the independent directors (as directed by the Board), determine and approve the CEO’s compensation level based on this evaluation;
•
review and approve corporate goals and objectives relevant to other directors, schedulesexecutive officer compensation, evaluating the other executive officers’ performance in light of these goals and setsobjectives, and determine and approve the agenda for meetingscompensation level of each other executive officer based on this evaluation;
•
prepare the Board. In addition, the Chair of the Board provides guidanceCompensation Committee’s annual report included in this Proxy Statement; and oversight
•
make recommendations to members of management and acts as the Board's liaison to management. In this capacity, the Chair of the Board will be actively engaged in significant matters affecting YETI.
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Pursuant to the terms of a stockholders agreement, dated October 24, 2018, by and among YETI, Cortec and certain other stockholders (the "Stockholders Agreement"), so long as Cortec beneficially owns 20% or more of the outstanding shares of our common stock, YETI will take all necessary action to cause a director nominated by Cortec to serve as Chair of the Board. See "—Board Size and Composition" below for additional information regarding the Stockholders Agreement.
The Board believes that this leadership structure is appropriate for us at this time because it provides our Chair of the Board with respect to incentive-compensation plans and equity-based plans.
In performing its responsibilities, the readily available resources to manageCompensation Committee takes into account the affairsrecommendations of the Board while allowingCEO and the Chief Human Resources Officer in determining the compensation of executive officers other than with respect to the CEO or the Chief Human Resources Officer, as applicable. Otherwise, our Chief Executive Officerexecutive officers do not have any role in determining the form or amount of compensation paid to focus moreour executive officers.
The Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. During the fiscal year ended December 31, 2022 (“fiscal 2022”), FW Cook advised on operational and management functions. Anassisted with the review and evaluation of executive sessioncompensation and compensation of our non-employee directors. During fiscal 2022, FW Cook provided no services to YETI other than consulting services to the Compensation Committee regarding executive and non-employee director compensation. The Compensation Committee has reviewed the independence of FW Cook under the specific independence factors adopted by the SEC and NYSE and determined that FW Cook’s work does not raise any conflicts of interest.
NOMINATING AND GOVERNANCE COMMITTEE | | |||||||||||||||
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| | | | | | | | | | | | NUMBER OF MEETINGS IN FY 2022: | | | 4 | |
| MS. KELLEY (CHAIR) | | | MS. BROWN | | | MS. DEAN | | | MR. SHEARER | | | | ||||
The primary responsibilities of the non-management directors is held in conjunction with each regular meeting of the Board. Our independent directors also meet in regularly scheduled executive sessions at which only independent directors are present. Mr. Shearer serves as the presiding director at these executive sessions.
The Nominating and Governance Committee is responsible for (a) identifyingare to:
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identify individuals believed to be qualified to become members of the Board, (b) recommendingBoard;
•
recommend candidates to thefill Board to fill vacancies and newly-created director positions, and (c) recommending to the Boardpositions;
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recommend whether incumbent directors should be nominated for re-election to the Board upon the expiration of their terms. Theterms;
18|YETI2023 PROXY STATEMENT
CORPORATE GOVERNANCE
•
recommend corporate governance guidelines applicable to the Board and YETI’s employees;
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oversee the evaluation of the Board and its committees;
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assess and recommend Board members to the Board for committee membership; and
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assist the Board with management succession planning.
For an overview of the Nominating and Governance Committee’s process for evaluating and selecting potential board candidates, see “— Director Nomination Process” below.
DIRECTOR NOMINATION PROCESS
YETI’s Nominating Policy, which describes the process for evaluating and selecting potential director candidates, is administered by the Nominating and Governance Committee is also responsible for periodically assessing, developing and communicating with the full Board concerning the appropriate criteriaattached to be utilized in nominating and appointing directors.
Subject to the terms of the Stockholders Agreement, theits charter. The Nominating and Governance Committee has established the following minimum criteria for evaluating prospective Board candidates:
•Reputation
reputation for integrity, strong moral character and adherence to high ethical standards.
standards;
•Holds
holds or has held a generally recognized position of leadership in the community and/or chosen field of endeavor and has demonstrated high levels of accomplishment.
accomplishment;
•Demonstrated
demonstrated business acumen and experience, and ability to exercise sound business judgment and common sense in matters that relate to the current and long-term objectives of YETI.
YETI;
•Ability
ability to read and understand basic financial statements and other financial information pertaining to YETI.
YETI;
•Commitment
commitment to understand YETI and its business, industry and strategic objectives.
objectives;
•Commitment
commitment and ability to regularly attend and participate in meetings of the Board, Board committees and stockholders, and ability to generally fulfill all responsibilities as a director of YETI.
YETI;
•Willingness
willingness to represent and act in the interests of all stockholders of YETI rather than the interests of a particular group.
group;
•Good
good health and ability to serve.
serve;
•For prospective non-employee directors,
independence under applicable Securities and Exchange Commission (the "SEC")SEC and NYSE rules, and the absence of any conflict of interest (whether due to a business or personal relationship) or legal impediment to, or restriction on, the nominee serving as a director, it being understood that not all directors are required to be independent under the NYSE listing standards.
standards; and
•Willingness
willingness to accept the nomination to serve as a director of YETI.
The Nominating and Governance Committee will also consider the following factors in connection with its evaluation of each prospective nominee:
•Whether
whether the prospective nominee will foster a diversity of backgrounds, skills, perspectives and experiences.
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Tableexperiences (based on a consideration of Contents
- the personal characteristics, skills and experience of all current and prospective directors, including gender, race and ethnicity) to provide for the representation of a broad range of perspectives on the Board;
•For
for potential Audit Committee members, whether the nominee possesses the requisite education, training and experience to qualify as "financially literate"“financially literate” or as an "audit“audit committee financial expert"expert” under applicable NYSE and SEC rules.
rules;
•For
for incumbent directors standing for re-election, the incumbent director'sdirector’s performance during his or her term, including the number of meetings attended, level of participation, overall contribution to YETI, and any changed circumstances affecting the individual director that may bear on his or her ability to continue to serve on the Board.
Board; and
•The
the composition of the Board and whether the prospective nominee will add to or complement the Board'sBoard’s existing strengths.
YETI2023 PROXY STATEMENT|19
CORPORATE GOVERNANCE
Our Corporate Governance Guidelines provide that no director may stand for election after reaching age 75 unless the Board approves an exception to this guideline on a case-by-case basis.
The Nominating and Governance Committee solicits ideas for possible director candidates from a number of sources—sources — including members of the Board, our Chief Executive OfficerCEO and other senior-level executive officers, individuals personally known to the members of the Board, our other outside advisors and the potential re-nomination of incumbent directors. The Nominating and Governance Committee may also employ professional search firms (for which it would pay a fee) to assist it in identifying potential members of the Board.
Beginning in 2018, the Nominating and Governance Committee engaged Heidrick & Struggles International, Inc., an independent third-party search firm (“Heidrick & Struggles”), to assist in the process of identifying and evaluating potential independent director candidates.
Since our initial public offering (“IPO”), the Board has appointed four new independent directors, including Mary Lou Kelley, who was appointed in February 2019 and initially elected by our stockholders at our 2020 Annual Meeting of Stockholders, Frank D. Gibeau, who was appointed in January 2020 and was initially elected by our stockholders at our 2022 Annual Meeting of Stockholders, and Tracey D. Brown and Alison Dean, who were each appointed to the Board in 2020 and initially elected by our stockholders at our 2021 Annual Meeting of Stockholders. The Board has selected Ms. Kelley, Mr. McCoy and Mr. Shearer as the Class II director nominees for election at the Annual Meeting.
The Nominating and Governance Committee will also consider any suggestions of director nominees from stockholders and will evaluate any such prospective nominees in the same manner and against the same criteria as any other prospective nominee identified from any other source. AnyIn addition, any stockholder may nominate one or more persons for election as one of our directors at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our Amended and Restated Bylaws (the "Bylaws"“Bylaws”). See "Stockholders' Proposals"“— Director Nominations and Stockholder Proposals” in this proxy statementProxy Statement and "Notice“Notice of Stockholder Business and Nominations"Nominations” in the Bylaws.
The Nominating and Governance Committee will evaluate properly identified candidates, including nominees recommended by stockholders. The Nominating and Governance Committee also takes into account the contributions of incumbent directors as Board members and the benefits to us arising from the experience of incumbent directors on the Board. In addition, the Nominating and Governance Committee will consider whether a candidate (including a candidate recommended by stockholders) meets the qualifications set forth in YETI'sYETI’s Corporate Governance Guidelines.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 2022, the Board
We encourage our stockholders or other interested persons to communicate with our Board. Written communications to members of the Board,Compensation Committee were Mr. McCoy, Ms. Brown, Mr. Gibeau, and Ms. Kelley. During fiscal 2022, no member of the non-managementCompensation Committee had any material interest in a transaction of YETI or independenta business relationship with, or any indebtedness to, YETI, and none of such directors is currently or formerly an officer or employee of YETI.
None of the members of the Compensation Committee serves as an executive officer of any other entity that has a member of its compensation committee (or if no committee performs that function, the board of directors) serving as one of our Boardexecutive officers. None of our executive officers have served as members of a compensation committee (or if no committee performs that function, the board of directors) or a director of any other entity that has an executive officer serving as a groupmember of the Compensation Committee or a member of the Board.
BOARD FUNCTION, LEADERSHIP STRUCTURE, AND EXECUTIVE SESSIONS
The Board oversees the performance of YETI’s CEO and other senior management of YETI and works to assure that the best interests of stockholders are served.
The Board does not have a policy requiring either that the positions of the Chair of the Board canand CEO should be sent to the following: Board of Directors, c/o YETI Holdings, Inc., 7601 Southwest Parkway, Austin, Texas 78735. All such communications willseparate or that they should be forwarded to the applicable directors for their review, except for communications that (a) contain material that is not appropriate for reviewoccupied by the same individual. The Board based uponbelieves that this issue is properly addressed as part of the Bylawssuccession planning process and that it is in the established practicebest interests of YETI for the Board to make a determination on these matters when it elects a new CEO or Chair of the
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Board, or at other times when consideration is warranted by the circumstances. Currently, the roles are separate, with Mr. Reintjes serving as our CEO and procedureMr. Shearer, one of our independent directors, serving as Chair of the Board.
The Board is led by the Chair of the Board, or (b) contain improper or immaterial information.
At least annually, the Nominating and Governance Committee oversees an evaluation of the performanceMr. Shearer. The Chair of the Board oversees planning of the annual Board calendar and, each director. As partin consultation with the other directors, schedules and sets the agenda for meetings of this process, the Board conducts a self-evaluation to determine whetherBoard. In addition, the Board and its committees are functioning effectively.
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The Board has determined that eight directors, three of whom are independent, is the appropriate size for YETI. The number of directors is fixed from time to time by resolutionChair of the Board pursuantprovides guidance and oversight to members of management and acts as the Certificate of Incorporation.Board’s liaison to management. In addition, underthis capacity, the Stockholders Agreement, Cortec has the right to nominate (a) three directors so long as it beneficially owns at least 30% of our outstanding shares of common stock, (b) two directors so long as it beneficially owns at least 15% but less than 30% of our outstanding shares of common stock, and (c) one director so long as it beneficially owns at least 10% but less than 15% of our outstanding shares of common stock.
The RoleChair of the Board is actively engaged in Succession Planning
significant matters affecting YETI.
The Board believes that this leadership structure is appropriate for YETI at this time because it provides our Chair of the Board with the readily available resources to manage the affairs of the Board while allowing our CEO to focus more on operational and management functions. An executive session of the non-management, independent directors is held in conjunction with each regular meeting of the Board.
THE ROLE OF THE BOARD IN SUCCESSION PLANNING
The Board believes effective succession planning, particularly for the Chief Executive Officer,CEO, is important to the continued success of YETI. ThePursuant to YETI’s Corporate Governance Guidelines, the Compensation Committee will,shall, at least annually, make a report to the Board on succession planning for executive officers of YETI. In addition, at least annually, the Nominating and Governance Committee will make a report to the Board on succession planning for the Chair of the Board. YETI'sYETI’s succession plan will include appropriate contingencies in case the Chair of the Board, the Chief Executive OfficerCEO or another key executive officer of YETI retires, resigns, dies or is incapacitated. The Board, with the assistance of the Nominating and Governance Committee or Compensation Committee, as applicable, will evaluate potential successors to the Chair of the Board, the Chief Executive OfficerCEO and other key executive officers of YETI. The Chair of the Board and the Chief Executive OfficerCEO contribute to these evaluations by making available their recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.
THE ROLE OF THE BOARD IN RISK OVERSIGHT
As part of its oversight function, the Board monitors various risks that we face.plays an active role, both as a whole and at the committee level, in overseeing management of YETI’s risks. The Audit Committee assists the Board in fulfilling itshas primary oversight responsibility with respect to financial risks as well as oversight responsibility for financial reporting and meets periodically with management to review financial risk exposures and YETI's policies and guidelines concerningour overall risk assessment and risk management.management policies and systems. The Audit Committee oversees our procedures for the receipt, retention, and treatment of complaints relating to accounting and auditing matters and oversees our management of legal, ethics and regulatory compliance programs. The Audit Committee regularly interacts with our accounting and legal personnel, internal audit team, ethics & compliance team, and our independent auditors in fulfillment of this oversight function. Our Audit Committee also oversees risks related to our information technology systems, processes, and procedures, including risks related to cybersecurity and data privacy. The Compensation Committee oversees risks relating to our compensation plans and programs, human capital management, management continuity and succession planning. The Compensation Committee has reviewed and considered our compensation policies and programs in light of the Board’s risk assessment and management responsibilities and will continue do so in the future on an annual basis. The Compensation Committee believes that we have no compensation policies and programs for our executives and other employees that give rise to risks reasonably likely to have a material adverse effect on us. The Compensation Committee also, assistson at least an annual basis, considers and evaluates the independence and potential conflicts of interest of its advisors, including its independent compensation consultant.
Management is responsible for our day-to-day risk management activities and oversees areas of material risk, which may include operational, financial, legal and regulatory, human capital, information technology and security, and strategic and reputational risks. Senior management attends Board and Board committee meetings at the invitation of the Board with this functionor its committees and is available to address any questions or concerns raised by assessing risks associated with our compensation programs in consultation withthe Board on risk management and any other matters. The Audit and Compensation Committees also rely on the advice and counsel of our independent registered public accounting firm and independent compensation consultant, respectively, to raise awareness of any risk
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issues that may arise during their regular reviews of our financial statements, audit work, and executive compensation policies and practices. The Board is updated on each committee’s risk oversight and other activities via meeting reports from each committee chair to the full Board at each Board meeting.
YETI has established an enterprise risk framework for identifying, aggregating, and evaluating risk across the enterprise. The risk framework is integrated with YETI’s annual planning, audit scoping, and control evaluation testing by its internal auditor. YETI’s senior leadership team is charged with oversight of our enterprise risk management program and assessing and managing our legal, regulatory, and other compliance obligations on a global basis. The Chief Compliance Officer and Chief Technology Officer regularly report to the Audit Committee and other relevant committees of the Board, regarding our enterprise risk management program, including information security matters (such as fraud, data privacy, and cybersecurity risk and developments), global trade, sanctions, anti-bribery, and/or product safety, as well as the steps management has taken to monitor and control such exposures, and legal and compliance affairs. The internal audit team annually facilitates an enterprise risk assessment with senior management and updates the Audit Committee and other relevant committees of the Board regarding our risk analyses, assessments, risk mitigation strategies, and activities. We operate a risk-based cybersecurity program dedicated to protecting the confidentiality, integrity and availability of our information. We utilize a layered approach in protecting against, and the detection of, cybersecurity incidents, and leverage outside compensation consultant.
Codepartnerships to gain intelligence on threats and continue to adjust our protection mechanisms to be effective. We have systems in place to securely receive and store that information and to detect, contain, and respond to data security incidents. We also have a cybersecurity and information security training and compliance program in place to support our employees and directors. As part of Ethicsthis program, YETIzens receive training at least annually on cybersecurity, data privacy, and Business Conduct
information security. YETI also maintains a cybersecurity and information security risk insurance policy. Although we have numerous controls to protect against common attacks, some attacks may still be effective. Our controls are designed to detect, triage and eradicate these attacks. Over the past three years, YETI has not experienced a material cybersecurity or information security breach and has not incurred expenses related to the investigation of any such breach.
CODE OF BUSINESS CONDUCT
We adopted aare dedicated to maintaining the highest ethical standards throughout our business and operations. YETI’s written code of ethics and business conduct that(the “COBC”) applies to our directors, executive officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The COBC expands upon YETI’s commitment to legal and disclosure compliance and more fully addresses the protection and proper use of YETI’s assets. It includes provisions to promote compliance with applicable governmental laws, rules and regulations, including, without limitation, securities laws, antitrust laws, and anti-bribery and anti-corruption laws. The COBC also implements more detailed standards for reporting and enforcement of violations of the COBC.
A current copy of the codeCOBC is posted under "Governance"“Governance” on the Investor Relations section of our website, www.yeti.com.www.YETI.com. To the extent required by applicable rules adopted by the SEC and the NYSE, we intend to disclose future amendments to, certain provisions of the code, or waivers of such provisionsfrom, the COBC granted to our executive officers and directors at this location.
BOARD ASSESSMENTS
At least annually, the Nominating and Governance Committee oversees an evaluation of the performance of the Board as a whole, each committee of the Board, and each director. As part of this process, (a) the Board conducts a self-assessment of the Board as a whole to determine, among other matters, whether the Board is functioning effectively; (b) each committee of the Board conducts a self-assessment of the committee’s effectiveness; and (c) the directors undertake a peer assessment. The results of these assessments are considered by the Nominating and Governance Committee and the Board in this location on our websiteconnection with recommending and selecting director nominees for election at www.yeti.com.
each annual meeting of stockholders.
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ANTI-HEDGING AND ANTI-PLEDGING POLICIES
Pursuant to YETI’s Insider Trading Policy,
Directors, directors, executive officers, other employees and third-party consultants or independent contractors whose business relationship with YETI provides access to material nonpublic information regarding YETI may not engage in transactions of a speculative nature regarding YETI securities at any time, including, but not limited to, put options, margining YETI securities, or otherwise pledging YETI securities as collateral or entering into any other hedging transactions. In addition, directors, executive officers, other employees and such third-party consultants or independent contractors are prohibited at all times from short-selling YETI common stock or engaging in transactions involving YETI-based derivative securities,
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including, but not limited to, trading in YETI-based put or call option contracts, transacting in straddles, and the like.
COMMUNICATION WITH THE BOARD
We encourage our stockholders and Its Committees
In 2018, following the effectiveness of our registration statement on Form S-1 relatingother interested persons to our initial public offering (our "IPO") on October 24, 2018, our Board met once on December 5, 2018. All directors attended 100% of the meetings of the Board and of the committees on which they served during the time they served on the Board in 2018 following the effectiveness of our registration statement covering our IPO.
Our Board currently has, and appoints the members of, a standing Audit Committee, Compensation Committee and Nominating and Governance Committee. Each of those committees has a written charter approved bycommunicate with the Board. The current charter for each standing Board committee is posted under "Governance" in the Investor Relations section of our website, www.yeti.com.
The current members of the committees are identified below. Our Board determined that each of Ms. Kelley and Messrs. McCoy and Shearer is independent under the NYSE listing standards and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). PursuantWritten communications to Rule 10A-3(b)(1)(iv)(A)(2) under the Exchange Act, we have until October 24, 2019, one year from the effective date of our registration statement covering our IPO, to have an audit committee consisting entirely of independent directors. Until such date, Rule 10A-3 requires only a majority of our Audit Committee to consist of independent directors. Currently, our Audit Committee consists of two independent directors (Messrs. McCoy and Shearer) and one non-independent director (Mr. Najjar). We intend to comply with the independence requirements outlined here such that all members of our Audit Committee will be independent on or before October 24, 2019. Except as provided under "—Controlled Company Exemption" above, we will continue to comply with all other Board and Board committee independence requirements of the SEC and the NYSE.
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Mr. Shearer (Chair)Mr. McCoyMr. Najjar
The Audit Committee held two meetings during 2018 following the effectiveness of our registration statement covering our IPO. The Audit Committee's role is financial oversight. Our management is responsible for preparing financial statements, and our independent registered public accounting firm is responsible for auditing those financial statements.
The Audit Committee's responsibilities include (a) assisting the Board in fulfilling its oversight responsibilities with respect to (i) the integrity of YETI's financial statements, (ii) YETI's compliance with legal and regulatory requirements, (iii) the independent auditors' qualifications, independence and performance, and (iv) the performance of YETI's internal audit function; (b) preparing the Audit Committee's annual report included in this proxy statement; (c) advising and consulting with management and the Board regarding the financial affairs of YETI; and (d) appointing, compensating, retaining, terminating and overseeing the work of YETI's independent auditors.
Our Board has determined that Mr. Shearer qualifies as an "audit committee financial expert" within the definition established by the SEC. For more information on Mr. Shearer's background, see his biographical information under "Proposal 1. Election of Directors—Class II Directors."
Mr. McCoy (Chair)Ms. KelleyMr. Schnadig
The Compensation Committee met once during 2018 following the effectiveness of our registration statement covering our IPO. The Compensation Committee has overall responsibility for our executive and non-employee director compensation plans, policies and programs including our 2012 Equity and Performance Incentive Plan (as amended and restated June 20, 2018) (the "2012 Plan"), our 2018 Equity and Incentive Compensation Plan (the "2018 Plan") and our Non-Employee Director Compensation Policy.
The Compensation Committee establishes and administers YETI's policies, programs and procedures for compensating and providing benefits to its executives. It also makes recommendations to the Board regarding the compensation of non-employee directors. Among other responsibilities, the Compensation Committee has direct responsibility for (a) reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer's compensation, evaluating the Chief Executive Officer's performance in light of these goals and objectives, and, either as a committee or together with the independent directors (as directed by the Board), determining and approving the Chief Executive Officer's compensation level based on this evaluation; (b) reviewing and approving corporate goals and objectives relevant to other executive officer compensation, evaluating the other executive officers' performance in light of these goals and objectives, and determining and approving the compensation level of each other executive officer based on this evaluation; (c) making recommendations to the Board with respect to incentive-compensation plans and equity-based plans; and (d) making recommendations to the Board with respect to non-employee director compensation. In performing its responsibilities, the Compensation Committee takes into account the recommendations of the Chief Executive Officer and Senior Vice President of Talent in determining the compensation of executive officers other than with respect to the Chief Executive Officer or Senior Vice President of Talent, as applicable. Otherwise, our executive officers do not have any role in determining the form or amount of compensation paid to our executive officers.
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The Compensation Committee has retained Frederic W. Cook & Co., Inc. ("FW Cook") as its independent compensation consultant. During the fiscal year ended December 29, 2018, FW Cook advised on and assisted with the review and evaluation of executive compensation and compensation of our non-employee directors. During the fiscal year ended December 29, 2018, FW Cook provided no services to YETI other than consulting services to the Compensation Committee regarding executive and non-employee director compensation. The Compensation Committee has reviewed the independence of FW Cook under the specific independence factors adopted by the SEC and NYSE and determined that FW Cook's work does not raise any conflicts of interest.
Compensation Committee Interlocks and Insider Participation
During the fiscal year ended December 29, 2018, the members of the Compensation Committee were Messrs. McCoy and Schnadig. During the 2018 fiscal year, Mr. McCoy did not have any material interest in a transaction of YETI or a business relationship with, or any indebtedness to, YETI.
Mr. Schnadig is a Managing Partner of Cortec, our principal stockholder. See "Certain Relationships and Related Party Transactions" for a description of our prior management services agreement with Cortec, which was terminated in connection with our IPO. Mr. Schnadig also was an officer of YETI and YETI Coolers, LLC until September 26, 2018.
None of the members of the Compensation Committee serves as an executive officer of any other entity that has a member of its compensation committee (or if no committee performs that function, the board of directors) serving as one of our executive officers. None of our executive officers have served as members of a compensation committee (or if no committee performs that function, the board of directors) or a director of any other entity that has an executive officer serving as a member of the Compensation Committee or a member of our Board.
Nominating and Governance Committee
Mr. Schnadig (Chair)Mr. NajjarMr. Shearer
The Nominating and Governance Committee met once during 2018 following the effectiveness of our registration statement covering our IPO. The Nominating and Governance Committee is responsible for (a) identifying individuals qualified to become members of the Board, (b) recommending candidates to fill Board vacancies and newly-created director positions, (c) recommending whether incumbent directors should be nominated for re-election to the Board upon the expiration of their terms, (d) recommending corporate governance guidelines applicable to the Board and YETI's employees, (e) overseeing the evaluationnon-management or independent members of the Board and its committees and (f) assessing and recommendingas a group, or the Chair of the Board memberscan be sent to the following: Board for committee membership. See "—Director Nomination Process" above. For a description of Cortec's right to nominate directors to our Board pursuantDirectors, c/o YETI Holdings, Inc., 7601 Southwest Parkway, Austin, Texas 78735. All such communications will be forwarded to the Stockholders Agreement, see "—applicable directors for their review, except for communications that (a) contain material that is not appropriate for review by the Board Function, Leadership Structure,based upon the Bylaws and Executive Sessions"the established practice and "—procedure of the Board, Size and Composition" above. This committee also assists our Board with management succession planning and director and officer insurance coverage.
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NON-EMPLOYEE DIRECTOR COMPENSATION
Our directors receive compensation in accordance with our Non-Employee Director Compensation Policy. Unless otherwise determined by our Board, non-employee directors compensated by Cortec will not receive compensation (other than reimbursementAll of expenses and discounts on YETI products) for their participation on our Board or involvement on any of its committees.
The following table sets forth information regarding all compensation awarded to, earned by, or paid to our non-employee directors during 2018:
Name | Fees earned or paid in cash(1) ($) | Stock Awards(2) ($) | Total ($) | |||
| | | | | | | |
Dustan E. McCoy | 18,611 | 120,000 | 138,611 | |||
| | | | | | | |
Robert K. Shearer | 18,611 | 120,000 | 138,611 | |||
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(1)Represents retainer for Board service and for committee chair and committee service. Each of Messrs. McCoy and Shearer elected to defer their annual cash retainer and committee cash fees into deferred stock units ("DSUs").(2)Represents the grant date fair value of restricted stock units ("RSUs") granted on October 25, 2018. Assumptions used in the calculation of these amountsareincluded in Note 7 – Stock-Based Compensation of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2018. Mr. Shearer electedcurrently eligible to receiveDSUs in lieu of the RSUs. As of December 29, 2018, Mr. McCoy held 3,361 DSUs and 6,666 RSUs, and Mr. Shearer held 10,027 DSUs.
ANNUAL CASH COMPENSATION
Our non-employee directors receive an annual cash retainer of $75,000, which, absent a deferral election described below, is paid quarterly in arrears and pro-rated based on days of service on ourthe Board. Each non-employee director is also entitled to receive additional cash compensation for committee membership or service as a chair as follows:
•Non-Executive Chair of our Board: $60,000•Lead or Presiding Director of our Board (if any): $40,000•Chair of the Audit Committee: $20,000•Audit Committee member: $10,000•Chair of the Compensation Committee: $15,000•Compensation Committee member: $7,500•Chair of the Nominating and Governance Committee: $10,000•Nominating and Governance Committee member: $5,000•Chair of Special Committee (e.g., strategic transactions, investigations, key employee searches): to
| | | Position | | | | Annual Retainer ($) | | | |||
| | | Non-Executive Chair of the Board | | | | | | 80,000 | | | |
| | | Lead or Presiding Director of the Board (if any) | | | | | | 40,000 | | | |
| | | COMMITTEE CHAIRS | | | | | | | | | |
| | | • Audit Committee | | | | | | 20,000 | | | |
| | | • Compensation Committee | | | | | | 15,000 | | | |
| | | • Nominating and Governance Committee | | | | | | 10,000 | | | |
| | | • Special Committee (e.g., strategic transactions, investigations, key employee searches) | | | | ** | | | |||
| | | COMMITTEE MEMBERS | | | | | | | | | |
| | | • Audit Committee | | | | | | 10,000 | | | |
| | | • Compensation Committee | | | | | | 7,500 | | | |
| | | • Nominating and Governance Committee | | | | | | 5,000 | | | |
| | | • Special Committee (if established) | | | | | | 7,500 | | | |
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**
To be determined if and when theany Special Committee is established
•Member of Special Committee (if established): $7,500
Asestablished.
