DEF 14A of Crocs, Inc., Apr 23, 2024

DEF 14A of Crocs, Inc.

Filed Apr 23, 2024 · FY20230001334036-24-000084

Open on EDGAR

  1. PROPOSAL 1 - ELECTION OF DIRECTORS

    PROPOSAL 1 - ELECTION OF DIRECTORS

  2. Board Composition

    Board Composition Our Board currently consists of nine members divided into three classes, with each director elected to a three-year term. Under our amended and restated bylaws, each of our directors holds office until his or her successor has been elected and qualified or until such director’s earlier resignation or removal.

  3. Board Composition

    | Class I terms expire at the 2024 annual meeting: | | Ronald L. Frasch | | Andrew Rees | | Charisse Ford Hughes | | Class II terms expire at the 2025 annual meeting: | | Ian M. Bickley | | John Replogle | | Douglas J. Treff | | Class III terms expire at the 2026 annual meeting: | | Thomas J. Smach | | Beth J. Kaplan | | Neeraj Tolmare |

  4. Board Composition

    At each annual meeting of stockholders, the successors to directors whose terms expire at such meeting will be elected, or such directors will be re-elected, and will serve from the time of election and qualification until the third annual meeting following their election or until their successors are duly elected and qualified. The current authorized number of directors is nine. The authorized number of directors may be changed by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the Board can be filled by resolution of the Board. Upon the recommendation of the Governance and Nominating Committee, the Board has nominated Ms. Ford Hughes and Messrs. Frasch and Rees for re-election as Class I directors to serve for a three-year term expiring at the 2027 annual meeting of stockholders. A stockholder cannot vote for more than three nominees. Each of the director nominees has consented to serve for a three-year term. We do not contemplate that any of the nominees will be unable to stand for election, but should any nominee become unable to serve or will not serve for any reason, all proxies will be voted for the election of a substitute nominee as the Board may recommend. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he is or was to be selected as a director or officer of our Company. There are no family relationships among our executive officers and directors.

  5. Director Nomination Process and Director Qualifications

    Director Nomination Process and Director Qualifications The Governance and Nominating Committee’s process for identifying potential director candidates and the factors considered by the Governance and Nominating Committee in evaluating potential candidates are described below. In identifying potential director candidates, the Governance and Nominating Committee relies on recommendations from a number of sources, including current directors and officers. The Governance and Nominating Committee may also hire outside consultants, search firms, or other advisors to assist in identifying director candidates. In 2023, the Governance and Nominating Committee hired Spencer Stuart, a global executive search firm, to assist in identifying director candidates. We do not have a separate policy regarding director candidates recommended by stockholders, but the Governance and Nominating Committee will consider director candidates recommended by stockholders on the same basis as it considers other candidates. Any stockholder wishing to recommend a candidate for consideration by the Governance and Nominating Committee may do so by submitting a written recommendation to the Governance and Nominating Committee in accordance with the procedures set forth under “Stockholder Proposals and Nominations.” In evaluating a director candidate, our Governance and Nominating Committee considers, among other things, the candidate’s judgment, knowledge, personal and professional integrity, ethics and values, diversity, expertise, business and industry experience, and other expertise, which is likely to enhance the Board’s ability to govern our affairs and business. Our Company, as well as our Board and Governance and Nominating Committee embrace our “Come as you Are” mantra and strive to create a diverse, equitable and inclusive workplace and Boardroom. Although we do not have a separate policy regarding consideration of diversity in identifying director nominees, the Governance and Nominating Committee values and considers diversity in many forms including but not limited to gender, age, race, ethnicity, skill, and tenure. The Committee strives to nominate directors with a variety of complementary skills and diversity so that, as a group, the Board will possess a broad perspective and the appropriate talent, skills, and expertise to oversee our business. For example, since 2020, the Board added Ms. Charisse Ford Hughes, Ms. Tracy Gardner (who resigned in June 2023 for personal reasons), and Mr. Neeraj Tolmare to the Board, and the Board believes they have provided valuable experience and insight, along with additional gender and racial diversity to the Board. The Governance and Nominating Committee also takes into account independence requirements imposed by law or regulations (including the Nasdaq listing standards). In the case of director candidates recommended by stockholders, the Governance and Nominating Committee may also consider the number of shares held by the recommending stockholder, the length of time that such shares have been held and the relationship, if any, between the recommending stockholder and the recommended director nominee.

