2025 Annual Report 2026 Proxy Statement

NOTICE OF ANNUAL MEETINE AND PROXY

STATEMENT

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YETI Holdings, Inc.

7601 Southwest Parkway Austin, Texas 78735

March 26, 2026

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 7, 2026, at 8:00 a.m. CDT, at https://www.virtualshareholdermeeting.com/YETI2026.

Although there will not be a physical location for the Annual Meeting, stockholders will be able to listen, vote and submit questions at the link provided above. In order to vote or submit questions, you will need to provide the 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.

Details regarding how to attend the Annual Meeting online and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice and Proxy Statement. This year we are again providing 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.

Your vote is important. Regardless of whether you plan to participate in the Annual Meeting, we hope you will vote as soon as possible. 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.

On behalf of management and our Board of Directors, we thank you for your ongoing support of, and continued interest in, YETI.

Sincerely,

Matthew J. Reintjes

President and Chief Executive Officer, Director

ITEMS OF BUSINESS

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

1

Election of the four Class II director nominees named in the accompanying proxy statement to serve until YETI's 2029

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);

3

Approval, by a non-binding advisory vote, of the frequency of future say-on-pay votes (a ''say-on-frequency'' vote);

and

4

Ratification of the appointment of PricewaterhouseCoopers LLP as YETI's independent registered public accounting

firm for the fiscal year ending January 2, 2027.

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 10, 2026 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 2025 Annual Report to Stockholders are available at https://www.proxyvote.com.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice of Annual Meeting of Stockholders

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 26, 2026

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 January 3, 2026, 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 https://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.

Proposal 1. Election of Class II Directors 3

Board Skills Matrix 4

Board Snapshot 5

Director Nominees 5

Director Biographies

5

CORPORATE GOVERNANCE 11

Director Independence 11

The Board and Its Committees 12

Audit Committee 12

Compensation and Talent Committee 13

Nominating and Governance Committee 13

Board Size, Composition, and Qualifications 14

Director Nomination Process 14

Compensation and Talent Committee Interlocks and Insider Participation 15

Board Function, Leadership Structure, and Executive Sessions 15

The Role of the Board in Succession Planning 15

The Role of the Board in Risk Oversight 16

Board Evaluations 16

Overboarding Policy 16

Code of Business Conduct 17

Communication with the Board 17

Insider Trading Policy 17

TABLE OF CONTENTS

Anti-Hedging and Anti-Pledging Policies 17

Non-Employee Director Compensation 18

Executive Officers 21

Proposal 2. Approval, on an Advisory Basis, of the Compensation Paid to Our Named Executive Officers 22

Compensation Discussion and Analysis 23

Our Named Executive Officers for Fiscal 2025 23

Executive Summary 24

Compensation Philosophy and Objectives 26

Compensation Determination Process 27

Fiscal 2025 Compensation Program 29

Additional Compensation Policies and Practices 35

Executive Stock Ownership Guidelines 35

Clawback Policy 35

Timing of Grants of Certain Equity Awards 36

Policy with Respect to Section 162(m) of the Internal Revenue Code 36

Compensation and Talent Committee Report 36

2025 Summary Compensation Table 37

Employment Agreements 38

Fiscal 2025 Grants of Plan-Based Awards Table 38

Outstanding Equity Awards at 2025 Fiscal Year-End Table 40

Equity Compensation Plans 42

Fiscal 2025 Option Exercises and Stock Vested Table 42

Post-Termination Compensation Table 42

CEO Pay Ratio 46

Pay Versus Performance 47

Equity Compensation Plan Information 51

Proposal 3. Approval, By a Non-Binding Advisory Vote, of the Frequency of Future Say-On-Pay Votes 52

AUDIT MATTERS 53

Independent Registered Public Accounting Firm Fees 53

Audit Committee Pre-Approval of Audit and Non-Audit Services 53

Audit Committee Report 54

Proposal 4. Ratification of Appointment of Independent Registered Public Accounting Firm

55

STOCK OWNERSHIP AND CERTAIN RELATIONSHIPS 56

Security Ownership of Certain Beneficial Owners and Management 56

Certain Relationships and Related Party Transactions 58

Delinquent Section 16(a) Reports

58

ADDITIONAL INFORMATION 59

Questions and Answers about the Annual Meeting 59

Director Nominations and Stockholder Proposals 63

Annual Report 64

Other Business

64

APPENDIX A A-1

Reconciliation of Non-GAAP Financial Measures A-1

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 7, 2026, at 8:00 a.m. CDT, at https://www.virtualshareholdermeeting.com/YETI2026 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 26, 2026 to all stockholders entitled to vote at the Annual Meeting.

Please review and consider our Annual Report to Stockholders covering YETI's fiscal year ended January 3, 2026 (our ''Annual Report'') and this entire Proxy Statement before voting. In particular, see ''Questions and Answers About the Annual Meeting'' beginning on page 59 of this Proxy Statement for additional information about the Annual Meeting, including how to vote.

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 four Class II director nominees named in this Proxy Statement to

serve until YETI's 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;

FOR

3

2

The approval, by a non-binding advisory vote, of the compensation paid to YETI's

named executive officers;

FOR

22

3

The approval, by a non-binding advisory vote, of the frequency of future say-on-pay

votes (a ''say-on-frequency'' vote); and

1 YEAR

52

4

The ratification of the appointment of PricewaterhouseCoopers LLP as YETI's

independent registered public accounting firm for the fiscal year ending January 2, 2027.

FOR

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

INTRODUCTION

ABOUT YETI

Headquartered in Austin, Texas, YETI is a global designer, retailer, and distributor of innovative outdoor products. As of January 3, 2026, we employed approximately 1,390 people worldwide, representing 12 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.

PEOPLE, PRODUCT, AND PLACES

As a brand rooted in passion for the outdoors, we are committed to serving 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.

PROPOSAL 1. ELECTION OF CLASS II DIRECTORS

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

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

The Board unanimously recommends that stockholders vote ''FOR ALL'' to elect each Class II director nominee to the Board.

OUR BOARD OF DIRECTORS

Arne Arens 55 II 2025 2026

Mary Lou Kelley 65 II 2019 2026

Dustan E. McCoy 76 II 2018 2026

Robert K. Shearer

74 II 2018 2026

Alison Dean 61 III 2020 2027

J. Magnus Welander 60 III 2025 2027

Elizabeth L. Axelrod 63 I 2023 2028

Frank D. Gibeau 57 I 2020 2028

Matthew J. Reintjes 50 I 2016 2028

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

OUR BOARD OF DIRECTORS

Board Skills Matrix

Arens

Axelrod

Dean

Gibeau

Kelley

McCoy

Reintjes

Shearer

Welander

Experience & Strategic Competencies

Finance/Accounting

We place high importance on accurate financial reporting and robust financial controls and value directors with an in-depth understanding of financial management, financial reporting and capital allocation processes.

Digital/E-Commerce

A majority of our sales are through our DTC channel, which makes directors with experience in e-commerce operations and digital business strategies valuable.

Consumer Products

Directors with consumer product experience contribute a deep understanding of our business needs, growth opportunities, industry risks, and

product merchandising.

Global Business

Because we are continuing to expand internationally, we value directors with experience managing or overseeing global operations and who have experience navigating various cultural, political, and regulatory requirements.

Supply Chain

Given the increasingly complex and continually evolving global trade environment, we value directors with experience in supply chain management, including inventory management, distribution, logistics, and sourcing.