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CORPORATE GOVERNANCE
By the end of the date of eachtaxable year before the next annual meeting of our stockholders, or on a pro rata basis as of the date of a non-employee director'sdirector’s initial election or appointment to ourthe Board, non-employee directors are able, subject to compliance with tax deferral rules, to elect to defer into DSUs all or part of the annual cash
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retainer, or chair or committee cash fees, that would be earned between such date and our next annual meeting of stockholders, which we refer to as the service period. Such DSUs would be issued on the first day of the service period on the basis of our stock price on the date of grant, rounded down for any partial shares. Such DSUs would vest on the earlier to occur of (a) the first anniversary of the date of grant and (b) the next following annual meeting of our stockholders, subject to the director'sdirector’s continued service through the applicable vesting date. For a director who elected DSUs in lieu of cash fees at the time of our IPO in October 2018, the DSUs will vest in full immediately prior to the Annual Meeting, subject to the director's continued service through such date. Any vested DSUs will be settled in shares of our common stock on the earlier of (a) a date specified by the non-employee director in his or her deferral election form and (b) the six-month anniversary of the non-employee director'sdirector’s cessation of service on ourthe Board.
During any period of deferral, non-employee directors will accrue dividend equivalents on their DSUs as, if and when dividends are paid on shares of our common stock. The definitive terms regarding any DSUs will be set forth in the DSU award agreement and the accompanying deferral election form completed by the applicable director.
All of our directors are reimbursed for their reasonable out-of-pocket expenses related to their service as a member of ourthe Board or one of its committees.
Each non-employee director serving on our Board immediately following the pricing of our IPO in October 2018 was granted on October 25, 2018 an award of RSUs for a number of shares equal to (a) $120,000 divided by (b) the price at which a share of our common stock was initially offered to the public, rounded down for any partial shares. This award vests in full in one installment immediately prior to the Annual Meeting, subject to the director's continued service through such date.
EQUITY COMPENSATION
On the date of each annual meeting of our stockholders, or on a pro rata basis upon initial election or appointment to ourthe Board, non-employee directors are granted an award of RSUs with a value of $120,000 (based on our closing stock price on the date of grant). This award will vest in full in one installment on the earlier to occur of (a) the first anniversary of the date of grant and (b) immediately prior to our next annual meeting of our stockholders, subject to the director'sdirector’s continued service through the applicable vesting date.
Our non-employee directors are able to elect to defer all or part of the grant of RSUs in the form of DSUs, which will vest in full in one installment on the same basis as a non-employee director'sdirector’s RSUs vest and will be settled in shares of our common stock on the earlier to occur of (a) the date specified by the non-employee director in his or her deferral election form and (b) the six-month anniversary of the non-employee director'sdirector’s cessation of service on ourthe Board.
During any period of deferral, non-employee directors will accrue dividend equivalents on their DSUs as, if and when dividends are paid on shares of our common stock. The definitive terms regarding any DSUs will be set forth in the DSU award agreement and the accompanying deferral election form completed by the applicable director.
COMPANY PRODUCT DISCOUNT
Directors are entitled to a discount to the suggested retail price of certain of our products.
Non-Employee Director Stock Ownership Guidelines
Under our
NON-EMPLOYEE DIRECTOR STOCK OWNERSHIP GUIDELINES
The Board has adopted stock ownership guidelines eachfor directors which specify target amounts of share ownership. Each of our non-employee directors who receives compensation from us for his or her service on ourthe Board is required to own stock in an amount equal to not less than five times his or her annual cash retainer. For purposes of this requirement, a non-employee director'sdirector’s holdings include shares of our common stock held directly or indirectly, individually or jointly, as well as
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vested or earned share awards, that have beenincluding, but not limited to, (a) vested or earned restricted or performance stock and (b) shares underlying vested or earned restricted stock units, performance stock units and unexercised stock options, in all cases whether or not deferred for future delivery.
Until the stock ownership requirements have been satisfied, non-employee directors are required to retain 100% of the shares received upon settlement of restricted stock RSUs or performance sharesRSUs (net of shares with a value equal to the amount of taxes owed by such non-employee director in respect of such settlement).
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FISCAL 2022 DIRECTOR COMPENSATION TABLE
The table below sets forth information regarding all compensation awarded to, earned by, or paid to our non-employee directors during fiscal 2022.
| | | Name | | | | Fees earned or paid in cash(1) ($) | | | | Stock Awards(2) ($) | | | | Total ($) | | | |||||||||
| | | Tracey D. Brown | | | | | | 83,859 | | | | | | | 120,000 | | | | | | | 203,859 | | | |
| | | Alison Dean | | | | | | 87,620 | | | | | | | 120,000 | | | | | | | 207,620 | | | |
| | | Frank D. Gibeau | | | | | | 88,866 | | | | | | | 120,000 | | | | | | | 208,866 | | | |
| | | Mary Lou Kelley | | | | | | 92,638 | | | | | | | 120,000 | | | | | | | 212,638 | | | |
| | | Dustan E. McCoy | | | | | | 100,149 | | | | | | | 120,000 | | | | | | | 220,149 | | | |
| | | David L. Schnadig(3) | | | | | | 30,000 | | | | | | | — | | | | | | | 30,000 | | | |
| | | Robert K. Shearer | | | | | | 180,268 | | | | | | | 120,000 | | | | | | | 300,268 | | | |
(1)
Represents retainers for Board service and for Board chair, committee chair and committee service. Ms. Kelley and Messrs. Gibeau and Shearer elected to defer a portion of their annual cash retainer and committee cash fees.
(2)
Represents the grant date fair value of restricted stock units (“RSUs”) granted on May 5, 2022 calculated in accordance with FASB Accounting Standards Codification Topic 718 (“718”). Gibeau and Shearer elected to receive DSUs in lieu of the RSUs. As of December 31, 2022, Ms. Brown held 3,796 DSUs, Ms. Dean held 1,342 DSUs and 2,393 RSUs, Mr. Gibeau held 6,322 DSUs, Ms. Kelley held 12,340 DSUs, Mr. McCoy held 3,155 DSUs and 2,393 RSUs, and Mr. Shearer held 31,555 DSUs.
(3)
Mr. Schnadig resigned from the Board effective March 9, 2022, and his unvested RSUs were forfeited at the time of his resignation in accordance with his RSU award agreement.
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EXECUTIVE COMPENSATION
PROPOSAL 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS
In accordance with the requirements of Section 14A of the Exchange Act and the shares receivedrelated rules of the SEC, our stockholders have the opportunity to approve, on exercisean advisory (non-binding) basis, the compensation paid to our named executive officers (“NEOs”) as disclosed pursuant to the SEC’s compensation disclosure rules, which disclosure includes the Compensation Discussion and Analysis, the compensation tables, and the narrative disclosures that accompany the compensation tables (a “say-on-pay” vote). At our 2020 Annual Meeting of stock options (netStockholders, stockholders voted on a non-binding proposal to advise on whether the advisory vote on executive compensation should occur every one, two or three years. As a majority of shares tendered or withheldour stockholders voted in favor of an annual advisory vote, the Board decided to annually provide stockholders with an advisory vote on the compensation of our NEOs. Accordingly, YETI is providing stockholders with its annual advisory vote on executive compensation. We are asking stockholders to indicate their support for our NEOs’ compensation as described in this Proxy Statement by voting “For” the following resolution at the Annual Meeting:
“RESOLVED, that the compensation paid to the named executive officers, as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules, which disclosure includes the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure, is hereby approved.”
As an advisory vote, this proposal is not binding. However, the Board and the Compensation Committee, which is responsible for designing and administering our executive compensation program, value the opinions expressed by stockholders in their vote on this proposal and will consider the outcome of the vote when making future executive compensation decisions.
As described in detail in the Compensation Discussion and Analysis, our executive compensation program is designed to motivate and reward exceptional performance in a straightforward and effective way, while also recognizing the size, scope, and success of YETI’s business. We believe that our executive compensation program, with its balance of short-term incentives and long-term incentives, rewards sustained performance that is aligned with long-term stockholder interests. We encourage stockholders to read the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosures, which set forth the details of our executive compensation program.
| | ✓ | | | The Board unanimously recommends that stockholders vote “FOR” the approval, on an advisory basis, of the compensation paid to our NEOs as disclosed in this Proxy Statement. | |
26|YETI2023 PROXY STATEMENT
EXECUTIVE COMPENSATION
EXECUTIVE OFFICERS
Below is a list of the names, ages, positions, and a brief summary of the business experience of individuals who serve as our executive officers.
| | | Name | | | | Age (as of March 20, 2023) | | | | Position | | | |||
| | | Matthew J. Reintjes | | | | | | 47 | | | | | President and Chief Executive Officer, Director | | |
| | | Michael J. McMullen | | | | | | 49 | | | | | Senior Vice President, Chief Financial Officer and Treasurer | | |
| | | S. Faiz Ahmad | | | | | | 51 | | | | | Senior Vice President, Chief Commercial Officer | | |
| | | Bryan C. Barksdale | | | | | | 52 | | | | | Senior Vice President, General Counsel and Secretary | | |
| | | Kirk A. Zambetti | | | | | | 54 | | | | | Senior Vice President of Sales | | |
| | | Martin H. Duff | | | | | | 47 | | | | | Senior Vice President, Supply Chain and Operations | | |
Matthew J. Reintjes. Mr. Reintjes’ biographical information is disclosed on page 10 of this Proxy Statement under “Class I Director Nominees (for Terms Expiring in 2025).”
Michael J. McMullen. Mr. McMullen was appointed by our Board to serve as Senior Vice President, Chief Financial Officer and Treasurer in February 2023. Prior to that, Mr. McMullen served as our interim Chief Financial Officer and Treasurer since October 2022. Mr. McMullen joined YETI as Head of Financial Planning & Analysis in February 2016 and served as Vice President of Finance from March 2017 until his appointment as interim Chief Financial Officer and Treasurer. Prior to joining us, Mr. McMullen served for twelve years with Dell Inc. in various financial roles and for five years with PricewaterhouseCoopers. Mr. McMullen holds a B.B.A. in Accounting from Texas A&M University and an M.B.A. from Northwestern University Kellogg School of Management.
S. Faiz Ahmad. Mr. Ahmad joined YETI in August 2022 as Senior Vice President and Chief Commercial Officer and brought more than 20 years of global leadership expertise, as well as direct-to-consumer strategy development and global execution experience. Prior to joining YETI, he was CEO, Direct to Consumer at Optum, a subsidiary of United Health Group. While there, he led the creation and go-to-market strategy for Optum’s direct to consumer digital health marketplace for care and pharmacy needs. Previously, he served as Senior Director and Global Head for the paymentApple Online Store and Apple Retail Market Development for Apple Inc. While at Apple, he was responsible for the growth strategy, including customer acquisition and affinity programs, for Apple’s retail markets. Prior to that, he held leadership positions at Delta Airlines, and, in his last role as the Managing Director, managed Delta’s digital and customer facing touch points while overseeing the overall digital strategy, global business development, product roadmaps and experience design. Mr. Ahmad received his Master of Business Administration from Emory University and graduated from the Manipal Institute of Technology in India with a bachelor’s degree in engineering. Mr. Ahmad serves on the board of directors for LendingClub Corporation (NYSE: LC).
Bryan C. Barksdale. Mr. Barksdale has served as our General Counsel since August 2015 and our Secretary since December 2015. Mr. Barksdale was named as a Senior Vice President in September 2018. Prior to joining us, Mr. Barksdale served as General Counsel of iFLY Holdings, Inc., a designer, manufacturer, and operator of vertical wind tunnels used in indoor skydiving facilities, from January 2015 to July 2015. From August 2010 to January 2015, Mr. Barksdale served as Chief Legal Officer, General Counsel, and Secretary of Bazaarvoice, Inc., a social commerce software-as-a-service company. From February 2005 to August 2010, Mr. Barksdale practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati, Professional Corporation. Mr. Barksdale previously practiced corporate and securities law with Brobeck, Phleger & Harrison LLP and with Andrews Kurth LLP. Mr. Barksdale holds a B.A. from The University of Texas at Austin, an M.Ed. from the University of Mississippi, and a J.D. from Washington & Lee University School of Law.
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Kirk A. Zambetti. Mr. Zambetti has served as our Senior Vice President of Sales since September 2018. Mr. Zambetti was named as our Vice President of Sales in August 2016. Prior to joining us, Mr. Zambetti was the Vice President of Sales for North America for Danaher’s Dental Technologies division from October 2008 to August 2016, and was Director of Key Accounts, North America dating back to March 2007. Prior to Danaher, Mr. Zambetti held various commercial leadership and sales roles with leading medical device manufacturers and distributors, including Siemens, ANSI, Urologix, and PSS WorldMedical. Mr. Zambetti holds a B.A. in History from Hampden-Sydney College.
Martin H. Duff. Mr. Duff joined YETI in November 2022 as SVP, Supply Chain & Operations to oversee all global sourcing planning, quality, logistics, fulfillment and inventory controls and YETI-wide continuous improvement initiatives. Before joining YETI, Mr. Duff spent 11 years at VF Corporation in several supply chain leadership roles. He most recently served as the Vice President, Supply Chain — America’s Region, where he led all supply chain planning, inventory management, customer service, distribution and logistics functions for brands including The North Face, Vans, Supreme, Timberland and Dickies across the US, Canada, Mexico, and distributor markets. Before this role, Mr. Duff lived in Hong Kong as the Vice President, Footwear Sourcing & Digital Product Creation for Vans, The North Face, Timberland, Altra, and Reef across China, Vietnam, Bangladesh, Cambodia, and the Philippines. Before his time at VF Corporation, Mr. Duff spent nine years at Johnson & Johnson and served in several operational leadership positions overseeing supply chain and operational logistics for brands such as Neutrogena and the Oral Care business portfolio. Mr. Duff holds a B.S. in Marketing and International Business and a M.S. In Business Administration from Penn State University.
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EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
We are committed to providing our stockholders with a thorough understanding of our executive compensation program and its link to our strategic objectives and business priorities. This compensation discussion and analysis (“CD&A”) describes the philosophy, objectives, process, components and additional aspects of our 2022 executive compensation program and aligns with the amounts shown in the executive compensation tables that immediately follow. While the principles underlying YETI’s compensation philosophy extend to all levels of the exerciseorganization, this CD&A and the accompanying tables specifically analyze and provide historical compensation information for our NEOs.
Our Named Executive Officers in 2022
For 2022, the following individuals were identified as our NEOs
| | ![[MISSING IMAGE: ph_matthewreintjesmid-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_matthewreintjesmid-4c.jpg) Matthew J. Reintjes President and Chief Executive Officer | | | ![[MISSING IMAGE: ph_michaeljmcmullen-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_michaeljmcmullen-4c.jpg) Michael J. McMullen Senior Vice President, Chief Financial Officer and Treasurer | | | ![[MISSING IMAGE: ph_faizahmad-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_faizahmad-4c.jpg) S. Faiz Ahmad Senior Vice President, Chief Commercial Officer | | | ![[MISSING IMAGE: ph_barksdalemed-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_barksdalemed-4c.jpg) Bryan C. Barksdale Senior Vice President, General Counsel & Secretary | | | ![[MISSING IMAGE: ph_kirkzambetti-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_kirkzambetti-4c.jpg) Kirk A. Zambetti Senior Vice President of Sales | |
| | ![[MISSING IMAGE: ph_carbonemed-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_carbonemed-4c.jpg) Paul C. Carbone(1) Former Senior Vice President, Chief Financial Officer and Treasurer | | | ![[MISSING IMAGE: ph_castromed-4c.jpg]](/files/DEF 14A/0001104659-23-034439/ph_castromed-4c.jpg) Hollie S. Castro(2) Former Chief Human Resources Officer and Senior Vice President of ESG | | ||||||
(1)
Mr. Carbone resigned as our Senior Vice President, Chief Financial Officer and Treasurer effective October 28, 2022.
(2)
Ms. Castro resigned as our Chief Human Resources Officer and Senior Vice President of ESG effective August 19, 2022.
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EXECUTIVE COMPENSATION
| | | CD&A REFERENCE GUIDE | | | |||
| | | Section I. | | | Executive Summary | | |
| | | Section II. | | | Compensation Philosophy and Objectives | | |
| | | Section III. | | | Compensation Determination Process | | |
| | | Section IV. | | | Components of Our Compensation Program | | |
| | | Section V. | | | Additional Compensation Policies and Practices | | |
I.
EXECUTIVE SUMMARY
Fiscal 2022 Select Business Highlights
![[MISSING IMAGE: bc_esg-4c.jpg]](/files/DEF 14A/0001104659-23-034439/bc_esg-4c.jpg)
Note: $ in millions, except percentages.
* For a reconciliation of adjusted net sales and adjusted gross profit as set forth in this Proxy Statement to the nearest GAAP measures, see “Appendix A: Reconciliation of Non-GAAP Financial Measures.”
Adjusted Net Sales
YETI delivered strong operating performance in fiscal 2022, increasing adjusted net sales (a non-GAAP performance metric) by $222.6 million, or 16%, to $1,633.6 million from $1,411.0 million in fiscal 2021.
•
DTC channel adjusted net sales increased $139.1 million, or 18%, to $923.9 million in fiscal 2022 from $784.7 million in fiscal 2021, driven by both Drinkware and Coolers & Equipment categories.
•
Adjusted net sales in our wholesale channel increased $83.5 million, or 13%, to $709.8 million in fiscal 2022 from $626.3 million in fiscal 2021, primarily driven by Coolers & Equipment.
•
Drinkware adjusted net sales increased $114.8 million, or 14%, to $947.2 million in fiscal 2022 from $832.4 million in fiscal 2021, primarily driven by the continued expansion of our Drinkware product offerings, including the introduction of new colorways and sizes, and strong demand for customization.
•
Coolers & Equipment adjusted net sales increased $99.1 million, or 18%, to $650.9 million in fiscal 2022 from $551.9 million in fiscal 2021, primarily driven by the strong performance in bags, soft coolers, and hard coolers.
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EXECUTIVE COMPENSATION
![[MISSING IMAGE: pc_netsales-4c.jpg]](/files/DEF 14A/0001104659-23-034439/pc_netsales-4c.jpg)
* For a reconciliation of adjusted net sales as set forth in this Proxy Statement to the nearest GAAP measure, see “Appendix: Reconciliation of Non-GAAP Measures.”
** Other includes apparel, bottle openers, ice substitutes, and other accessories.
Adjusted Gross Profit and Adjusted Gross Margin
In fiscal 2022, our adjusted gross profit (a non-GAAP performance metric) increased $44.3 million to $860.4 million, or 52.7% of adjusted net sales, for fiscal 2022, compared to $816.1 million, or 57.8% of adjusted net sales, in fiscal 2021. The 510 basis points decrease in adjusted gross margin was primarily driven by higher inbound freight, higher product costs, and the unfavorable impact of foreign currency exchange rates, partially offset by the price increases implemented in the first quarter of fiscal 2022.
![[MISSING IMAGE: bc_adjusted-4c.jpg]](/files/DEF 14A/0001104659-23-034439/bc_adjusted-4c.jpg)
Note: $ in millions, except percentages and taxes owedper share amounts.
* For a reconciliation of adjusted operating income and adjusted net income per diluted share as set forth in this Proxy Statement to the nearest GAAP measures, see “Appendix A: Reconciliation of Non-GAAP Financial Measures.”
Adjusted Operating Income
YETI’s adjusted operating income (a non-GAAP performance metric), which, in addition to adjusted net sales, is a performance metric under our annual short-term incentive plan, decreased 7% to $274.3 million, or 16.8% of adjusted net sales, for fiscal 2022, compared to $295.1 million, or 20.9% of adjusted net sales, in fiscal 2021. Despite higher adjusted gross profit, the decrease in adjusted operating income
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was primarily driven by such non-employee directorhigher variable and non-variable expenses. (See “— Annual Incentive Plan — Performance Measures” for a discussion of this metric and see Appendix A for a reconciliation to the corresponding GAAP metric.)
Adjusted Net Income and Adjusted Net Income Per Diluted Share
In fiscal 2022, our adjusted net income decreased 11% to $205.7 million, or 12.6% of adjusted net sales, compared to $230.3 million, or 16.3% of adjusted net sales in respect of such exercise),fiscal 2021, and our adjusted net income per diluted share decreased 9% to $2.36, compared to $2.60 per diluted share in any case,the same period last year.
Key 2022 Executive Compensation Program Decisions
YETI is a performance-driven organization, and the Compensation Committee believes there is a strong connection between our growth, the targets we communicate externally, and the corresponding compensation decisions that we make with respect to our NEOs and the organization as a whole. The Compensation Committee made the following decisions in 2022 regarding each of our compensation program components for our NEOs.
Base Salaries
During the annual compensation review cycle in February 2022, the Compensation Committee increased the base salaries of our NEOs employed at that time from the levels set in 2021 between 4% and 5% to reflect executive performance and role expansion, to align better with the market-based compensation paid to similarly situated executives in our peer group, and to retain our critical NEO talent. Mr. Ahmad’s base salary was determined by the Compensation Committee in connection with his appointment as Chief Commercial Officer. In connection with Mr. McMullen’s appointment as our interim Chief Financial Officer in October of 2022, he was awarded an additional stipend of $8,333 per month, which was payable until he was appointed to serve as our permanent Chief Financial Officer in February of 2023.
2022 Short-Term Incentive Plan
The management team led a process to set the financial performance targets under the 2022 short-term incentive plan (“STIP”), which were set substantially above prior-year levels and required the achievement of double-digit percentage growth over our fiscal 2021 financial results, as approved by the Compensation Committee and as described below. The STIP in 2022 utilized two financial performance metrics, which the Compensation Committee believes appropriately focus executive officers on the critical strategic priorities necessary to grow stockholder value:
| | | | | | | | | | | | | | | | | | | |
| | | | | | Adjusted Net Sales (40% Weighting) | | | | | | | | Adjusted Operating Income (60% Weighting) | | | | | |
| | | | | | • Performance threshold: 96% of target • Performance maximum: 105% of target | | | | + | | | | • Performance threshold: 94% of target • Performance maximum: 115% of target | | | | | |
For the NEOs, the STIP is based exclusively on company performance metrics, and there are no division, geographic or individual components. In addition, all of our eligible employees are participants in the same annual incentive plan. Failure to achieve the minimum level of performance results in no payout under the STIP, and payouts were capped at 200% of the target opportunity. The target opportunities under the STIP for the NEOs were denominated as a percentage of annual eligible salary as set forth below:
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| | | NEO | | | | 2022 Target Annual Cash Incentive Percentage | | | |||
| | | Matthew J. Reintjes | | | | | | 150% | | | |
| | | Michael J. McMullen | | | | | | 40% | | | |
| | | S. Faiz Ahmad | | | | | | 75% | | | |
| | | Bryan C. Barksdale | | | | | | 60% | | | |
| | | Kirk A. Zambetti | | | | | | 60% | | | |
| | | Paul C. Carbone | | | | | | 75% | | | |
| | | Hollie S. Castro | | | | | | 60% | | | |
As described above, although adjusted net sales increased 15.8% to a record $1,633.6 billion, adjusted operating income decreased by 7.1% to $274.3 million, such that YETI’s performance failed to meet the required payment thresholds under our STIP, which resulted in no payments to any employees participating in the STIP, including our NEOs. We believe this demonstrates the rigor of our STIP targets and our commitment to paying for performance.
![[MISSING IMAGE: bc_netsales-4c.jpg]](/files/DEF 14A/0001104659-23-034439/bc_netsales-4c.jpg)
Note: $ in millions, except percentages.
2022 Long-Term Incentive Plan
Consistent with our continuing focus on pay-for-performance, NEOs other than our CEO received an annual equity award consisting of an equal mix of performance-based and time-based equity awards under the long-term incentive plan (“LTIP”) in fiscal 2022. In 2022, the Compensation Committee increased the weighting of the performance-based equity awards for our CEO so that 75% of the grant date value of our CEO’s equity awards are performance-based. In prior years, the weighting of our CEO’s performance-based equity awards was 50%, and we believe this increased weighting will further incentivize our CEO to continue driving our performance.
The performance-based awards were structured as performance-based restricted stock (“PBRS”) and are eligible to cliff vest after three years based on cumulative free cash flow measured over the three-year performance period, with a relative total shareholder return (“TSR”) modifier tied to our stock price performance relative to the companies in the Russell 2000 Index. We define free cash flow as net cash provided by operating activities, less purchases of property and equipment. The time-based awards were structured as shares of restricted stock that provide for time-based ratable vesting over a three-year period.
Mr. Ahmad joined us in August of 2022 after the annual equity awards had been granted, and as such, he did not receive an annual equity award for 2022. Instead, he was granted a new-hire award consisting of
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100% restricted stock units that will vest over a three-year period, similar to all other time-based awards granted to NEOs. This new-hire award was intended to provide Mr. Ahmad with a meaningful equity interest subject to long-term vesting in order to link his interests to those of our stockholders.
In connection with his appointment as our interim Chief Financial Officer in October of 2022, Mr. McMullen was granted an additional award of restricted stock units in recognition of his additional responsibilities. This award was designed to vest two months after a permanent Chief Financial Officer was appointed in order to encourage an orderly transition of Mr. McMullen’s interim role and incentivize him to remain employed through this period. On February 13, 2023, Mr. McMullen was appointed to serve as our permanent Chief Financial Officer and, accordingly, this award will vest on April 13, 2023.
Target Pay Mix
The following graphic shows the allocation of target total direct compensation payable to our CEO. The Compensation Committee allocated compensation among base salary, target STI, and the grant date fair value of long-term incentives in the form of a combination of time- and performance-based restricted stock awards. Each compensation element for our CEO is discussed further below and set forth in more detail in the 2022 Summary Compensation Table and 2022 Grants of Plan-Based Awards Table.
![[MISSING IMAGE: pc_ceopay-4c.jpg]](/files/DEF 14A/0001104659-23-034439/pc_ceopay-4c.jpg)
II.
