yeti-20250319

UNITED STATES

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. )

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Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

YETI Holdings, Inc.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11


YETI Holdings, Inc. 7601 Southwest Parkway Austin, Texas 78735 March 21, 2025 DEAR FELLOW STOCKHOLDERS: We are pleased to invite you to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of YETI Holdings, Inc. (“YETI”) to be held virtually on Thursday, May 1, 2025, at 8:00 a.m. CDT, at www.virtualshareholdermeeting.com/YETI2025. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. However, shareholders will be able to listen, vote and submit questions. You will need to provide the 16-digit control number that is on your Notice of Internet Availability of Proxy Materials (the “Notice”) or on your proxy card if you receive materials by mail. Please review the instructions for virtual attendance included in the accompanying Proxy Statement. The following pages include a formal notice of the Annual Meeting and YETI’s Proxy Statement. These materials describe the Annual Meeting agenda items and other important information about the Annual Meeting. Please read these materials so that you will know what we plan to do at the Annual Meeting. To support the conservation of natural resources, we have continued to provide access to our proxy materials over the Internet by mailing a 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 the Annual Meeting, and supports conservation of natural resources. It is important that your shares are voted whether or not you plan to virtually attend the Annual Meeting. You can use 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’s future. On behalf of management and our Board of Directors, we thank you for your continued support of YETI.


			Sincerely, Matthew J. Reintjes President and Chief Executive Officer, Director


YETI® 2025 Proxy Statement			i



NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


DATE Thursday, May 1, 2025			TIME 8:00 a.m. CDT			LOCATION www.virtualshareholdermeeting.com/YETI2025



			YETI’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”) will be held virtually. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person. To participate in the Annual Meeting, you will need to enter the 16-digit control number and follow the instructions on your proxy card, voting instruction form, or Notice of Internet Availability. See “Questions and Answers about the Annual Meeting” beginning on page 6 2 of the accompanying proxy statement for more information, including how to vote.

ITEMS OF BUSINESS

At the Annual Meeting, stockholders will be asked to consider and vote on the following proposals:



			1			Election of the three Class I director nominees named in the accompanying proxy statement to serve until YETI’s 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;



			2			Approval, by a non-binding advisory vote, of the compensation paid to YETI’s named executive officers (a “say-on-pay” vote); and



			3			Ratification of the appointment of PricewaterhouseCoopers LLP as YETI’s independent registered public accounting firm for the fiscal year ending January 3, 2026; and

The stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

STOCKHOLDERS ENTITLED TO VOTE

The Board of Directors has set the close of business on March 3, 2025 as the record date for determining those stockholders who are 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 the Record Date are entitled to receive notice of, attend, and vote at the Annual Meeting. 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.

This Notice of Annual Meeting of Stockholders, the accompanying proxy statement and YETI’s 2024 Annual Report to Stockholders are available at www.proxyvote.com.


YETI® 2025 Proxy Statement			iii

YOUR VOTE IS IMPORTANT

Whether or not you plan to attend the Annual Meeting, you are urged to submit your proxy or voting instructions in one of the manners described in the accompanying materials as soon as possible so that your shares will 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, please have on hand the control number on your proxy card or Notice of Internet Availability you previously received.

By Order of the Board of Directors,

Bryan C. Barksdale

Senior Vice President, Chief Legal Officer and Secretary

March 21, 2025


iv			YETI® 2025 Proxy Statement

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement (this “Proxy Statement”) of YETI Holdings, Inc. (“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 28, 2024, 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

In this Proxy Statement, we make references to our website 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.