Technology/Cybersecurity

Directors with experience in technology, cybersecurity, or artificial intelligence provide critical perspective to us regarding oversight of the opportunities, risks, resources, and infrastructure related to such topics.

Marketing/Branding

Directors with marketing, media, branding, or reputational management experience provide critical insight into maintaining and strengthening our brand, which is integral to our success and growth plans.

Public Company Board/Governance

Directors with public company board experience contribute an understanding of board dynamics, investor relations, risk management, and oversight of strategic, operational, and compliance-related matters, as well as provide advice as to governance best practices.

Executive Leadership

Directors with executive leadership experience provide us with knowledge of strategic planning, risk management, and oversight of operational and

policy issues.

Talent Management

Human resources and talent management experience assists our Board in overseeing compensation, succession planning, and talent acquisition/retention.

BOARD SNAPSHOT

Average Age: 62 Average Tenure: 5 Years

2

3

4

3

4

1

1

50-59 Years

60-69 Years

>70 Years

0-2 Years

3-5 Years

6-8 Years

9+ Years

DIRECTOR NOMINEES

We are asking our stockholders to elect Arne Arens, Mary Lou Kelley, Dustan E. McCoy, and Robert K. Shearer to serve as Class II directors for a term of three years ending at our 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Each Class II director nominee currently serves as a Class II director whose term expires at the Annual Meeting. The Board has nominated these directors following the recommendation of the Nominating and Governance Committee of the Board.

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

''For All'' to elect each Class II director nominee to the Board.

DIRECTOR BIOGRAPHIES

The following sections provide information with respect to each nominee for election as a Class II director and each director who will continue to serve as a director after the Annual Meeting. This information describes the specific experience, qualifications, and skills considered by the Nominating and Governance Committee and the Board in assessing the appropriateness of the person to serve as a director, as well as the start of each director's tenure on the Board, his or her age, and such director's committee assignments. Ages are as of March 26, 2026.

Director Nominees

Class II Directors (Terms Expire in 2026)

Director Since:

March 2025

Age: 55

Committees: Audit; Nominating and Governance

Independent: Yes

CAREER HIGHLIGHTS

• Unspun, PBC, an apparel technology company - Chief Executive Officer (since 2026)

• Boardriders, Inc., an action sports and lifestyle company - Chief Executive Officer (2021 - 2023)

• The North Face, a subsidiary of VF Corporation, a global lifestyle and apparel company

  • Global Brand President (2017 - 2020)

  • Vice President and Regional General Manager of the Americas (2017)

  • Regional General Manager of Europe, Middle East and Africa (2012 - 2017)

• NIKE, Inc., a global retailer of athletic footwear, apparel, and equipment

  • Various executive roles in Europe

    EDUCATION

• M.B.A., Kellogg School of Management at Northwestern University

• B.A., Communication Science and Business Administration, University of Amsterdam

  KEY SKILLS AND QUALIFICATIONS

  Mr. Arens was selected to serve on our Board because of his:

• extensive leadership experience in global consumer brands

• deep knowledge of retail and organizational design in major international companies

• broad understanding of the sportswear and outdoor industries

  Mary Lou Kelley

Director Since:

February 2019

Age: 65

Committees: Audit; Nominating and Governance (Chair)

Independent: Yes

CAREER HIGHLIGHTS

• Best Buy Co., Inc., a consumer electronics retailer - President, E-commerce (2014 - 2017)

• Chico's FAS Inc., a retail women's clothing chain

  • Senior Vice President, E-commerce (2010 - 2014)

• L.L.Bean, Inc., a retail company

  • Vice President of Retail Real Estate and Marketing (2006 - 2009)

    OTHER PUBLIC COMPANY BOARD SERVICE

• The Kraft Heinz Company, a global food and beverage company (since 2025) - current member of Nominating and Corporate Governance Committee

• Finning International Inc., a dealer of construction machinery and equipment (since 2018) - current member of Human Resources Committee and Safety, Environment & Social Responsibility Committee

• Vera Bradley, Inc., a luggage and handbag design company (2015 - 2025)

  EDUCATION

• M.B.A., University of Virginia's Darden School of Business

• B.A., Economics, Boston College

  KEY SKILLS AND QUALIFICATIONS

  Ms. Kelley was selected to serve on our Board because of her:

• extensive executive leadership experience

• deep knowledge of consumer products, e-commerce, and omni-channel marketing

• knowledge of corporate compensation and governance matters

  Dustan E. McCoy

Director Since:

October 2018

Age: 76

Committees:

Compensation and Talent

Independent: Yes

CAREER HIGHLIGHTS

• Brunswick Corporation, a global manufacturer and marketer of recreation products

  • Chairman of the Board and Chief Executive Officer (2005 - 2016)

  • President, Brunswick Boat Group (2000 - 2005)

  • Vice President, General Counsel and Corporate Secretary (1999 - 2000)

• Witco Corporation, a specialty chemical products company

  • Executive Vice President

  • Senior Vice President, General Counsel and Secretary

    OTHER PUBLIC COMPANY BOARD SERVICE

• Freeport-McMoRan Inc., a mining company (since 2006) - current member of Compensation Committee and Lead Independent Director

• Louisiana-Pacific Corporation, a building materials manufacturer (since 2002) - current member of Compensation Committee, Executive Committee, and Governance & Corporate Responsibility Committee, and Lead Independent Director

  EDUCATION

• J.D., Salmon P. Chase College of Law, Northern Kentucky University

• B.A., Political Science, Eastern Kentucky University

  KEY SKILLS AND QUALIFICATIONS

  Mr. McCoy was selected to serve on our Board because of his:

• extensive leadership experience

• broad understanding of global businesses

• knowledge of corporate compensation, legal, compliance, governance and disclosure matters

  Robert K. Shearer (Chair of the Board)

  
  
  

  Director Since:

  October 2018

  Age: 74

  Committees: Audit (Chair)

  Independent: Yes

  CAREER HIGHLIGHTS

• VF Corporation, a global lifestyle and apparel company

  • Senior Vice President and Chief Financial Officer (2005 - 2015)

  • Vice President - Finance and Chief Financial Officer (2003 - 2005)

  • Vice President and Controller (2000 - 2003)

  • Various senior leadership positions, including two years as President of VF Corporation's Outdoor Coalition, which was formed with the acquisition of The North Face brand

    (1986 - 2002)

• Ernst & Young LLP, a multinational professional services firm

  • Senior Audit Manager

    OTHER PUBLIC COMPANY BOARD SERVICE

• Church & Dwight Co., Inc., a household products manufacturer (since 2008) - current member of Audit Committee

• Kontoor Brands Inc., a global lifestyle apparel company (since May 2019) - current Lead Independent Director, chair of Audit Committee, and member of the Talent and Compensation Committee

  EDUCATION

• B.S., Accounting, Catawba College

  KEY SKILLS AND QUALIFICATIONS

  Mr. Shearer was selected to serve on our Board because of his:

• extensive public accounting, finance, and internal control experience

• experience leading global retail consumer products expansion initiatives

• knowledge of corporate disclosure matters

• broad understanding of global businesses

• experience in investor relations and communications

  Directors Continuing in Office

  Class III Directors (Terms Expire In 2027)

  Alison Dean

Director Since:

October 2020

Age: 61

Committees: Audit; Nominating and Governance

Independent: Yes

CAREER HIGHLIGHTS

• iRobot Corporation, a leading global consumer robot company

  • Executive Vice President, Chief Financial Officer, and Treasurer (2013 - 2020)

  • Senior Vice President, Corporate Finance (2010 - 2013)

  • Vice President, Finance (2005 - 2010)