COMPENSATION PHILOSOPHY AND OBJECTIVES
Compensation Philosophy
YETI’s compensation philosophy is based on the following core components:
| | Alignment with our business strategy and stockholders’ interests. YETI’s executive compensation program contains specific financial performance metrics such as adjusted net sales and adjusted operating income that are consistent with our strategic goals and are indicative of top-line and bottom-line performance. Our program also contains a significant allocation to equity incentives to promote the prioritization of our long-term operational and, in turn, stock price performance and to closely tie the interests of executive officers with those of our stockholders. | |
| | Motivate and reward achievement of our key goals. Performance-based incentives using financial metrics that tie to our short- and long-term goals are significant components of our executive compensation program. By linking performance and achievement to compensation, we seek to motivate executive officers to accomplish our key strategic objectives. We define clear and measurable quantitative objectives that are designed to strengthen this link and thus improve results and returns to our stockholders. | |
| | Provide competitive pay to attract and retain talent. We recruit executive officers and managers with a wide diversity of experiences, expertise, capabilities, and backgrounds to lead us as we scale our business and execute our strategy. In recruiting our executives and determining competitive pay levels, we consider a number of reference points, including the compensation structure and amounts of compensation paid to the executive officers at peer group companies, as well as broader general industry surveys. The total compensation of a particular executive officer in a particular year may vary from the level implied by reference to the peer group companies or general industry surveys to reflect his or her specific experience, skills, scope of responsibilities, our specific talent needs, performance or other internal factors. | |
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| | Balance value and cost considerations. We consider the overall costs of our executive compensation program to ensure that both YETI and the executive officers get value from the program. In doing so, we monitor pay levels and elements at the peer group companies and in general industry surveys so that compensation decisions are made with due consideration of value and cost. | |
Compensation Risk Assessment
In designing our executive compensation program, we also consider many other factors, including risks that may arise from the structure of our program. Because short- and long-term incentives motivate executive officers to pursue achievement of challenging goals, we must consider whether the program may lead to undue pressure on executive officers to take excessive risks. In connection with this, there are a number of items in our executive compensation program that mitigate such risks, including stock ownership guidelines, a clawback policy, prohibitions on hedging and pledging, and other aspects, as discussed below under “— Additional Compensation Policies and Practices.” For fiscal 2022, the Compensation Committee discussed and analyzed risks associated with YETI’s compensation policies and practices for executive officers and all employees generally. The Compensation Committee did not identify any risks arising from YETI’s compensation programs or practices that are reasonably likely to have a material adverse effect on YETI.
Compensation Program Governance
To achieve the key objectives of our executive compensation program and drive our pay-for-performance culture without incentivizing undue risk taking, the Compensation Committee employs the following governance practices:
| | | | | | | | | WHAT WE DO | | |
| | | ![[MISSING IMAGE: ic_checkmark-4c.gif]](/files/DEF 14A/0001104659-23-034439/ic_checkmark-4c.gif) | | | Pay for Performance | | | The majority of targeted total executive officer compensation is variable and tied to our financial results or the performance of our stock price, or both. | | |
| | | | | | Balance Short- and Long-Term Compensation | | | The allocation of incentives among the STIP and the LTIP does not over-emphasize short-term performance at the expense of achieving long-term goals. | | |
| | | | | | Independent Compensation Consultant | | | The Compensation Committee retains an independent compensation consultant on matters pertaining to executive and non-employee director pay and governance. | | |
| | | | | | Stock Ownership Guidelines | | | Executive officers are expected to acquire and maintain a certain level of ownership interest, in order to emphasize long-term performance and to promote alignment with stockholders. | | |
| | | | | | Mitigation of Risk | | | Our compensation program has provisions to mitigate undue risk, including caps on the maximum level of payouts, clawback provisions, and multiple performance metrics. | | |
| | | | | | Clawback Policy | | | Our executives’ incentive compensation is subject to a clawback policy that applies in the event of certain financial restatements or when an executive engages in serious misconduct or prohibited activity. | | |
| | | | | | Double Trigger Change-in-Control Provisions | | | If there is a change in control, outstanding equity will vest only if there is a termination of employment following such change in control (a “double trigger”). A change in control alone will not trigger vesting. | | |
| | | | | | Regularly Review Share Utilization | | | Management and the Board regularly evaluate share utilization levels by reviewing the cost and dilutive impact of stock compensation. | | |
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| | | | | | | | | WHAT WE DON’T DO | | |
| | | ![[MISSING IMAGE: ic_xmark-4c.gif]](/files/DEF 14A/0001104659-23-034439/ic_xmark-4c.gif) | | | No employment agreements other than with the CEO | | | We do not have employment agreements with our executive officers, other than the CEO. | | |
| | | | | | No Dividends on Unearned Awards | | | Under our equity plan, we do not pay dividends or dividend equivalents on shares or units that a participant has not yet earned or that have not vested. | | |
| | | | | | Hedging or Pledging of YETI Securities | | | We prohibit employees and non-employee directors from engaging in hedging, pledging or short sale transactions in YETI securities. | | |
| | | | | | No Repricing of Underwater Stock Options | | | Under our equity plan, we expressly prohibit repricing of stock options or exchanges of underwater stock options without stockholder approval. | | |
| | | | | | No Excessive Perquisites | | | We do not provide excessive perquisites to executive officers. | | |
| | | | | | No Excise Tax Gross-Ups | | | We do not provide excise tax gross-ups on change-in-control payments. | | |
| | | | | | No Special Executive Retirement Programs | | | We do not have any special executive retirement programs that are specific to executive officers. | | |
III.
COMPENSATION DETERMINATION PROCESS
Role of the Compensation Committee
The Compensation Committee is responsible for establishing our compensation philosophy and objectives, determining the structure, components and other elements of our programs in order to accomplish our articulated compensation objectives, and reviewing and approving, or recommending for approval by the Board, the compensation of the NEOs.
Each year, the Compensation Committee reviews the elements of our executive compensation program to verify the alignment of the program with our business strategy and with the items that we believe drive the creation of stockholder value, and to determine whether any changes would be appropriate. The Compensation Committee obtains input from executive officers regarding our annual operating plan, expected financial results, projected stockholder returns and related risks. With this information as its foundation, the Compensation Committee establishes the performance-based metrics and targets for the STIP and, using a multi-year projection, for the PBRS under the LTIP’s executive compensation program.
The Compensation Committee sets appropriate threshold, target and maximum performance goals to motivate financial performance without incentivizing excessive risk-taking. Following completion of the performance year or period, the Compensation Committee evaluates achievement relative to the pre-established performance goals and determines and certifies corresponding payouts earned.
Role of the Independent Compensation Consultant
Since 2018, the Compensation Committee has engaged FW Cook to serve as its independent compensation consultant. FW Cook reports directly to the Compensation Committee, and the Compensation Committee has the sole authority to retain, terminate and obtain the advice of FW Cook at YETI’s expense to assist it in the performance of its duties and responsibilities. The Compensation Committee selected FW Cook as its consultant because of the firm’s expertise and reputation.
The Compensation Committee has worked with FW Cook to: assess our executive compensation philosophy, objectives and components; develop a peer group of companies for compensation comparison purposes; review considerations and market practices related to short-term incentive plans and long-term equity and other incentive plans; collect comparative compensation levels for each of our executive officer positions; assess our executive officers’ base salaries, short-term annual incentive
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targets and long-term equity compensation levels; review our equity compensation strategy, including the development of award guidelines; and review board of director compensation and design practices.
While the Compensation Committee takes into consideration the review and recommendations of FW Cook when making decisions about our executive compensation program, ultimately, the Compensation Committee makes its own independent decisions about compensation matters.
The Compensation Committee has assessed the independence of FW Cook pursuant to SEC and NYSE rules. In doing so, the Compensation Committee considered various factors bearing upon FW Cook’s independence, including the nature and amount of work performed for the Compensation Committee and the fees paid for those services in relation to the firm’s total revenues. FW Cook did not provide any services to us other than the services provided to the Compensation Committee as described herein and in the “Non-Employee Director Compensation” section of this Proxy Statement. Based on its consideration of the foregoing and other relevant factors, the Compensation Committee concluded that there were no conflicts of interest and that FW Cook is independent under applicable standards.
Role of Say-On-Pay Vote
In this Proxy Statement, our stockholders are being asked to participate in our third say-on-pay vote (see Proposal 2), and our stockholders will have the opportunity to cast a say-on-pay vote on an annual basis so that they may annually express their views on our executive compensation program.
The Compensation Committee considers the results of our annual say-on-pay advisory vote and other feedback received from stockholders throughout the year when making executive compensation decisions for the NEOs. At our 2022 Annual Meeting, 96.3% of the shares represented at the Annual Meeting approved our proposal regarding the compensation paid to YETI’s NEOs. Taking into account the positive support received in 2022, the Compensation Committee believes YETI provides a competitive, stockholder-friendly pay program that effectively retains and motivates our executives.
As described below, during fiscal 2022, the Compensation Committee continued its focus on PBRS awards, increasing the PBRS weighting for our CEO’s annual equity award so that 75% of the grant date value of his award consists of PBRS awards and continuing the 50% PBRS weighting for the other NEOs’ annual equity awards. We also established targets under our STIP that required us to achieve a 24.0% growth rate of Adjusted Net Sales and 21.2% growth rate of Adjusted Operating Income over our fiscal 2021 financial results, and these aggressive targets resulted in no NEOs receiving any bonus payment for 2022.
Compensation Peer Group and Peer Selection Process
The Compensation Committee believes that obtaining market data is important in making determinations about executive compensation. Such information provides helpful context and a solid reference point for making decisions, even though, relative to other companies, there are differences and unique aspects of YETI. When making decisions about the structure and component mix of our executive compensation program, the Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources. However, the Compensation Committee does not have any formal benchmarking policy and uses the peer compensation data solely as a reference point when making compensation decisions for the NEOs using its business judgment.
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EXECUTIVE COMPENSATION
The Compensation Committee, with the assistance of FW Cook, uses the following guiding principles when selecting peer group companies:
| | 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. | |
The Compensation Committee reviews the peer group annually. FW Cook provides the Compensation Committee with peer group data, including the revenues, EBITDA, net income, assets, employees, and market capitalization of each peer company in comparison to that of YETI.
The peer group used to evaluate competitive market compensation of our NEOs for fiscal 2022 consisted of the following 18 companies:
| | Acushnet Holdings Corp. Callaway Golf Company Canada Goose Holdings Inc. Capri Holdings Limited Columbia Sportswear Company Crocs, Inc. | | | | Deckers Outdoor Corporation Fox Factory Holding Corp. Garmin Ltd. Johnson Outdoors Inc. Lululemon Athletica Inc. Malibu Boats, Inc. | | | | Nautilus, Inc. Peloton Interactive, Inc. Polaris Inc. Skechers U.S.A., Inc. Under Armour, Inc. Vista Outdoor Inc. | |
The Compensation Committee, with assistance from FW Cook, conducted its annual review of the peer group in August of 2022. At this time, YETI was ranked in approximately the 30th percentile for revenue and in the 55th percentile for market capitalization among its peer group. Based on its review of the aforementioned guiding principles and additional data provided by FW Cook, the Compensation Committee decided to alter the peer group it is using for performing market checks on executive and director compensation for fiscal 2023 and going forward by removing Malibu Boats, Inc., Nautilus, Inc., and Polaris Inc. and adding Helen of Troy Limited, Oxford Industries, Inc., and GoPro, Inc.
Role of the Chief Executive Officer
The Compensation Committee works with our CEO to set the target total direct compensation of each of our NEOs other than our CEO. As part of this process, our CEO reviews market surveys and proxy peer data when available, evaluates each NEO, determines his recommendations about the target compensation of each NEO and delivers his evaluations and compensation recommendations to the Compensation Committee.
Taking into account our CEO’s evaluations and recommendations and other information it deems relevant, such as our achievement of corporate goals, responsibilities and experience, as well as the compensation philosophy described above and with reference to the peer group data, the Compensation Committee sets the target total direct compensation of our NEOs. Our CEO does not play any role with respect to any
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matter affecting his own compensation and is not present when the Compensation Committee discusses and formulates the compensation recommendation for the CEO.
IV.
COMPENSATION PROGRAM COMPONENTS
2022 Components in General
In order to achieve our executive compensation program objectives, the Compensation Committee utilizes the components of compensation set forth in the chart below. The Compensation Committee regularly reviews all components of the program in order to verify that each executive officer’s total compensation is consistent with our compensation philosophy and objectives and that the component is serving a purpose in supporting the execution of our strategy. The majority of each executive officer’s compensation is variable and at-risk.
| | | Compensation Type | | | | Pay Element | | | | Objectives, Basis and Key Features | | | ||||
| | | FIXED | | | | Cash Compensation | | | | Base Salary | | | | • Intended to provide stable compensation to executive officers, allow us to attract and retain skilled executive talent and maintain a stable leadership team. • Determined based on each executive officer’s role, individual skills, experience, performance, external market value and internal equity. | | |
| | | VARIABLE | | | | Short-Term Incentives: Annual Cash Incentive Opportunities | | | | • Rewards achievement of key drivers of our AOP. • Requires the achievement of rigorous adjusted net sales and adjusted operating income targets, which were set substantially above prior-year levels (e.g., achievement of double-digit percentage growth over our fiscal 2021 financial results). • Sets target cash award as a percentage of base salary at 150% for the CEO and between 60% and 75% for all other NEOs. • Caps STIP awards at 200% of the target cash awards for maximum performance. | | | ||||
| | Equity Compensation | | | | Long-Term Incentives: Annual Equity-Based Compensation | | | | • Used to foster a long-term link between executive officers’ interests and the interests of YETI and our stockholders, as well as to attract, motivate and retain executive officers for the long term. • Sets executive officer annual equity award mix in fiscal 2022 at 75% of the value granted in the form of PBRS for our CEO and 50% in the form of PBRS for our other NEOs, with the remainder granted in the form of time-based restricted stock consistent with our continuing focus on pay-for-performance. No stock options were granted in fiscal 2022. • Requires corporate performance against goals to be at least 90% of target in order for any PBRS award to be earned. • Caps PBRS grants at 200% of the target number of shares for maximum performance. • New-hire and promotion awards of restricted stock units granted to Messrs. Ahmad and McMullen, respectively. | | | |||||
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Base Salary
Base salaries provide fixed compensation to executive officers and help us to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. We evaluate a number of factors when setting base salaries, including:
•
Roles & responsibilities: We consider each executive officer’s areas of responsibility, role and experience.
•
Professional background: Factors such as education, skills, expertise, professional experience and achievements are considered.
•
Competitiveness: The base salary of executive officers is evaluated for competitiveness by considering, as a reference point, information with respect to comparable positions at companies in our peer group and other market surveys.
•
Internal pay equity: The variation in the base salary among executive officers is designed to reflect the differences in position, education, scope of responsibilities, previous experience in similar roles and contribution to the attainment of our goals.
In February 2022, the Compensation Committee reviewed each then employed executive officer’s performance, our performance and market data provided by FW Cook on our peer companies and general industry to determine whether any changes to base salaries were warranted for fiscal 2022. As a result of this review, the Compensation Committee approved adjustments to reflect executive performance and to align better with the market, as set forth below:
| | | NEO | | | | Start of 2022 Base Salary | | | | % Increase | | | | End of 2022 Base Salary* | | | |||||||||
| | | Matthew J. Reintjes | | | | | $ | 975,000 | | | | | | | 5% | | | | | | $ | 1,025,000 | | | |
| | | Michael J. McMullen | | | | | $ | 283,000 | | | | | | | 6% | | | | | | $ | 300,000 | | | |
| | | Bryan C. Barksdale | | | | | $ | 390,000 | | | | | | | 4% | | | | | | $ | 405,000 | | | |
| | | Kirk A. Zambetti | | | | | $ | 410,000 | | | | | | | 4% | | | | | | $ | 425,000 | | | |
| | | Paul C. Carbone | | | | | $ | 550,000 | | | | | | | 5% | | | | | | $ | 575,000 | | | |
| | | Hollie S. Castro | | | | | $ | 425,000 | | | | | | | 5% | | | | | | $ | 445,000 | | | |
*
For the actual base salaries paid to our NEOs during fiscal 2022, please see “— 2022 Summary Compensation Table.”
In connection with his appointment as Chief Commercial Officer, Mr. Ahmad’s initial base salary was set at $550,000. In connection with Mr. McMullen’s appointment as our interim Chief Financial Officer, he was awarded an additional stipend of $8,333 per month, which was payable until he was appointed to serve as our permanent Chief Financial Officer in February of 2023. This stipend is in addition to his base salary set forth in the table above.
Short-Term Incentives
The STIP is a cash plan that rewards NEOs for the achievement of key short-term financial and operational objectives that the Compensation Committee views as critical to the execution of our business strategy and ensures each executive officer is focused on strategic goals that ultimately will drive long-term value for our stockholders.
The STIP is based entirely on YETI’s performance with respect to company performance metrics; to align with the market and ensure each executive officer is focused on the same strategic goals, there was no allocation to individual performance goals. All of our eligible employees participate in the STIP on generally the same terms, other than the target bonus opportunity amount and inclusion of additional performance components for employees other than the NEOs.
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The calculation of the STIP payout amount for each NEO can be summarized by the following formula:
![[MISSING IMAGE: tb_payout-4c.jpg]](/files/DEF 14A/0001104659-23-034439/tb_payout-4c.jpg)
Performance Measures
The amount of the payout, if any, under the STIP is based on our achievement against two performance metrics. The Compensation Committee incorporated these two measures, adjusted net sales and adjusted operating income, into the STIP in order to focus executive officers on the critical strategic priorities of revenue growth and operating profitability. These two metrics underscore the emphasis on growth and profitability, and the Compensation Committee considers them as building blocks to achieve our key strategic goals and to grow stockholder value.
![[MISSING IMAGE: pc_performance-4c.jpg]](/files/DEF 14A/0001104659-23-034439/pc_performance-4c.jpg)
* Adjusted net sales and adjusted operating income are a non-GAAP measures that we use to compare our performance to other companies. For a reconciliation of adjusted net sales and adjusted operating income as set forth in this Proxy Statement to the comparable GAAP measures, see “Appendix A: Reconciliation of Non-GAAP Financial Measures.”
Performance Levels and Payout Levels
The Compensation Committee set goals for each of the performance measures at levels that it considered rigorous and challenging based, in part, on its evaluation of the relevant risks and opportunities. More specifically, the Compensation Committee reviewed the relevant financial objectives set forth in our AOP and assessed various factors related to the achievability of these goals, including the risks associated with achieving specific actions that underlie our AOP and the implied performance relative to prior years. Considering these factors, the fiscal 2022 target for adjusted net sales represented a 24% growth rate over our fiscal 2021 financial results, and the target for adjusted operating income represented a 21.2% growth rate over our fiscal 2021 financial results.
Having set the targets, the Compensation Committee also set the threshold and maximum performance levels. For fiscal 2022, the Compensation Committee set threshold at what it believed to be a high level of performance equating to 96% of the target for adjusted net sales and 94% of the target for adjusted operating income. The Compensation Committee set maximum at a level of performance equating to 105% of the target for adjusted net sales and 115% of the target for adjusted operating income, levels that required an exceptionally strong performance and represented a significant challenge.
Payout levels represent the amount to be paid to NEOs based on the level of actual performance relative to the goals. In order to motivate performance and underscore the importance of achieving, or closely approaching, the performance goals at this critical time in our development, the Compensation Committee set the payout at 0% for achievement below the threshold level of performance. If we achieve the target performance level for either metric, 100% of the target incentive payment for that metric will become payable to the NEOs, and if we achieve the maximum performance level for either metric, 200% of the target incentive payment for that metric will become payable to the NEOs. If the threshold performance
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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.
| | | Performance Metric | | | | Below Threshold ($) | | | | Threshold ($) | | | | Target ($) | | | | Maximum ($) | | | | Actual Result ($) | | | | % Achievement | | | | Payout % | | |
| | | Adjusted Net Sales | | | | <1,680.3 | | | | 1,680.3 | | | | 1,750.3 | | | | 1,837.8 | | | | 1,633.6 | | | | 93% | | | | 0% | | |
| | | | | | | Less than ~96% | | | | ~96% | | | | 100% | | | | ~105% | | | | | | | | | | | | | | |
| | | Adjusted Operating Income | | | | <336.1 | | | | 336.1 | | | | 357.6 | | | | 411.2 | | | | 274.3 | | | | 77% | | | | 0% | | |
| | | | | | | Less than ~94% | | | | ~94% | | | | 100% | | | | ~115% | | | | | | | | | | | | | | |
| | | Payout Percentage | | | | 0% | | | | 50% | | | | 100% | | | | 200% | | | | | | | | | | | | 0% | | |
Note: $ in millions, except percentages.
Target Opportunities & Payout Determination
The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s base salary and multiplying it by the individual’s target incentive percentage. Among other factors, the target incentive percentages are determined with reference to peer group companies and market surveys and the proportion of total direct compensation represented by the annual incentive. In fiscal 2022, the target annual cash incentive percentages of the NEOs who were employed in fiscal 2021 remained unchanged from fiscal 2021.
The Compensation Committee verifies our achievement relative to the pre-established goals to determine the respective performance levels, and then translates those performance levels to payout levels based on the payout curve. The Compensation Committee then adds the amounts for the two portions together to determine the total fiscal 2022 STIP payout for each NEO. The Compensation Committee then presents the determination of the STIP payout amounts to the Board for its review.
As described above, although adjusted net sales increased 15.8% to a record $1,633.6 billion, and adjusted operating income decreased by 7.1% to $274.3 million, YETI’s performance failed to meet the required payment thresholds under our STIP, which resulted in no payments to any employees participating in the STIP, including our NEOs. We believe this demonstrates the rigor of our STIP targets and our commitment to paying for performance.
| | | NEO | | | | Eligible Salary | | | | 2022 Target Annual Cash Incentive Percentage | | | | Payout Percentage | | | | Total STIP Payout | | | ||||||||||||
| | | Matthew J. Reintjes | | | | | $ | 1,017,308 | | | | | | | 150% | | | | | | | 0% | | | | | | $ | 0 | | | |
| | | Michael J. McMullen | | | | | $ | 311,269 | | | | | | | 40% | | | | | | | 0% | | | | | | $ | 0 | | | |
| | | S. Faiz Ahmad | | | | | $ | 211,538 | | | | | | | 75% | | | | | | | 0% | | | | | | $ | 0 | | | |
| | | Bryan C. Barksdale | | | | | $ | 402,692 | | | | | | | 60% | | | | | | | 0% | | | | | | $ | 0 | | | |
| | | Kirk A. Zambetti | | | | | $ | 422,692 | | | | | | | 60% | | | | | | | 0% | | | | | | $ | 0 | | | |
Mr. Carbone and Ms. Castro were not eligible for any STIP payment for fiscal 2022 because their employment terminated prior to the end of fiscal 2022. Although no payments were made to our NEOs under the STIP, Mr. Ahmad was awarded a one-time bonus of $250,000 when he joined us in August of 2022. This bonus was provided as an incentive to join the Company, in light of the compensation he forfeited from his prior employer.
Long-Term Incentives
The third primary component of our executive compensation program, and the largest, is long-term equity incentives. The Compensation Committee has designed the long-term incentive opportunity to motivate and reward executive officers to achieve multiyear strategic goals and to deliver sustained long-term
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value to stockholders. (See “— Compensation Philosophy and Objectives — Compensation Philosophy — Alignment with our business strategy and stockholders’ interests”.) The long-term incentives create a strong link between payouts and performance and a strong alignment between the interests of executive officers and the interests of our stockholders. Long-term equity incentives also promote retention, as executive officers will only receive value if they remain employed by us over the required term, and they foster an ownership culture among our executive officers by making executive officers stockholders with a personal stake in the value they are intended to create.
Equity Vehicles
| | ![[MISSING IMAGE: pc_neoequity-4c.jpg]](/files/DEF 14A/0001104659-23-034439/pc_neoequity-4c.jpg) | | | ![[MISSING IMAGE: pc_ceoequity-4c.jpg]](/files/DEF 14A/0001104659-23-034439/pc_ceoequity-4c.jpg) | |
(1)
Excludes the new hire grant to Mr. Ahmad and the promotion grant to Mr. McMullen, as discussed elsewhere.
In 2022, the Compensation Committee determined to increase the weighting of the PBRS awards for our CEO so that 75% of the grant date value of our CEO’s equity awards are performance-based. In prior years, the weighting of our CEO’s PBRS awards was 50%, and we believe this increased weighting will further incentivize our CEO to continue driving our performance. The Compensation Committee has structured the mix of equity vehicles and the relative weight assigned to each type to further enhance the link between payouts and performance, and to ensure some amount of value delivery through restricted stock awards to maximize retention and reinforce an ownership culture and commitment to YETI. The PBRS has multi-year performance goals (three-year cumulative free cash flow and relative TSR), which promote consistent growth in stockholder value across a longer time horizon. The Compensation Committee selected free cash flow because it is a key performance metric for consumer goods companies and their stockholders and is indicative of our ability to generate liquidity and increase stockholder value. The Compensation Committee also included relative TSR as a modifier. The presence of relative TSR in our PBRS design directly links executive officer compensation to the creation of stockholder value and aligns the interests of executive officers with YETI and our stockholders. Relative TSR is measured against the companies in the Russell 2000 Index, which represents a broad index of relatively similarly sized companies. The PBRS awards will be eligible to become vested following the end of a three-year performance period based on cumulative free cash flow during the performance period, with the number of PBRS eligible to vest subject to potential modification based on YETI’s TSR relative to the TSR of the companies who were in the Russell 2000 Index as of the start of the performance period.
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| | | Equity Vehicle | | | | 2022 Allocation | | | | Performance/ Vesting Period | | | | How Payouts Are Determined | | | | Rationale for Use | | |
| | | PBRS | | | | 75% for our CEO; 50% for all other NEOs | | | | • 3-year performance period with cliff vesting of award subject to performance measured during the performance period | | | | • Cumulative free cash flow measured over a three-year period, with a relative TSR modifier based on the performance of our stock price relative to the companies who were in the Russell 2000 Index as of the start of the performance period | | | | • Prioritizes increasing stockholder value • Promotes long-term focus | | |
| | | Restricted Stock | | | | 25% for our CEO; 50% for all other NEOs | | | | • 3-year vesting period: 1/3 after Year 1, then 1/6 semi-annually | | | | • Value of stock | | | | • Aligns with stockholders • Promotes retention • Provides value | | |
With respect to the cumulative free cash flow performance metric, the Compensation Committee has approved threshold, target, and maximum performance levels at the time of grant as shown in the table below.
| | | Performance Level | | | | % of Target PBRS Eligible to Become Vested | | | |||
| | | Less Than Threshold | | | | | | 0% | | | |
| | | Threshold | | | | | | 50% | | | |
| | | Target | | | | | | 100% | | | |
| | | Maximum or Greater | | | | | | 200% | | | |
Vesting for performance between any of the performance levels specified above is interpolated on a straight-line basis.
The number of PBRS determined to be eligible to become vested may be further modified based on YETI’s percentile ranking of its TSR compared to companies within the Russell 2000 Index as of the start of the performance period using 20 trading-day start and end periods to mitigate one day volatility in stock price (i.e., “Relative TSR Modifier”). The Relative TSR Modifier is applied using the following table.
| | | TSR Percentile Rank | | | | % of CFC PBRS to Vest | | |
| | | ≤25% | | | | 80% | | |
| | | Between 25% and 75% | | | | 100% (i.e., no modification) | | |
| | | ≥75% | | | | 120% | | |
In all events, the maximum number of target PBRS that can vest is capped at 200%. We believe the cumulative three-year free cash flow target is attainable if we are able to successfully execute on our business plan and continue to grow our business.
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Target Long-Term Incentive Opportunities and 2022 Grants of PBRS & Time-Based Restricted Stock Awards
In February 2022, the Compensation Committee established target long-term incentive opportunities for each of the NEOs employed at that time. In establishing the size of the long-term incentive opportunity, the Compensation Committee considered the following:
•
the values of, allocations to, and proportion of total compensation represented by, the long-term incentive opportunities at the peer group companies and in market surveys;
•
individual performance and criticality of, and expected future, contributions of the NEO;
•
time in role, skills and level of experience; and
•
retention considerations.