YETI® 2025 Proxy Statement			v



TABLE OF CONTENTS


PROXY SUMMARY			1

OUR BOARD OF DIRECTORS			4
Proposal 1. Election of Class I Directors			4
Director Nominees			5
Class I Directors			6
Directors Continuing in Office			8
Class II Directors			8
Class III Directors			11
Board Composition, Qualifications, and Demographics			12
Board Skills Matrix			13

CORPORATE GOVERNANCE			14
Director Independence			14
Board Size and Composition			14
The Board and Its Committees			14
Audit Committee			15
Compensation Committee			15
Nominating and Governance Committee			16
Director Nomination Process			16
Compensation Committee Interlocks and Insider Participation			17
Board Function, Leadership Structure, and Executive Sessions			17
The Role of the Board in Succession Planning			18
The Role of the Board in Risk Oversight			18
Board Assessments			19
Overboarding Policy			19
Code of Business Conduct			19
Communication with the Board			19
Insider Trading Policy			20
Anti-Hedging and Anti-Pledging Policies			20


Non-Employee Director Compensation			20
Cash Compensation			21
Equity Compensation			21
Company Product Discount			21
Non-Employee Director Stock Ownership Guidelines			21
Fiscal 2024 Director Compensation Table			22
Executive Officers			22

EXECUTIVE COMPENSATION			24
Proposal 2. Approval, on an Advisory Basis, of the Compensation Paid to Our Named Executive Officers			24
Compensation Discussion and Analysis			25
Our Named Executive Officers for Fiscal 2024			25
Executive Summary			26
Compensation Philosophy and Objectives			28
Compensation Determination Process			29
Fiscal 2024 Compensation Program			32
Additional Compensation Policies and Practices			38
Executive Stock Ownership Guidelines			38
Clawback Policy			39
Timing of Grants of Certain Equity Awards			39
Policy with Respect to Section 162(m) of the Internal Revenue Code			39
Compensation Committee Report			40
2024 Summary Compensation Table			41
Employment Agreements			42
Fiscal 2024 Grants of Plan-Based Awards Table			42
Outstanding Equity Awards at 2024 Fiscal Year-End Table			44
Equity Compensation Plans			46
Fiscal 2024 Option Exercises and Stock Vested Table			46
Post-Termination Compensation			46
Senior Leadership Severance Benefits Plan			46
Potential Payments upon Termination or Change of Control			47
Post-Employment Compensation Table			48
CEO Pay Ratio			49
Pay Versus Performance			50
Equity Compensation Plan Information			55


AUDIT MATTERS			56
Independent Registered Public Accounting Firm Fees			56
Audit Committee Pre-Approval of Audit and Non-Audit Services			56
Audit Committee Report			57
Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm			58

STOCK OWNERSHIP AND CERTAIN RELATIONSHIPS			59
Security Ownership of Certain Beneficial Owners and Management			59
Certain Relationships and Related Party Transactions			61

ADDITIONAL INFORMATION			62
Questions and Answers about the Annual Meeting			62
Director Nominations and Stockholder Proposals			66
Annual Report			66
Other Business			66

APPENDIX A			A-1
Reconciliation of Non-GAAP Financial Measures			A-1



PROXY SUMMARY

This Proxy Statement is being furnished in connection with the solicitation of proxies by YETI’s Board of Directors (the “Board”) for use at YETI’s Annual Meeting to be held virtually on Thursday, May 1, 2025, at 8:00 a.m. CDT, at www.virtualshareholdermeeting.com/YETI2025 for the purpose of voting on the matters set forth in the Notice of Annual Meeting of Stockholders (the “Annual Meeting Notice”) and any adjournments or postponements thereof. YETI’s proxy materials are first being made available on or about March 21, 2025 to all stockholders entitled to vote at the Annual Meeting.

The summary below highlights certain information contained in this Proxy Statement but does not contain all of the information that you should consider before voting. For more complete information, please review our Annual Report to Stockholders covering YETI’s fiscal year ended December 28, 2024 (our “Annual Report”) and this entire Proxy Statement. See also “Questions and Answers About the Annual Meeting” beginning on page 62 of this Proxy Statement for additional information about the Annual Meeting, including how to vote.



			Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting. As permitted by SEC rules, YETI has elected to make the Annual Meeting Notice, this Proxy Statement, and our Annual Report available to our stockholders primarily via the Internet at www.proxyvote.com, rather than mailing printed copies of these materials to each stockholder. Each stockholder (other than those who previously requested electronic delivery of all materials or previously elected to receive delivery of a paper copy of the proxy materials) will receive a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) containing instructions on how to access and review the proxy materials, including the Annual Meeting Notice, this Proxy Statement and the Annual Report, on the Internet and how to access an electronic proxy card to vote on the Internet. If you receive a Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability to request that a paper copy be mailed to you.


YETI® 2025 Proxy Statement			1


Proxy Summary

MATTERS TO BE VOTED ON

The matters to be voted on at the Annual Meeting and the Board’s voting recommendations for such matters are as set forth below:


		Board Recommendation	Page Reference

1	The election of the three Class I director nominees named in this Proxy Statement to serve until YETI’s 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;	FOR	4



2	The approval, by a non-binding advisory vote, of the compensation paid to YETI’s named executive officers;	FOR	24



3	The ratification of the appointment of PricewaterhouseCoopers LLP as YETI’s independent registered public accounting firm for the fiscal year ending January 3, 2026;	FOR	58

The stockholders will also transact such other business as may properly come before the Annual Meeting or any adjournment(s) or postponement(s) thereof.

ABOUT YETI

Headquartered in Austin, Texas, YETI is a global designer, retailer, and distributor of innovative outdoor products. As of December 28, 2024, we employed approximately 1,340 people worldwide, representing 10 countries. We distribute our products through an omni-channel strategy, comprised of our wholesale and our direct-to-consumer (“DTC”) channels. From coolers and drinkware to bags and apparel, YETI products are built to meet the unique and varying needs of outdoor pursuits, whether in the remote wilderness, at the beach, or anywhere life takes you. By consistently delivering high-performing, exceptional products, we have built a strong following of brand loyalists throughout the world, ranging from serious outdoor enthusiasts to individuals who simply value products of uncompromising quality and design. We have an unwavering commitment to outdoor and recreation communities, and we are relentless in our pursuit of building superior products for people to confidently enjoy life outdoors and beyond.

OUR BOARD OF DIRECTORS

Name

Age

Class

Director Since

Current Term Expires

Committee Membership

Audit

Compensation Committee

Nominating and Governance

Elizabeth L. Axelrod

2023

2025

Alison Dean

III

2020

2027

n p

Frank D. Gibeau

2020

2025

Robert A. Katz

III

2023

2027

Mary Lou Kelley

2019

2026

Dustan E. McCoy

2018

2026

Matthew J. Reintjes

2016

2025

Robert K. Shearer «

2018

2026

« Chair of the Board l Committee Chair n Committee Member p Audit Committee Financial Expert


2			YETI® 2025 Proxy Statement


			Proxy Summary

PEOPLE, PRODUCT, AND PLACES

As a brand rooted in passion for the outdoors, we are committed to serve as responsible stewards of the planet and our communities. YETI is built on the relationships we’ve made, the unparalleled products we create, and the places we've supported and helped to protect. As a result, our strategy, Keep the Wild Wild, centers on three interconnected areas, each with a set of specific goals and programs for addressing our most impactful environmental and social issues: People, Product, and Places.

People

Product

Places

YETI believes that people are central to our long-term success. We aim to create positive social impact for the people in our workforce, supply chain, and communities, while also driving financial performance.

YETI products are durable, high-performing, and built for the wild. We are committed to minimizing the environmental impact of bringing those products to life.

YETI recognizes the role we have to play in ensuring the wild is healthy, thriving, and inclusive for generations to come. The more time we spend outside, the more we understand our responsibility to protect the places we love.

COMMUNITY REACH

15 Communities

200+ Ambassadors

Fish

Hunt

BBQ

Culinary

Beverage

Skate

Surf/Paddle

Ski/Snow

Climb/Alpine

Rodeo

Ranch

Equestrian

Wellness

Golf

Sports


YETI® 2025 Proxy Statement			3



OUR BOARD OF DIRECTORS

PROPOSAL 1. ELECTION OF CLASS I DIRECTORS

The Board currently consists of eight qualified directors with skills aligned to our business and strategy. The table below sets forth the names of our current directors, including each of our Class I directors whose term expires at the Annual Meeting and each director of YETI who will continue to serve as a director after the Annual Meeting. Our Board has nominated each of the three current Class I directors for election at the Annual Meeting as further described under “Director Nominees” below.