• 3Com Corporation, a digital electronics manufacturer

  • Several senior financial roles (1995 - 2005), including Vice President and Corporate Controller (2004 - 2005) and Vice President of Finance, Worldwide Sales (2003 - 2004)

    OTHER PUBLIC COMPANY BOARD SERVICE

• SmartRent, Inc., a provider of smart home and smart property solutions for the multifamily industry (since 2024) - current chair of Audit Committee and member of Nominating and Corporate Governance Committee

• Everbridge, Inc., a global software company that provides critical event management and enterprise safety applications (2018 - 2024)

  EDUCATION

• M.B.A., Boston University

• B.A., Business Economics, Brown University

  KEY SKILLS AND QUALIFICATIONS

  Ms. Dean was selected to serve on our Board because of her:

• extensive consumer business experience

• comprehensive corporate finance knowledge

• experience leading global retail consumer products expansion initiatives

  J. Magnus Welander

Director Since:

March 2025

Age: 60

Committees: Compensation and Talent; Nominating and Governance

Independent: Yes

CAREER HIGHLIGHTS

• Thule Group AB, a global provider of premium outdoor, sports, and lifestyle equipment

  • Chief Executive Officer (2010 - 2023)

  • Business Area President Europe & RoW (2006 - 2010)

• Envirotainer AB, a global pharmaceutical logistics company

  • Chief Executive Officer (2001 - 2006)

• Tetra Pak International SA, a global processing and packaging company

  • Various managerial positions (1991 - 2001)

    OTHER PUBLIC COMPANY BOARD SERVICE

• Mips AB (since 2016) - current chair of the Board and chair of the Remuneration Committee

• Embellence Group AB (since 2023) - current chair of the Board and chair of the Remuneration Committee

• Vimian Group AB (since 2024) - current chair of the Board and chair of the People & Sustainability Committee and member of the M&A Committee

  EDUCATION

• Master of Science in Industrial Engineering & Management, Institute of Technology at Linköping University

  KEY SKILLS AND QUALIFICATIONS

  Mr. Welander was selected to serve on our Board because of his:

• background as the CEO of a premium brand and director of publicly traded companies

• extensive experience in international and product category expansion

• deep knowledge of supply chain management for a global brand

  Class I Directors (Terms Expire in 2028)

  Elizabeth L. Axelrod

Director Since:

December 2023

Age: 63

Committees: Compensation and Talent (Chair); Nominating and Governance

Independent: Yes

CAREER HIGHLIGHTS

• Airbnb, Inc., a vacation rental online marketplace company - Global Head of Employee Experience (2017 - 2021)

• eBay Inc., an e-commerce company

  • Senior Vice President, Human Resources (2005 - 2015)

• WPP plc, a multinational communications, advertising, and technology company

  • Chief Talent Officer (2002 - 2005)

    OTHER PUBLIC COMPANY BOARD SERVICE

• Heidrick & Struggles International, Inc., an international executive search, management and leadership consulting firm (2016 - 2025)

• WPP plc, a multinational communications, advertising, and technology company (2002 - 2005)

  EDUCATION

• M.P.P.M., Yale University

• B.S., Economics, University of Pennsylvania's Wharton School

  KEY SKILLS AND QUALIFICATIONS

  Ms. Axelrod was selected to serve on our Board because of her:

• extensive human resources and talent management experience

• deep understanding of global businesses and e-commerce

• broad experience in corporate strategy

  Frank D. Gibeau

Director Since:

February 2020

Age: 57

Committees: Audit; Compensation and Talent

Independent: Yes

CAREER HIGHLIGHTS

• Take-Two Interactive Software, Inc., a leading developer of interactive entertainment - President, Zynga Label (since 2022)

• Zynga Inc., a leading provider of social game services - Chief Executive Officer (2016 - 2022)

• Electronic Arts Inc., a global leader in digital interactive entertainment

  • Executive Vice President of EA Mobile (2013 - 2015)

  • President of EA Labels (2011 - 2013)

  • President of EA Games Label (2007 - 2011)

  • Executive Vice President, General Manager, North America Publishing (2005 - 2007)

  • Senior Vice President of North American Marketing (2002 - 2005)

    OTHER PUBLIC COMPANY BOARD SERVICE

• Hasbro, Inc., a global play and entertainment company (since 2024) - current chair of Finance and Capital Allocation Committee and member of Audit Committee

• Zynga Inc., a leading provider of social game services (2015 - 2022)

  EDUCATION

• M.B.A., Santa Clara University

• B.S., Business Administration, University of Southern California

  KEY SKILLS AND QUALIFICATIONS

  Mr. Gibeau was selected to serve on our Board because of his:

• extensive leadership experience in a public company

• extensive public accounting, finance, and internal control experience

• deep knowledge of corporate strategy, product development and brand building

  Matthew J. Reintjes

Director Since:

March 2016

Age: 50

CAREER HIGHLIGHTS

• YETI Holdings, Inc.

  • President and Chief Executive Officer (since 2015)

• Vista Outdoor Inc., a manufacturer of outdoor sports and recreation products, which, prior to 2015, was operated as a reporting segment of Alliant Techsystems Inc.

  • Vice President of Outdoor Products (February 2015 - September 2015)

• Alliant Techsystems Inc., an aerospace, defense, and sporting goods company

  • Vice President of Accessories (2013 - 2015)

• Bushnell Holdings, Inc., a portfolio of leading brands in outdoor and recreation products

  • Chief Operating Officer (May 2013 - November 2013)

• Hi-Tech Industrial Services, Inc., a supplier of industrial services

  • Chief Operating Officer (January 2013 - May 2013)

• Danaher Corporation, a global science and technology company

  • President of KaVo Equipment Group-North America (2011 - 2013)

  • President-Imaging (April 2011 - October 2011)

  • Roles including Vice President/General Manager, Vice President of Sales, and Senior Product Manager (2004 - 2011)

    OTHER PUBLIC COMPANY BOARD SERVICE

• Harley-Davidson, Inc., a global motorcycle manufacturer (since 2025) - current member of the Audit and Finance Committee and Nominating and Corporate Governance Committee

  EDUCATION

• M.B.A., University of Virginia's Darden School of Business

• B.A., Economics, University of Notre Dame

  KEY SKILLS AND QUALIFICATIONS

  Mr. Reintjes was selected to serve on our Board because of his:

• perspective and experience as our President and CEO

• extensive experience in corporate strategy, brand leadership, new product development, and general management processes

• operations leadership with companies in the outdoor sports and recreation products industries

YETI and the Board believe that sound corporate governance is a source of competitive advantage for YETI and allows the skills, experience, and judgment of the Board to support our executive management team, enabling management to improve our performance and maximize stockholder value. Our strong corporate governance practices, including those highlighted below, are reflected in our Corporate Governance Guidelines and other key governance documents, which set the framework for our governance structure. YETI's Corporate Governance Guidelines, along with our other principal governance documents, are available under ''Governance'' in the Investor Relations section of our website, https://www.YETI.com.

DIRECTOR INDEPENDENCE

Currently, our Board consists of nine members, eight of whom are independent. 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 (including as a partner, shareholder or officer of an organization that has a relationship with us). As required by applicable NYSE listing standards, the Board has affirmatively determined that each of

Arne Arens, Elizabeth L. Axelrod, Alison Dean, Frank D. Gibeau, Mary Lou Kelley, Dustan E. McCoy, Robert K. Shearer, and

J. Magnus Welander is independent under the NYSE listing standards 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 Robert A. Katz, who served on the Board until his resignation effective June 27, 2025, qualified as an independent director under applicable NYSE listing standards during the period of his service in 2025.