In February 2022, the Compensation Committee increased executive target total LTIP incentive percentages to recognize prior years’ performance and achievements, to better align long-term compensation opportunity with our peer group companies, and to further incentivize long-term performance. Having established the target value of the long-term incentive, and the mix of equity vehicles, the Compensation Committee used the closing price on the date of grant to determine the actual number of PBRS and restricted stock to be granted to each NEO as shown in the table below.
| | | NEO | | | | 2022 Total LTIP Incentive Percentage | | | | 2022 Target Opportunity ($) | | | | PBRS ($) | | | | PBRS (#)(1) | | | | RS ($) | | | | RS (#) | | | ||||||||||||||||||
| | | Matthew J. Reintjes | | | | | | 400% | | | | | | | 4,100,000 | | | | | | | 3,075,000 | | | | | | | 51,003 | | | | | | | 1,025,000 | | | | | | | 17,001 | | | |
| | | Michael J. McMullen | | | | | | 100% | | | | | | | 300,000 | | | | | | | 150,000 | | | | | | | 2,488 | | | | | | | 150,000 | | | | | | | 2,488 | | | |
| | | Bryan C. Barksdale | | | | | | 150% | | | | | | | 608,000 | | | | | | | 304,000 | | | | | | | 5,042 | | | | | | | 304,000 | | | | | | | 5,042 | | | |
| | | Kirk A. Zambetti | | | | | | 150% | | | | | | | 638,000 | | | | | | | 319,000 | | | | | | | 5,291 | | | | | | | 319,000 | | | | | | | 5,291 | | | |
| | | Paul C. Carbone | | | | | | 200% | | | | | | | 1,150,000 | | | | | | | 575,000 | | | | | | | 9,537 | | | | | | | 575,000 | | | | | | | 9,537 | | | |
| | | Hollie S. Castro | | | | | | 200% | | | | | | | 890,000 | | | | | | | 445,000 | | | | | | | 7,381 | | | | | | | 445,000 | | | | | | | 7,381 | | | |
(1)
Reflects the number of PBRS for target performance goal.
The Compensation Committee intends to make grants of long-term incentive awards annually and may also grant long-term incentive awards when an individual is hired or promoted. Consistent with this approach and in connection with his appointment as our interim Chief Financial Officer in October of 2022, Mr. McMullen was granted an additional award of restricted stock units with a grant date value of $300,000 in recognition of his additional responsibilities. This award was designed to vest two months after a permanent Chief Financial Officer was appointed in order to encourage an orderly transition of Mr. McMullen’s interim role and incentivize him to remain employed through this period. On February 13, 2023, Mr. McMullen was appointed as our permanent Chief Financial Officer and so, this award will vest on April 13, 2023.
The Compensation Committee also awarded Mr. Ahmad a new-hire award in connection with his commencement of employment as our Chief Commercial Officer. The award had a grant date value of $3,000,000 consisting of restricted stock units that will vest over the same three-year period as our time-based awards. This new-hire award was intended to provide Mr. Ahmad with a meaningful equity interest subject to long-term vesting in order to link his interests to those of our stockholders.
Payouts of Previously Granted 2020-2022 PBRS Awards
In 2020, we granted each of our NEOs who was employed at that time an award of PBRS with substantially the same design as our 2022 PBRS awards described above. The applicable cumulative free cash flow target for the performance period was set at $294 million. Based on our performance during the three year performance period and taking into account the relative TSR modifier, the payout percentage for the 2020 PBRS awards was determined to be 200% of the target number of PBRS awarded.
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Additional Aspects of Long-Term Incentive Compensation
We make grants of long-term incentive equity under our 2018 Equity and Incentive Compensation Plan, which our stockholders approved and adopted in 2018. The grant dates for awards made in 2022 are detailed in the “2022 Grants of Plan-Based Awards” table later in this Proxy Statement. We generally intend to make annual grants during the first quarter of our fiscal year following the release of financial results for the preceding fiscal year.
Other Benefits
401(k) Plan
We offer a 401(k) defined contribution plan covering substantially all of our employees, including our NEOs. Participants may make voluntary contributions to the 401(k) plan, limited by certain Internal Revenue Code (“Code”) restrictions. We are responsible for the administrative costs of the 401(k) plan, and we provide discretionary matching contributions to employee contributions.
Health and Welfare Benefits
We offer broad-based medical, dental, vision, life, and disability plans to our NEOs and all of our other full-time employees.
Perquisites and Other Personal Benefits
We do not generally provide our executive officers, including the NEOs, with perquisites or other personal benefits, except for a comprehensive physical exam. These physicals are provided because we believe that they support our executive officers in maintaining their health, which serves a necessary business purpose, and the related amounts of compensation are not material to the overall executive compensation program.
We do not provide tax reimbursements or any other tax payments with respect to perquisites, including excise tax “gross-ups,” to any of our executive officers.
Severance Arrangements
We have adopted a senior leadership severance benefits plan (the “Severance Plan”), which covers all currently employed NEOs except the CEO, to provide protection in the event of a termination following a change in control or otherwise. The Severance Plan generally provides for severance amounts if the NEO’s employment is terminated by us without cause or by the NEO for good reason. For a termination not in connection with a change in control, the NEO is eligible to receive (a) a severance amount equal to 100% of his or her base salary, and (b) a pro rata STIP payout based on actual company performance for the year of termination. For terminations within two years after a change in control, the NEO is eligible to receive (x) a severance amount equal to 150% of the sum of base salary plus target annual incentive compensation amount at the time of termination, and (y) a pro rata STIP payout. The Severance Plan also provides for reimbursement for health benefit continuation of up to 12 to 18 months. The payments and benefits provided under the Severance Plan are contingent upon the affected NEO’s execution and non-revocation of a general release of claims and compliance with specified restrictive covenants. See “— Potential Payments upon a Termination or Change in Control,” which describes the payments to which the participating NEOs may be entitled under the Severance Plan. Mr. Carbone and Ms. Castro did not receive any benefits under the Severance Plan in connection with their terminations of employment during fiscal 2022.
Our CEO does not participate in the Severance Plan because he is entitled to severance benefits under his employment agreement that was entered into during 2018. Our CEO’s severance benefits are based on a 1.5x multiple for qualifying terminations not in connection with a change in control and a 2x multiple for qualifying terminations in connection with a change in control. The severance arrangements for our CEO are described below under “— 2022 Summary Compensation Table — Employment Agreement of Mr. Reintjes.”
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V.
ADDITIONAL COMPENSATION POLICIES AND PRACTICES
Executive Stock Ownership Guidelines
We believe that YETI and our stockholders are best served when executive officers manage the business with a long-term perspective. As such, we adopted stock ownership guidelines, as we believe stock ownership is an important tool to strengthen the alignment of interests among our executive officers and our stockholders, to reinforce executive officers’ commitment to us and to demonstrate our commitment to sound corporate governance. The current executive stock ownership requirements for our executive officers are as follows:
| | | Position | | | | Multiple of Base Salary | | | |||
| | | CEO | | | | | | 6x | | | |
| | | Other Executive Officers | | | | | | 3x | | | |
There is no required time period within which an executive officer must attain the applicable target ownership. However, until the stock ownership guidelines have been satisfied, each executive officer or other identified senior employee is required to retain (i) 50% of the shares underlying all of such individual’s vested stock options (or shares received by such individual upon exercise of vested stock options) and (ii) 50% of the net profit shares on exercise, vesting or earning of any equity award granted on or following October 24, 2018. All currently employed NEOs, other than Messrs. Ahmad and McMullen, are in compliance with these requirements. Messrs. Ahmad and McMullen became executive officers in late 2022 and are progressing toward compliance.
Clawback Policy
We have adopted a clawback policy designed to recover incentive compensation paid to executive officers based on erroneously prepared financial statements. If an accounting restatement is required because of material noncompliance with any financial reporting requirement, all incentive compensation paid or credited to any current or former executive officer who willfully committed misconduct that contributed to the noncompliance for the restated period will be recalculated based on restated results. To the extent the recalculated incentive compensation is less than the incentive compensation actually paid or credited to such executive officer for that period, the excess amount must be forfeited or returned to us. Alternatively, we are authorized to offset the forfeitable amount from compensation owed currently or in the future to such executive officer. The stock retention requirement does notCompensation Committee is authorized to interpret this policy and make all determinations necessary for the policy’s operation.
Additionally, if any current or former executive officer or any other senior employee identified by the Compensation Committee who received incentive compensation from us on or after the effective date of the clawback policy engages in serious misconduct or activity otherwise prohibited by the clawback policy, we have the right to use reasonable efforts to recover from such executive officer or senior employee any amount of incentive compensation the Compensation Committee reasonably and in good faith deems appropriate. The clawback policy applies to incentive compensation granted on or after the effective date of the policy.
Anti-Hedging and Anti-Pledging Policies
See “— Anti-Hedging and Anti-Pledging Policies” on page 23 for a description of YETI’s anti-hedging and anti-pledging policies which apply to equity awardsour directors, NEOs, and other employees.
Policy with Respect to Section 162(m) of the Internal Revenue Code
Section 162(m) of the Code generally prohibits a publicly held company from deducting compensation paid to a current or former NEO that wereexceeds $1.0 million during the tax year.
The Compensation Committee notes the Section 162(m) deductibility limitation as one of the factors in its consideration of compensation matters. The Compensation Committee has the flexibility to take any compensation-related actions that it determines are in the best interests of YETI and our stockholders, including awarding compensation that may not be deductible for tax purposes. There can be no assurance that any compensation will in fact be deductible as a result of the limitations under Section 162(m).
YETI2023 PROXY STATEMENT|47
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT
This Compensation Committee Report shall not be deemed to be incorporated by reference into any filing made by YETI under the Securities Act of 1933 or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent YETI incorporates such Report by specific reference.
The Compensation Discussion and Analysis was prepared by the management of YETI. YETI is responsible for the Compensation Discussion and Analysis and for the disclosure controls relating to executive compensation. The Compensation Discussion and Analysis is not a report or disclosure of the Compensation Committee.
The Compensation Committee met with the management of YETI and its independent compensation consultant to review and discuss the Compensation Discussion and Analysis.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the management of YETI. Based on this review and these discussions, we have recommended to the Board that the Compensation Discussion and Analysis be included in YETI’s Annual Report on Form 10-K and YETI’s proxy statement for the 2023 Annual Meeting of Stockholders.
The preceding report has been furnished by the following members of the Compensation Committee:
Dustan E. McCoy, Chair
Tracey D. Brown
Frank D. Gibeau
Mary Lou Kelley
Tracey D. Brown
Frank D. Gibeau
Mary Lou Kelley
48|YETI2023 PROXY STATEMENT
EXECUTIVE COMPENSATION
2022 SUMMARY COMPENSATION TABLE
The following table sets forth information regarding all compensation awarded to, earned by or paid to our NEOs during fiscal years 2020, 2021 and 2022.
| | | Name and Principal Position | | | | Year | | | | Salary ($) | | | | Bonus ($) | | | | Stock Awards(1) ($) | | | | Non-Equity Incentive Plan Compensation(2) ($) | | | | All Other Compensation(3) ($) | | | | Total ($) | | | |||||||||||||||||||||
| | | Matthew J. Reintjes President and Chief Executive Officer | | | | | | 2022 | | | | | | | 1,017,308 | | | | | | | — | | | | | | | 4,313,664 | | | | | | | — | | | | | | | 8,082 | | | | | | | 5,339,054 | | | |
| | | | 2021 | | | | | | | 969,231 | | | | | | | — | | | | | | | 3,821,928 | | | | | | | 2,878,615 | | | | | | | 8,700 | | | | | | | 7,678,474 | | | | |||||
| | | | 2020 | | | | | | | 919,231 | | | | | | | — | | | | | | | 3,237,499 | | | | | | | 2,108,485 | | | | | | | — | | | | | | | 6,265,215 | | | | |||||
| | | Michael J. McMullen Senior Vice President, Chief Financial Officer and Treasurer | | | | | | 2022 | | | | | | | 311,269 | | | | | | | — | | | | | | | 610,418 | | | | | | | — | | | | | | | 8,884 | | | | | | | 930,571 | | | |
| | | | 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | S. Faiz Ahmad Senior Vice President and Chief Commercial Officer | | | | | | 2022 | | | | | | | 211,538 | | | | | | | 250,000 | | | | | | | 3,000,017 | | | | | | | — | | | | | | | 84,717 | | | | | | | 3,546,272 | | | |
| | | Bryan C. Barksdale Senior Vice President, General Counsel and Secretary | | | | | | 2022 | | | | | | | 402,692 | | | | | | | — | | | | | | | 629,090 | | | | | | | — | | | | | | | 6,947 | | | | | | | 1,038,729 | | | |
| | | | 2021 | | | | | | | 388,269 | | | | | | | — | | | | | | | 881,995 | | | | | | | 461,264 | | | | | | | 6,698 | | | | | | | 1,738,226 | | | | |||||
| | | | 2020 | | | | | | | 372,981 | | | | | | | — | | | | | | | 562,517 | | | | | | | 410,652 | | | | | | | 4,975 | | | | | | | 1,351,125 | | | | |||||
| | | Kirk A. Zambetti Senior Vice President of Sales | | | | | | 2022 | | | | | | | 422,692 | | | | | | | — | | | | | | | 660,158 | | | | | | | — | | | | | | | 9,150 | | | | | | | 1,092,000 | | | |
| | | | 2021 | | | | | | | 408,269 | | | | | | | — | | | | | | | 929,027 | | | | | | | 485,024 | | | | | | | 8,700 | | | | | | | 1,831,020 | | | | |||||
| | | | 2020 | | | | | | | 392,692 | | | | | | | — | | | | | | | 592,499 | | | | | | | 432,354 | | | | | | | 8,550 | | | | | | | 1,426,095 | | | | |||||
| | | Paul C. Carbone Former Senior Vice President, Chief Financial Officer and Treasurer | | | | | | 2022 | | | | | | | 493,750 | | | | | | | — | | | | | | | 1,189,931 | | | | | | | — | | | | | | | 9,150 | | | | | | | 1,692,831 | | | |
| | | | 2021 | | | | | | | 547,115 | | | | | | | — | | | | | | | 1,646,411 | | | | | | | 812,466 | | | | | | | 8,700 | | | | | | | 3,014,692 | | | | |||||
| | | | 2020 | | | | | | | 522,115 | | | | | | | — | | | | | | | 1,049,993 | | | | | | | 718,561 | | | | | | | 8,550 | | | | | | | 2,299,219 | | | | |||||
| | | Hollie S. Castro Former Chief Human Resources Officer and SVP of ESG | | | | | | 2022 | | | | | | | 296,442 | | | | | | | — | | | | | | | 920,927 | | | | | | | — | | | | | | | 8,901 | | | | | | | 1,226,270 | | | |
| | | | 2021 | | | | | | | 421,538 | | | | | | | — | | | | | | | 929,027 | | | | | | | 500,787 | | | | | | | 8,700 | | | | | | | 1,860,052 | | | | |||||
| | | | 2020 | | | | | | | 390,673 | | | | | | | — | | | | | | | 592,499 | | | | | | | 430,131 | | | | | | | 8,550 | | | | | | | 1,421,853 | | | | |||||
(1)
The amounts shown in the Stock Awards column represent the aggregate grant date fair value of the RSUs, PBRS and shares of time-based restricted stock granted to our non-employee directorsNEOs, computed in accordance with FASB Accounting Standards Codification Topic 718 (“Topic 718”). The amount attributable to the PBRS awards shown in the Stock Awards column reflects the value of PBRS awards based on target performance, which was the probable outcome of the applicable performance conditions as determined on the grant date, which results in a grant date fair value for the 2022 PBRS awards as follows: Mr. Reintjes $3,288,673; Mr. McMullen $160,426; Mr. Barksdale $325,108; Mr. Zambetti $341,164; Mr. Carbone $614,956; and Ms. Castro $475,927. If there is a maximum payout under the 2022 PBRS awards, assuming no change in stock price, the values for such awards would be as follows: Mr. Reintjes $6,056,096; Mr. McMullen $295,425; Mr. Barksdale $598,687; Mr. Zambetti $628,253; Mr. Carbone $1,132,423; and Ms. Castro $876,420. For information regarding assumptions, factors and methodologies used in our computations pursuant to Topic 718, see Note 9 (Stock-Based Compensation) to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
(2)
The amounts shown in the Non-Equity Incentive Plan Compensation column are comprised of amounts paid in respect of the STIP, as determined by the Compensation Committee and in accordance with the plan and the awards thereunder. As described above, no NEOs received a payout under the STIP for 2022 because our performance fell below the threshold performance targets.
(3)
Amounts disclosed in this column reflect Company contributions to the tax-qualified 401(k) retirement plan, and, for Mr. Ahmad, reimbursement of relocation expenses in the amount of $84,717.
YETI2023 PROXY STATEMENT|49
EXECUTIVE COMPENSATION
EMPLOYMENT AGREEMENTS
Matthew J. Reintjes. We entered into an amended and restated employment agreement with Mr. Reintjes, our President and CEO, effective October 25, 2018. Pursuant to Mr. Reintjes’ employment agreement, for each calendar year during the employment period beginning on or after January 1, 2019, Mr. Reintjes’ target annual incentive award is equal to a minimum of 100% of his annual base salary amount for the applicable calendar year, but the actual amount of such bonus may be less than or exceed such target amount, depending on our performance. For the 2022 calendar year, Mr. Reintjes’ annual eligible salary was $1,025,000, his target annual incentive award opportunity was equal to 150% of his eligible salary, and he received a cash incentive award of $0 because the threshold performance levels under the STIP were not achieved. Mr. Reintjes’ employment agreement provides for an initial term of three years and automatic renewal for additional one-year terms, unless either party provides at least 60 days’ notice of nonrenewal. Mr. Reintjes’ employment agreement provides that we will use our good faith efforts to nominate Mr. Reintjes for re-election to the Board and procure his re-election at any applicable meeting of stockholders (when Mr. Reintjes’ term as a director would otherwise expire) held for the purposes of electing directors. Under the employment agreement, Mr. Reintjes is an at-will employee and is subject to customary restrictive covenants, including non-competition and non-solicitation of customer covenants for a period of 12 months following his termination of employment if his employment is terminated during the change in control protection period (as defined in his employment agreement) or 18 months if his employment is terminated outside of the change in control protection period. The severance provisions applicable to Mr. Reintjes are discussed below under “— Potential Payments upon Termination or Change of Control.”
Other NEOs. Each of our other currently employed NEOs, Michael J. McMullen, S. Faiz Ahmad, Bryan C. Barksdale, and Kirk A. Zambetti, is a participant in the Severance Plan, as discussed below under “— Senior Leadership Severance Benefits Plan.” The severance provisions applicable to each of these NEOs are discussed below under “— Potential Payments upon Termination or Change of Control.”
50|YETI2023 PROXY STATEMENT
EXECUTIVE COMPENSATION
FISCAL 2022 GRANTS OF PLAN-BASED AWARDS TABLE
The following table sets forth information regarding plan-based awards granted to our NEOs during fiscal 2022:
| | | Name | | | | Grant Date | | | | Award Type | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | | | | Grant Date Fair Value Of Stock and Option Awards ($) | | | ||||||||||||||||||||||||||||||||||||||||
| | Threshold ($) | | | | Target ($) | | | | Maximum ($) | | | | Threshold (#) | | | | Target (#) | | | | Maximum (#) | | | |||||||||||||||||||||||||||||||||||||||||||||
| | | Matthew J. Reintjes | | | | | | | | Annual Incentive | | | | | | 762,981 | | | | | | | 1,525,962 | | | | | | | 3,051,924 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2/18/2022 | | | | RS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,001 | | | | | | | 1,024,990 | | | | |||||
| | 2/18/2022 | | | | PBRS | | | | | | | | | | | | | | | | | | | | | | | | | | | 25,502 | | | | | | | 51,003 | | | | | | | 102,006 | | | | | | | | | | | | | | 3,288,673 | | | | |||||
| | | Michael J. McMullen | | | | | | | | Annual Incentive | | | | | | 62,254 | | | | | | | 124,508 | | | | | | | 249,015 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2/18/2022 | | | | RS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,488 | | | | | | | 150,002 | | | | |||||
| | 2/18/2022 | | | | PBRS | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,244 | | | | | | | 2,488 | | | | | | | 4,976 | | | | | | | | | | | | | | 160,426 | | | | |||||
| | 10/28/2022 | | | | RSU | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,174 | | | | | | | 299,990 | | | | |||||
| | | S. Faiz Ahmad | | | | | | | | Annual Incentive | | | | | | 79,327 | | | | | | | 158,654 | | | | | | | 317,308 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8/9/2022 | | | | RSU | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 70,258 | | | | | | | 3,000,017 | | | | |||||
| | | Bryan C. Barksdale | | | | | | | | Annual Incentive | | | | | | 120,808 | | | | | | | 241,615 | | | | | | | 483,231 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2/18/2022 | | | | RS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,042 | | | | | | | 303,982 | | | | |||||
| | 2/18/2022 | | | | PBRS | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,521 | | | | | | | 5,042 | | | | | | | 10,084 | | | | | | | | | | | | | | 325,108 | | | | |||||
| | | Kirk A. Zambetti | | | | | | | | Annual Incentive | | | | | | 126,808 | | | | | | | 253,615 | | | | | | | 507,231 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2/18/2022 | | | | RS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,291 | | | | | | | 318,994 | | | | |||||
| | 2/18/2022 | | | | PBRS | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,646 | | | | | | | 5,291 | | | | | | | 10,582 | | | | | | | | | | | | | | 341,164 | | | | |||||
| | | Paul C. Carbone | | | | | | | | Annual Incentive | | | | | | 185,156 | | | | | | | 370,313 | | | | | | | 740,625 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2/18/2022 | | | | RS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,537 | | | | | | | 574,986 | | | | |||||
| | 2/18/2022 | | | | PBRS | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,769 | | | | | | | 9,537 | | | | | | | 19,074 | | | | | | | | | | | | | | 614,946 | | | | |||||
| | | Hollie S. Castro | | | | | | | | Annual Incentive | | | | | | 88,933 | | | | | | | 177,865 | | | | | | | 355,730 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2/18/2022 | | | | RS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,381 | | | | | | | 445,000 | | | | |||||
| | 2/18/2022 | | | | PBRS | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,691 | | | | | | | 7,381 | | | | | | | 14,762 | | | | | | | | | | | | | | 475,927 | | | | |||||
Annual Incentive Plan
(1)
The amounts disclosed in these columns reflect the threshold, target and maximum annual cash incentive opportunities for fiscal 2022 under the STIP. The amounts of the annual cash incentives opportunities depend on the eligible salary of the NEO for the year. Annual cash incentive opportunities are subject to achievement relative to two performance measures, adjusted operating income and adjusted net sales, weighted 60% and 40%, respectively. Each performance measure has a threshold, target and maximum performance level such that performance below the threshold level results in no annual cash incentive payment, performance at threshold level results in a payout of 50% of the target bonus amount, performance at target level results in a payout of 100% of the target bonus amount, and performance at or above the maximum results in a payout of 200% of the target bonus amount. Linear interpolation will be used to determine the applicable payout amount between threshold and target and between target and maximum. As described above, no NEOs received any payout under the STIP for fiscal 2022 because our performance fell below the threshold performance targets.
Performance-based Restricted Stock Awards
(2)
The amounts disclosed in these columns reflect the threshold, target and maximum PBRS awards granted to our NEOs in fiscal 2022 and eligible to vest following the end of a three-year performance period based on cumulative free cash flow during the performance period, with the number of PBRS eligible to vest subject to potential modification based on YETI’s TSR relative to the TSR of the companies who were in the Russell 2000 Index as of the start of the performance period. Each performance measure has a threshold, target and maximum performance level such that performance below the threshold level results in no PBRS becoming vested, performance at threshold level results in a payout of 50% of the target PBRS amount, performance at target level results in a payout of 100% of the target PBRS amount, and performance at or above the maximum results in a payout of 200% of the target PBRS amount. Vesting for performance between any of the performance levels is interpolated on a straight-line basis. Valuation of PBRS awards was determined based on target performance, which was the probable outcome of the performance conditions as of the grant date. See Footnote 1 to the Summary Compensation Table above for more details on this valuation.
YETI2023 PROXY STATEMENT|51
EXECUTIVE COMPENSATION
Time-based Restricted Stock Awards
(3)
Amounts disclosed in this column reflect the number of time-based restricted stock or unit awards granted to our NEOs in fiscal 2022. Except as described below, the time-based restricted stock or unit awards vest over three years; one-third of the shares of restricted stock or units underlying the award vest on the first anniversary of the grant date, and one-sixth of the shares of restricted stock or units underlying the award will vest on each of the first four six-month anniversaries thereafter. Mr. McMullen’s restricted stock unit grant awarded on October 28, 2022, related to his appointment as Interim Chief Financial Officer, will vest on the date that is two months following the date the Board appoints a permanent Chief Financial Officer. The appointment of Mr. McMullen as the permanent Chief Financial Officer was made on February 13, 2023 and Mr. McMullen’s grant will vest on April 13, 2023. The grant date fair value of the time-based restricted stock and unit awards is computed in accordance with Topic 718 using the closing price of a YETI share on the grant date.
52|YETI2023 PROXY STATEMENT
EXECUTIVE COMPENSATION
OUTSTANDING EQUITY AWARDS AT 2022 FISCAL YEAR-END TABLE
The following table sets forth information regarding outstanding equity awards held by each of our NEOs as of December 31, 2022:
| | | | | | | | | | | | | | Option Awards | | | | Stock Awards | | | |||||||||||||||||||||||||||||||||||||||||||||||||
| | | | | | | Grant Date | | | | Number of Securities Underlying Unexercised Options | | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | | Option Exercise Price ($) | | | | Option Expiration Date | | | | Number of Shares or Units That Have Not Vested (#)(3) | | | | Market Value of Shares or Units That Have Not Vested ($)(4) | | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | | ||||||||||||||||||||||||||||
| | | Name | | | | Exercisable (#)(1) | | | | Unexercisable (#)(2) | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | Matthew J. Reintjes | | | | | | 10/24/2018(7) | | | | | | | 321,691 | | | | | | | | | | | | | | | 18.00 | | | | | | | 10/24/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2/15/2019(8) | | | | | | | 179,059 | | | | | | | | | | | | | | | 22.84 | | | | | | | 2/15/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | | 2/14/2020(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,501 | | | | | | | 475,106 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/12/2021(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,514 | | | | | | | 516,953 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/18/2022(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,001 | | | | | | | 702,311 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/14/2020(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 59,150 | | | | | | | 2,443,487 | | | | |||||
| | | | 2/12/2021(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 50,058 | | | | | | | 2,067,896 | | | | |||||
| | | | 2/18/2022(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 102,006 | | | | | | | 4,213,868 | | | | |||||
| | | Michael J. McMullen | | | | | | 10/24/2018(7) | | | | | | | 8,639 | | | | | | | | | | | | | | | 18.00 | | | | | | | 10/24/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2/15/2019(8) | | | | | | | 2,805 | | | | | | | | | | | | | | | 22.84 | | | | | | | 2/15/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | | 7/30/2020(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,040 | | | | | | | 42,962 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/14/2020(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 920 | | | | | | | 38,005 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/12/2021(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,270 | | | | | | | 52,464 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/18/2022(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,488 | | | | | | | 102,779 | | | | | | | | | | | | | | | | | | |||||
| | | | 10/28/2022(10) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 9,174 | | | | | | | 378,978 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/14/2020(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,734 | | | | | | | 195,562 | | | | |||||
| | | | 2/12/2021(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,082 | | | | | | | 209,937 | | | | |||||
| | | | 2/18/2022(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,976 | | | | | | | 205,559 | | | | |||||
| | | S. Faiz Ahmad | | | | | | 8/9/2022(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 70,258 | | | | | | | 2,902,358 | | | | | | | | | | | | | | | | | |
| | | Bryan C. Barksdale | | | | | | 10/24/2018(7) | | | | | | | 28,737 | | | | | | | | | | | | | | | 18.00 | | | | | | | 10/24/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2/15/2019(8) | | | | | | | 18,556 | | | | | | | | | | | | | | | 22.84 | | | | | | | 2/15/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | | 2/14/2020(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,998 | | | | | | | 82,537 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/12/2021(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,887 | | | | | | | 119,262 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/18/2022(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,042 | | | | | | | 208,285 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/14/2020(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,277 | | | | | | | 424,543 | | | | |||||
| | | | 2/12/2021(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 11,552 | | | | | | | 477,213 | | | | |||||
| | | | 2/18/2022(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,084 | | | | | | | 416,570 | | | | |||||
| | | Kirk A. Zambetti | | | | | | 10/24/2018(7) | | | | | | | 24,573 | | | | | | | | | | | | | | | 18.00 | | | | | | | 10/24/2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | 2/15/2019(8) | | | | | | | 10,395 | | | | | | | | | | | | | | | 22.84 | | | | | | | 2/15/2029 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
| | | | 2/14/2020(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,104 | | | | | | | 86,916 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/12/2021(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,042 | | | | | | | 125,665 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/18/2022(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,291 | | | | | | | 218,571 | | | | | | | | | | | | | | | | | | |||||
| | | | 2/14/2020(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,825 | | | | | | | 447,181 | | | | |||||
| | | | 2/12/2021(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,168 | | | | | | | 502,660 | | | | |||||
| | | | 2/18/2022(9) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 10,582 | | | | | | | 437,142 | | | | |||||
| | | Paul C. Carbone(11) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Hollie S. Castro(11) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(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 “2022 Potential Payments Upon Termination or Change in Control” for information on the treatment of options upon retirement, death, disability, termination or change in control.
