Mary Lou Kelley
YETI HoldingsAbout Mary Lou Kelley
Mary Lou Kelley (age 64) is an independent Class II director of YETI Holdings, Inc., serving since February 2019. She chairs the Nominating & Governance Committee and is a member of the Audit Committee; her background includes senior e‑commerce leadership roles at Best Buy, Chico’s, and L.L.Bean, and she holds an MBA from the University of Virginia (Darden) and a BA in Economics from Boston College . In 2024, the Board met 7 times and each director attended more than 75% of applicable Board and committee meetings; Ms. Kelley is designated independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Best Buy Co., Inc. | President, E‑commerce | 2014–2017 | Led e‑commerce at a large consumer electronics retailer |
| Chico’s FAS, Inc. | SVP, E‑commerce | 2010–2014 | Omni‑channel retail experience |
| L.L.Bean, Inc. | VP, Retail Real Estate & Marketing | 2006–2009 | Consumer brand and retail marketing leadership |
External Roles
| Company | Board Role | Tenure | Committees/Notes |
|---|---|---|---|
| Finning International Inc. | Director | Since 2018 | Human Resources Committee; Safety, Environment & Social Responsibility Committee |
| Vera Bradley, Inc. | Director | 2015–2025 | Public company board experience in consumer accessories |
Board Governance
- Committee assignments and chair roles: Chair, Nominating & Governance; Member, Audit .
- Independence: Board has determined Ms. Kelley is independent under NYSE standards; no material relationships identified .
- Attendance and engagement: Board held 7 meetings in fiscal 2024; each director attended >75% of combined Board and assigned committee meetings; all directors then in office attended the 2024 Annual Meeting .
- Committee activity levels (FY 2024): Audit (5 meetings), Compensation (7), Nominating & Governance (4) .
- Board leadership and process: Separate Chair and CEO; non‑management directors hold executive sessions each regular meeting .
- Overboarding compliance: YETI limits directors to four total public company boards; all directors are in compliance .
Fixed Compensation
| Component | Amount/Policy | Ms. Kelley (FY 2024) |
|---|---|---|
| Board cash retainer | $75,000 annual cash retainer | Included in “Fees earned or paid in cash” |
| Committee cash fees (policy) | Audit member $12,500; Nominating & Governance member $10,000; N&G Chair $20,000; Committee fee schedule effective Dec 31, 2023 | Included in “Fees earned or paid in cash” |
| FY 2024 cash actually earned | — | $99,979; Ms. Kelley elected to defer a portion of cash fees (into DSUs) |
Notes:
- Ms. Kelley can elect to defer cash retainers/fees into Deferred Stock Units (DSUs) that vest on the earlier of the one‑year anniversary or the next annual meeting; settlement occurs on a pre‑elected date or six months after board service ends .
Performance Compensation
| Equity Element | Grant/Value | Vesting | Structure/Performance Link |
|---|---|---|---|
| Annual director equity grant (RSUs or DSUs) | $145,000 grant value on May 7, 2024 | Vests in full on the earlier of one‑year anniversary or immediately prior to next annual meeting, subject to continued service | Time‑based only; no performance metrics. Ms. Kelley elected DSUs in lieu of RSUs |
There are no stock options, performance‑vesting awards, or director bonuses. Director equity is time‑based and primarily intended to align interests via stock ownership and holding requirements .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Finning International Inc. (since 2018) |
| Prior public boards | Vera Bradley, Inc. (2015–2025) |
| Committee roles elsewhere | Finning: Human Resources; Safety, Environment & Social Responsibility |
| Interlocks/Related parties | YETI reports no related‑party transactions >$120,000 since Dec 31, 2023 |
| Compensation committee interlocks | YETI’s compensation consultant FW Cook was deemed independent with no conflicts; Ms. Kelley was not listed among 2024 Compensation Committee members |
Expertise & Qualifications
- Consumer/e‑commerce and omni‑channel marketing expertise; extensive executive leadership in retail and consumer products; knowledge of corporate compensation and governance matters .
- Board skills (YETI matrix emphasizes e‑commerce/consumer products, global business, public board, senior leadership across the Board) .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Common stock beneficially owned | 9,351 shares (<1% of outstanding) as of March 3, 2025 |
| DSUs held (not included in beneficial ownership count) | 22,290 DSUs as of December 28, 2024 / March 3, 2025 footnote |
| Ownership guidelines | Directors must hold stock ≥5x annual cash retainer; must retain 100% of shares from settlements until guideline met |
| Hedging/Pledging | Prohibited from hedging or pledging YETI securities |
Governance Assessment
- Strengths: Independent director with relevant e‑commerce and consumer brand expertise; chairs Nominating & Governance during an active refresh cycle; consistent meeting attendance; equity alignment through DSU elections; robust anti‑hedging/anti‑pledging and stock ownership guidelines .
- Conflicts/related‑party exposure: None reported involving directors since Dec 31, 2023 .
- Workload/overboarding: Within YETI’s limits; Board confirms all directors comply with overboarding policy .
- Committee coverage: Audit Committee member (not designated the audit committee financial expert), and Nominating & Governance Chair; supports oversight of risk, board composition, and shareholder engagement .
- Shareholder sentiment: Say‑on‑pay support of 95.2% at the 2024 Annual Meeting signals general investor alignment with compensation governance (context for overall board oversight) .
RED FLAGS: None disclosed specific to Ms. Kelley. No related‑party transactions; hedging/pledging prohibited; attendance threshold met; director pay is standard (cash + time‑based equity) without options or performance awards .