In determining director independence, the 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 connection with the Board's assessment of the independence of Mses. Axelrod, Dean, and Kelley and Messrs. Arens, Gibeau, McCoy, Shearer, and Welander, and Mr. Katz during the period of his service in 2025, we found no such transactions or relationships.

BOARD REFRESHMENT

In early 2025, reflecting our ongoing Board refreshment efforts to further align Board composition with YETI's strategy and future opportunities, the Board identified Mr. Welander as a potential director candidate, upon initial recommendation from our CEO, Mr. Reintjes. In addition, one of our stockholders, Engaged Capital, LLC (''Engaged Capital''), identified Mr. Arens as a potential director candidate. On March 14, 2025, we entered into a Cooperation Agreement (the ''Cooperation Agreement'') with Engaged

Capital and certain of its affiliates. Pursuant to the terms of the Cooperation Agreement, the Board agreed to appoint Mr. Arens and Mr. Welander as directors of the Board. Such appointments were effective March 24, 2025.

We engaged regularly with Engaged Capital over the past year as part of our ongoing shareholder dialogue and under the Cooperation Agreement. In connection with the 2026 annual meeting, following discussions, neither the Board nor Engaged Capital felt the need for the Board to add new skills or a new director at this time, but agreed to revisit this topic at the end of 2026. At that time, if Engaged Capital following discussions with YETI advises that, in their view it would be beneficial to add a new director to supplement the Board's skillset in light of the needs of the Board, YETI's performance and other factors as are relevant at such time, and subject to customary board process and fiduciary duties, the CEO and the Board Chair would support to the Board the addition of a senior person from Engaged Capital or, alternatively, a mutually agreed independent candidate.

CORPORATE GOVERNANCE

THE BOARD AND ITS COMMITTEES

In 2025, the Board held 11 meetings. Directors are expected to attend all Board meetings, meetings of committees on which they serve, and YETI'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 75% of the aggregate of the meetings of the Board and of the meetings held by all committees of the Board on which such director served during the fiscal year ended January 3, 2026 (''fiscal 2025''). All directors then in office attended our 2025 Annual Meeting of Stockholders.

The Board currently has, and appoints the members of, three standing committees: the Audit Committee, the Compensation and Talent 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 Board and are available under ''Governance'' in the Investor Relations section of our website, https://www.YETI.com. The current members of each committee are identified below.

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 report included in this Proxy Statement;

• advise and consult with management and the Board regarding the financial affairs of YETI;

• appoint, compensate, retain, terminate and oversee the work of YETI's independent registered public accounting firm;

• oversee YETI's enterprise risk management process;

• discuss with management material legal matters;

• review conflicts of interest and review for approval any related party transactions; and

• oversee risks related to information technology, including cybersecurity and data privacy.

  All members of the Audit Committee have been determined to be financially literate and to meet the applicable NYSE and SEC standards for Audit Committee 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 SEC.

  Compensation and Talent Committee

  Current Members:

  Ms. Axelrod (Chair), Mr. Gibeau, Mr. McCoy, and Mr. Welander

  Number of meetings in fiscal 2025: 6

  The primary responsibilities of the Compensation and Talent Committee are to:

  • establish and administer YETI's policies, programs and procedures for compensating and providing benefits to its executive officers;

  • make recommendations to the Board regarding the compensation of

    non-employee directors;

  • review and approve corporate goals and objectives relevant to the compensation of the CEO and the other executive officers and evaluate the performance of such executive officers in light of these goals and objectives;

• determine and approve the CEO's and other executive officers' compensation levels;

• make recommendations to the Board with respect to incentive compensation plans and equity-based plans;

• review employee compensation policies and programs to assess whether they encourage excessive or inappropriate risk taking;

• determine and review stock ownership guidelines;

• administer YETI's clawback policy;

  • prepare the Compensation and Talent Committee's report included in this Proxy Statement;

  • oversee professional development, management continuity and succession planning for the executive officers other than the CEO; and

  • review YETI's policies, practices, and initiatives related to the management of its human capital, including culture, talent development, and retention, and oversee YETI's risk management process with respect to these matters.

In performing its responsibilities, the Compensation and Talent Committee takes into account the recommendations of the CEO and the Chief Human Resources Officer in determining the compensation of executive officers other than with respect to the CEO. Otherwise, our executive officers do not have any role in determining the form or amount of compensation paid to our executive officers.

The Compensation and Talent Committee has retained Frederic W. Cook & Co., Inc. (''FW Cook'') as its independent compensation consultant. During fiscal 2025, FW Cook advised on and assisted with the review and evaluation of executive compensation and compensation of our non-employee directors. During fiscal 2025, FW Cook provided no services to YETI other than consulting services to the Compensation and Talent Committee regarding executive and non-employee director compensation. The Compensation and Talent 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. All members of the Compensation and Talent Committee have been determined to meet the applicable NYSE and SEC standards for compensation committee independence.

Nominating and Governance Committee

Current Members:

Ms. Kelley (Chair), Mr. Arens, Ms. Axelrod, Ms. Dean, and Mr. Welander

Number of meetings in fiscal 2025: 4

The primary responsibilities of the Nominating and Governance Committee are to:

• identify individuals qualified to become • recommend corporate governance • oversee the professional

  members of the Board; guidelines applicable to the Board and development, management continuity

  YETI's employees; and succession planning for the CEO;

• recommend candidates to fill Board

  vacancies and newly-created • oversee the evaluation of the Board and • oversee the development of the Board director positions; its committees; succession plan; and

• recommend whether incumbent directors • assess and recommend Board members to • develop and monitor new director should be nominated for re-election to the the Board for committee membership; orientation and continuing education Board upon the expiration of their terms; for all directors.

  • oversee YETI's engagement with

stockholders on corporate governance and other relevant matters;

For an overview of the Nominating and Governance Committee's process for evaluating and selecting potential board candidates, see ''-Director Nomination Process'' below.

BOARD SIZE, COMPOSITION, AND QUALIFICATIONS

The number of directors comprising the Board is fixed from time to time by resolution of the Board pursuant to our Amended and Restated Certificate of Incorporation, effective October 25, 2018. The Board is currently fixed at nine directors, eight of whom are independent. The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal governance structure so as to provide independent oversight of management.

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 the composition of the Board at least annually to ensure that the Board's membership reflects a range of opinions and viewpoints. The Board believes having directors with different backgrounds, skills, perspectives and experiences maximizes group dynamics in terms of function and thought and brings to bear a Board that is more reflective of the overall investment community, the markets we serve and communities in which our customers reside.

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. The Nominating and Governance Committee has established the following minimum criteria for evaluating prospective Board candidates:

• reputation for integrity, strong moral character and adherence to high ethical standards;

• 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;

• 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;

• ability to read and understand basic financial statements and other financial information pertaining to YETI;

• commitment to understand YETI and its business, industry and strategic objectives;

• commitment and ability to regularly attend and participate in meetings of the Board, Board committees and stockholders, limit the number of other company boards on which the candidates serves (as specified in YETI's Corporate Governance Guidelines), and generally fulfill all responsibilities as a director of YETI , including in light of the candidate's other time commitments;

• willingness to represent and act in the interests of all stockholders of YETI rather than the interests of a particular group;

• good health and ability to serve;

• independence under applicable 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; and

• willingness to accept the nomination to serve as a director of YETI.