YETI2023 PROXY STATEMENT|53
EXECUTIVE COMPENSATION
(2)
Amounts disclosed in this column reflect the number of options granted to our NEOs that were subject to time-based vesting that had not vested as of December 31, 2022.
(3)
Amounts disclosed in this column reflect the number of unvested RSUs and shares of restricted stock granted that were subject to time-based vesting. See “2022 Potential Payments Upon Termination or Change in Control” for information on the treatment of RSUs and shares of restricted stock upon retirement, death, disability, termination or change in control.
(4)
Amounts disclosed in this column reflect the market value of the RSUs and shares of time-based restricted stock as reported in the preceding column using the closing price of a YETI share as reported on the New York Stock Exchange on December 30, 2022, the last trading day of our fiscal year, multiplied by the number of shares underlying each award.
(5)
Amounts disclosed in this column reflect the number of PBRS that would be paid out if the maximum performance goal is achieved. See “2022 Potential Payments Upon Termination or Change in Control” for information on the treatment of PBRS upon retirement, death, disability, termination or change in control.
(6)
Amounts disclosed in this column reflect the market value of the PBRS as reported in the preceding column using the closing price of a YETI share as reported on the New York Stock Exchange on December 30, 2022, the last trading day of our fiscal year, multiplied by the number of shares underlying each award.
(7)
Unvested portion of the award vests in four equal annual installments beginning on the second anniversary of the grant date.
(8)
Vest one-third on the first anniversary of the grant date and one-sixth on each of the first four six-month anniversaries thereafter.
(9)
Vest following the end of a three-year performance period based on cumulative free cash flow during the performance period, subject to potential modification based on YETI’s TSR relative to the TSR of the companies who were in the Russell 2000 Index as of the start of the performance period.
(10)
The equity award granted to Mr. McMullen on October 28, 2022 will vest on the date that is two months following the date the Board appoints a permanent Chief Financial Officer. The appointment of Mr. McMullen as the permanent Chief Financial Officer was made on February 13, 2023 and Mr. McMullen’s grant will vest on April 13, 2023.
(11)
As a result of their terminations of employment during 2022, Mr. Carbone and Ms. Castro no longerheld any outstanding equity awards as of December 31, 2022.
54|YETI2023 PROXY STATEMENT
EXECUTIVE COMPENSATION
EQUITY COMPENSATION PLANS
2018 Equity and Incentive Compensation Plan. In September 2018, the Board approved and adopted the 2018 Equity and Incentive Compensation Plan (the “2018 Plan”). The 2018 Plan is administered by the Compensation Committee which has the authority to determine eligible participants in the 2018 Plan and to interpret and make determinations under the 2018 Plan. Pursuant to the 2018 Plan, YETI may grant stock options, stock appreciation rights, restricted stock, RSUs, performance shares, performance units, cash incentive awards, and certain other awards based on or related to shares of our common stock. The Board is generally authorized to amend the 2018 Plan as it deems necessary, provided that it may not amend the 2018 Plan without our stockholders’ approval if the amendment would (i) materially increase the benefits accruing to participants, (ii) materially increase the number of shares that may be issued under the 2018 Plan, (iii) materially modify the requirements of participation, (iv) allow for the repricing of stock options or stock appreciation rights, or (v) otherwise require stockholder approval. The Compensation Committee may amend the terms of any award granted under the 2018 Plan but no amendment may adversely affect the rights of a participant with respect to an outstanding award without the participant’s consent.
2012 Equity and Performance Incentive Plan (as amended and restated June 20, 2018). Prior to the adoption of the 2018 Plan, the Compensation Committee awarded nonqualified stock options and RSUs pursuant to the 2012 Equity and Performance Incentive Plan (as amended, the “2012 Plan”) which was originally adopted in June 2012. Subject to the provisions of the 2012 Plan, the Board has the power to interpret and administer the 2012 Plan and any award agreement and to determine the terms of awards. Following our IPO in October 2018, no shares are available for issuance pursuant to new awards under the 2012 Plan.
FISCAL 2022 OPTION EXERCISES AND STOCK VESTED TABLE
The following table provides information about the number of shares issued upon option exercises, the number of stock awards that vested, and the value realized on exercise or vesting, by our NEOs during fiscal 2022.
| | | | | | | Option Awards | | | | Stock Awards | | | ||||||||||||||||||||
| | | Name | | | | Number of Shares Acquired on Exercise (#)(1) | | | | Value Realized on Exercise ($)(2) | | | | Number of Shares Acquired on Vesting (#)(3) | | | | Value Realized on Vesting ($)(4) | | | ||||||||||||
| | | Matthew J. Reintjes | | | | | | — | | | | | | | — | | | | | | | 45,095 | | | | | | | 2,610,658 | | | |
| | | Michael J. McMullen | | | | | | — | | | | | | | — | | | | | | | 4,012 | | | | | | | 233,319 | | | |
| | | S. Faiz Ahmad | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | | Bryan C. Barksdale | | | | | | — | | | | | | | — | | | | | | | 8,841 | | | | | | | 514,081 | | | |
| | | Kirk A. Zambetti | | | | | | — | | | | | | | — | | | | | | | 9,304 | | | | | | | 540,931 | | | |
| | | Paul C. Carbone | | | | | | 178,507 | | | | | | | 3,136,455 | | | | | | | 16,499 | | | | | | | 959,344 | | | |
| | | Hollie S. Castro | | | | | | 12,192 | | | | | | | 156,545 | | | | | | | 9,208 | | | | | | | 534,543 | | | |
(1)
The amounts shown in this column represent the number of shares acquired on the exercise of options during fiscal 2022.
(2)
The amounts shown in this column represent the number of shares acquired on exercise multiplied by the difference between the option exercise price and the closing price of a YETI share on the date of exercise.
(3)
Amounts disclosed in this column reflect the number of RSUs and shares of restricted stock that vested during fiscal 2022.
(4)
Amounts disclosed in this column reflect the value realized upon vesting of the RSUs and shares of restricted stock, as calculated based on the price of a YETI share on the vesting date, multiplied by the number of shares underlying each award.
YETI2023 PROXY STATEMENT|55
EXECUTIVE COMPENSATION
POST-TERMINATION COMPENSATION
SENIOR LEADERSHIP SEVERANCE BENEFITS PLAN
Each of our currently employed NEOs other than the CEO participates in the Severance Plan, under which each participant is entitled to severance in connection with certain terminations of employment, subject to the participant’s execution of a release of claims. Each participant, including Messrs. Ahmad, Barksdale, McMullen, and Zambetti, is required to execute a participation agreement, which designates a participant’s applicable participation level, and a restrictive covenants agreement, as a condition of participating in the Severance Plan. Under the restrictive covenants agreements, each participant is subject to customary restrictive covenants, including non-competition and non-solicitation of customer covenants following termination, which for Messrs. Ahmad, Barksdale, McMullen, and Zambetti will continue for a period of 12 months. The severance provisions applicable to each of our NEOs (other than the CEO) under the Severance Plan are discussed below under “— 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).
56|YETI2023 PROXY STATEMENT
EXECUTIVE COMPENSATION
Under the Severance Plan, each participating NEO is entitled to severance, subject to his or her execution of a release of claims, as follows:
•
If the employment of either of Messrs. Ahmad, Barksdale, McMullen or Zambetti is terminated by us without cause (as such term is defined in the Severance Plan) or by the applicable executive for good reason (as such term is defined in the Severance Plan), and such termination does not occur during the change in control protection period (as such term is defined in the Severance Plan), such executive will be eligible to receive a severance amount equal to 100% of his or her respective annual base salary amount (the “Base Severance Amount”). The Base Severance Amount would be paid over the 12-month period following the applicable executive’s termination of employment. Such executive will also be eligible to receive a pro rata portion of his or her respective annual incentive compensation payment for the year of termination, based on actual performance for the full year and the number of days the applicable executive was employed during such year, to be paid in a lump sum at the later of (a) the time when annual incentive compensation payments are paid to our executive officers for the calendar year in which the applicable executive’s employment terminates or (b) the 61st day after the date on which the applicable executive’s employment terminates. In addition, we will reimburse the applicable executive for the full amount of his or her premiums for health care continuation coverage for a period of up to 12 months.
•
If the employment of either of Messrs. Ahmad, Barksdale, McMullen or Zambetti is terminated by us without cause or by the applicable executive for good reason, and such termination occurs during the change in control protection period, such executive will be eligible to receive a severance payment equal to 150% of the sum of his or her annual base salary amount plus target annual incentive compensation amount (the “Enhanced Severance Amount”). The Enhanced Severance Amount generally would be paid in a single lump sum following the applicable executive’s termination of employment; although a portion of this amount would be paid over the 12-month period following the applicable executive’s termination of employment, if required under Section 409A of the Code. Such executive will also be eligible to receive a pro rata portion of his or her target annual incentive compensation payment for the year of termination, based on the number of days he or she was employed during such year, to be paid in a lump sum at the later of (a) the time when annual incentive compensation payments are paid to our executive officers for the calendar year in which the applicable executive’s employment terminates or (b) the 61st day after the date on which the applicable executive’s employment terminates. In addition, we will reimburse the applicable executive for the full amount of his or her premiums for health care continuation coverage for a period of up to 18 months.
•
For purposes of the Severance Plan, the change in control protection period is the 24-month period following a change in control (as defined in the Severance Plan). If a change in control occurs during the six-month period following termination of the employment of either of Messrs. Ahmad, Barksdale, McMullen or Zambetti by us without cause, or by the applicable executive for good reason, and such termination of employment (or the event giving rise to the termination for good reason) occurred at the request of a third party which had taken steps reasonably calculated or intended to effectuate such change in control, or otherwise arose in connection with or in anticipation of such change in control, then such executive would be entitled to receive the Enhanced Severance Amount, less any portion of the Base Severance Amount that was previously paid.
•
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).
YETI2023 PROXY STATEMENT|57
EXECUTIVE COMPENSATION
POST-EMPLOYMENT COMPENSATION TABLE
Set forth below are the amounts that our NEOs would have received upon a change in control or qualifying termination as of December 31, 2022. In calculating the amounts in the table, YETI based the stock distribution values on a price of $41.31 per share, which was the closing price of our common stock on the NYSE as of December 30, 2022, the last trading day of our fiscal year. Mr. Carbone and Ms. Castro are not included in the table below because each executive’s employment terminated during 2022. Mr. Carbone and Ms. Castro did not receive any benefits under the Severance Plan or otherwise in connection with their terminations of employment during 2022.
| | | Name | | | | Compensation Component | | | | Termination(a) Following Change in Control ($) | | | | Involuntary or Good Reason Termination ($) | | | | Death or Disability ($) | | | |||||||||
| | | Matthew J. Reintjes President and Chief Executive Officer | | | | Cash Severance | | | | | | 5,101,924(1) | | | | | | | 3,826,443(2) | | | | | | | — | | | |
| | Annual Incentive | | | | | | 1,525,962(3) | | | | | | | —(4) | | | | | | | — | | | | |||||
| | Long Term Incentives | | | | | | 6,056,996(5) | | | | | | | — | | | | | | | 6,056,996(5) | | | | |||||
| | Benefits and Perquisites: | | | | | | 24,337(6) | | | | | | | 24,337(6) | | | | | | | — | | | | |||||
| | Total: | | | | | | 12,709,219 | | | | | | | 3,850,780 | | | | | | | 6,056,996 | | | | |||||
| | | Michael J. McMullen Senior Vice President, Chief Financial Officer and Treasurer | | | | Cash Severance | | | | | | 800,178(7) | | | | | | | 300,000 | | | | | | | | | | |
| | Annual Incentive | | | | | | 233,452(3) | | | | | | | —(4) | | | | | | | | | | | |||||
| | Long Term Incentives | | | | | | 920,717(5) | | | | | | | — | | | | | | | 920,717 | | | | |||||
| | Benefits and Perquisites: | | | | | | 23,344(6) | | | | | | | — | | | | | | | | | | | |||||
| | Total: | | | | | | 1,977,690 | | | | | | | 300,000 | | | | | | | 920,717 | | | | |||||
| | | S. Faiz Ahmad Senior Vice President and Chief Commercial Officer | | | | Cash Severance | | | | | | 1,142,307(7) | | | | | | | 550,000 | | | | | | | — | | | |
| | Annual Incentive | | | | | | 211,538(3) | | | | | | | —(4) | | | | | | | — | | | | |||||
| | Long Term Incentives | | | | | | 2,902,358(5) | | | | | | | — | | | | | | | 2,902,358 | | | | |||||
| | Benefits and Perquisites: | | | | | | 27,091(6) | | | | | | | — | | | | | | | — | | | | |||||
| | Total: | | | | | | 4,283,294 | | | | | | | 550,000 | | | | | | | 2,902,358 | | | | |||||
| | | Bryan C. Barksdale Senior Vice President, General Counsel and Secretary | | | | Cash Severance | | | | | | 969,923(7) | | | | | | | 405,000(8) | | | | | | | — | | | |
| | Annual Incentive | | | | | | 241,615(3) | | | | | | | —(4) | | | | | | | — | | | | |||||
| | Long Term Incentives | | | | | | 1,069,247(5) | | | | | | | — | | | | | | | 1,069,247(5) | | | | |||||
| | Benefits and Perquisites: | | | | | | 19,229(6) | | | | | | | 12,819(9) | | | | | | | — | | | | |||||
| | Total: | | | | | | 2,300,015 | | | | | | | 417,819 | | | | | | | 1,069,247 | | | | |||||
| | | Kirk A. Zambetti Senior Vice President of Sales | | | | Cash Severance | | | | | | 1,271,538(7) | | | | | | | 425,000(8) | | | | | | | — | | | |
| | Annual Incentive | | | | | | 422,692(3) | | | | | | | —(4) | | | | | | | — | | | | |||||
| | Long Term Incentives | | | | | | 1,124,644(5) | | | | | | | — | | | | | | | 1,124,644(5) | | | | |||||
| | Benefits and Perquisites: | | | | | | 24,337(6) | | | | | | | 16,224(9) | | | | | | | — | | | | |||||
| | Total: | | | | | | 2,843,211 | | | | | | | 441,224 | | | | | | | 1,124,644 | | | | |||||
(a)
Involuntary termination without Cause or voluntary termination with Good Reason.
(1)
Under the CEO’s Amended and Restated Employment Agreement, amount is 2.0 times the sum of base salary plus the target annual incentive award.
(2)
Under the CEO’s Amended and Restated Employment Agreement, amount is 1.5 times the sum of base salary plus the target annual incentive award.
(3)
Under the CEO’s Amended and Restated Employment Agreement and the Severance Plan, amount is the pro rata target annual incentive for the year of termination.
(4)
Amount is the actual annual incentive that had been earned as of December 31, 2022.
(5)
Under the terms of the individual PBRS, time-based restricted stock, RSU and stock option award agreements, upon (i) an involuntary termination without cause or voluntary termination with good reason that occurs within two years following a change in control, all unvested PBRS, time-based restricted stock, RSUs and stock options will vest, with the number of PBRS to vest equal to the target number of PBRS subject to such award, or (ii) a termination of employment due to death or disability, all unvested PBRS (based on the target number of PBRS subject to such award), shares of time-based restricted stock, RSUs and stock options will vest. Unvested PBRS (based on the target number of PBRS subject to an award), shares of time-based restricted stock, RSUs and stock options would also vest if awards were not assumed in the change in control. The amount shown is the value of all unvested stock options based on the difference between the exercise price and the price of a
58|YETI2023 PROXY STATEMENT
EXECUTIVE COMPENSATION
YETI share as of December 31, 2022 plus the market value of all unvested PBRS (assuming target performance), shares of time-based restricted stock, and RSUs based on the price of a YETI share as of December 31, 2022.
(6)
Amount is YETI’s reimbursement for the full amount of the COBRA premium payments for an 18-month period following termination.
(7)
Under the Severance Plan, amount is 1.5 times the sum of base salary plus target annual incentive award.
(8)
Under the Severance Plan, amount is equal to 1.0 times the executive’s base salary.
(9)
Under the Severance Plan, amount is YETI’s reimbursement to the Executive for the full amount of COBRA premium payments for a 12-month period following termination.
CEO PAY RATIO
For fiscal 2022, the median of the annual total compensation of all employees of YETI (other than our CEO) was $90,220, and the annual total compensation of our CEO, Matthew J. Reintjes, was $5,339,054. Based on this information, for fiscal 2022, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was approximately 59 to 1. This ratio is a reasonable estimate calculated in a manner consistent with SEC rules.
The methodology and the material assumptions, adjustments and estimates that we used to identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” were as follows:
Using the same median employee as 2021 proxy and have updated the compensation and ratio since there have been no changes in our employee population or compensation arrangements that would significantly impact this disclosure. When we originally identified the median employee for 2021, we used the following methodology:
•
As of November 1, 2021, our employee population consisted of approximately 802 individuals globally, of which 726 were in the United States and 76 were outside of the United States.
•
In accordance with the “de minimis exemption” adjustment permitted under SEC rules, which allows the exclusion of non-U.S. employees constituting less than 5% of the total employee population from the median employee calculation, we excluded 32 employees (representing fewer than 5% of our total employee population, excluding the CEO, as of November 1, 2021) from 3 countries as follows: 25 employees in China, 3 employees in Singapore, and 4 employees in the Philippines. After the exclusions, 726 employees in the United States and 44 employees located outside of the United States were considered for identifying the median employee.
•
To identify our “median employee,” we analyzed the actual total earnings compiled from our payroll records for the one-year period ending December 31, 2021 to determine the median employee. Actual earnings included base pay, overtime compensation, bonuses and other incentive pay (including commissions and fringe benefits).
•
We annualized the compensation of the employees who were hired during the applicable period, but who did not work for us during the entire 12 months.
•
We did not make any cost-of-living adjustments to adjust for employees living outside of Austin, Texas.
•
For employees in foreign jurisdictions, we converted amounts paid in local currencies to U.S. dollars using the exchange rate as of November 1, 2021.
•
We determined that our median employee was a full-time corporate employee located in the United States.
•
With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for fiscal 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $90,220.
With respect to the annual total compensation for our CEO, we used the amount reported in the “Total” column of the “Summary Compensation Table” set forth above.
YETI2023 PROXY STATEMENT|59
EXECUTIVE COMPENSATION
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
Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided in compliance with these rules; however, additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis”.
The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs for each year from 2020 to 2022, compared to our total shareholder return (TSR) from December 31, 2019 through the end of each such year, and our Net Income and Free Cash Flow for each such year.
| | | Year (a) | | | | Summary Compensation Table Total for PEO (b)(1)(2) | | | | Compensation Actually Paid to PEO (c)(1)(3) | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d)(4) | | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(5) | | | | Value of Initial Fixed $100 Investment Based On: | | | | Net Income ($K) (h)(8) | | | | Free Cash Flow ($K) (i)(9) | | | ||||||||||||||||||||||||||||
| | Total Shareholder Return (f)(6) | | | | Peer Group Total Shareholder Return (g)(7) | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| | | 2022 | | | | | $ | 5,339,054 | | | | | | $ | (7,614,737) | | | | | | $ | 1,587,779 | | | | | | $ | (1,240,176) | | | | | | $ | 119 | | | | | | $ | 54 | | | | | | $ | 89,693 | | | | | | $ | 274,297 | | | |
| | | 2021 | | | | | $ | 7,678,474 | | | | | | $ | 15,382,394 | | | | | | $ | 2,110,998 | | | | | | $ | 3,820,836 | | | | | | $ | 238 | | | | | | $ | 95 | | | | | | $ | 212,602 | | | | | | $ | 295,132 | | | |
| | | 2020 | | | | | $ | 6,265,215 | | | | | | $ | 22,557,443 | | | | | | $ | 1,624,573 | | | | | | $ | 5,145,307 | | | | | | $ | 197 | | | | | | $ | 90 | | | | | | $ | 155,801 | | | | | | $ | 224,296 | | | |
(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.
(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.
60|YETI2023 PROXY STATEMENT
EXECUTIVE COMPENSATION
| | | | | | | | | | 2020 | | | | 2021 | | | | 2022 | | | |||||||||
| | | | | | Summary Compensation Table Total(a) | | | | | $ | 6,265,215 | | | | | | $ | 7,678,474 | | | | | | $ | 5,339,054 | | | |
| | | | | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | | | | | $ | (3,237,499) | | | | | | $ | (3,821,928) | | | | | | $ | (4,313,664) | | | |
| | | | | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | | | | | $ | 9,510,518 | | | | | | $ | 4,378,373 | | | | | | $ | 2,810,452 | | | |
| | | | | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | | | | | $ | 8,575,509 | | | | | | $ | 3,268,349 | | | | | | $ | (5,766,804) | | | |
| | | | | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | |
| | | | | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | | | | | $ | 1,443,700 | | | | | | $ | 3,879,126 | | | | | | $ | (5,683,775) | | | |
| | | | | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | |
| | | | | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | |
| | | | | | Compensation Actually Paid | | | | | $ | 22,557,443 | | | | | | $ | 15,382,394 | | | | | | $ | (7,614,737) | | | |
(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.
| | | 2020 | | | 2021 | | | 2022 | | |
| | | Paul C. Carbone | | | Paul C. Carbone | | | Paul C. Carbone | | |
| | | Bryan C. Barksdale | | | Bryan C. Barksdale | | | Michael J. McMullen | | |
| | | Kirk A. Zambetti | | | Kirk A. Zambetti | | | Bryan C. Barksdale | | |
| | | Hollie S. Castro | | | Hollie S. Castro | | | Kirk A. Zambetti | | |
| | | | | | | | | Hollie S. Castro | | |
| | | | | | | | | S. Faiz Ahmad | | |
(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.
YETI2023 PROXY STATEMENT|61
EXECUTIVE COMPENSATION
| | | | | | | | | | 2020 | | | | 2021 | | | | 2022 | | | |||||||||
| | | | | | Summary Compensation Table Total(a) | | | | | $ | 1,624,573 | | | | | | $ | 2,110,998 | | | | | | $ | 1,587,779 | | | |
| | | | | | Subtract Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(b) | | | | | $ | (699,377) | | | | | | $ | (1,096,615) | | | | | | $ | (1,168,424) | | | |
| | | | | | Add Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(c) | | | | | $ | 2,054,491 | | | | | | $ | 1,256,274 | | | | | | $ | 715,860 | | | |
| | | | | | Adjust for Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(c) | | | | | $ | 1,857,749 | | | | | | $ | 705,730 | | | | | | $ | (469,716) | | | |
| | | | | | Adjust for Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(c) | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | |
| | | | | | Adjust for Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(c) | | | | | $ | 307,872 | | | | | | $ | 844,449 | | | | | | $ | (811,726) | | | |
| | | | | | Subtract Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(c) | | | | | $ | — | | | | | | $ | — | | | | | | $ | (1,093,949) | | | |
| | | | | | Add Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | | | | $ | — | | | | | | $ | — | | | | | | $ | — | | | |
| | | | | | Compensation Actually Paid | | | | | $ | 5,145,307 | | | | | | $ | 3,820,836 | | | | | | $ | (1,240,176) | | | |
(a)
We have not reported any amounts in our Summary Compensation Table with respect to “Change in Pension and Nonqualified Deferred Compensation” and, accordingly, the adjustments with respect to such items prescribed by the pay-versus-performance rules are not relevant to our analysis and no adjustments have been made.
(b)
The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.
(c)
In accordance with Item 402(v) requirements, the fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. We approached the determination of fair value in the same way as we historically have determined fair value and fair values as of each measurement date were determined using valuation assumptions and methodologies (including expected term, volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant under US GAAP. See “Stock-Based Compensation” in the Notes to Consolidated Financial Statements contained in our Annual Report on Form 10-K for additional details.
(6)
Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and that all dividends are reinvested until the last day of each reported fiscal year.
(7)
The peer group used is the S&P 500 Apparel, Accessories & Luxury Goods Index, as used in the Company’s Stock Performance Graph in our annual report. Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and that all dividends are reinvested until the last day of each reported fiscal year.
(8)
The dollar amounts reported are the Company’s net income reflected in the Company’s audited financial statements for the applicable year.
(9)
In the Company’s assessment, Free Cash Flow is the financial performance measure that is the most important financial performance measure used by the company in 2022 to link compensation actually paid to performance. Please see the Compensation Discussion and Analysis section above for a further discussion of Free Cash Flow and how it is utilized in our executive compensation program.
62|YETI2023 PROXY STATEMENT
EXECUTIVE COMPENSATION
Tabular List of Performance Measures
The list below includes the four financial performance measures that in our assessment represent the most important financial performance measures used to link compensation actually paid to our NEOs, for 2022, to company performance.
| | | Tabular List | | |
| | | Free Cash Flow | | |
| | | Relative Total Shareholder Return (TSR) | | |
| | | Net Sales | | |
| | | Adjusted Operating Income | | |
Description of Relationships Between Compensation Actually Paid and Performance
The graphs below describe, in a manner compliant with the relevant rules, the relationship between Compensation Actually Paid and the individual performance measures shown.