  6. Director Nomination Process and Director Qualifications

    | THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE ABOVE-NAMED NOMINEES FOR DIRECTOR. |

  7. Class I Director Nominees

    Class I Director Nominees

  8. Class I Director Nominees

    | Ronald L. Frasch (Class I) | Mr. Frasch, age 75, has served as a member of the Board since October 2006 and served as the Lead Director from November 2012 to January 2016. Mr. Frasch currently serves as the chair of the Governance and Nominating Committee and is also a member of the Compensation Committee. In addition to his work with Crocs, Mr. Frasch has served on the board of Burberry Group plc, a global luxury brand, since 2017 and is the founder of Ron Frasch Associates, an industry consulting firm incorporated in 2014. In addition to his consulting work, Mr. Frasch served as Operating Partner at Castanea Partners, a private equity firm, from February 2014 until June 2019. From June 2014 to June 2015, Mr. Frasch also served as a director of EVINE Live, Inc., a Nasdaq-listed digital commerce company. Mr. Frasch served as President and Chief Merchandising Officer of Saks Fifth Avenue, a division of Saks, Inc. (“Saks”), a NYSE-listed luxury fashion retailer, from February 2007 until the merger of Saks with Hudson’s Bay Company in November 2013. From November 2004 until January 2007, Mr. Frasch held the position of Vice Chairperson and Chief Merchant of Saks Fifth Avenue and prior to this time, starting in January 2004, he was employed by Saks in a non-executive capacity. From April 2000 to January 2004, Mr. Frasch served as President and Chief Executive Officer of Bergdorf Goodman (a subsidiary of Neiman Marcus Group, Inc., a luxury retailer) and served as President of GFT North America (a subsidiary of Gruppo GFT, based in Turin, Italy, a global producer, marketer, and distributor of fine men’s and women’s clothing, sportswear, and furnishings) from 1996 to 2000. Mr. Frasch also served as President and Chief Executive Officer of Escada USA, a luxury women’s designer clothing company from 1994 to 1996. Mr. Frasch has extensive executive expertise in the fashion retail industry, which is valuable to the Board and management in understanding the consumer retail and fashion industry, including current buying trends by our wholesale customers. | | | | | Andrew Rees (Class I) | Andrew Rees, age 57, has served as a member of the Board since June 2017 and is currently the Chief Executive Officer of Crocs, Inc., overseeing the brands’ global strategy and operations. Mr. Rees joined Crocs as President in June 2014, and became Chief Executive Officer in June 2017. Mr. Rees has more than 25 years of experience in the footwear and retail industry. Prior to joining Crocs, Mr. Rees served as Managing Director of L.E.K. Consulting in Boston where he founded and led the firm’s Retail and Consumer Products Practice for 13 years. While at L.E.K., a consulting firm, Mr. Rees served as a consultant for Crocs from 2013 to 2014, supporting the development and execution of the Company’s strategic growth plan. Previous to L.E.K., Mr. Rees served as Vice President of Strategic Planning and Vice President of Retail Operations for Reebok International, an American footwear and clothing brand. He also held a variety of positions at Laura Ashley, a British textile design company, from 1994 to 1996. Mr. Rees has extensive executive expertise in the footwear and retail industry and day-to-day knowledge of Crocs operations as Chief Executive Officer. | | | | | Charisse Ford Hughes (Class I) | Charisse Ford Hughes, age 53, has served as a member of the Board since September 2020 and currently serves as the chair of the Corporate Responsibility and Sustainability Steering Committee. Ms. Ford Hughes is currently the Senior Vice President, Chief Growth Officer of Kellanova (formerly known as Kellogg Company) (“Kellanova”), a multinational food manufacturing company, since May 2023. Prior to this role, Ms. Ford Hughes served as the Senior Vice President and Chief Brand & Advanced Analytics Officer of Kellanova from March 2022 to May 2023. Before that, Ms. Ford Hughes served as the Senior Vice President and Global Chief Marketing Officer of Kellanova from September 2020 to March 2022. Before joining Kellanova, Ms. Ford Hughes served as Chief Marketing Officer for the Americas region of Pandora Jewelry, a Danish jewelry manufacturer and retailer, from January 2015 to September 2020. Ms. Ford Hughes has also held senior marketing and leadership positions at consumer brands including Estée Lauder Companies, Inc., a multinational cosmetics company, from August 2005 to July 2014, Avon Products, Inc., a multinational cosmetics, skin care, perfume and personal care company, from 2001 to 2005, and the Sara Lee Corporation, a major American producer of food products, from 1997 to 2001. Ms. Ford Hughes currently serves on the executive board of the Mobile Marketing Association (“MMA”), an industry body architecting a new future of marketing, in addition to serving as a board advisor to Prelude Growth Partners, an equity firm, and Pixability, a video advertising platform company. She earned an undergraduate degree in Finance from Howard University and her MBA in Finance and Marketing from the J.L. Kellogg School of Management at Northwestern University. Ms. Ford Hughes has decades of executive experience in global brand strategy, marketing, consumer insights, retail, and digital commerce. Ms. Ford Hughes brings valuable perspective to the Board and management in terms of understanding consumer trends, brand management, data and digital marketing, and omni-channel retail. | | | |