  The Nominating and Governance Committee may also consider the following factors in connection with its evaluation of each prospective nominee:

• whether the prospective nominee will contribute to a mix of backgrounds, skills, perspectives and life experiences (including based on a consideration of the personal characteristics, skills and experience of all current and prospective directors) that provide for the representation of a broad range of perspectives on the Board;

• for potential Audit Committee members, whether the nominee possesses the requisite education, training and experience to qualify as ''financially literate'' or as an ''audit committee financial expert'' under applicable NYSE and SEC rules;

• for incumbent directors standing for re-election, the incumbent director's performance during his or her term, including the number of meetings attended, level of participation, overall contribution to YETI, number of other company boards on which the director serves and any changed circumstances affecting the individual director that may bear on his or her ability to continue to serve on the Board; and

• the composition of the Board and whether the prospective nominee will add to or complement the Board's existing strengths.

The Nominating and Governance Committee solicits possible director candidates from a number of sources-including members of the Board, our CEO 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. In 2025, the Nominating and Governance Committee engaged Spencer Stuart, a third-party search firm, to assist in the process of identifying and evaluating potential independent director candidates.

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. In 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''). See ''-Director Nominations and Stockholder Proposals'' in this Proxy Statement and ''Notice of Stockholder Business and Nominations'' in the Bylaws.

COMPENSATION AND TALENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal 2025, no member of the Compensation and Talent Committee (as identified above) had any material interest in a transaction of YETI or a business relationship with, or any indebtedness to, YETI, and no such director is currently or formerly an officer or employee of YETI.

None of the members of the Compensation and Talent 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 and Talent 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 and CEO should be separate or that they should be occupied by the same individual. The 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 CEO or Chair of the 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 Mr. Shearer, one of our independent directors, serving as Chair of the Board.

The Board is led by the Chair of the Board. The Chair of the Board oversees planning of the annual Board calendar and, in consultation with the other directors and management, schedules and sets the agenda for meetings of the Board. In addition, the Chair of the Board provides guidance and oversight to members of management and acts as the Board's liaison to management. In this capacity, the Chair of the Board is actively engaged in 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 is important to the continued success of YETI. The Compensation and Talent Committee oversees, and annually reports to the Board on, the professional development, management continuity and succession planning for YETI's executive officers other than the CEO. The Nominating and Governance Committee oversees, and annually reports to the Board on, the professional development, management continuity and succession planning for the CEO. In addition, at least annually, the Nominating and Governance Committee reports to the Board on succession planning for the Chair of the Board and other members of the Board. Each succession plan includes an emergency plan in the event of an unexpected retirement, resignation or other vacancy in such position.

THE ROLE OF THE BOARD IN RISK OVERSIGHT

Our internal audit team annually facilitates an enterprise risk assessment with senior management and, through this process, management identifies, aggregates and assesses material risks impacting our company, operations, and strategic objectives, which may include operational, financial, legal and regulatory, human capital, information technology, cybersecurity, sustainability, strategic and reputational risks. Management and the Board rank YETI's risks based on their potential impact to YETI's ability to meet our strategic priorities. Management determines appropriate risk responses for the most significant enterprise risks. Outside of this annual process, management is responsible for our day-to-day risk management activities.

As part of its oversight function, the Board plays an active role, both as a whole and at the committee level, in overseeing management of YETI's risks. The Audit Committee has primary oversight responsibility with respect to financial risks as well as oversight responsibility for our overall risk assessment and risk 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 and Talent Committee oversees risks relating to our compensation plans and programs, human capital management, and management continuity. The Compensation and Talent 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 and Talent Committee believes that none of our compensation policies and programs for our executives and other employees encourage excessive or inappropriate risk taking or give rise to risks reasonably likely to have a material adverse effect on us. The Compensation and Talent Committee also, on at least an annual basis, considers and evaluates the independence and potential conflicts of interest of its advisors, including its independent compensation consultant. Our full Board is responsible for the oversight of our sustainability strategy (which is reviewed and approved by YETI's CEO at the executive level, with key insight and support from all members of our senior leadership team). Specific sustainability topics are addressed by different committees of our Board.

Senior management attends Board and committee meetings at the invitation of the Board or its committees and is available to address any questions or concerns raised by the Board on risk management and any other matters. The Audit and Compensation and Talent 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 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.

BOARD EVALUATIONS

At least annually, the Nominating and Governance Committee oversees an evaluation of the performance of the Board as a whole and each committee of the Board. As part of this process, the Board conducts a self-evaluation of the Board as a whole to determine, among other matters, whether the Board is functioning effectively and each committee of the Board conducts a

self-evaluation of their own effectiveness. The results of these evaluations are considered by the Nominating and Governance Committee and the Board in connection with recommending and selecting director nominees for election at each annual meeting of stockholders. See ''-Director Nomination Process'' above for further information.

OVERBOARDING POLICY

YETI's directors are generally limited to serving on the boards of directors of not more than four total public companies, including YETI, and any director who serves as an executive officer of YETI is limited to serving on the board of directors of two total public company boards, including YETI. The Board may, in its discretion, approve exceptions to this policy on a case-by-case basis upon recommendation of the Nominating and Governance Committee. Directors should advise the Chair of the Board and the Chair of the Nominating and Governance Committee in advance of accepting an invitation to serve on the board of directors (or similar body) of another company. Additionally, the Chief Executive Officer and other executive officers of YETI must seek the approval of the Board before accepting membership on other boards (or similar bodies), including corporate and charitable boards. Neither the Chief Executive Officer nor any other executive officer of YETI may serve on any board of directors of a company if the chief executive officer or another executive officer of that company is serving on YETI's Board. Each member of our Board is currently in

compliance with our overboarding policy. Our Nominating and Governance Committee reviews this policy as part of its annual review of our Corporate Governance Guidelines, and reviews each director's total board service annually in connection with its evaluation of incumbent directors standing for re-election as described under ''-Director Nomination Process.''

CODE OF BUSINESS CONDUCT

We are dedicated to maintaining the highest ethical standards throughout our business and operations. YETI's written code of business conduct (the ''COBC'') applies to our directors, executive officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. Because our consultants, agents, suppliers, contractors, and other third-parties are an extension of YETI, we expect them to also follow the spirit of our COBC, as well as any applicable contractual provisions, when working on behalf of YETI. 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 COBC is posted under ''Governance'' on the Investor Relations section of our website, https://www.YETI.com. To the extent required by applicable rules adopted by the SEC and the NYSE, we intend to disclose future amendments to the COBC, or waivers from the COBC granted to our executive officers and directors, at this location on our website.

COMMUNICATION WITH THE BOARD

We encourage our stockholders and other interested persons to communicate with the Board. Written communications to members of the Board, the independent members of the Board as a group, or the Chair of the Board can be sent to the following: Board of Directors, c/o YETI Holdings, Inc., 7601 Southwest Parkway, Austin, Texas 78735. All such communications will be forwarded to

the applicable directors for their review, except for communications that (a) contain material that is not appropriate for review by the Board based upon the Bylaws and the established practice and procedure of the Board, or (b) contain improper or immaterial information.

INSIDER TRADING POLICY

We maintain an Insider Trading Policy governing, among other things, the purchase, sale and other dispositions of our securities by our directors, executive officers, other employees, and other persons with access to material nonpublic information, such as contractors or consultants, as determined by YETI from time to time. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the NYSE listing standards applicable to us.