Compensation Actually Paid Versus TSR
![[MISSING IMAGE: bc_capvstsr-4c.jpg]](/files/DEF 14A/0001104659-23-034439/bc_capvstsr-4c.jpg)
YETI2023 PROXY STATEMENT|63
EXECUTIVE COMPENSATION
Compensation Actually Paid Versus Net Income
![[MISSING IMAGE: bc_capvsincome-4c.jpg]](/files/DEF 14A/0001104659-23-034439/bc_capvsincome-4c.jpg)
Compensation Actually Paid versus Free Cash Flow
![[MISSING IMAGE: bc_cashflow-4c.jpg]](/files/DEF 14A/0001104659-23-034439/bc_cashflow-4c.jpg)
64|YETI2023 PROXY STATEMENT
EXECUTIVE COMPENSATION
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes our equity compensation plan information as of December 31, 2022:
| | | Plan category | | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | | Weighted- average exercise price of outstanding options, warrants and rights (b) | | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | | |||||||||
| | | Equity compensation plans approved by YETI Holdings, Inc. stockholders(1) | | | | | | 1,369,169(2) | | | | | | $ | 20.10(3) | | | | | | | 2,290,080(4) | | | |
| | | Equity compensation plans not approved by YETI Holdings, Inc. stockholders | | | | | | — | | | | | | | — | | | | | | | — | | | |
| | | Total | | | | | | 1,369,169 | | | | | | $ | 20.10 | | | | | | | 2,290,080 | | | |
(1)
Reflects both the YETI Holdings, Inc. 2012 Equity and Performance Incentive Plan, as amended and restated on June 20, 2018 (the “2012 Plan”), and the YETI Holdings, Inc. 2018 Equity and Incentive Compensation Plan (the “2018 Plan”), both of which were approved by our stockholders via written consent on September 26, 2018. As of October 24, 2018.
- 15 -
Table25, 2018, the 2012 Plan is no longer in effect for new grants.
(2)
Includes an aggregate of Contents
641,604 shares subject to outstanding options granted under the 2012 Plan or the 2018 Plan, as well as an aggregate of 669,055 restricted stock units that have been granted under the 2018 Plan and an aggregate of 58,510 deferred stock units that have been granted under the 2018 Plan. Each restricted stock unit or deferred stock unit is intended to be the economic equivalent of one share of our common stock. Shares of restricted stock do not constitute “options, warrants or rights” and therefore are excluded from this column.
(3)
The weighted-average exercise price does not include outstanding restricted stock units or deferred stock units.
(4)
These shares remain available for future issuance under the 2018 Plan, as the 2012 Plan is no longer in effect for new grants. In addition to options, restricted stock units and deferred stock units, other equity benefits that may be granted under the 2018 Plan include stock appreciation rights, restricted stock, performance shares, performance units, cash incentive awards, and certain other awards based on or related to shares of our common stock.
YETI2023 PROXY STATEMENT|65
AUDIT MATTERS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
The following table sets forth the estimated aggregate fees for professional services rendered by PricewaterhouseCoopers LLP (“PwC”) for fiscal 2022 and fiscal 2021, which were approved in compliance with the Audit Committee’s pre-approval policy described below.
| | | | | | | | | | Fiscal 2022 | | | | Fiscal 2021 | | | ||||||
| | | | | | Audit Fees(1) | | | | | $ | 1,330,088 | | | | | | $ | 1,292,400 | | | |
| | | | | | Audit-Related Fees | | | | | | — | | | | | | | — | | | |
| | | | | | Tax Fees(2) | | | | | $ | 440,610 | | | | | | $ | 528,300 | | | |
| | | | | | All Other Fees(3) | | | | | $ | 174,500 | | | | | | $ | 9,000 | | | |
| | | | | | Total Fees | | | | | $ | 1,945,198 | | | | | | $ | 1,829,700 | | | |
(1)
Audit fees represent amounts billed for professional services rendered in connection with the integrated audit of our annual financial statements and internal controls over financial reporting, and the review of our interim consolidated financial statements included in our quarterly reports filed with the SEC, and services normally provided by our independent registered public accounting firm in connection with statutory or regulatory filings or engagements, accounting consultations on matters addressed during the audit or interim reviews and SEC filings, including comfort letters, consents, and comment letters. The total Audit Fees for fiscal 2021 includes $200,000 in Audit Fees billed after March 21, 2022, the date that our proxy statement for our 2022 annual meeting of stockholders was filed with the SEC.
(2)
Tax fees represent amounts billed for tax advice, tax compliance and consulting.
(3)
Consists of fees for products and services provided by our independent registered public accounting firm that are not included in the categories above.
In considering the nature of the services provided by PwC, the Audit Committee determined that such services are compatible with the provision of independent audit services.
AUDIT COMMITTEE PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES
It is the policy of the Audit Committee to pre-approve all audit engagement fees, terms and services and permissible non-audit services to be performed by our independent registered public accounting firm.
Annually, the Audit Committee reviews and, as it deems appropriate, pre-approves the anticipated audit, audit-related, tax and other services to be performed by the independent registered public accounting firm during the year. The Audit Committee reviews a description of the scope of services falling within pre-designated fee categories and imposes specific budgetary guidelines. The Audit Committee periodically reviews and pre-approves proposed additional services to be performed by the independent registered public accounting firm and related fees that are outside the scope of the services and fees pre-approved by the Audit Committee during its annual review. In order to respond to time-sensitive requests for services that may arise between regularly scheduled meetings, the Audit Committee delegates pre-approval authority to one or more of its members, who report any pre-approval decisions to the Audit Committee at its next scheduled meeting. During fiscal 2022, the Audit Committee did not approve any non-audit services pursuant to the de minimis exception described in Section 10A(i)(1)(B) of the Exchange Act.
AUDIT COMMITTEE REPORT
The following report of the Audit Committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC or be subject to Regulation 14A or 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, except to the extent that YETI specifically incorporates it by reference into such filing.
As provided in its charter, the purposes of the Audit Committee are to (a) assist the Board in fulfilling its oversight responsibilities with respect to (i) the integrity of YETI’s financial statements, (ii) YETI’s
66|YETI2023 PROXY STATEMENT
AUDIT MATTERS
compliance with legal and regulatory requirements, (iii) the independent auditors’ qualifications, independence and performance, and (iv) the performance of YETI’s internal audit function; (b) prepare the Audit Committee’s report to be included in YETI’s annual proxy statement; (c) advise and consult with management and the Board regarding the financial affairs of YETI; and (d) appoint, compensate, retain, dismiss and oversee the work of YETI’s independent auditors. Our principal responsibility is one of oversight. YETI’s management is responsible for the preparation, presentation and integrity of its financial statements and YETI’s independent registered public accounting firm, is responsible for auditing and reviewing those financial statements. YETI’s independent registered public accounting firm reports directly to the Audit Committee, which is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm.
In this context, we have reviewed and discussed YETI’s audited consolidated financial statements for the fiscal year ended December 31, 2022, with YETI’s management and PricewaterhouseCoopers LLP, YETI’s independent registered public accounting firm for fiscal 2022. This review included discussions with PricewaterhouseCoopers LLP regarding those matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. In addition, we received from PricewaterhouseCoopers LLP the written disclosures and the letter required by the applicable requirements of the PCAOB regarding PricewaterhouseCoopers LLP’s communications with the Audit Committee concerning independence and discussed with PricewaterhouseCoopers LLP its independence from YETI and its management.
Based on these reviews and discussions and the reports of PricewaterhouseCoopers LLP, the Audit Committee recommended to the Board that the audited financial statements be included in YETI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, for filing with the SEC.
The Audit Committee
Robert K. Shearer (Chair)
Alison Dean
Frank D. Gibeau
Dustan E. McCoy
Alison Dean
Frank D. Gibeau
Dustan E. McCoy
YETI2023 PROXY STATEMENT|67
AUDIT MATTERS
PROPOSAL 3. RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit YETI’s financial statements. YETI’s independent registered public accounting firm for the fiscal year ended December 31, 2022 was PwC. Although stockholder ratification of this appointment is not required, as a matter of good corporate governance, the Audit Committee requests that stockholders ratify its appointment of PwC to serve as our independent registered public accounting firm for fiscal 2023. If the appointment is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if it determines that such a change would be in the best interests of YETI and its stockholders. The members of the Audit Committee and the Board believe that the Audit Committee’s appointment of PwC as YETI’s independent external auditor is in the best interests of YETI and its stockholders.
We expect that representatives of PwC will be present at the Annual Meeting and will have an opportunity to make a statement if they so desire and to respond to appropriate questions.
| | ✓ | | | The Board unanimously recommends that stockholders vote “FOR” the ratification, on a non-binding basis, of the appointment of PwC as YETI’s independent registered public accounting firm for the fiscal year ending December 30, 2023. | |
68|YETI2023 PROXY STATEMENT
STOCK OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our common stock as of March 9, 2023 by the following:
•
each stockholder who beneficially owns more than 5% of our common stock;
•
each current named executive officer;
NEO (as defined in Compensation Discussion and Analysis);
•
each of our directors and director nominees; and
•
all of our current executive officers and directors as a group.
With respect to our executive officers and directors, we have based the percentages set forth below on each person's beneficial ownership of our common stock as of March 25, 2019.
The number of shares beneficially owned by each stockholder, director or officer is determined according toin accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as affected by applicable community property laws or as otherwise set forth in the footnotes below, all persons listed have sole voting and investment power with respect to all shares shown as beneficially owned by them. The mailing address for each of the directors and executive officers is 7601 Southwest Parkway, Austin, Texas 78735.
| | | Name of Beneficial Owner | | | | Number of Shares of Common Stock Beneficially Owned | | | | Percent of Common Stock Beneficially Owned(1) | | | ||||||
| | | 5% Stockholders: | | | | | | | | | | | | | | | | |
| | | Blackrock, Inc.(2) | | | | | | 7,578,814 | | | | | | | 8.75% | | | |
| | | Capital Research Global Investors(3) | | | | | | 9,338,004 | | | | | | | 10.78% | | | |
| | | Capital World Investors(4) | | | | | | 4,435,256 | | | | | | | 5.12% | | | |
| | | Vanguard Group(5) | | | | | | 7,953,540 | | | | | | | 9.18% | | | |
| | | Wellington Management Group(6) | | | | | | 9,009,580 | | | | | | | 10.40% | | | |
| | | Wasatch Advisors(7) | | | | | | 4,496,071 | | | | | | | 5.19% | | | |
| | | Named Executive Officers, Directors and Director Nominees: | | | | | | | | | | | | | | | | |
| | | S. Faiz Ahmad | | | | | | — | | | | | | | — | | | |
| | | Bryan C. Barksdale(8) | | | | | | 75,617 | | | | | | | * | | | |
| | | Paul C. Carbone(9) | | | | | | 34,211 | | | | | | | * | | | |
| | | Hollie S. Castro(10) | | | | | | 16,722 | | | | | | | * | | | |
| | | Michael J. McMullen(11) | | | | | | 23,180 | | | | | | | * | | | |
| | | Matthew J. Reintjes(12) | | | | | | 602,516 | | | | | | | * | | | |
| | | Kirk A. Zambetti(13) | | | | | | 68,077 | | | | | | | * | | | |
| | | Tracey D. Brown(14) | | | | | | 3,689 | | | | | | | * | | | |
| | | Alison Dean(14)(15) | | | | | | 3,796 | | | | | | | * | | | |
| | | Frank D. Gibeau(14) | | | | | | 6,507 | | | | | | | * | | | |
| | | Mary Lou Kelley(14) | | | | | | 9,351 | | | | | | | * | | | |
| | | Dustan E. McCoy(14)(16) | | | | | | 19,278 | | | | | | | * | | | |
| | | Robert K. Shearer(14) | | | | | | — | | | | | | | — | | | |
| | | All current executive officers and directors as a group (12 persons)(12)(16) | | | | | | 812,011 | | | | | | | * | | | |
*
Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percent of Common Stock Beneficially Owned(1) | ||
| | | | | |
5% Stockholders: | ||||
| | | | | |
Cortec(2) | 44,966,454 | 53.4% | ||
| | | | | |
Ryan R. Seiders(3) | 7,742,714 | 9.2% | ||
| | | | | |
Named Executive Officers, Directors and Director Nominees: | ||||
| | | | | |
David L. Schnadig | — | — | ||
| | | | | |
Dustan E. McCoy(4)(5) | 6,666 | * | ||
| | | | | |
Jeffrey A. Lipsitz | — | — | ||
| | | | | |
Michael E. Najjar | — | — | ||
| | | | | |
Robert K. Shearer(4) | — | — | ||
| | | | | |
Roy J. Seiders(6) | 8,684,062 | 10.3% | ||
| | | | | |
Mary Lou Kelley(4)(7) | 2,948 | * | ||
| | | | | |
Matthew J. Reintjes(8) | 289,016 | * | ||
| | | | | |
Robert O. Murdock | — | — | ||
| | | | | |
Kirk A. Zambetti | — | — | ||
| | | | | |
All executive officers and directors as a group (14 persons)(4)(5)(6)(7)(8) | 9,046,212 | 10.7% | ||
| | | | | |
* Represents less than 1%.
(1)
Percentages based on 84,196,07986,633,088 outstanding shares of our common stock on March 9, 2023.
YETI2023 PROXY STATEMENT|69
STOCK OWNERSHIP
(2)
Information regarding the number of shares beneficially owned is based on information contained in a Schedule 13G filed with the SEC on January 25, 2019.
(2)Includes 41,476,740 shares of common stock held2023 by Cortec Group Fund V, L.P. Cortec Management V, LLC is the managing general partner of Cortec Group Fund V, L.P. The manner in which the investments of Cortec Group Fund V, L.P. are held, including shares of common stock, and
- 16 -
any decisions concerning their ultimate disposition, are subjectBlackrock, Inc. (“Blackrock”). According to the controlSchedule 13G, as of the managers of Cortec Management V, LLC pursuant to Cortec Group Fund V, L.P.'s limited partnership agreement. The managers of Cortec Management V, LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz and R. Scott Schafler. A majority vote of such managers is required to approve actions on behalf of Cortec Management V, LLCDecember 31, 2022, Blackrock had sole voting power with respect to 7,398,259 shares, of common stock held by Cortec Group Fund V, L.P. As a result, none of the managers of Cortec Management V, LLC has direct or indirectshared voting orpower with respect to 0 shares, sole dispositive power with respect to such7,578,814 shares of common stock.
Includes 953,965 shares of common stock held by Cortec Co-Investment Fund V, LLC. The managers of Cortec Co-Investment Fund V, LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz and R. Scott Schafler. A majority vote of such managers is required to approve actions with respect to shares of common stock held by Cortec Co-Investment Fund V, LLC. As a result, none of the managers of Cortec Co-Investment Fund V, LLC has direct or indirect voting orshared dispositive power with respect to such0 shares. The address of BlackRock is 55 East 52nd Street, New York, New York 10055.
(3)
Information regarding the number of shares beneficially owned is based on information contained in a Schedule 13G filed with the SEC on February 10, 2023 by Capital Research Global Investors is a division of common stock.
Includes 2,535,749 sharesCapital Research and Management Company, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited. According to the Schedule 13G, as of common stock held by Cortec Group Fund V (Parallel), L.P. Cortec Management V (Co-Invest), LLC is the general partner of Cortec Group Fund V (Parallel), L.P. The managers of Cortec Management V (Co-Invest), LLC currently consist of David L. Schnadig, Jeffrey A. Lipsitz and R. Scott Schafler. A majority vote of such managers is required to approve actionsDecember 31, 2022, Capital Research Global Investors had sole voting power with respect to 8,539,000 shares, of common stock held by Cortec Group Fund V (Parallel), L.P. As a result, none of the managers of Cortec Management V (Co-Invest), LLC has direct or indirectshared voting or dispositive power respect to such shares of common stock. As Cortec Group Fund V (Parallel), L.P. is required by the terms of its limited partnership agreement to dispose of its equity investments in the same manner and at the same time as Cortec Group Fund V, L.P., Cortec Management V, LLC may also be deemed to have investment control over the shares of common stock held by Cortec Group Fund V (Parallel), L.P. A majority vote of the managers of Cortec Management V, LLC is required to approve actions on behalf of Cortec Management V, LLC with respect to 0 shares, of common stock held by Cortec Group Fund V, L.P. As a result, none of the managers of Cortec Management V, LLC has direct or indirect voting orsole dispositive power with respect to 8,539,000 shares and shared dispositive power with respect to 0 shares. The address of Capital Research Global Investors is 333 South Hope Street, 55
(4)
Information regarding the number of shares beneficially owned is based on information contained in a Schedule 13G/A filed with the SEC on February 13, 2023 by Capital World Investors, a registered investment adviser and a division of Capital Research and Management Company, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. According to the Schedule 13G/A, as of December 31, 2022, Capitol World Investors had sole voting power with respect to 4,435,256 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 4,435,256shares and shared dispositive power with respect to 0 shares. The address of Capitol World Investors is 333 South Hope Street, 55th Floor, Los Angeles, California 90071.
(5)
Information regarding the number of shares beneficially owned is based on information contained in a Schedule 13G/A filed with the SEC on February 9, 2023 by The Vanguard Group (“Vanguard”). According to the Schedule 13G/A, as of December 31, 2022, Vanguard had sole voting power with respect to 0 shares, shared voting power with respect to 39,100 shares, sole dispositive power with respect to 7,829,307 shares and shared dispositive power with respect to 124,233 shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(6)
Information regarding the number of shares beneficially owned is based on information contained in a Schedule 13G/A filed with the SEC on February 9, 2023 by Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP and Wellington Management Company LLP. According to the Schedule 13G/A, as of December 31, 2022, Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP had sole voting power with respect to 0 shares, shared voting power with respect to 7,811,706 shares, sole dispositive power with respect to 0 shares and shared dispositive power with respect to 9,009,580 shares, and Wellington Management Company LLP had sole voting power with respect to 0 shares, shared voting power with respect to 7,808,041 shares, sole voting power with respect to 0 shares and shared dispositive power with respect to 8,768,933 shares. The shares of common stock heldare owned of record by Cortecclients of Wellington Investment Advisors, including Welling Management Company LLP. Wellington Investment Advisors Holdings LLP controls, directly or indirectly, the Wellington Investment Advisers, and is owned by Wellington Group Fund V (Parallel), L.P.
EachHoldings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP. The address of Wellington Management Group LLP and its related entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210.
(7)
Information regarding the managersnumber of Cortec Management V, LLC, Cortec Co-Investment Fund V, LLC,shares beneficially owned is based on information contained in a Schedule 13G filed with the SEC on February 8, 2023 by Wasatch Advisors LP (“Wasatch”). According to the Schedule 13G/A, as of December 31, 2022, Wasatch had sole voting power with respect to 4,496,071 shares, shared voting power with respect to 0 shares, sole dispositive power with respect to 4,496,071 shares and Cortec Management V (Co-Invest), LLC disclaims beneficial ownershipshared dispositive power with respect to 0 shares. The address of theWasatch is 505 Wakara Way, Salt Lake City, Utah 84108.
(8)
Includes 47,293 shares of common stock that Bryan C. Barksdale has the right to acquire within 60 days of March 9, 2023 through the exercise of options.
(9)
Paul C. Carbone ceased serving as our SVP, Chief Financial Officer on October 28, 2022. The amount reported as beneficially owned by such entities.
Mr. Carbone is based on information contained in the last Form 4 filed by Mr. Carbone with the SEC prior to the cessation of his employment, adjusted to give effect to subsequent transactions of which we are aware in connection with employment-related equity awards.
(10)
Hollie S. Castro ceased serving as our Chief Human Resources Officer & SVP of ESG on August 19, 2022. The addressamount reported as beneficially owned by Ms. Castro is based on information contained in the last Form 4 filed by Ms. Castro with the SEC prior to the cessation of Cortec Management V, LLC, Cortec Co-Investment Fund V, LLC, and Cortec Management V (Co-Invest), LLC is 140 East 45th Street, 43rd Floor, New York, New York 10017.
Does not includeher employment, adjusted to give effect to subsequent transactions of which we are aware in connection with employment-related equity awards.
70|YETI2023 PROXY STATEMENT
STOCK OWNERSHIP
(11)
Includes 11,444 shares of common stock held bythat Michael J. McMullen has the other stockholders that are subjectright to acquire within 60 days of March 9, 2023 through the Voting Agreement.
(3)- exercise of options.
(12)
Includes 7,742,714500,750 shares of common stock held by RRS Ice 2, LP. Ryan R. Seiders isthat Matthew J. Reintjes has the managerright to acquire within 60 days of RRS ICE Management, LLC,March 9, 2023 through the general partnerexercise of RRS Ice 2, LP, and may be deemed to beneficially own theoptions.
(13)
Includes 34,968 shares of common stock held by RRS Ice 2, LP. The addressthat Kirk A. Zambetti has the right to acquire within 60 days of RRS ICE Management, LLC is P.O. Box 163325, Austin, Texas 78716.
(4)options.
Does not include sharesMarch 9, 2023 through the exercise of common stock held by the other stockholders that are subject to the Voting Agreement.
(14)
Does not include shares of common stock underlying DSUs granted under the 2018 Plan, which will vest immediately prior to the Annual Meeting, but for which settlement will not occur until the earlier of (a) the date specified by the non-employee director in his or her deferral election form or (b) the six-month anniversary of the non-employee director'sdirector’s cessation of service on ourthe Board, as follows: Tracey D. Brown, 3,796, Alison Dean, 1,342; Frank D. Gibeau, 6,322; Mary Lou Kelley, 12,340; Dustan E. McCoy, 3,155; and Robert K. Shearer, 9,821; and Mary Lou Kelley, 1,141.31,555.
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YETI2023 PROXY STATEMENT|71
STOCK OWNERSHIP
DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors andYETI’s executive officers and directors, and persons who own more than 10%ten percent of our common stock,a registered class of YETI’s equity securities, to file initial reports of ownership on Form 3 and changes in ownership of our equity securitieson Form 4 or Form 5 with the SEC. Directors, executive officers and greater than 10% beneficial holders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of those forms furnished to us, or written representations that no forms were required,our records and other information, we believe that during the fiscal year ended December 29, 2018, all Section 16(a) filing requirements applicablewere met during fiscal 2022 except as described herein. On May 5, 2022, Messrs. Gibeau and Shearer and Ms. Kelley elected to our directors, executive officersforego certain cash compensation in exchange for an award of 1,844, 3,589 and greater than 10% beneficial holders1,844 DSUs, respectively. Forms 4 reporting each of these transactions were satisfied.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The following is a summary of transactions that occurred on or after January 1, 20182022, to which we were a party, in which the amount involved exceeds $120,000 and in which any of our executive officers, directors, or beneficial holders of more than 5% of our capital stock had or will have a direct or indirect material interest.
Each agreement described below was filed as an exhibit to the registration statement on Form S-1 filed with the SEC in connection with our IPO, and the descriptions below are qualified by reference to such agreements.
In connection with our IPO, we entered into the Stockholders Agreement with Cortec and certain other stockholders. See the "Corporate Governance—Board Function, Leadership Structure, and Executive Sessions" and "Corporate Governance—Board Size and Composition" sections of this proxy statement for the specific implications of this agreement.
REGISTRATION RIGHTS AGREEMENT
In connection with our IPO, we entered into a registration rights agreement with Cortec Group Fund V, L.P., Roy J. Seiders, Ryan R. Seiders, certain of their respective affiliates, and certain other stockholders, which was subsequently amended in May 2019 and December 2019 (the "Registration“Registration Rights Agreement"Agreement”). Under the terms of the Registration Rights Agreement, certain of the parties thereto (each, a "Rights Holder"“Rights Holder” and, collectively, the "Rights Holders"“Rights Holders”) may requestdemand registration of, or a demand registration,an underwritten offering of, all or a portion of its common stock. If a Rights Holder makes a demanddemands registration or an underwritten offering, the other stockholders party thereto may request that up to all of their shares of common stock be included in such registration statement.statement or underwritten offering, as the case may be. In each case, the amount registered under the demand registration or offered in an underwritten offering is subject to certain limitations and conditions. We shallconditions, including that (i) we are not be obligated to effectuate more than four demand registrations or underwritten offerings in any 12-month period. Anyperiod and (ii) any demand registration or underwritten offering must be for an anticipated aggregate offering price of at least $250 million. In addition, in the event that we register additional shares of common stock or any series of preferred stock for sale to the public, in the future, we will be required to give notice of thesuch registration to the other parties to the Registration Rights HoldersAgreement and, subject to certain limitations, include shares of common stock held by them in the registration. We are responsible for paying all registration expenses and expenses associated with an underwritten offering in connection with any registration or underwritten offering pursuant to the registration rights agreement (including the costs associated with this registration), excluding any underwriting fees, commissions, discounts and allowances and related legal fees. The Registration Rights Agreement includes customary indemnification provisions in favor of the Rights Holdersstockholders party thereto against certain losses and liabilities arising out of or based upon any filing or other disclosure made by us under the securities laws relating to any such registration.
Other Related Party Transactions
Roy J. Seiders serves in a non-executive capacity The Registration Rights Agreement is filed as Chairman and Founder of YETI Coolers, LLC pursuant to an employment agreement dated September 14, 2015. Total cash payments made by us to Mr. Seiders, including salary, bonus, and dividends in respect of vested options, were approximately $699,000 for such service during 2018.
Ryan R. Seiders, who currently serves as a Co-Founder of YETI Coolers, LLC pursuant to an employment agreement dated September 14, 2015, is the brother of Roy J. Seiders. Total cash payments made by us to
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Mr. Seiders, including salary, bonus, and dividends in respect of vested options, were approximately $684,000 for such service during 2018.
In 2012, we entered into a management services agreement with Cortec that provided for a management fee based on 1.0% of total sales, not to exceed $750,000 annually, plus certain out-of-pocket expenses. Each of Messrs. Lipsitz, Najjar and Schnadig are Managing Partners of Cortec. During fiscal 2018, we incurred fees and out-of-pocket expenses under this agreement of $0.8 million. This agreement was terminated in connection with our IPO and no further payments are due to Cortec.
Policies and Procedures for Related Party Transactions
Pursuantexhibit to our Corporate Governance GuidelinesAnnual Report on form 10-K filed with the SEC on February 27, 2023, and the description herein is qualified by reference to such agreement.
POLICIES AND PROCEDURES FOR RELATED PARTY TRANSACTIONS
Pursuant to the Audit Committee Charter, the Audit Committee is responsible for reviewing and approving or disapproving "Related“Related Person Transactions."” Pursuant to our policy, Related Person Transactions are, subject to the exclusions described below, transactions, arrangements or relationships between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 and in which a related person hasis determined to have, have had, or willexpects to have a direct or indirect material interest or transactions, arrangements or relationships that would cast into doubt the independence of a director, would present the appearance of a conflict of interest between us and related persons or is otherwise prohibited by law, rule or regulation. Our policy specifically excludes the following from the definition of Related Person Transaction: (a) compensation to a director or executive officer that is or will be disclosed in YETI'sYETI’s proxy statement; (b) compensation to an executive officer who is not an immediate family member of a director or of another executive officer that has been approved by the Compensation Committee or the Board; (c) a transaction in which the rates or charges involved are
72|YETI2023 PROXY STATEMENT
STOCK OWNERSHIP
determined by competitive bids, or which involves rates or charges fixed in conformity with law or governmental authority; (d) a transaction that involves services as a bank depositary of funds, transfer agent, registrar, indenture trustee or similar services; (e) a transaction in which the related person'sperson’s interest arises solely from the ownership of YETI stock and all stockholders receive the same benefit on a pro rata basis; and (f) a transaction entered into or consummated prior to the date of our IPO. Our policy regarding Related Person Transactions provides that a related person is: (a) any person who has served as a director or an executive officer of YETI at any time during the last fiscal year; (b) any person whose nomination to become a director has been presented in a proxy statement relating to the election of directors since the beginning of the last fiscal year; (c) any person who was at any time during the last fiscal year an immediate family member of any of the persons listed in (a) and (b) of this sentence; or (d) any person or any immediate family member of such person who is known to us to be the beneficial owner of more than 5% of YETI'sYETI’s stock at the time of the transaction.
transaction
The Audit Committee will report its action with respect to any Related Person Transaction to the Board. In the event that any Related Person Transaction is approved by the Audit Committee, such transaction will be disclosed in our proxy statement for the next annual meeting of stockholders following such approval.
