Dustan McCoy

About Dustan E. McCoy

Independent director at YETI since October 2018; age 75. Former Chairman and CEO of Brunswick Corporation; prior senior roles at Witco. Education: J.D., Salmon P. Chase College of Law (Northern Kentucky University); B.A., Political Science, Eastern Kentucky University. The YETI board affirms his independence under NYSE standards .

Past Roles

External Roles

Board Governance

• YETI committee assignments: Compensation Committee member (7 meetings in fiscal 2024) .
• Board activity and attendance: Board held 7 meetings in 2024; each director attended >75% of aggregate Board and committee meetings; all directors then in office attended the 2024 annual meeting .
• Independence: Board determined McCoy is independent under NYSE rules; no material relationships identified .
• Overboarding and age policy: Directors generally limited to four public boards; policy reviewed annually; each director currently in compliance. Corporate Governance Guidelines provide no director may stand for election after age 75 unless the Board approves an exception case-by-case .
• Anti-hedging/pledging: YETI prohibits hedging and pledging of company stock by directors and others .
• Activism context: March 2025 cooperation agreement with Engaged Capital added two independent directors and expanded the Board, reflecting ongoing refreshment; not specific to McCoy but relevant to overall governance dynamics .

Fixed Compensation

• Non-employee director program (policy-level): annual cash retainer $75,000; annual equity retainer $145,000 in RSUs/DSUs; additional fees for roles: Non-Executive Chair $115,000; committee chair fees ($25,000 Audit; $20,000 Compensation; $20,000 Nominating & Governance); committee member fees ($12,500 Audit; $10,000 Compensation; $10,000 N&G). Cash can be deferred into DSUs; equity vests on the earlier of first anniversary or immediately prior to the next AGM; DSUs settle at a specified date or six months post-board service .
• Fiscal 2024 compensation received by McCoy:

• Stock ownership guideline: directors must own ≥5x annual cash retainer; until met, must retain 100% of net shares from settlements; DSUs accrue dividend equivalents; settlement rules noted above .

Performance Compensation

• Directors do not receive performance-based awards; equity is time-based (RSUs/DSUs) . The Compensation Committee (of which McCoy is a member) oversees executive pay-for-performance with defined metrics:

• 2024 outcomes: STIP paid 108.4% of target; 2022–2024 PBRS/payout certified at 126% of target (after TSR modifier) .

Other Directorships & Interlocks

• Current public boards: Freeport-McMoRan (LID; Compensation Committee), Louisiana-Pacific (LID; Compensation Committee) .
• Compensation Committee interlocks: YETI discloses none during fiscal 2024 .
• Related-party transactions: YETI reports none exceeding $120,000 since 12/31/2023 involving directors/executives/5% holders .

Expertise & Qualifications

• Qualifications cited by YETI: extensive leadership; global business understanding; expertise in corporate compensation, legal, compliance, governance and disclosure matters .
• As a long-tenured LID and comp committee member at multiple public companies, McCoy brings robust board leadership and executive pay oversight experience .

Equity Ownership

• Beneficial ownership at YETI (as of March 3, 2025): 22,079 shares; less than 1% of outstanding .
• Equity not counted in beneficial ownership but relevant to alignment: 3,155 DSUs; 4,077 RSUs scheduled to vest within 60 days (per director footnotes) .
• Director stock ownership guidelines: 5× cash retainer; retention requirements until satisfied .

Insider Transactions (Form 4)

Note: Beneficial ownership per proxy (22,079) excludes DSUs and certain unvested equity; Form 4 “securitiesOwned” reflects reporting conventions on post-transaction holdings and may differ from proxy methodology .

Governance Assessment

• Strengths

  • Deep board leadership: Lead Independent Director at FCX and LPX; seasoned Compensation Committee member—useful for YETI’s compensation oversight and CEO succession discussions .
  • Independence and attendance: Independent under NYSE; >75% attendance; committee engagement (7 Compensation Committee meetings in 2024) .
  • Clean conflicts record: No related-party transactions; anti-hedging/pledging policy enhances alignment .
  • Shareholder alignment signals: High 2024 say‑on‑pay support (95.2%); pay programs with clear financial metrics and long-term FCF/TSR linkage .

• Watch items

  • Overboarding/Capacity: Holds multiple external LID roles; YETI policy allows up to four boards and confirms compliance, but time commitments should be monitored given leadership responsibilities across boards .
  • Age policy: Guidelines discourage nominations after age 75 absent Board-approved exceptions; McCoy is 75, implying an exception if he stands again. Planful refreshment and succession at the board level remains relevant .

• Overall: McCoy’s governance profile (legal/comp expertise, LID experience, independent status, and active committee service) supports board effectiveness and investor confidence; limited red flags given policy compliance and absence of related-party exposure .

Appendix: Additional Reference Data

YETI Director Compensation Program (for context)

Committee Independence and Advisors

• Compensation Committee (members incl. McCoy) met 7 times in fiscal 2024 and retains FW Cook as independent consultant; committee determined no consultant conflicts of interest .

Board Refreshment (context)

• March 2025: Cooperation Agreement with Engaged Capital; added two independent directors; standstill, voting commitments, and committee placement provisions outlined .