Among other things, our insider trading policy prohibits our directors, officers and employees from purchasing, selling, and/or otherwise disposing of our securities while in possession of material non-public information. The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to the full text of our Insider Trading Policy, a copy of which can be found as Exhibit 19.1 to our Annual Report on Form 10-K filed with the SEC on February 27, 2026. Because our Insider Trading Policy is designed to address transactions in our securities by our executive officers, other employees, members of the Board and other designated persons, our Insider Trading Policy does not govern purchases of our securities by our company.

ANTI-HEDGING AND ANTI-PLEDGING POLICIES

Pursuant to YETI's Insider Trading Policy, directors, executive officers, other employees, and other persons with access to material nonpublic information (such as contractors or consultants, as determined by YETI from time to time) may not engage in transactions of a speculative or risk mitigating nature involving YETI securities at any time, including, but not limited to, put or call options, straddles or other transactions involving YETI-based derivative securities, margining YETI securities, or otherwise pledging YETI securities as collateral or entering into any other hedging transactions that hedge or offset or are designed to hedge or offset any decrease in the market value of YETI Securities (including prepaid variable forward contracts, equity swaps, collars and exchange funds). In addition, individuals subject to our Insider Trading Policy are prohibited at all times from short-selling YETI common stock.

NON-EMPLOYEE DIRECTOR COMPENSATION

Our non-employee directors receive compensation in accordance with our Non-Employee Director Compensation Policy, which was last amended effective May 1, 2025. This amendment, among other administrative updates, increased the cash retainer from

$75,000 to $85,000 and the equity retainer from $145,000 to $155,000. All of our non-employee directors are currently eligible to receive compensation under this Policy.

1. Granted in the form of RSUs or DSUs, as described below under ''Equity Compensation.''

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

Cash Compensation

Absent a deferral election, cash compensation is paid quarterly in arrears and pro-rated based on days of service on the Board. Each non-employee director is also entitled to receive additional cash compensation for serving as the chair of the Board, the chair of a committee, or a committee member. All of our directors are reimbursed for their reasonable out-of-pocket expenses related to their service as a member of the Board or one of its committees.

By the end of the taxable year before the next annual meeting of our stockholders, or on a pro rata basis as of the date of a

non-employee director's initial election or appointment to the Board, non-employee directors are able, subject to compliance with tax deferral rules, to elect to defer into deferred stock units (''DSUs'') all or part of the annual cash 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 up or 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's continued service through the applicable vesting 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's cessation of service on the Board.

During any period of deferral, non-employee directors will accrue dividend equivalents on their DSUs to the extent 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.

Equity Compensation

On the date of each annual meeting of our stockholders, or on a pro rata basis upon initial election or appointment to the Board, non-employee directors are granted an award of restricted stock units (''RSUs'') worth $155,000 (based on our closing stock price on the date of grant). This award vests in full on the earlier to occur of (a) the first anniversary of the date of grant and

1. immediately prior to our next annual meeting of our stockholders, subject to the director'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 on the same basis as a non-employee director's RSUs vest and will be settled in shares of our common stock. The terms of such DSUs are the same as described above regarding cash compensation deferred as DSUs.

   Company Product Discount

   Similar to employees, directors are entitled to a discount off the suggested retail price of certain Company products. YETI believes that this discount serves a business purpose by expanding the directors' knowledge of our products and providing a branding opportunity.

   Non-Employee Director Stock Ownership Guidelines

   The Board has adopted stock ownership guidelines for directors which specify target amounts of share ownership. Each of our non-employee directors 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's holdings include shares of our common stock held directly or indirectly, individually or jointly, as well as vested or earned share awards, including, but not limited to, shares underlying vested or earned RSUs and DSUs.

   Until the stock ownership requirements have been satisfied, non-employee directors are required to retain 100% of the shares received upon settlement of RSUs (net of shares with a value equal to the amount of taxes owed by such non-employee director in respect of such settlement). All directors have met the ownership requirements other than Ms. Axelrod and Messrs. Arens and Welander, who have been progressing toward the requirement since joining the Board.

   Fiscal 2025 Director Compensation Table

   The table below sets forth information regarding all compensation awarded to, earned by, or paid to our non-employee directors during fiscal 2025.

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

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

   2. Represents the grant date fair value of RSUs granted on May 1, 2025 calculated in accordance with FASB Accounting Standards Codification Topic 718 (''Topic 718''). Mses. Axelrod and Kelley and Messrs. Arens, Shearer, and Welander elected to receive DSUs in lieu of RSUs. For Messrs. Arens and Welander, this column also includes the grant date fair value of DSUs granted on March 24, 2025 calculated in accordance with Topic 718 (with such awards having a grant date fair value of

      $15,348). As of January 3, 2026, Mr. Arens held 5,913 DSUs, Ms. Axelrod held 14,464 DSUs, Ms. Dean held 1,342 DSUs and 5,467 RSUs, Mr. Gibeau held 6,322 DSUs and 5,467 RSUs, Ms. Kelley held 27,757 DSUs, Mr. McCoy held 3,155 DSUs and 5,467 RSUs, Mr. Shearer held 62,085 DSUs, and Mr. Welander held 9,847 DSUs.

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

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

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 as of March 26, 2026.

Matthew J. Reintjes. Mr. Reintjes' biographical information is disclosed on page 10 of this Proxy Statement under ''Director Biographies-Directors Continuing in Office-Class I Directors (Terms Expire in 2028).''

Scott C. Bomar. Mr. Bomar has served as our Senior Vice President, Chief Financial Officer and Treasurer since February 23, 2026. Mr. Bomar joined YETI from The Home Depot, Inc., a home improvement retailer, where he served as Senior Vice President of Finance since October 2022. From 2021 to 2022, Mr. Bomar served as Senior Vice President and Chief Financial Officer of Deluxe Corporation, a payments and business technology company. Prior to Deluxe Corporation, Mr. Bomar served in roles of increasing responsibility at The Home Depot, Inc. since 2005. Mr. Bomar has also held positions with Deloitte and SEI Investments. He holds a

B.S. in Industrial Engineering from Georgia Institute of Technology and an M.B.A. from Duke University.

Bryan C. Barksdale. Mr. Barksdale has served as our Chief Legal Officer since February 2024, 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.

Martin H. Duff IV. Mr. Duff has served as our Senior Vice President, Chief Supply Chain and Operations Officer since March 2026. From November 2022 to March 2026 he served as Senior Vice President, Supply Chain & Operations. Mr. Duff oversees YETI's global supply chain, operations, and technology organizations. Before joining YETI, Mr. Duff spent 11 years at VF Corporation, a global apparel, footwear, and accessories company, in several supply chain leadership roles. He most recently served as the Vice President, Supply Chain - Americas 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 U.S., 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 an M.S. in Business Administration from Pennsylvania State University.

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 related rules of the SEC, our stockholders have the opportunity to approve, on an 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 Stockholders, 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 our 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 (and the Board is recommending stockholders approve an annual advisory vote in this year's say-on-frequency proposal below).

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 and Talent Committee (referred to as ''the Committee'' throughout this Executive Compensation section), which is responsible for designing and administering our executive compensation program, value the opinions expressed by our 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.

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 2025 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 organization, this CD&A and the accompanying tables specifically analyze and provide historical compensation information for our NEOs.

Our Named Executive Officers for Fiscal 2025(1)

President and Chief Executive Officer

Former Senior Vice President, Chief Financial Officer and Treasurer(2)

Senior Vice President, Chief Legal Officer and Secretary

Senior Vice President, Chief Supply Chain and Operations Officer

1. Throughout all of fiscal 2025, YETI had four executive officers.

2. Effective February 23, 2026, Scott C. Bomar replaced Mr. McMullen as Senior Vice President, Chief Financial Officer and Treasurer.

