Arne Arens
YETI HoldingsAbout Arne Arens
Arne Arens is an independent Class II director at YETI, appointed effective March 24, 2025 via a cooperation agreement with Engaged Capital. He is the former CEO of Boardriders and previously held senior roles at The North Face (VF Corp) and NIKE in Europe; he holds a bachelor’s in communication science and business administration from the University of Amsterdam and an EMBA from Northwestern University . The Board determined he is independent under NYSE and SEC rules, and he will be appointed to one of the Audit, Compensation, or Nominating & Governance Committees no later than May 1, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boardriders, Inc. | Chief Executive Officer (former) | Not disclosed | Led portfolio of performance/lifestyle/footwear brands geared toward action sports |
| The North Face (VF Corp) | Roles of increasing seniority | Not disclosed | Outdoor brand leadership; global brand expansion experience |
| NIKE, Inc. (Europe) | Various executive roles | Not disclosed | Consumer brand and European market expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Arens in YETI filings/press materials |
Board Governance
- Appointment and independence: Appointed as Class II director effective March 24, 2025; Board determined Arens is independent under NYSE/SEC standards .
- Committee assignment: Will be appointed to one of Audit, Compensation, or Nominating & Governance by May 1, 2025 .
- Board size/leadership: Board expanded to 10 directors with these appointments; Robert K. Shearer is independent Chair; CEO and Chair roles are separate .
- Executive sessions: Non-management independent directors hold an executive session with each regular Board meeting .
- Engagement/attendance expectations: Directors are expected to attend all Board/committee meetings; in 2024 each director then in office attended >75% of aggregate meetings; Board met 7 times .
- Committee activity (FY2024): Audit Committee met 5x; Compensation Committee 7x; Nominating & Governance Committee 4x .
- Anti-hedging/pledging: Policy prohibits hedging, pledging, margining and short-selling of YETI stock by directors .
- Related-party/Item 404(a): For Arens, YETI disclosed no transactions requiring Item 404(a) reporting; he’s not party to any arrangement for his appointment other than the Cooperation Agreement .
Fixed Compensation
Non-Employee Director Compensation Policy (what Arens will receive, pro-rated as applicable):
| Component | Amount/Terms |
|---|---|
| Board cash retainer | $75,000 per year |
| Equity retainer | $145,000 in RSUs (or DSUs if elected) granted at annual meeting or pro rata upon initial appointment; vests in full on the earlier of 1-year anniversary or immediately prior to next annual meeting, subject to service |
| Chair fees | Non-Executive Chair: $115,000 |
| Committee chair fees | Audit: $25,000; Compensation: $20,000; Nominating & Governance: $20,000 |
| Committee membership fees | Audit: $12,500; Compensation: $10,000; Nominating & Governance: $10,000 |
| Special committee | $7,500 if established |
| Product discount | Discount on certain YETI products |
Stock ownership guidelines for directors:
- Required ownership: ≥5x annual cash retainer; until met, must retain 100% of shares from RSU settlements (net of taxes) .
Performance Compensation
Directors do not receive performance-based pay; annual equity grants are time-based. Equity mechanics:
| Equity Type | Grant Value | Vesting | Deferral/Settlement |
|---|---|---|---|
| RSUs | $145,000 (annual or pro rata on initial appointment) | Full vest on earlier of 1 year or immediately prior to next annual meeting, subject to service | Directors may elect DSUs; DSUs vest on same schedule and settle in shares at a date elected or six months after board service ends |
Other Directorships & Interlocks
| Company | Board Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Arens; no compensation committee interlocks reported for YETI’s Compensation Committee in 2024 |
Expertise & Qualifications
- Outdoor/consumer brand operator with global expansion experience (Boardriders, The North Face, NIKE) .
- Education: Bachelor’s in communication science & business administration (University of Amsterdam); EMBA (Northwestern University) .
- YETI emphasized adding directors with decades of positioning leading outdoor brands to expand categories/geographies .
Equity Ownership
- As of the proxy record date (March 3, 2025), Arens was not yet seated; beneficial ownership table does not list him. YETI counted 82,785,530 shares outstanding; director holdings exclude DSUs until settlement .
- Director stock ownership guideline: ≥5x cash retainer; retention requirement applies until met .
- Anti-hedging/pledging: Prohibits hedging, pledging, margining, and short-selling .
Governance Assessment
- Positives: Independent director; strong anti-hedging/anti-pledging policy; robust director ownership guidelines; regular executive sessions; documented committee cadence; high 2024 say‑on‑pay support (95.2%) indicating shareholder alignment with compensation governance .
- Activism framework: Cooperation Agreement provides Engaged Capital standstill (≤9.9% beneficial ownership), voting commitments, and non‑disparagement; importantly, YETI states Arens is not compensated by Engaged and will maintain confidentiality—mitigating conflict risk .
- Watch items (not red flags, but monitor): Engaged’s replacement right for Arens if he departs (subject to ownership thresholds), and committee assignment outcome; ensure continued independence and balanced oversight .
- Related-party/Item 404(a): None disclosed for Arens—reduces conflict concerns .