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YETI2023 PROXY STATEMENT|73
ADDITIONAL INFORMATION
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING
Why am I receiving this Proxy Statement?
You are receiving this Proxy Statement in connection with the solicitation of Contents
PROPOSAL 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 28, 2019
The Audit Committee has appointed Grant Thornton LLPproxies by the Board of YETI to serve as the independent registered public accounting firm to audit our financial statements for the fiscal year ending December 28, 2019. Although we are not required to seek stockholder approval of this appointment, we intend to seek stockholder approval of our registered public accounting firm annually. No determination has been made as to what action the Audit Committee would take if our stockholders fail to ratify the appointment. Even if the appointment is ratified, the Audit Committee retains discretion to appoint a new independent registered public accounting firm at any time if the Audit Committee concludes such a change would be in our best interests. We expect that representatives of Grant Thornton LLP will be presentvoted at the Annual Meeting and will have an opportunity to make a statement if they desire to do so and to respond to appropriate questions.
The following table presents fees for professional services rendered by Grant Thornton LLP, our independent registered public accounting firm,(and at any adjournment or postponement of the Annual Meeting), for the fiscal periods indicated:
purposes set forth in the Annual Meeting Notice.
What is a proxy?
| | 2018 | 2017 | ||
|---|---|---|---|---|
| | | | | |
Audit(1) | $926,061 | $576,708 | ||
| | | | | |
Audit-Related | — | — | ||
| | | | | |
Tax | — | — | ||
| | | | | |
All Other | — | — | ||
| | | | | |
Total Fees | $926,061 | $576,708 | ||
| | | | | |
(1)Audit fees represent amounts billed for professional services renderedA proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy in a written document, that document is also called a proxy (or proxy card). Dustan E. McCoy and Robert K. Shearer have been designated as the proxy holders in connection with theauditsBoard’s solicitation ofthe combined and consolidated financial statements of YETI, statutory and subsidiary audits, reviews of the quarterly combined and consolidated financial statements of YETI and assistance with review of documents filed with the SEC, including our registration statement on Form S-1 related to our IPO in fiscal 2018. As a result of our IPO, the amounts reported are not necessarily representative of the fees we expect to pay Grant Thornton LLP in future years.
It is the policy of our Audit Committee to pre-approve all audit engagement fees, terms and services and permissible non-audit services to be performed by our independent registered public accounting firm.
Annually, the Audit Committee reviews and, as it deems appropriate, pre-approves the anticipated audit, audit-related, tax and other services to be performed by the independent registered public accounting firm during the year. The Audit Committee periodically reviews and pre-approves the proposed additional services to be performed by the independent registered public accounting firm and related fees that are outside the scope of the services and fees pre-approved by the Audit Committee during its annual review. In order to respond to time-sensitive requests for services that may arise between regularly scheduled meetings, the Audit Committee delegates pre-approval authority to one or more of its members, who report any pre-approval decisions to the Audit Committee at its next scheduled meeting. During fiscal 2018, the Audit Committee did not approve any non-audit services pursuant to thede minimis exception described in Section 10A(i)(1)(B) of the Exchange Act.
Unless otherwise directed, the proxy holders named in the proxy you submit intend to vote "For" the ratification, on a non-binding basis, of the appointment of Grant Thornton LLP as YETI's independent registered public accounting firm for the fiscal year ending December 28, 2019.
The Board unanimously recommends that stockholders vote "For" the ratification, on a non-binding basis, of the appointment of Grant Thornton LLP as YETI's independent registered public accounting firm for the fiscal year ending December 28, 2019.
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The following table sets forth information regarding all compensation awarded to, earned by, or paid to our named executive officers during 2017 and 2018:
| Name and Principal Positions | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | All Other Compensation(4) ($) | Total ($) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | |
Matthew J. Reintjes | 2018 | 728,269 | — | 16,662,199 | 2,323,252 | 984,375 | 18,809 | 20,716,904 | ||||||||
President and Chief Executive Officer | 2017 | 694,231 | 171,822 | — | — | — | 18,091 | 884,144 | ||||||||
| | | | | | | | | | | | | | | | | |
Kirk A. Zambetti | 2018 | 354,039 | — | 4,684,650 | 398,272 | 318,635 | 18,968 | 5,774,564 | ||||||||
| | | | | | | | | | | | | | | | | |
Robert O. Murdock | 2018 | 330,250 | — | 3,695,203 | 379,689 | 297,225 | 15,024 | 4,717,391 | ||||||||
| | | | | | | | | | | | | | | | | |
(1)Amount reflects a discretionary bonus awarded to Mr. Reintjes for calendar year 2017 based on our successful completion of the following strategic initiatives: critical systems implementation, re-platform of eCommerce site, inventory reduction, quarterly net sales, and margin performance.(2)Amounts in these columns reflect the aggregate grant date fair value of the RSUs and stock option awards, as applicable, granted in 2018 in accordance with Accounting Standards Codification Topic 718. Assumptions used in the calculation of these amounts are included in Note 7 – Stock-Based Compensation of the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 29, 2018. For Mr. Zambetti, stock options previously outstanding were forfeited and replaced with the grant of his RSUs, which was accounted for as a modification. Therefore, the fair value of his RSUs is the difference between the pre-modification fair value of the stock options forfeited and the post-modification fair value of the RSUs.(3)Amounts reflect performance bonuses earned by each named executive officer for 2018 based on our achievement of certain targets related to earnings before interest, taxes, depreciation and amortization ("EBITDA").(4)The amount reported for Mr. Reintjes reflects company-paid life insurance, disability insurance, and health, dental and vision care premiums ($8,309 in 2018 and $8,280 in 2017), company contributions to his health savings account ($2,250 in 2018 and $2,250 in 2017) and company-paid 401(k) plan matching contributions ($8,250 in 2018 and $7,561 in 2017). The amount reported for Mr. Zambetti reflects company-paid life insurance, disability insurance, and health, dental and vision care premiums ($8,468 in 2018), company contributions to his health savings account ($2,250 in 2018) and a company-paid 401(k) plan matching contribution ($8,250 in 2018). The amount reported for Mr. Murdock reflects company-paid life insurance, disability insurance, and health, dental and vision care premiums ($6,774 in 2018) and a company-paid 401(k) plan matching contribution ($8,250 in 2018).
Matthew J. Reintjes. We entered into an amended and restated employment agreement with Mr. Reintjes, our President and Chief Executive Officer, effective October 25, 2018. Pursuant to Mr. Reintjes' employment agreement, Mr. Reintjes' annual base salary is $875,000. For the 2018 calendar year, Mr. Reintjes was eligible to receive an incentive award based on our financial performance and individual objectives, with a target amount equal to 75% of his annual base salary amount for the 2018 calendar year, but the actual
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amount of such bonus exceeded such target amount for a total of $984,375. For each calendar year during the employment period beginning on or after January 1, 2019, Mr. Reintjes' target annual incentive award will be equal to 100% of his annual base salary amount for the applicable calendar year, but the actual amount of such bonus may be less than or exceed such target amount, depending on our performance. Mr. Reintjes' employment agreement provides for an initial term of three years and automatic renewal for additional one year terms, unless either party provides at least 60 days' notice of nonrenewal. Mr. Reintjes' employment agreement provides that we will use our good faith efforts to nominate Mr. Reintjes for re-election to our Board and procure his re-election at any applicable meeting of stockholders (when Mr. Reintjes' term as a director would otherwise expire) held for the purposes of electing directors. Under the employment agreement, Mr. Reintjes is an at-will employee and is subject to customary restrictive covenants, including non-competition and non-solicitation of customer covenants for a period of 12 months following his termination of employment if his employment is terminated during the change in control protection period (as defined in his employment agreement) or 18 months if his employment is terminated outside of the change in control protection period. The severance provisions applicable to Mr. Reintjes are discussed below under "—Potential Payments upon Termination or Change of Control."
Kirk A. Zambetti. Mr. Zambetti, our Senior Vice President of Sales, is a participant in the Senior Leadership Severance Benefits Plan (the "Severance Plan"), as discussed below under "—Senior Leadership Severance Benefits Plan." The severance provisions applicable to Mr. Zambetti are discussed below under "—Potential Payments upon Termination or Change of Control."
Robert O. Murdock. Mr. Murdock, our Senior Vice President of Innovation, is a participant in the Severance Plan, as discussed below under "—Senior Leadership Severance Benefits Plan." The severance provisions applicable to Mr. Murdock are discussed below under "—Potential Payments upon Termination or Change of Control."
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Outstanding Equity Awards as of December 29, 2018
The following table sets forth information regarding outstanding equity awards held by each of our named executive officers as of December 29, 2018:
| | | Option Awards | Stock Awards | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | Grant Date | Number of Securities Underlying Unexercised Options (Exercisable) | Number of Securities Underlying Unexercised Options (Unexercisable) | Option Exercise Price (Per Share) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) | |||||||
| | | | | | | | | | | | | | | |
Matthew J. Reintjes | October 24, 2018(2) | — | 321,691 | $18.00 | October 24, 2028 | — | — | |||||||
| June 23, 2018(3) | — | — | — | — | 524,959 | $7,779,893 | ||||||||
| September 14, 2015(4) | 264,402 | 132,598 | $4.79 | September 14, 2025 | — | — | ||||||||
| | | | | | | | | | | | | | | |
Kirk A. Zambetti | October 24, 2018(2) | — | 55,147 | $18.00 | October 24, 2028 | — | — | |||||||
| June 23, 2018(3) | — | — | — | — | 148,173 | $2,195,924 | ||||||||
| | | | | | | | | | | | | | | |
Robert O. Murdock | October 24, 2018(2) | — | 52,574 | $18.00 | October 24, 2028 | — | — | |||||||
| June 23, 2018(3) | — | — | — | — | 116,421 | $1,725,360 | ||||||||
| | | | | | | | | | | | | | | |
(1)Values in this column are based on a per share value of $14.82, which was the closing price of a share of our common stock on December 28, 2018, the last business day prior to the close of our 2018 fiscal year.(2)As of December 29, 2018, the options granted to Messrs. Reintjes, Zambetti and Murdock were subject to time-vesting conditions as follows: one-quarter of the options will vest on each of October 24, 2019, October 24, 2020, October 24, 2021 and October 24, 2022, subject to the executive officer's continued employment until each such vesting date. The options provide for accelerated vesting upon a change of control of the company, subject to the executive officer's continued employment until such change of control.(3)Pursuant to the RSU agreements that each of Messrs. Reintjes, Zambetti and Murdock entered into with us, the RSUs will become fully vested and nonforfeitable upon a transaction that results in Cortec ceasing to own 35% or more of the voting power of the outstanding securities of YETI (a "Cortec Sale") and the achievement of certain EBITDA targets for calendar years 2018 and 2019; provided that if a Cortec Sale occurs prior to the date on which our Board certifies that the applicable EBITDA target has been achieved, all RSUs that have not already been forfeited will become nonforfeitable. Shares of our common stock will be delivered to the applicable grantee within 30 days of the RSUs becoming nonforfeitable. In order to receive their shares, the grantee must remain employed until the date of the Cortec Sale and must not have violated any of the terms of such grantee's non-competition agreement or other restrictive covenant agreements with us.(4)As of December 29, 2018, the options granted to Mr. Reintjes were subject to time-vesting conditions as follows: approximately one-third of the options vested on July 31, 2017, an additional approximately
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one-third of the options vested on July 31, 2018, and the remaining approximately one-third of the options will vest on July 31, 2019, subject to Mr. Reintjes' continued employment until such vesting date. The options provide for accelerated vesting on a change of control of the company, subject Mr. Reintjes' continued employment until such change of control.
On June 20, 2018, our Board approved the grants of RSUs to various employees, which approval became effective on June 23, 2018, including the grant of 524,959 RSUs to Mr. Reintjes, 148,173 RSUs to Mr. Zambetti, and 116,421 RSUs to Mr. Murdock.
Each RSU represents the right to receive one share of our common stock in the future, subject to the occurrence of certain vesting criteria. In connection with their receipt of RSUs, certain grantees forfeited stock options that we previously granted to them. In addition, those grantees who are not already subject to restrictive covenants pursuant to an employment agreement between such grantee and YETI Coolers, LLC entered into a non-competition agreement in connection with such grantee's receipt of RSUs.
Pursuant to the RSU agreements that each grantee, including each named executive officer, entered into with us, the RSUs will become fully vested and nonforfeitable upon the occurrence of a Cortec Sale and the achievement of certain EBITDA targets for calendar years 2018 and 2019, provided that if a Cortec Sale occurs prior to the date on which our Board certifies that the applicable EBITDA target has been achieved, all RSUs that have not already been forfeited will become nonforfeitable and shares of our common stock will be delivered to the applicable grantee within 30 days of the RSUs becoming nonforfeitable. In order to receive their shares, the grantee must remain employed until the date of the Cortec Sale and must not have violated any of the terms of such grantee's non-competition agreement or other restrictive covenant agreements with us. The RSUs are not transferable or assignable. Each RSU award agreement includes an agreement by the grantee to be subject to a lock-up period for a period of 180 days (or such longer period as necessary to permit compliance with applicable rules and regulations) following the completion of our IPO in October 2018, during which time they are restricted from selling or transferring any of our common stock or other securities.
In October 2018, our Board approved the grant of stock options to various employees, which grants became effective on October 24, 2018, the date we priced our IPO. These grants include an option to Mr. Reintjes to purchase 321,691 shares of our common stock, an option to Mr. Zambetti to purchase 55,147 shares of our common stock, and an option to Mr. Murdock to purchase 52,574 shares of our common stock.
Each of these stock options represents the right to purchase a specified number of shares of our common stock at the same price at which our common stock was initially offered to the public, as determined by the pricing committee of our Board on October 24, 2018, the date we priced our IPO.
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Pursuant to the nonqualified stock option agreements that each grantee, including each named executive officer, has entered into with us, the stock options will become exercisable in four equal annual installments, beginning on the first anniversary of the date of grant, as long as the applicable grantee remains our employee through each such date, with each stock option becoming fully exercisable in the event such grantee dies or becomes disabled (as defined in the applicable agreement) while serving as our employee. In addition, each stock option will become immediately exercisable in full if, within two years following a change in control, the applicable grantee's employment with us terminates as the result of a termination without cause or a termination for good reason (in each case as defined in the applicable agreement), or in the event the stock option is not assumed or replaced by a successor in connection with a change in control. Following a grantee's termination of employment, his or her stock option may generally, to the extent then exercisable, be exercised for a certain period of time following such termination, depending upon the circumstances of such termination; provided that the entire stock option shall terminate and be forfeited in the event the grantee's employment is terminated by us for cause.
We sponsor an annual incentive plan, under which certain employees, including our named executive officers, are eligible to receive an annual incentive award. The amount of Mr. Reintjes' target annual incentive is described under "—Employment Agreements." For 2018, each of Messrs. Zambetti and Murdock was entitled to a target annual incentive award in an amount equal to 60% of the applicable executive's salary earned in 2018. Target award amounts for eligible participants are generally expressed as a percentage of base salary and are calculated on a sliding scale with ranges above and below target consistent with incentive calculations provided to participants during the applicable calendar year. Payments under our annual incentive program are based on the achievement of goals based on a number of factors, including each participant's historical and anticipated future performance, our growth and profitability, and other relevant considerations. Participants must be employed by us on the payment date in order to receive payment of the incentive award. Incentive awards are paid after year-end results are confirmed, during the calendar year following the year to which the incentive award relates. For calendar year 2018, amounts earned under the annual incentive plan were based on our attainment of certain EBITDA targets.
We offer a 401(k) defined contribution plan covering substantially all of our employees, including our named executive officers. Participants may make voluntary contributions to the 401(k) plan, limited by certain Internal Revenue Code (the "Code") restrictions. We are responsible for the administrative costs of the 401(k) plan, and we provide discretionary matching contributions to employee contributions.
Senior Leadership Severance Benefits Plan
Each of Messrs. Zambetti and Murdock participate in the Severance Plan, under which each participant is entitled to severance in connection with certain terminations of employment, subject to the participant's execution of a release of claims. Each participant, including Messrs. Zambetti and Murdock, is required to execute a participation agreement, which designates a participant's applicable participation level, and a restrictive covenants agreement, as a condition of participating in the Severance Plan. Under the restrictive covenants agreements, each participant, including Messrs. Zambetti and Murdock, is subject to customary restrictive covenants, including non-competition and non-solicitation of customer covenants following termination, which for Messrs. Zambetti and Murdock will continue for a period of 12 months. The severance provisions applicable to Messrs. Zambetti and Murdock under the Severance Plan are discussed below under "—Potential Payments upon Termination or Change of Control."
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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.
Under the Severance Plan, Messrs. Zambetti and Murdock are entitled to severance, subject to their execution of a release of claims, as follows:
•If the employment of either of Messrs. Zambetti or Murdock 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), Mr. Zambetti or Mr. Murdock, as applicable, will be eligible to receive a severance amount equal to 100% of his 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. Mr. Zambetti or Mr. Murdock, as applicable, will also be eligible to receive a pro rata portion of his 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
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executive's employment terminates. In addition, we will reimburse the applicable executive for the full amount of his premiums for health care continuation coverage for a period of up to 12 months.
•If the employment of either of Messrs. Zambetti or Murdock 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, Mr. Zambetti or Mr. Murdock, as applicable, will be eligible to receive a severance payment equal to 150% of the sum of his annual base salary amount plus target annual incentive compensation amount (the "Enhanced Severance Amount"). The Enhanced Severance Amount generally would be paid in a single lump sum following the applicable executive's termination of employment; although a portion of this amount would be paid over the 12-month period following the applicable executive's termination of employment, if required under Section 409A of the Code. Mr. Zambetti or Mr. Murdock, as applicable, 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 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 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 Mr. Zambetti or Mr. Murdock, 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 Mr. Zambetti or Mr. Murdock, as applicable, 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).
2012 Equity and Performance Incentive Plan (as amended and restated June 20, 2018). We adopted the 2012 Plan in June 2012 and amended and restated the 2012 Plan on June 20, 2018. Our Board administers the 2012 Plan. Subject to the provisions of the 2012 Plan, our Board has the power to interpret and administer the 2012 Plan and any award agreement and to determine the terms of awards. Nonqualified stock options and RSUs have been granted under the 2012 Plan. Following our IPO, no shares are available for issuance pursuant to new awards under the 2012 Plan.
2018 Equity and Incentive Compensation Plan. Our Board adopted the 2018 Plan, which became effective September 26, 2018. The 2018 Plan is administered by the Compensation Committee. The Compensation Committee has the authority to determine eligible participants in the 2018 Plan and to interpret and make determinations under the 2018 Plan. Pursuant to the 2018 Plan, we may grant stock options, appreciation rights, restricted stock, RSUs, performance shares, performance units, cash incentive awards, and certain other awards based on or related to shares of our common stock.
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Executive Stock Ownership Guidelines
Certain of our executive officers and other senior employees as identified by the Compensation Committee are subject to stock ownership guidelines. Under the stock ownership guidelines, Mr. Reintjes, our President and Chief Executive Officer, is required to own stock in an amount equal to not less than six times his annual base salary, and our other executive officers and other senior employees identified by the Compensation Committee are required to own stock in an amount equal to not less than three times their annual base salary. For purposes of this requirement, an executive's holdings include shares of our common stock held directly or indirectly, individually or jointly, as well as vested share awards that have been deferred for future delivery. Until the stock ownership requirements have been satisfied, Mr. Reintjes and each other executive officer or other identified senior employee is required to retain 50% of the shares received upon settlement of restricted stock, RSUs or performance shares (net of shares with a value equal to the amount of taxes owed by such executive in respect of such settlement) and the shares received on exercise of stock options (net of shares tendered or withheld for the payment of the exercise price and taxes owed by such executive in respect of such exercise), in any case, with respect to equity awards that are granted on or following October 24, 2018. The stock retention requirement does not apply to equity awards that were granted to the executive officers or other senior employees prior to October 24, 2018.
Our clawback policy is administered by the Compensation Committee. Pursuant to this policy, in the event we are required to prepare an accounting restatement of our financial statements as a result of a material noncompliance by us with any financial reporting requirement under the federal securities laws and the Compensation Committee reasonably, and in good faith, determines that any current or former executive officer or any other senior employee identified by the Compensation Committee who received incentive compensation (whether cash or equity) from us on or after the effective date of the clawback policy has willfully committed misconduct that contributed to the noncompliance that resulted in our obligation to prepare the accounting restatement, we have the right to use reasonable efforts to recover from such executive officer or senior employee any excess incentive compensation awarded as a result of the misstatement. Additionally, if any current or former executive officer or any other senior employee identified by the Compensation Committee who received incentive compensation (whether cash or equity) from us on or after the effective date of the clawback policy engages in serious misconduct or activity otherwise prohibited by the clawback policy, we have the right to use reasonable efforts to recover from such executive officer or senior employee any amount of incentive compensation the Compensation Committee reasonably and in good faith deems appropriate. The clawback policy applies to compensation granted on or after the effective date of the policy.
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The following report of the Audit Committee shall not be deemed to be "soliciting material" or to otherwise be considered "filed" with the SEC or be subject to Regulation 14A or 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, except to the extent that YETI specifically incorporates it by reference into such filing.
As provided in its charter, the purposes of the Audit Committee are to (a) assist the Board in fulfilling its oversight responsibilities with respect to (i) the integrity of YETI's financial statements, (ii) YETI's compliance with legal and regulatory requirements, (iii) the independent auditors' qualifications, independence and performance, and (iv) the performance of YETI's internal audit function; (b) prepare the Audit Committee's report to be included in YETI's annual proxy statement; (c) advise and consult with management and the Board regarding the financial affairs of YETI; and (d) appoint, compensate, retain, terminate and oversee the work of YETI's independent auditors. Our principal responsibility is one of oversight. YETI's management is responsible for the preparation, presentation and integrity of its financial statements and Grant Thornton LLP, YETI's independent registered public accounting firm, is responsible for auditing and reviewing those financial statements. Grant Thornton LLP reports directly to the Audit Committee, which is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm.
In this context, we have reviewed and discussed YETI's audited consolidated financial statements for the fiscal year ended December 29, 2018 with YETI's management and Grant Thornton LLP. This review included discussions with Grant Thornton LLP regarding those matters required to be discussed by Auditing Standard 1301,Communications with Audit Committees, issued by the Public Company Accounting Oversight Board (the "PCAOB"). In addition, we received from Grant Thornton LLP the written disclosures and the letter required by the applicable requirements of the PCAOB regarding Grant Thornton LLP's communications with the Audit Committee concerning independence and discussed with Grant Thornton LLP its independence from YETI and its management. We also considered whether the provision of non-audit services to YETI is compatible with Grant Thornton LLP's independence.
Based on these reviews and discussions and the reports of Grant Thornton LLP, the Audit Committee recommended to the Board that the audited financial statements be included in YETI's Annual Report on Form 10-K for the fiscal year ended December 29, 2018 for filing with the SEC.
The Audit Committee
Robert K. Shearer (Chair)Dustan E. McCoyMichael E. Najjar
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Any stockholder who wishes to have a qualified proposal considered for inclusion in our proxy statement for our 2020 Annual Meeting of Stockholders must comply with the procedural and other requirements set forth in Rule 14a-8 under the Exchange Act. To be eligible for inclusion in our proxy statement for the 2020 Annual Meeting of Stockholders, the proposal must be received by our Secretary at our principal executive offices no later than December 6, 2019.
In addition, any stockholder who intends to submit a proposal for consideration at our 2020 Annual Meeting of Stockholders, but not for inclusion in our proxy statement, or who intends to submit nominees for election as directors at the meeting must notify our Secretary in writing. Under our Bylaws, such written notice must (a) be received at our principal executive offices no earlier than January 18, 2020 and no later than the close of business on February 17, 2020 and (b) satisfy specified requirements set forth in our Bylaws.
Important Notice Regarding the Availability of Proxy Materialsproxies for the Annual Meeting of Stockholders to Be Held on May 17, 2019.
The Notice of Annual Meeting of Stockholders, this proxy statement and our 2018 Annual Report to Stockholders are available on the Internet at www.proxyvote.com.
The following information applicable to the Annual Meeting may be found in this proxy statement and the Notice of Internet Availability of Proxy Materials or the proxy card that you received:
•The date, time and location of the Annual Meeting;•A list of the matters intended to be acted on and our Board's recommendations regarding those matters;•Any control/identification numbers that you need to access your proxy; and•Information about attending the Annual Meeting and voting in person.
Our Board has made our proxy materials available to you over the Internet or, upon your request, has mailed you a printed version of these materials in connection with the Annual Meeting, which will take place on May 17, 2019. We mailed the Notice of Internet Availability of Proxy Materials to our stockholders on April 4, 2019, and our proxy materials were posted on the website referenced in the Notice of Internet Availability of Proxy Materials on that same date.
We have sent or provided access to the materials to you because our BoardMeeting.
Who is soliciting your proxy to vote your shares at our Annual Meeting. We will bear all expenses incurred in connection with this proxy solicitation. Our officers and employees may solicit your proxy by telephone, by facsimile transmission or in person and they will not be separately compensated for such services. We solicit proxies to give all stockholders an opportunity to vote on matters that will be presented at the Annual Meeting. In this proxy statement, you will find information on these matters, which is provided to assist you in voting your shares. If your shares are held through a broker or other nominee (i.e., in "street name") and you have requested printed versions of these materials, we have requested that your broker or nominee forward this proxy statement to you and obtain your voting instructions, for which we will reimburse them for reasonable out-of-pocket expenses.
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Our Board selected March 25, 2019 as the record date for determining stockholders entitled to vote at the Annual Meeting. This means that if you were a registered stockholder with our transfer agent and registrar, Broadridge Corporate Issuer Solutions, Inc., asMeeting?
Holders of shares of YETI’s common stock at the close of business on March 9, 2023, which is the date that the Board has designated as the record date you mayfor the Annual Meeting (the “Record Date”), are entitled to vote yourtheir shares on the matters to be considered at the Annual Meeting. If your sharesAs of the Record Date, there were held in street name through a broker or nominee on that date, you should refer to the instructions provided by your broker or nominee for further information. They are seeking your instructions on how you want your shares voted.
On the record date, 84,196,07986,633,088 shares of our common stock wereissued and outstanding. Each outstanding share of YETI’s common stock entitles its holder to one vote on each matter to be acted on at the Annual Meeting.
How many shares must be present to Vote
Most stockholders can votehold the Annual Meeting?
The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of our common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum to transact business. If a quorum is not present or represented at the Annual Meeting, the chair of the Annual Meeting or, if directed by the chair of the Annual Meeting, holders of a majority of the issued and outstanding shares of our common stock present, in three ways:
•- person or by
Internetproxy atwww.proxyvote.com; •- the Annual Meeting and entitled to vote thereon, may adjourn the Annual Meeting from time to time without notice or other announcement until a quorum is present or represented.
What am I voting on and what are the Board voting recommendations?
See page 1 of this Proxy Statement under “Proxy Summary — Matters To Be Voted On.”
Can other matters be decided at the Annual Meeting?
Management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in the Annual Meeting Notice and has no information that others will do so. If other matters requiring a vote of the stockholders properly come before the Annual Meeting, it is the intention of the proxy holders appointed by telephone; or
•the Board to vote the shares represented by mail.
the proxies held by them in accordance with applicable law and their judgment on such matters.
How can I vote?
See page 1 of this Proxy Statement under “Proxy Summary — How To Vote.”
Can I change my proxy vote?