Compensation Discussion and Analysis 23

Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24

Philosophy and Objectives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

Compensation Determination Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

Fiscal 2025 Compensation Program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

Additional Compensation Policies and Practices 35

Compensation and Talent Committee Report 36

Summary Compensation Table 37

CEO Pay Ratio 46

Pay vs. Performance 47

Executive Summary

Fiscal 2025 Business Highlights*

YETI is a performance-driven organization, and the 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 company as a whole. In fiscal 2025:

• Adjusted net sales increased 2% to $1,868.5 million from the prior year;

• Adjusted gross profit decreased to $1,072.3 million, or 57.4% of adjusted net sales, compared to $1,076.9 million, or 58.6% of adjusted net sales, in the prior year. The 120 basis points decrease in gross margin included a 230 basis point unfavorable impact from higher tariff costs;

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

• Adjusted net income decreased 14% to $202.4 million, or 10.8% of adjusted net sales, compared to $234.0 million, or 12.7% of adjusted net sales in the prior year, and our adjusted net income per diluted share decreased 9% to $2.48, compared to $2.73 per diluted share in the prior year. Adjusted net income per diluted share in the current year period included an unfavorable net impact from higher tariff costs of approximately $0.35.

  Adjusted Net Sales*

  Adjusted Gross Profit*

  $1,077

  $1,072

  $956

  $816

  $860

  56.9%

  57.4%

  58.6%

52.7%

57.8%

$1,839 $1,869

$1,634

$1,680

$1,411

2021

2022

2023

2024

2025

2021

2022

2023

2024

2025

Adjusted Gross Profit % Margin

$295

Adjusted Operating Income*

$309

Free Cash Flow*

$220

$212

$90

$55

$235

20.9%

$274 $263

$270

15.6%

14.4%

16.8% 16.8%

2021

2022

2023

2024

2025

2021

2022

2023

2024

2025

Adjusted Operating Income % Margin

Note: $ in millions, except percentages.

* For a reconciliation of adjusted net sales, adjusted gross profit, adjusted gross margin, adjusted operating income, adjusted operating margin, adjusted net income, adjusted net income per diluted share, and free cash flow as set forth in this Proxy Statement to the nearest GAAP measure, see ''Appendix A: Reconciliation of Non-GAAP Measures.''

During 2025, the United States implemented incremental tariffs on imports from many countries. Most of our products are produced in countries that are subject to these tariffs. As a result, the cost to import our products into the United States increased. We pursued strategic options to mitigate the impact of tariffs. For example, in response to the elevated tariffs on imports from China announced in early 2025, we accelerated the diversification of our Drinkware manufacturing to additional countries beyond China.

In addition, we managed operating expenses, working capital and cash; negotiated with suppliers; evaluated pricing strategies; leveraged tariff exemptions where possible; and pursued other supply chain optimization activities. However, these increased tariff costs had a material negative impact on our gross margins and results of operations in 2025.

Fiscal 2025 Performance Achievement

Based on our performance relative to our pre-established performance goals, and after giving effect to the tariff-related adjustment described below, we achieved a payout at 71% of target under the Short-Term Incentive Plan (''STIP'') covering the performance period of fiscal 2025. We achieved a payout at 200% of target for the performance-based restricted stock units (''PBRSUs'') covering the performance period of fiscal 2023 through fiscal 2025, which was not adjusted for the impact of tariffs.

Overview of 2025 Compensation Program

YETI's 2025 compensation program for NEOs consisted of base salary; annual cash incentive award under the STIP; and long-term equity incentive (''LTI'') award, split between time-based RSUs and PBRSUs.

Key 2025 Compensation Program Decisions

The Committee regularly reviews all components of our compensation program in order to verify that each executive officer's total compensation is consistent with our compensation philosophy and objectives and that each component is serving a purpose in supporting the execution of our strategy. In fiscal 2025, the Committee maintained substantially the same executive compensation program as in effect during fiscal 2024, which garnered a high degree of stockholder support.

Compensation Program Changes for 2026

As a result of the Committee's regular review of its compensation program, with assistance from FW Cook, the Committee made several meaningful changes to our compensation program for 2026. The Committee believes these changes show our commitment to our long-term strategic priority of growing top-line results, while continuing to responsibly manage expenses.

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

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

Compensation Philosophy and Objectives

YETI's compensation philosophy is based on the following core components:

Align pay with business

strategy and stockholders' interests

Balance value and cost considerations

Provide competitive pay to attract and retain talent

Motivate and reward achievement of

key goals

We strive to align our executive compensation program with the interests of YETI and our stockholders. The chart below highlights certain pay practices that we utilize and those that we avoid.

Link a significant portion of pay to business or stock performance

No employment agreements other than with the CEO

Balance short- and long-term compensation

Apply robust stock ownership guidelines to officers and directors

No dividends on unearned awards

No hedging or pledging of YETI securities by our employees or directors

Have a clawback policy that permits recovery in the event of

certain restatements of financial results or as required by laws

Maintain double trigger change-in-control provisions

No repricing of underwater stock options without

stockholder approval

No excessive perquisites

Regularly review share utilization

No excise tax gross-ups

No special retirement programs specific to executive officers

Use an independent compensation consultant

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 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 to 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 2025, the Committee discussed and analyzed risks associated with YETI's compensation policies and practices for executive officers and all employees generally. The 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 Determination Process

Role of the Committee

The 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 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 Committee obtains input from executive officers regarding our annual operating plan, expected financial results, and related risks. With this information as its foundation, the Committee establishes the performance-based metrics and targets for the STIP and, using a multi-year projection, for the PBRSUs under the LTIP's executive compensation program.

The 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 Committee evaluates achievement relative to the pre-established performance goals and determines and certifies corresponding payouts earned.

Role of the Independent Compensation Consultant

The Committee engaged FW Cook to serve as its independent compensation consultant in fiscal 2025. FW Cook reports directly to the Committee, and the Committee has the sole authority to retain, terminate, and obtain the advice of FW Cook at YETI's expense to assist it in the performance of its duties and responsibilities. The Committee selected FW Cook as its consultant because of the firm's expertise and reputation.

The Committee has worked with FW Cook to: assess our executive compensation philosophy, objectives and components; develop a peer group of companies for compensation comparison purposes; review considerations and market practices related to

short-term incentive plans and long-term equity and other incentive plans; collect comparative compensation levels for each of our executive officer positions; assess our executive officers' base salaries, short-term annual incentive targets, and long-term equity compensation levels; review our equity compensation strategy, including the development of award guidelines; and review board of director compensation and design practices.

While the Committee takes into consideration the review and recommendations of FW Cook when making decisions about our executive compensation program, ultimately, the Committee makes its own independent decisions about compensation matters.

The Committee has assessed the independence of FW Cook pursuant to SEC and NYSE rules. In doing so, the Committee considered various factors bearing upon FW Cook's independence, including the nature and amount of work performed for the Committee and the fees paid for those services in relation to the firm's total revenues. FW Cook did not provide any services to us other than the services provided to the Committee as described herein. Based on its consideration of the foregoing and other relevant factors, the Committee concluded that there were no conflicts of interest and that FW Cook is independent under applicable standards.

Role of the Chief Executive Officer

The 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 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 Committee sets the target total direct compensation of our NEOs. Our CEO does not play any role with respect to any matter affecting his own compensation and is not present when the Committee discusses and formulates the compensation recommendation for the CEO.