Name	Class	Year Term Expires
Elizabeth L. Axelrod	I	2025
Frank D. Gibeau	I	2025
Matthew J. Reintjes	I	2025
Mary Lou Kelley	II	2026
Dustan E. McCoy	II	2026
Robert K. Shearer	II	2026
Alison Dean	III	2027
Robert A. Katz	III	2027

The classified structure of the Board was adopted in our Amended and Restated Certificate of Incorporation, effective October 25, 2018 (the “Certificate of Incorporation”).

Director nominees are elected by a plurality of the votes cast by holders of the shares of our common stock entitled to vote in the election of directors at a meeting of stockholders at which a quorum is present. This means that the three Class I director nominees who receive the most affirmative votes (among votes properly cast in person or by proxy) will be elected to the Board at the Annual Meeting.



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


4			YETI® 2025 Proxy Statement


			Our Board of Directors

BOARD SNAPSHOT

Average Age: 62

Average Tenure: 4.75 Years

DIRECTOR NOMINEES

We are asking our stockholders to elect Elizabeth L. Axelrod, Frank D. Gibeau, and Matthew J. Reintjes to serve as Class I directors for a term of three years ending at our 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each Class I director nominee currently serves as a Class I director whose term expires at the Annual Meeting. The Board has nominated these directors following the recommendation of the Nominating and Governance Committee of the Board.

Each Class I director nominee has consented to be named as a director nominee in this Proxy Statement and to serve as a Class I director if elected, and each Class I director nominee has expressed his or her intention to serve the entire term. However, should any director nominee become unable or unwilling to serve as a director at the time of the Annual Meeting, the proxy holders may vote the proxies for the election of any substitute nominee the Board may nominate or designate, or the Board may reduce the number of directors constituting the Board. Unless otherwise directed, the proxy holders named in the proxy you submit intend to vote “For All” to elect each Class I director nominee to the Board.

The following sections provide information with respect to each nominee for election as a Class I director. It includes the specific experience, qualifications, and skills considered by the Nominating and Governance Committee and the Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director’s tenure on the Board, his or her age, and such director’s committee assignments. Ages are as of March 21, 2025.


YETI® 2025 Proxy Statement			5


Our Board of Directors

CLASS I DIRECTORS (FOR TERMS EXPIRING IN 2028)


Elizabeth L. Axelrod

						CAREER HIGHLIGHTS •Airbnb, Inc., a vacation rental online marketplace company –Global Head of Employee Experience (2017 - 2021) •eBay Inc., an e-commerce company –Senior Vice President, Human Resources (2005 - 2015) •WPP plc, a multinational communications, advertising, and technology company –Chief Talent Officer (2002 - 2005) OTHER PUBLIC COMPANY BOARD SERVICE •Heidrick & Struggles International, Inc., an international executive search, management and leadership consulting firm (since 2016) — current Chair of Human Resources and Compensation Committee and member of Nominating and Board Governance Committee •WPP plc, a multinational communications, advertising, and technology company (2002 - 2005) EDUCATION •M.P.P.M., Yale University •B.S., Economics, University of Pennsylvania’s Wharton School KEY SKILLS AND QUALIFICATIONS Ms. Axelrod was selected to serve on our Board because of her: •extensive human resources and talent management experience •deep understanding of global businesses and e-commerce •broad experience in corporate strategy
Director Since: December 2023
Age: 62
Committees: Compensation (Chair); Nominating & Governance
Independent: Yes