If you are a stockholder of record, you can vote your shares by voting by Internet, telephone, mailing in your proxy (if you requested and received a printed version of the proxy materials) or in person at the Annual Meeting. You may give us your proxy by following the instructions included in the Notice of Internet Availability of Proxy Materials or, if you received a printed version of these proxy materials, in the enclosed proxy card. If you want to vote by mail but have not received a printed version of these proxy materials, you may request a full set of proxy materials through the instructions in the Notice of Internet Availability of Proxy Materials. If you vote using either telephone or the Internet, you will save us mailing expense.
By giving us your proxy, you will be directing us how to vote your shares at the Annual Meeting. Even if you plan on attending the Annual Meeting, we urge you to submit a proxy now, instructing how your shares are to be voted at the Annual Meeting. This will ensure that your vote is represented at the Annual Meeting. If you do attend the Annual Meeting, you can change your vote at that time, if you then desire to do so.
If you are the beneficial owner of shares held in street name, the methods by which you can access the proxy materials and give the voting instructions to the broker or nominee may vary. Accordingly, beneficial owners should follow the instructions provided by their brokers or nominees to vote by Internet, telephone or mail. If you want to vote by mail but have not received a printed version of these proxy materials, you may request a full set of proxy materials as instructed by the Notice of Internet Availability of Proxy Materials. If you want to vote your shares in person at the Annual Meeting, you must obtain a valid proxy from your broker or nominee. You should contact your broker or nominee or refer to the instructions provided by your broker or nominee for further information. Additionally, the availability of Internet or telephone voting depends on the voting process used by the broker or nominee that holds your shares.
You may receive more than one Notice of Internet Availability of Proxy Materials or proxy statement and proxy card or voting instruction form if your shares are held through more than one account (e.g., through different brokers or nominees). Each Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form only covers those shares held in the applicable account. If you hold shares in more than one account, you will have to provide voting instructions as to all your accounts to vote all your shares.
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How to Change Your Vote or Revoke Your Proxy
For stockholders of record, you may change your vote or revoke your proxy at any time before the Annual Meeting by:
•
returning a signed proxy card with a later date;
•
authorizing a new vote electronically through the Internet or by telephone; or
•
delivering a written noticerevocation of your proxy to ourBryan C. Barksdale, Senior Vice President, General Counsel and Secretary, atYETI Holdings, Inc., 7601 Southwest Parkway, Austin, Texas 78735 granting a new, later datedbefore your original proxy (including by submitting a later dated proxy by telephone or on the Internet) or by voting in personis voted at the Annual Meeting. Attendance
74|YETI2023 PROXY STATEMENT
ADDITIONAL INFORMATION
Your attendance at the Annual Meeting will not, by itself, constitute revocation of a proxy. Unless you attend the Annual Meeting and vote your shares in person,at the Annual Meeting, you should change your vote using the same method (by Internet, telephone or mail) that you first used to vote your shares. This will help the inspector of election for the Annual Meeting verify your latest vote.
For
If you are a beneficial ownersowner of shares, held in street name, you should follow thecan submit new voting instructions in the information provided by contacting your broker, bank or nominee to change your vote or revoke your proxy. If you want to change your vote as to shares held in street name by voting in person at the Annual Meeting, you must obtain a valid proxy from the broker or nominee that holds those shares for you.
The Annual Meeting will be held only if a quorum exists. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority in voting power of the shares of the capital stock of YETI issued and outstanding and entitled toother nominee. You also can vote at the Annual Meeting by using the control number on your proxy card, voting instruction form, or Notice of Internet Availability.
What if I return my proxy card but do not provide voting instructions?
Proxies that are signed and returned but do not contain voting instructions will be necessary and sufficientvoted:
•
FOR ALL to constitute a quorum. If you attend the Annual Meeting and vote in person or if you submit a proxy by Internet, telephone or mail, instructing how your shares are to be voted at the Annual Meeting, your shares will be counted toward a quorum, even if you abstain from voting on a particular matter. Shares held by brokers that constitute "broker non-votes" because they have not received voting instructions from the beneficial owners and lack the discretionary authority to vote on a particular matter, as described below, will count for quorum purposes.
We are asking you to vote on the following:
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For stockholders of record, all shares represented by proxies will be voted at the Annual Meeting in accordance with instructions given by the stockholders. Where a stockholder returns its proxy and no instructions are given with respect to a given matter, the proxy holders named in the proxy will vote those shares: (a) "For All"elect each of the Board'sthree Class II director nominees listed in this Proxy Statement (Proposal 1);
•
FOR the electionapproval of two Class I directors; (b) "For"the compensation paid to YETI’s named executive officers (Proposal 2);
•
FOR the ratification of the appointment of Grant Thornton LLPPWC as ourYETI’s independent registered public accounting firm for the fiscal year ending December 28, 2019;30, 2023 (Proposal 3); and (c) in
•
In the discretion of the named proxy holders upon suchif any other business as maymatters are properly comebrought before the Annual Meeting.
Will my shares be voted if I don’t provide my proxy or instruction card?
Registered Stockholders
If your shares are registered in your name, your shares will not be voted unless you provide a proxy by Internet, by telephone, by mail, or vote in person at the Annual Meeting.
Plan Participants
If you are a stockholder of recordparticipant in our employee 401(k) plan and you do not returnprovide timely directions to the plan trustee, shares allocated to your proxy, no votesaccount(s) will be castvoted by the plan trustee depending on the terms of your behalf on any of the items of business at the Annual Meeting.
For beneficial owners of shares held in street name, in most instances, the brokers, banks, or nominees holding shares for beneficial owners must vote those shares as instructed. Absent instructions from you, brokers holding yourplan and other legal requirements.
Beneficial Owners
Brokers who hold shares in street name for consumers are required to vote shares in accordance with instructions received from the beneficial owners. Rule 452 of the NYSE restricts when brokers who are record holders of shares may vote your shares as they decide as to matters for which they haveexercise discretionary authority under the applicable NYSE rules. Under these rules, a broker does not have
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discretion to vote any uninstructedthose shares in the absence of instructions from beneficial owners. Brokers are not permitted to vote on non-discretionary items such as the election of directors. Accordingly,directors, executive compensation and other significant matters without instructions from the beneficial owner, although brokers will be permitted to vote on discretionary items such as auditor ratification. As a result, if you do not submit voting instructions to your broker no votes will be cast onand your behalfshares are held in the election of two Class I directors (Proposal 1). Your broker, however, will be entitled tostreet name, your brokerage firm cannot vote your shares in its discretion, absent instructions from you, on the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm (Proposal 2).Proposals 1 and 2, which are considered non-discretionary matters, but may vote your shares on Proposal 3, which is considered a discretionary matter. If your broker exercises this discretion with respect to vote your shares on Proposal 2,3, your shares will constitute "broker non-votes" with respect to“broker non-votes” on Proposal 1.
We1 and Proposal 2.
Multiple Forms of Ownership
YETI cannot provide a single proxy or instruction card for stockholders who own shares in multiple forms as registered stockholders, plan participants or beneficial owners. As a result, if your shares are not awareheld in multiple types of any other matters that may be presented or acted on at the Annual Meeting. Ifaccounts, you vote by signing and mailing a proxy card (if you requested and received a printed version of the proxy materials) ormust submit your proxy usingvotes for each type of account in accordance with the Internet or telephone voting procedures,instructions you receive for that account.
What is the individuals named as proxies may vote your shares, in their discretion, on any other matter requiring a stockholder vote that comes before the Annual Meeting.
Inrequired for each proposal?
For Proposal 1, the election of twothe Class III directors, you may vote "For All"“For All” director nominees or withhold your vote for any one or more of the director nominees. Under our Bylaws, 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
YETI2023 PROXY STATEMENT|75
ADDITIONAL INFORMATION
election of directors at a meeting of stockholders at which a quorum is present. Withheld votes and broker non-votes will have no effect on the election of directors. This means that the individuals nominated for election to the Board who receive the most affirmative votes (among votes properly cast in person or by proxy) will be elected.
For Proposal 2, you may vote "For"“For” or "Against"“Against” or abstain from voting. This proposal requiresUnder our Bylaws, the affirmative vote of a majority of the shares of common stock cast affirmatively or negatively on the matter.proposal by holders present or represented at the Annual Meeting is required to approve the compensation paid to our named executive officers. Abstentions and broker non-votes will not be considered as votes cast and, as a result, will not have any effect on the proposal.
For Proposal 3, you may vote “For” or “Against” or abstain from voting. Under our Bylaws, the affirmative vote of a majority of the shares of common stock cast affirmatively or negatively on the proposal by holders present or represented at the Annual Meeting is required to ratify the appointment of our independent registered public accounting firm. Abstentions will not be considered as votes cast and, as a result, will not have any effect on the proposal. Because the ratification of the appointment of the independent auditor is considered a "routine"“routine” matter, there will be nowe do not anticipate any broker non-votes with respect to Proposal 2.
All voted proxies3.
When did YETI begin mailing the Proxy Notice and ballotsfirst make available this Proxy Statement and form of proxy to stockholders?
We began mailing the Proxy Notice, and first made available this Proxy Statement and the accompanying form of proxy to our stockholders, on or about March 20, 2023.
Who will count the votes?
A representative of Broadridge Financial Solutions, Inc., our transfer agent, will tabulate the votes and act as the inspector of election.
Where can I find the voting results of the Annual Meeting?
The preliminary voting results will be handled to protect yourannounced at the Annual Meeting. The final voting privacy as a stockholder. Your voteresults will not be disclosed except:
•to meet any legal requirements;•in limited circumstances such as a proxy contest in opposition to our Board;•to permit independenttallied by the inspectors of election and disclosed by YETI in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.
What is “householding” and how does it affect me?
With respect to tabulateeligible stockholders who share a single address and certify your vote;did not receive a Proxy Notice, we are sending only one Proxy Statement and Annual Report to that address unless we received instructions to the contrary from any stockholder at that address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, if a stockholder of record residing at such address wishes to receive a separate Proxy Statement or
• Annual Report in the future, he or she may contact Investor Relations, YETI Holdings, Inc., 7601 Southwest Parkway, Austin, Texas 78735 or call (512) 271-6332 and ask for Investor Relations. Eligible stockholders of record receiving multiple copies of our Proxy Statement and the Annual Report can request householding by contacting us in the same manner. Stockholders who own shares through a bank, broker or other nominee can request householding by contacting the nominee.
We hereby undertake to adequately responddeliver promptly, upon written or oral request, a copy of this Proxy Statement or Annual Report to youra stockholder at a shared address to which a single copy of the document was delivered. Requests should be directed to the address or phone number set forth above.
Who bears the cost of this proxy solicitation?
The cost of preparing, assembling, posting on the Internet, printing and mailing the Proxy Notice, Annual Meeting Notice, Annual Report, this Proxy Statement, and the form of proxy, as well as the reasonable costs of forwarding solicitation materials to the beneficial owners of shares of our common stock, and other costs of solicitation, will be borne by YETI. Officers and employees of YETI may solicit proxies, either through personal contact or by mail, telephone or other electronic means. These officers and employees will not receive additional compensation for soliciting proxies, but will be reimbursed for out-of-pocket expenses. Brokerage houses and other custodians, nominees, and fiduciaries, with shares
76|YETI2023 PROXY STATEMENT
ADDITIONAL INFORMATION
of our common stock registered in their names, will be requested to forward solicitation materials to the beneficial owners of such shares of our common stock.
Can I find additional information on YETI’s website?
Yes. Although the information contained on our website is not part of this Proxy Statement, you will find information about YETI and our corporate governance practices under “Governance” in the Investor Relations section of our website, www.YETI.com. Our website contains information about the Board, Board committees, Charter, Bylaws, Code of Business Conduct, Corporate Governance Guidelines and information about insider transactions. Stockholders may obtain, without charge, hard copies of the above documents by writing to YETI Holdings, Inc., 7601 Southwest Parkway, Austin, Texas 78735, Attn: Investor Relations.
DIRECTOR NOMINATIONS AND STOCKHOLDER PROPOSALS
Any stockholder who wishes to have a qualified proposal considered for inclusion in our proxy statement for our 2024 Annual Meeting of Stockholders must comply with the procedural and other requirements set forth in Rule 14a-8 under the Exchange Act. To be eligible for inclusion in our proxy statement for the 2024 Annual Meeting of Stockholders, the proposal must be received by our Secretary at our principal executive offices no later than November 21, 2023.
In addition, any stockholder who intends to submit a proposal for consideration at our 2024 Annual Meeting of Stockholders, but not for inclusion in our proxy statement, or who intends to submit nominees for election as directors at the Annual Meeting must notify our Secretary in writing. Under our Bylaws, such written commentsnotice must (a) be received at our principal executive offices no earlier than January 5, 2024 and no later than the close of business on yourFebruary 4, 2024, and (b) satisfy specified requirements set forth in our Bylaws.
Further, any stockholder who intends to solicit proxies in support of director nominees other than the Board’s nominees at our 2024 Annual Meeting must deliver written notice to YETI setting forth the information required by Rule 14a-19 under the Exchange Act, unless the required information has been provided in a preliminary or definitive proxy card.
statement previously filed by the stockholder. Such written notice must be provided in accordance with Rule 14a-19 no later than March 5, 2024. However, if the date of the 2024 Annual Meeting changes by more than 30 days from the date of this year’s Annual Meeting, written notice must be received by the later of 60 days prior to the date of the 2024 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2024 Annual Meeting is first made. The notice requirement under Rule 14a-19 is in addition to the applicable notice requirements under our Bylaws as described above.
ANNUAL REPORT
You may obtain a copy of YETI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 without charge by sending a written request to YETI Holdings, Inc., 7601 Southwest Parkway, Austin, Texas 78735, Attn: Investor Relations. The Annual Report on Form 10-K is also available at www.YETI.com.
OTHER BUSINESS
The Board is not aware of any other business to be brought before the Annual Meeting. If, however, any other business should properly come before the Annual Meeting, the persons named as proxy holders will have discretion to vote the proxy in accordance with applicable law and their judgment on such matters.
YETI2023 PROXY STATEMENT|77
ADDITIONAL INFORMATION
By Order of the Board of Directors,
Bryan C. Barksdale
Senior Vice President, General Counsel and Secretary
Dated:April 4,March 20, 2023
Senior Vice President, General Counsel and Secretary
Dated:
78|YETI2023 PROXY STATEMENT
APPENDIX A
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
This Proxy Statement refers to “adjusted net sales,” “adjusted gross profit,” “adjusted gross margin,” “adjusted operating income,” “adjusted operating margin,” “adjusted net income,” and “adjusted net income per diluted share” which are not defined by generally accepted accounting principles (“GAAP”) and are considered non-GAAP financial measures, as defined by SEC Regulation G. For each of these non-GAAP financial measures, we have provided below a reconciliation of the differences between the non-GAAP measures to the most directly comparable financial measures calculated in accordance with GAAP. We believe these non-GAAP financial measures may be useful in evaluating our financial information and comparing year-over-year performance, and we have incorporated adjusted net sales and adjusted operating income as a performance measure in our STIP. However, these measures should not be considered in isolation and should be viewed in addition to, and not as an alternative for, our reported results prepared in accordance with GAAP. In addition, our non- GAAP financial information may not be comparable to similarly titled measures reported by other companies.
The following table provides a numerical reconciliation of these non-GAAP financial measures (in millions, except for per share amounts):
| | | | | | 2018 | | | | 2019 | | | | 2020 | | | | 2021 | | | | 2022 | | |||||||||||||||
| | Net sales | | | | | $ | 778.8 | | | | | | $ | 913.7 | | | | | | $ | 1,091.7 | | | | | | $ | 1,411.0 | | | | | | $ | 1,595.2 | | |
| | Product recalls(1) | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 38.4 | | |
| | Adjusted net sales | | | | | $ | 778.8 | | | | | | $ | 913.7 | | | | | | $ | 1,091.7 | | | | | | $ | 1,411.0 | | | | | | $ | 1,633.6 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Gross margin | | | | | $ | 383.1 | | | | | | $ | 475.3 | | | | | | $ | 628.8 | | | | | | $ | 816.1 | | | | | | $ | 763.4 | | |
| | Product recalls(1) | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 97.0 | | |
| | Adjusted gross margin | | | | | $ | 383.1 | | | | | | $ | 475.3 | | | | | | $ | 628.8 | | | | | | $ | 816.1 | | | | | | $ | 860.4 | | |
| | Adjusted gross profit | | | | | | 49.2% | | | | | | | 52.0% | | | | | | | 57.6% | | | | | | | 57.8% | | | | | | | 52.7% | | |
Note: Amounts may recalculate due to rounding.
(1)
Represents adjustments and charges associated with the proposed voluntary product recalls. For fiscal 2022, these include a reduction to net sales for estimated future refunds of $38.4 million; and recorded costs in costs of goods sold primarily associated with inventory write-offs and estimated future product replacement and logistics costs of $58.6 million.
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APPENDIX A
| | | | | | 2018 | | | | 2019 | | | | 2020 | | | | 2021 | | | | 2022 | | |||||||||||||||
| | Operating income | | | | | $ | 102.2 | | | | | | $ | 89.8 | | | | | | $ | 214.2 | | | | | | $ | 274.9 | | | | | | $ | 126.4 | | |
| | Non-cash stock-based compensation expense(1) | | | | | | 13.2 | | | | | | | 52.3 | | | | | | | 9.0 | | | | | | | 15.5 | | | | | | | 17.8 | | |
| | Long-lived asset impairment | | | | | | 1.2 | | | | | | | 0.6 | | | | | | | 1.1 | | | | | | | 2.5 | | | | | | | 1.2 | | |
| | Product recalls(2) | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 128.9 | | |
| | Business optimization expense(3) | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 2.2 | | | | | | | — | | |
| | Investments in new retail locations and international market expansion(4) | | | | | | 0.8 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | Transition to Cortec majority ownership(5) | | | | | | 0.8 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | Transition to the ongoing senior management team(6) | | | | | | 1.8 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | Transition to a public company(7) | | | | | | 4.2 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | Adjusted operating income | | | | | $ | 124.2 | | | | | | $ | 142.7 | | | | | | $ | 224.3 | | | | | | $ | 295.1 | | | | | | $ | 274.3 | | |
| | % of Adjusted net sales | | | | | | 15.9% | | | | | | | 15.6% | | | | | | | 20.5% | | | | | | | 20.9% | | | | | | | 16.8% | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Net income | | | | | $ | 57.8 | | | | | | $ | 50.4 | | | | | | $ | 155.8 | | | | | | $ | 212.6 | | | | | | $ | 89.7 | | |
| | Non-cash stock-based compensation expense(1) | | | | | | 13.2 | | | | | | | 52.3 | | | | | | | 9.0 | | | | | | | 15.5 | | | | | | | 17.8 | | |
| | Long-lived asset impairment | | | | | | 1.2 | | | | | | | 0.6 | | | | | | | 1.1 | | | | | | | 2.5 | | | | | | | 1.2 | | |
| | Product recalls(2) | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 128.9 | | |
| | Business optimization expense(3) | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | 2.2 | | | | | | | — | | |
| | Other expense (income)(8) | | | | | | 1.3 | | | | | | | 0.7 | | | | | | | (0.1) | | | | | | | 3.2 | | | | | | | 5.7 | | |
| | Investments in new retail locations and international market expansion(4) | | | | | | 0.8 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | Transition to Cortec majority ownership(5) | | | | | | 0.8 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | Transition to the ongoing senior management team(6) | | | | | | 1.8 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | Transition to a public company(7) | | | | | | 4.2 | | | | | | | — | | | | | | | — | | | | | | | — | | | | | | | — | | |
| | Tax impact of adjusting items(9) | | | | | | (5.4) | | | | | | | (12.3) | | | | | | | (2.4) | | | | | | | (5.7) | | | | | | | (37.6) | | |
| | Adjusted net income | | | | | $ | 75.6 | | | | | | $ | 91.8 | | | | | | $ | 163.3 | | | | | | $ | 230.3 | | | | | | $ | 205.7 | | |
| | % of Adjusted net sales | | | | | | 9.7% | | | | | | | 10.0% | | | | | | | 15.0% | | | | | | | 16.3% | | | | | | | 12.6% | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Adjusted net income per diluted share | | | | | $ | 0.91 | | | | | | $ | 1.06 | | | | | | $ | 1.86 | | | | | | $ | 2.60 | | | | | | $ | 2.36 | | |
| | Weighted average common shares outstanding – diluted | | | | | | 83.5 | | | | | | | 86.3 | | | | | | | 87.8 | | | | | | | 88.7 | | | | | | | 87.2 | | |
Note: Amounts may recalculate due to rounding.
(1)
Includes $40.7 million of one-time non-cash stock-based compensation expense related to pre-IPO restricted stock units (“PRSUs”) that vested and were fully recognized in fiscal 2019. The vesting of the PRSUs was triggered when Cortec, our majority stockholder at the time, ceased to own more than 35% of the voting power of our outstanding common stock following the closing of our November 2019
secondary offering.
-34-
secondary offering.
(2)
Represents adjustments and charges associated with the proposed voluntary product recalls. For fiscal 2022, these include a reduction to net sales for estimated future refunds of $38.4 million; recorded costs in costs of goods sold primarily associated with inventory write-offs and estimated future product replacement and logistics costs of $58.6 million; and operating expenses of $31.9 million associated with recall-related costs.
(3)
Represents start-up costs, transition and integration charges associated with our new distribution facility in Memphis, Tennessee, and costs to exit our distribution facility in Dallas, Texas.
(4)
Represents retail store pre-opening expenses and costs for expansion into new international markets.
(5)
Represents management service fees paid to Cortec, our majority stockholder at the time. The management services agreement with Cortec was terminated immediately following the completion of our initial public offering in October 2018.
(6)
Represents severance, recruiting, and relocation costs related to the transition to our ongoing senior management team.
(7)
Represents fees and expenses in connection with our transition to a public company, including consulting fees, recruiting fees, salaries, and travel costs related to members of our Board of Directors, fees associated with Sarbanes-Oxley Act compliance, incremental audit and legal fees associated with being a public company.
(8)
Other expense (income) primarily consists of realized and unrealized foreign currency gains and losses on
80|YETI2023 PROXY STATEMENT
APPENDIX A
intercompany balances that arise in the ordinary course of business. Fiscal 2018, fiscal 2019, and fiscal 2020 includes the impact of the loss on prepayment, modification and extinguishment and extinguishment of debt.
(9)
Represents the tax impact of adjustments calculated at an expected statutory tax rate of 24.5% for fiscal 2020, fiscal 2021 and fiscal 2022, 22.9% for fiscal 2019, and 23.3% for fiscal 2018. For Fiscal 2019, the tax impact of adjustments is net of a $0.9 million discrete income tax expense related to the recognition of $40.7 million one-time non-cash stock-based compensation expense associated with pre-IPO PRSUs that vested and were fully recognized in fiscal 2019.
| | | | | | 2022 | | | | 2021 | | ||||||||||||||||||||||||||||||||||
| | | | | | Net Sales | | | | Product Recalls(1) | | | | Adjusted Net Sales | | | | Net Sales | | | | Product Recalls | | | | Adjusted Net Sales | | ||||||||||||||||||
| | Channel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Wholesale | | | | | $ | 677.5 | | | | | | $ | 32.2 | | | | | | $ | 709.8 | | | | | | $ | 626.3 | | | | | | $ | — | | | | | | $ | 626.3 | | |
| | Direct-to-consumer | | | | | | 917.7 | | | | | | | 6.2 | | | | | | | 923.9 | | | | | | | 784.7 | | | | | | | — | | | | | | | 784.7 | | |
| | Total | | | | | $ | 1,595.2 | | | | | | $ | 38.4 | | | | | | $ | 1,633.6 | | | | | | $ | 1,411.0 | | | | | | $ | — | | | | | | $ | 1,411.0 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Category | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Coolers & Equipment | | | | | $ | 612.5 | | | | | | $ | 38.4 | | | | | | $ | 650.9 | | | | | | $ | 551.9 | | | | | | $ | — | | | | | | $ | 551.9 | | |
| | Drinkware | | | | | | 947.2 | | | | | | | — | | | | | | | 947.2 | | | | | | | 832.4 | | | | | | | — | | | | | | | 832.4 | | |
| | Other | | | | | | 35.5 | | | | | | | — | | | | | | | 35.5 | | | | | | | 26.7 | | | | | | | — | | | | | | | 26.7 | | |
| | Total | | | | | $ | 1,595.2 | | | | | | $ | 38.4 | | | | | | $ | 1,633.6 | | | | | | $ | 1,411.0 | | | | | | $ | — | | | | | | $ | 1,411.0 | | |
Note: Amounts may recalculate due to rounding.
(1)
Represents adjustments and charges associated with the proposed voluntary product recalls. For fiscal 2022, these include a reduction to net sales for estimated future refunds of $38.4 million.
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YETI HOLDINGS, INC. C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote byinformation up until 11:59 p.m. Eastern Time on May 16, 2019.the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC. P.O. BOX 1342 BRENTWOOD, NY 11717 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would likeDuring The Meeting - Go to reducewww.virtualshareholdermeeting.com/YETI2023 You may attend the costs incurred by the company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years.the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote byinstructions up until 11:59 p.m. Eastern Time on May 16, 2019.the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope the company haswe have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E72890-P21660V02033-P87560 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THISRECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. YETI HOLDINGS, INC. The Board of Directors recommends you vote For All the following: For Withhold All For All AllAllExceptExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. YETI HOLDINGS, INC. The Board of Directors recommends you vote FOR ALL to elect each Class II director nominee named in Proposal 1. ! !!! ! 1. Election of twothree Class I directors.II directors Nominees: 01) Matthew J. ReintjesMary Lou Kelley 02) Roy J. SeidersDustan E. McCoy 03) Robert K. Shearer For Against Abstain The Board of Directors recommends you vote For the following proposal:FOR proposals 2 and 3. ! ! ! 2. Approval, on an advisory basis, of the compensation paid to our named executive officers. ! ! ! 3. Ratification of the appointment of Grant ThorntonPricewaterhouseCoopers LLP as YETI Holdings, Inc.'s’s independent registered public accounting firm for the fiscal year ending December 28, 2019.30, 2023. NOTE: SuchIn their discretion, the proxy holders are authorized to vote on such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signatureofficer.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 17, 2019: 1. Meeting:The Notice of Annual Meeting of Stockholders, 2. Proxy Statement 3. 2018and 2022 Annual Report to Stockholders are available at www.proxyvote.com. E72891-P21660 YETIwww.proxyvote.com.V02034-P87560YETI HOLDINGS, INC. 2019INC.2023 Annual Meeting of Stockholders May 17, 2019StockholdersMay 4, 2023 8:00 A.M. ThisCDTThis proxy is solicited by the Board of Directors TheDirectorsThe undersigned hereby appoint(s) Dustan E. McCoy and Robert K. Shearer, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as provided below,on the reverse side, with all the powers which the undersigned would possess if personally present, all of the shares of common stock of YETI Holdings, Inc. that the undersigned is/are entitled to vote at the 20192023 Annual Meeting of Stockholders to be held at 8:00 A.M., local time,CDT, on May 17, 2019,4, 2023, at the YETI Flagship store, located at 220 S. Congress Avenue, Austin, Texas 78704,www.virtualshareholdermeeting.com/YETI2023, and any adjournment or postponement thereof. Thethereof.The shares represented by this proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, the shares represented by this proxy will be voted "For All" of the nominees in the election of twothree Class III directors and "FOR" proposal 2."For" Proposals 2 and 3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the 20192023 Annual Meeting of Stockholders. ContinuedStockholders.Continued and to be signed on reverse side
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