Role of Say-On-Pay Vote

In this Proxy Statement, our stockholders are being asked to participate in our say-on-pay vote (see Proposal 2) and to participate in our say-on-frequency vote (see Proposal 3). Our stockholders currently have the opportunity to cast a say-on-pay vote on an annual basis so that they may regularly express their views on our executive compensation program, and the Board is recommending that this annual say-on-pay vote be continued.

The 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 2025 Annual Meeting, 96.7% of the shares represented at the Annual Meeting approved our proposal regarding the compensation paid to YETI's NEOs.

Compensation Peer Group and Peer Selection Process

The Committee believes that obtaining market data is of directional importance in making determinations about executive compensation. Market comparisons can prove challenging given the unique aspects of YETI's product offerings and customer base, though this market intelligence provides helpful context and a solid reference point for making informed decisions. When making decisions about the structure and component mix of our executive compensation program, the Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of comparable peer companies, as derived from public filings and other sources. However, the Committee does not have any formal benchmarking policy and uses the peer compensation data solely as a reference point when making compensation decisions for the NEOs using its business judgment. The Committee, with the assistance of FW Cook, uses the following guiding principles when selecting peer group companies:

Companies that operate in similar industries, ideally with similar cost structures and geographic footprint.

Companies that investors may consider

alternative investment opportunities.

Companies that are competitors for

our talent.

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 Committee reviews the peer group annually. FW Cook provides the Committee with peer group data, including the revenues, EBITDA, net income, assets, employees, and market capitalization of each peer company in comparison to that of YETI. The peer group used to evaluate competitive market compensation of our NEOs for fiscal 2025 consisted of the following 16 companies:

Acushnet Holdings Corp.

Canada Goose Holdings Inc.

Capri Holdings Limited Columbia Sportswear Company

Crocs, Inc.

Deckers Outdoor Corporation Fox Factory Holding Corp.

Garmin Ltd.

Helen of Troy Limited

Johnson Outdoors Inc. Kontoor Brands, Inc. Oxford Industries, Inc.

Peloton Interactive, Inc.

Sonos, Inc.

Callaway Golf Company Under Armour, Inc.

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

Fiscal 2025 Compensation Program

Our executive compensation program is driven by a strong pay-for-performance linkage - through both short-term financial performance achievements and long-term value creation for our shareholders. As shown in the table below, long-term incentive compensation accounts for the largest percentage of overall compensation and the vast majority of total compensation is deemed ''at risk.''

YETI CEO Target Pay Mix PEER CEO Target Pay Mix

66%

Equity

14%

Base Salary

49% 20%

PBRSUs Short-Term

Incentives

17%

RSUs

71%

Equity

13%

Base Salary 16%

39% Short-Term

PS/PBRSUs Incentives

8%

24% Options RS/RSUs

86%

At-Risk

87%

At-Risk

Base Salary

Base salaries provide fixed compensation to executive officers and help us to attract and retain the executive talent needed to lead the business and maintain a stable leadership team. We evaluate a number of factors when setting base salaries, including:

• Roles & responsibilities: We consider each executive officer's areas of responsibility, role and experience.

• Professional background: Factors such as education, skills, expertise, professional experience and achievements are considered.

• Competitiveness: The base salary of executive officers is evaluated for competitiveness by considering, as a reference point, information with respect to comparable positions at companies in our peer group and other market surveys.

• Internal pay equity: The variation in the base salary among executive officers is designed to reflect the differences in position, education, scope of responsibilities, previous experience in similar roles and contribution to the attainment of our goals.

During the annual compensation review cycle in the first quarter of 2025, the Committee reviewed each executive officer's performance, YETI's performance, and market data on our peer companies and the general industry provided by FW Cook to determine whether any changes to base salaries were warranted for fiscal 2025. The Committee determined that it was appropriate to increase each NEO's base salary as shown below:

(1) For the actual base salaries paid to our NEOs during fiscal 2025, please see ''-2025 Summary Compensation Table.''

2025 Short-Term Incentives

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

The calculation of the STIP payout amount for each NEO can be summarized by the following formula:

× × =

Target Opportunity

Among other factors, target STIP opportunity percentages are informed by market benchmarks and the proportion of total direct compensation represented by the target STIP percentage. In fiscal 2025, the target STIP percentages of the NEOs remained unchanged from fiscal 2024 and were denominated as a percentage of annual eligible salary as set forth below:

Performance Goals

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

+

* Adjusted net sales and adjusted operating income are non-GAAP measures that we use to compare our performance to other companies. For a reconciliation of adjusted net sales and adjusted operating income as set forth in this Proxy Statement to the comparable GAAP measures, see ''Appendix A: Reconciliation

of Non-GAAP Financial Measures.''

The Committee sets annual goals for each of the performance metrics at levels that it considers rigorous and challenging, based in part on its evaluation of the relevant risks and opportunities that may be encountered in a given year. More specifically, the Committee reviews the relevant financial objectives set forth in our AOP and assesses various factors related to the achievability of these goals, including the risks associated with achieving specific actions that underlie our AOP and the implied performance relative to prior years. Considering these factors, the fiscal 2025 target for Adjusted Net Sales represented a 7.1% growth rate over our fiscal 2024 financial results, and the target for Adjusted Operating Income represented a 7.7% growth rate over our fiscal 2024 financial results.

Payout levels represent the amount to be paid to NEOs based on the level of actual performance relative to the goals. In order to motivate performance and underscore the importance of achieving, or closely approaching, the performance goals, the Committee set the payout at 0% for achievement below the threshold level of performance. If we achieve the target performance level for either metric, 100% of the target incentive payment for that metric will become payable to the NEOs, and if we achieve the maximum performance level for either metric, 200% of the target incentive payment for that metric will become payable to the NEOs. If the threshold performance level is achieved for either metric, performance between the threshold and target levels and between the target and maximum levels will result in a payout for each metric that is interpolated in a straight-line manner. Payouts are capped at 200% of the target opportunity.

Fiscal 2025 Performance and Payout

Following the conclusion of the fiscal year, the Committee verifies our achievement relative to the pre-established goals to determine the respective performance levels, and then translates those performance levels to payout levels based on the payout curve.

Our 2025 Adjusted Operating Income as publicly reported in our earnings release furnished to the SEC on February 19, 2026 was

$269.7 million. In connection with its approval of payouts under the STIP, the Committee considers whether any unforeseen extraordinary events or circumstances have occurred during the performance period, and whether these unforeseen extraordinary events or circumstances have had either a positive or negative impact on the level of incentives originally intended to be provided by the Committee under the STIP. The Committee does not make adjustments for ordinary course events, but only considers the impacts of extraordinary events that occur after the original STIP performance targets have been approved by the Committee.

After the Committee established the Adjusted Net Sales and Adjusted Operating Income targets for 2025 under the STIP, the U.S. government imposed a series of tariffs on non-U.S. trading partners. The Committee determined that the imposition of these tariffs in 2025, together with the uncertainty surrounding the implementation and subsequent renegotiation of these tariffs, was an unforeseen extraordinary event that had a material impact on our 2025 financial performance for incentive plan purposes. As a result of this analysis, the Committee did not make any equitable adjustments to our publicly reported 2025 Adjusted Net Sales performance results. However, the Committee determined that the tariffs had a net negative impact on our 2025 Adjusted Operating Income performance of approximately $38 million, making our Adjusted Operating Income for 2025 STIP purposes

$307.8 million and resulting in a 71.0% payout percentage.

Our 2025 Adjusted Net Sales and Adjusted Operating Income results (after giving effect to the tariff-related adjustment described above), and the 2025 STIP payouts are summarized in the table below:

Note: $ in millions, except percentages.