Frank D. Gibeau

						KEY SKILLS AND QUALIFICATIONS •Take-Two Interactive Software, Inc., a leading developer of interactive entertainment –President, Zynga Label (since 2022) •Zynga Inc., a leading provider of social game services –Chief Executive Officer (2016 - 2022) •Electronic Arts Inc., a global leader in digital interactive entertainment –Executive Vice President of EA Mobile (2013 - 2015) –President of EA Labels (2011 - 2013) –President of EA Games Label (2007 - 2011) –Executive Vice President, General Manager, North America Publishing (2005 - 2007) –Senior Vice President of North American Marketing (2002 - 2005) OTHER PUBLIC COMPANY BOARD SERVICE •Hasbro, Inc., a global play and entertainment company (since 2024) — current member of Finance and Capital Allocation Committee •Zynga Inc., a leading provider of social game services (2015 - 2022) EDUCATION •M.B.A., Santa Clara University •B.S., Business Administration, University of Southern California KEY SKILLS AND QUALIFICATIONS Mr. Gibeau was selected to serve on our Board because of his: •extensive leadership experience in a public company •extensive public accounting, finance, and internal control experience •deep knowledge of corporate strategy, product development and brand building
Director Since: February 2020
Age: 56
Committees: Audit; Compensation
Independent: Yes


6			YETI® 2025 Proxy Statement


			Our Board of Directors


Matthew J. Reintjes

						CAREER HIGHLIGHTS •YETI Holdings, Inc. –President and Chief Executive Officer (since 2015) •Vista Outdoor Inc., a manufacturer of outdoor sports and recreation products, which, prior to 2015, was operated as a reporting segment of Alliant Techsystems Inc. –Vice President of Outdoor Products (February 2015 - September 2015) •Alliant Techsystems Inc., an aerospace, defense, and sporting goods company –Vice President of Accessories (2013 - 2015) •Bushnell Holdings Inc., a portfolio of leading brands in outdoor and recreation products –Chief Operating Officer (May 2013 - November 2013) •Hi-Tech Industrial Services, Inc., a supplier of industrial services –Chief Operating Officer (January 2013 - May 2013) •Danaher Corporation, a global science and technology company –President of KaVo Equipment Group-North America (2011 - 2013) –President-Imaging (April 2011 - October 2011) –Roles including Vice President/General Manager, Vice President of Sales, and Senior Product Manager (2004 - 2011) EDUCATION •M.B.A., University of Virginia’s Darden School of Business •B.A., Economics, University of Notre Dame KEY SKILLS AND QUALIFICATIONS Mr. Reintjes was selected to serve on our Board because of his: •perspective and experience as our President and CEO •extensive experience in corporate strategy, brand leadership, new product development, general management processes •operations leadership with companies in the outdoor sports and recreation products industries
Director Since: March 2016
Age: 49


YETI® 2025 Proxy Statement			7


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 the Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director’s tenure on the Board, his or her age, and such director’s committee assignments. Ages are as of March 21, 2025.

CLASS II DIRECTORS (TERMS EXPIRE IN 2026)


Mary Lou Kelley

						CAREER HIGHLIGHTS •Best Buy Co., Inc., a consumer electronics retailer –President, E-commerce (2014 - 2017) •Chico’s FAS Inc., a retail women’s clothing chain –Senior Vice President, E-commerce (2010 - 2014) •L.L. Bean, Inc. a retail company –Vice President of Retail Real Estate and Marketing (2006 - 2009) OTHER PUBLIC COMPANY BOARD SERVICE •Finning International Inc., a dealer of construction machinery and equipment (since 2018) - Current member of Human Resources Committee and Safety, Environment & Social Responsibility Committee •Vera Bradley, Inc., a luggage and handbag design company (2015 - 2025) EDUCATION •M.B.A., University of Virginia’s Darden School of Business •B.A., Economics, Boston College KEY SKILLS AND QUALIFICATIONS Ms. Kelley was selected to serve on our Board because of her: •extensive executive leadership experience •deep knowledge of consumer products, e-commerce, and omni-channel marketing •knowledge of corporate compensation and governance matters
Director Since: February 2019
Age: 64
Committees: Audit; Nominating & Governance (Chair)
Independent: Yes


8			YETI® 2025 Proxy Statement

SEC Form DEF 14A filed by YETI Holdings Inc.