Robert Shearer
YETI HoldingsAbout Robert K. Shearer
Independent Chair of YETI’s Board and Audit Committee Chair; age 73; director since October 2018. Former VF Corporation CFO (2003–2015), with prior senior finance roles and two years as President of VF’s Outdoor Coalition; earlier career as Senior Audit Manager at Ernst & Young. Recognized by YETI’s Board as an audit committee financial expert with extensive public accounting, finance, internal control, disclosure, and investor relations experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VF Corporation | SVP & CFO; VP–Finance & CFO; VP & Controller; President, Outdoor Coalition | 1986–2015 | Led global retail consumer products expansion; deep public-company finance and disclosure leadership |
| Ernst & Young LLP | Senior Audit Manager | n/a | Public accounting expertise; audit oversight experience |
External Roles
| Organization | Role | Since | Committee Roles |
|---|---|---|---|
| Church & Dwight Co., Inc. | Director | 2008 | Audit Committee member |
| Kontoor Brands, Inc. | Director; Lead Independent Director | 2019 | Audit Committee Chair |
Board Governance
- Roles: Independent Chair of the Board and Audit Committee Chair; Audit Committee financial expert designation for Shearer (and Alison Dean) .
- Committee assignments and meeting cadence:
- Audit Committee: Shearer (Chair), Dean, Gibeau, Kelley; 5 meetings in fiscal 2024 .
- Compensation Committee: Axelrod (Chair), Gibeau, Katz, McCoy; 7 meetings in fiscal 2024 .
- Nominating & Governance Committee: Kelley (Chair), Axelrod, Dean, Katz; 4 meetings in fiscal 2024 .
- Attendance and engagement: Board held 7 meetings in 2024; each director attended >75% of aggregate Board and committee meetings; all directors in office attended the 2024 Annual Meeting; executive sessions of independent directors occur with each regular Board meeting .
- Independence: Board affirms Shearer’s NYSE independence and found no transactions or relationships inconsistent with independence .
- Risk oversight: Audit Committee oversees ERM, financial reporting integrity, compliance, cybersecurity; Compensation Committee oversees compensation risk, succession, consultant independence; full Board oversees ESG strategy .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Board Cash Retainer | 75,000 | Annual, paid quarterly unless deferred |
| Non‑Executive Chair Retainer | 115,000 | Annual leadership role fee |
| Audit Committee Chair Fee | 25,000 | Annual committee chair fee |
| Audit Committee Member Fee | 12,500 | Annual committee membership fee |
| 2024 Cash Earned (Shearer) | 197,452 | Includes Board chair, committee chair, and applicable committee service; portion deferred to DSUs |
Performance Compensation
| Component | Grant Value ($) | Instrument | Vesting | Deferral Election | Position as of 12/28/2024 |
|---|---|---|---|---|---|
| 2024 Annual Equity | 145,000 | RSUs (or DSUs if elected) | Vests at 1 year or immediately prior to next annual meeting, subject to service | Shearer elected DSUs in lieu of RSUs | 48,681 DSUs held (Shearer) |
- Directors may defer cash fees into DSUs; DSUs accrue dividend equivalents and settle in common stock per election/cessation terms .
- No performance-based equity (e.g., PSUs) for directors; annual equity grants are time-based .
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict | Assessment |
|---|---|---|
| Church & Dwight | Audit Committee member | No YETI related-party transactions >$120k since 12/31/2023; Compensation Committee interlocks report notes no conflicts among committee members (Shearer not on Compensation Committee) . |
| Kontoor Brands | Lead Independent Director; Audit Chair | Same as above; no YETI related-party transactions; Board confirms independence . |
Expertise & Qualifications
- Financial reporting and internal control leadership (CFO; audit financial expert) .
- Global consumer products and retail expansion experience (VF) .
- Disclosure, investor relations, and governance acumen; Board leadership as independent Chair .
- Skills matrix shows accounting/finance, business development/strategy, e‑commerce/consumer products, global business, public company board experience, senior leadership .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Common Shares Beneficially Owned | — | Not separately reported for Shearer in beneficial ownership table; represents <1% if any were held . |
| DSUs Held | 48,681 | As of 12/28/2024 . |
| Shares Outstanding (reference) | 82,785,530 | As of 3/3/2025 (basis for % calculations in table) . |
| Anti‑Hedging/Pledging | Prohibited | Directors may not hedge or pledge YETI stock; short-selling prohibited . |
| Director Ownership Guideline | ≥5x cash retainer | Includes direct/indirect shares, vested/earned RSUs/DSUs; directors must retain 100% of shares from settlements until guideline met . |
Governance Assessment
- Strengths:
- Independent Chair separates leadership from CEO; executive sessions each regular Board meeting .
- Audit Committee chaired by an audit financial expert; robust ERM, compliance, cybersecurity oversight; annual auditor independence review .
- High attendance; transparent director compensation policy with balanced cash/equity; director ownership guidelines and anti‑hedging/pledging policies .
- No related‑party transactions ≥$120k; Compensation consultant (FW Cook) independence affirmed; no compensation committee interlocks .
- Investor alignment signal: 95.2% say‑on‑pay approval in 2024 .
- Watch items:
- Workload concentration (Board Chair and Audit Chair) demands continued attention to committee effectiveness and succession; mitigate via committee independence and annual Board assessments .
- Multiple outside boards require monitoring against overboarding policy (limit ≤4 total public boards); YETI reports all directors in compliance .
- Age guideline: Board policy discourages standing for election after age 75 absent Board exception; Shearer is 73 (in compliance) .
Insider Filings (reference)
| Date | Form | Context/Note | Source |
|---|---|---|---|
| 05/09/2024 | Form 4 | Director equity grant reporting around annual meeting cycle | |
| 08/20/2025 | Form 4 | Section 16 filing for YETI; Shearer listed among filings | |
| 06/30/2025 | Form 4 | Shearer Section 16 filing index |
Director Compensation (2024 actuals)
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 197,452 |
| Stock awards (RSUs/DSUs grant-date fair value) | 145,000 |
| Total | 342,452 |
Committee Assignments
| Committee | Role | Meeting Count (FY2024) |
|---|---|---|
| Audit | Chair | 5 |
| Compensation | — | 7 (committee exists; Shearer not a member) |
| Nominating & Governance | — | 4 (committee exists; Shearer not a member) |
Attendance
| Measure | Status |
|---|---|
| Board meetings attended | >75% for each director |
| Committee meetings attended | >75% for each director |
| 2024 Annual Meeting attendance | All directors attended |
Related Party and Conflicts
| Item | Disclosure |
|---|---|
| Related party transactions ≥$120k since 12/31/2023 | None |
| Audit Committee review of related party transactions | Required per charter; reviews and approves/disapproves related person transactions |
| Compensation Committee interlocks/conflicts | None; FW Cook independent, no services outside compensation consulting |
Policy Signals
- Clawback: Policy regarding recoupment of incentive compensation for accounting restatements; aligns with SEC/NYSE requirements .
- Anti‑hedging/pledging: Strict prohibitions for directors and employees .
- Stock ownership: Directors ≥5x cash retainer; retention until compliance .
- Overboarding: ≤4 public boards (including YETI); all directors in compliance .