Frank Gibeau
YETI HoldingsAbout Frank D. Gibeau
Independent director of YETI since February 2020, age 56. Currently President, Zynga Label at Take-Two Interactive Software (since 2022), and former CEO of Zynga (2016–2022). He holds an MBA from Santa Clara University and a BS in Business Administration from the University of Southern California. The Board has affirmatively determined he is independent under NYSE rules, with no material relationships identified in YETI’s independence review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zynga Inc. | Chief Executive Officer | 2016–2022 | Led public-company operations and strategy |
| Electronic Arts Inc. | EVP EA Mobile; President EA Labels; President EA Games Label; EVP/GM N. America Publishing; SVP N. America Marketing | 2002–2015 | Senior P&L, product and publishing leadership across multiple divisions |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Take-Two Interactive (Zynga Label) | President | 2022–present | Executive role (not a board role) |
| Hasbro, Inc. | Director | 2024–present | Finance and Capital Allocation Committee (member) |
| Zynga Inc. | Director (prior) | 2015–2022 | — |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation Committee (member) .
- Committee activity: Audit met 5 times in fiscal 2024; Compensation met 7 times in fiscal 2024 .
- Independence: Board affirmed he is independent; no transactions/relationships inconsistent with independence were found for independent directors, including Mr. Gibeau .
- Attendance and engagement: The Board held 7 meetings in 2024; each director attended >75% of Board and committee meetings on which they served, and all directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chair is Robert K. Shearer; executive sessions of independent directors are held with each regular Board meeting .
- Overboarding policy: YETI limits directors to four total public-company boards (including YETI); the company states each director is in compliance (Mr. Gibeau serves on YETI and Hasbro) .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board cash retainer | $75,000 per year | |
| Committee membership fees | Audit: $12,500; Compensation: $10,000 (for members) | |
| Committee chair fees | Audit Chair: $25,000; Compensation Chair: $20,000; N&G Chair: $20,000 | |
| Equity retainer (annual) | $145,000 in RSUs or DSUs; vests at earlier of 1st anniversary or just before next AGM | |
| FY2024 cash actually earned (Gibeau) | $94,993 | |
| FY2024 stock award grant-date fair value (Gibeau) | $145,000 | |
| Product discount | Directors receive a discount on certain YETI products |
Notes:
- Directors may elect to defer cash retainers and/or equity into DSUs, with vesting by next AGM and settlement in stock upon the earlier of a specified date or six months post-service .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging, pledging, short-selling, or margining YETI securities .
Performance Compensation
- Director equity grants are time-based RSUs/DSUs with no performance metrics; vest in full on the earlier of the first anniversary of grant or immediately prior to the next Annual Meeting, subject to service .
- Performance metrics apply to executives, not to non-employee directors (YETI’s STIP and PBRSU programs are NEO-focused) .
| Director Performance-Tied Elements | Status | Vesting/Terms |
|---|---|---|
| Performance metrics in director pay | None (time-based RSUs/DSUs only) | Vests at earlier of 1-year or pre-AGM, service-based |
Other Directorships & Interlocks
- Current public boards: Hasbro, Inc. (Finance and Capital Allocation Committee) .
- Compensation Committee interlocks: YETI discloses no interlocks or insider participation for members of the Compensation Committee (which includes Mr. Gibeau) and no material interests/relationships for members in fiscal 2024 .
- Independence review: No material relationships identified for independent directors, including Mr. Gibeau .
Expertise & Qualifications
- Board biography highlights: extensive public-company leadership, experience in finance/internal controls, and deep knowledge of corporate strategy, product development, and brand building .
- Board skills matrix indicates Mr. Gibeau contributes in Accounting & Finance, Business Development/M&A/Strategy, E-Commerce/Consumer Products, Global Business Expertise, Marketing/Brand Development, Outdoor Sports Industry familiarity, Public Company Board Experience, Senior Leadership Experience, and Talent/Organizational Development .
Equity Ownership
| Holding Type (as of Dec 28, 2024) | Quantity |
|---|---|
| Deferred Stock Units (DSUs) | 6,322 |
| Restricted Stock Units (RSUs) | 4,077 |
Additional alignment mechanisms:
- Director stock ownership guideline: minimum of 5x the annual cash retainer; until met, directors must retain 100% of shares from equity award settlements, net of tax withholdings .
- Anti-hedging/anti-pledging policy prohibits hedging and pledging of YETI stock by directors .
Governance Assessment
-
Strengths:
- Independent director with multi-decade operating leadership in consumer tech and gaming; brings brand, product, and digital expertise aligned with YETI’s consumer growth strategy .
- Serves on two key oversight committees (Audit and Compensation), supporting financial discipline and pay governance; Audit and Compensation met 5 and 7 times respectively in FY2024 .
- Attendance and engagement: Board met 7 times; each director exceeded 75% attendance, and all directors attended the 2024 Annual Meeting .
- Pay structure for directors leans toward equity via annual RSU/DSU grant, promoting alignment; Mr. Gibeau’s FY2024 awards: $145,000 equity vs $94,993 cash .
- Robust policies: director ownership guideline (5x retainer) and strict anti-hedging/pledging enhance alignment and risk controls .
- Independence and conflicts: Board found no material transactions/relationships for independent directors, and no Compensation Committee interlocks or insider participation .
-
Potential watch items:
- Time commitments: In addition to YETI, Mr. Gibeau serves on Hasbro’s board and holds an executive role at Take-Two (Zynga Label). YETI’s policy limit is four boards and the company states all directors are in compliance, but continued monitoring of workload and participation is prudent .
- Committee load: Concurrent service on Audit and Compensation concentrates oversight responsibilities; continued evidence of strong attendance and committee effectiveness mitigates this risk .
-
Broader shareholder sentiment:
- Say-on-pay support was 95.2% at the 2024 Annual Meeting, indicating broad investor support for YETI’s pay program and governance approach .
Director Compensation Details (FY2024)
| Item | Amount |
|---|---|
| Fees earned or paid in cash (Gibeau) | $94,993 |
| Stock awards (grant-date fair value) | $145,000 |
| Total | $239,993 |
Policy reference points:
- Standard Board cash retainer: $75,000
- Committee member fees: Audit $12,500; Compensation $10,000
- Annual equity for non-employee directors: $145,000 in RSUs/DSUs; vests by next AGM or one year
Board Committee Roles and Activity (FY2024)
| Committee | Role | Meetings | Notes |
|---|---|---|---|
| Audit | Member | 5 | Oversees financial reporting, auditors, compliance, ERM, legal and conflicts oversight |
| Compensation | Member | 7 | Oversees exec pay, director pay recommendations, succession planning; uses FW Cook as independent consultant with no conflicts identified |
Policies Relevant to Conflicts and Risk
- Independence determination: No material relationships for independent directors, including Mr. Gibeau .
- Related-party and interlocks: No Compensation Committee interlocks/insider participation; no material interests/relationships for those directors in FY2024 .
- Anti-hedging/pledging: Prohibited for directors and other insiders .
- Insider Trading Policy: Applies to directors; prohibits trading on MNPI and speculative transactions .
RED FLAGS: None identified specific to Mr. Gibeau in the proxy. No related-party transactions or hedging/pledging by directors are permitted, and independence and interlock disclosures were clean for FY2024 .
Notes and Sources
- All data are from YETI’s 2025 DEF 14A unless otherwise noted: director biography and committees ; Board and committee activity and attendance ; independence ; director compensation policy and FY2024 director compensation table ; ownership guidelines and deferrals ; anti-hedging/pledging ; interlocks disclosure ; say-on-pay results .