Elizabeth Axelrod
YETI HoldingsAbout Elizabeth L. Axelrod
Independent director at YETI since December 2023; age 62. Former Global Head of Employee Experience at Airbnb (2017–2021), SVP Human Resources at eBay (2005–2015), and Chief Talent Officer at WPP (2002–2005). Education: M.P.P.M., Yale University; B.S., Economics, Wharton School. Core credentials: extensive HR/talent management, global e‑commerce understanding, and corporate strategy experience; currently chairs YETI’s Compensation Committee and serves on Nominating & Governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Airbnb, Inc. | Global Head of Employee Experience | 2017–2021 | Human capital leadership for a global platform; workforce experience strategy |
| eBay Inc. | SVP, Human Resources | 2005–2015 | Enterprise HR leadership across a scaled e‑commerce company |
| WPP plc | Chief Talent Officer | 2002–2005 | Global talent strategy; senior leadership development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heidrick & Struggles International, Inc. | Director; Chair of Human Resources & Compensation; Member of Nominating & Board Governance | Since 2016 | Leads comp oversight; governance participation |
| WPP plc | Director | 2002–2005 | Board experience at multinational communications company |
Note: YETI’s Nominating & Governance Committee engaged Heidrick & Struggles as a search firm in 2023 and identified Ms. Axelrod through that process; Board affirmed her independence and disclosed no related‑party transactions over $120,000 since 12/31/2023 .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmatively determined Ms. Axelrod is independent under NYSE standards; no material relationships found |
| Board Tenure | Director since December 2023 |
| Committee Assignments | Compensation (Chair); Nominating & Governance (Member) |
| Committee Meetings (FY2024) | Compensation: 7; Nominating & Governance: 4 |
| Board Meetings (FY2024) | 7 meetings; all directors attended >75% of aggregate meetings and attended the 2024 Annual Meeting |
| Executive Sessions | Non‑management, independent directors hold executive session with each regular Board meeting |
| Leadership Structure | Separate Chair (independent) and CEO roles; Chair leads agendas and Board liaison |
Fixed Compensation
| Component (FY2024) | Amount ($) |
|---|---|
| Cash fees earned | 78,671 |
| Equity awards (RSUs/DSUs grant date fair value) | 145,000 |
| Total FY2024 | 223,671 |
Director compensation program parameters:
- Annual cash retainer $75,000; committee chair fees: Compensation Chair $20,000; Nominating & Governance Chair $20,000; committee member fees: $10,000; Audit member $12,500; Non‑Executive Chair $115,000; equity retainer $145,000 in RSUs or DSUs granted at the annual meeting; cash paid quarterly and pro‑rated; DSU deferrals allowed for cash/equity .
Performance Compensation
YETI does not grant performance‑based equity to directors; equity awards are time‑based RSUs/DSUs vesting fully by ~1 year . As Compensation Committee Chair, Ms. Axelrod oversees executive pay‑for‑performance; 2024 program metrics below:
| Metric | Weight | Threshold | Target | Maximum | Actual FY2024 | Result/Payout |
|---|---|---|---|---|---|---|
| Adjusted Net Sales | 40% | 90% of target | 100% of target | 110% of target | $1,838.7mm | Contributed to 108.4% overall STIP payout |
| Adjusted Operating Income | 60% | 85% of target | 100% of target | 115% of target | $309.4mm | Contributed to 108.4% overall STIP payout |
| PBRSU Core Measure | — | FCF threshold ⇒ 50% vest | Target ⇒ 100% vest | Max ⇒ 200% vest | 2022–2024 payout 126% | Relative TSR modifier (≤25% ⇒ 80%; ≥75% ⇒ 120%) |
Program changes and signals:
- 2024 widened Adjusted Operating Income performance band to 85–115% (from ±10%) to align with market and keep maximums for exceptional performance; no one‑time grants to NEOs .
- 2024 STIP paid 108.4% of target; 2022–2024 PBRS paid 126% (including TSR modifier) .
Other Directorships & Interlocks
| Company | Board/Committee Roles | Potential Interlock/Conflict | Mitigation |
|---|---|---|---|
| Heidrick & Struggles International, Inc. | Director; Chair HR & Compensation; Member Nominating & Governance | YETI used Heidrick & Struggles as search firm in 2023; Ms. Axelrod identified via that process | Board affirmed independence and disclosed no related‑party transactions >$120k since 12/31/2023 |
Expertise & Qualifications
- Human resources/talent management, e‑commerce, global business, corporate strategy; selected for Board for these strengths .
- Board skills matrix: Public company board experience; senior leadership; global business; e‑commerce/consumer products; talent/organizational development .
Equity Ownership
| Ownership Detail (as of 3/3/2025) | Amount |
|---|---|
| Common shares beneficially owned | — (less than 1%) |
| DSUs held (not counted in beneficial ownership) | 4,941 |
| Ownership guidelines | Minimum 5× annual cash retainer; until met, retain 100% of shares upon settlement (net of taxes) |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy; no pledging permitted |
Note: Beneficial ownership table excludes DSUs until settlement; DSUs vest on the earlier of one year post‑grant or immediately prior to next annual meeting; settlement upon specified date or six months post‑cessation .
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Axelrod oversees executive pay design, goal setting, and payouts; committee met 7 times in FY2024 and uses FW Cook as independent consultant (no other services; no conflicts) .
- Independence and attendance: Board affirmed her independence; all directors attended >75% of meetings and the annual meeting, supporting engagement expectations .
- Pay‑for‑performance signals: Strong linkage via Adjusted Net Sales, Adjusted Operating Income, and FCF with TSR modifier; no one‑time NEO grants in FY2024; say‑on‑pay support at 95.2% in 2024, indicating investor alignment with comp oversight .
- Policies: Robust anti‑hedging/anti‑pledging; clawback policy adopted Aug 3, 2023 per NYSE/SEC standards; director/exec stock ownership guidelines in place .
- Related‑party exposure: No related‑party transactions >$120k since 12/31/2023; Heidrick & Struggles search‑firm engagement disclosed with independence affirmed—monitor optics given her H&S board role .
RED FLAGS to monitor
- Search‑firm interlock optics: Identification via Heidrick & Struggles while serving on their board (not a related‑party transaction for FY2024+, independence affirmed) .
- Early tenure ownership: No beneficially owned shares as of 3/3/2025; DSUs held; watch progress toward 5× retainer guideline per policy .
Positive signals
- Strong say‑on‑pay support (95.2%) and disciplined metrics/payout governance .
- Independent comp consultant with no conflicts; anti‑hedging/pledging policy; executive sessions each regular meeting .