  9. Information About Continuing Directors

    Information About Continuing Directors

  10. Class II Directors

    Class II Directors

  11. Class II Directors

    | Ian M. Bickley (Class II) | Mr. Bickley, age 60, has served as a member of the Crocs, Inc. Board of Directors since April 2015 and is currently a member of the Audit Committee and the Corporate Responsibility and Sustainability Steering Committee. In addition to Crocs, Mr. Bickley has been serving on the Board of Directors, Audit Committee, and as Chairman of the Nominating and Corporate Governance Committee of Brilliant Earth (NASDAQ: BRLT), an innovative, global leader in ethically sourced fine jewelry since June 2021. He has also served as a strategic advisor for Mycoworks Inc., a biotechnology company and pioneer in the development of alternative materials engineered from Fine Mycelium since June 2021. Prior to this time, Mr. Bickley served as an Executive Officer of Tapestry, Inc. (“Tapestry”) (NYSE: TPR), a house of modern luxury lifestyle and accessory brands including Coach, Kate Spade, and Stuart Weitzman, until December 2018. Mr. Bickley held a number of executive roles at Tapestry (formerly Coach, Inc.) between 1993 and 2018. From July 2017 to December 2018, he served as President, Global Business Development and Strategic Alliances for Tapestry. Prior to his last role with Tapestry, he served as President, International Group for Coach from August 2013 to July 2017, President, Coach International from February 2006 to August 2013, President and Chief Executive Officer of Coach Japan from August 2001 to February 2006, Vice President, Coach Japan from 1997 to 2001 and other successively senior positions since joining in 1993. Most recently, from April 2019 to April 2023, Mr. Bickley served on the Board of Directors and Strategy Committee of Natura & Co. Holding S.A. (“Natura”) a Brazilian listed global beauty and cosmetics company. Later, from April 2023 until January 2024, Mr. Bickley served as the interim Chief Executive Officer and as a director of The Body Shop International Limited (“TBSI”), the original British natural and ethical beauty brand, which was owned by Natura and later sold to Aurelius Investment Advisory Limited (“Aurelius”), concurrent with Mr. Bickley’s departure from TBSI. Subsequent to the sale of TBSI, it entered into administration in February 2024 under the control of Aurelius. Mr. Bickley brings more than 25 years of global multi-channel fashion and lifestyle brand building and distribution experience to the Board. At Tapestry, Mr. Bickley was an important leader and architect in the global expansion of the Coach brand in addition to the transformation of the company into a global multi-brand business and organization with three brands, more than 21,000 employees, and distribution in over 70 countries. His experience provides the Board with significant perspective and insight into the development of global brands, multi-channel retailing, and emerging market and channel opportunities. | | | | | John Replogle (Class II) | Mr. Replogle, age 58, has served as a member of the Board since January 2024 and is currently a member of our Corporate Responsibility and Sustainability Steering Committee. Since October 2017, Mr. Replogle has been a Founding Partner of One Better Venues, LLC, a venture capital firm focused on investing in consumer-centric businesses that have a positive impact on the world. He was CEO of Seventh Generation, Inc., a pioneer in the natural household cleaning category that was acquired by Unilever, from February 2011 to October 2017. Prior, he was CEO of Burt’s Bees, Inc., an iconic brand that scaled globally as the leader in natural personal care, from January 2006 to February 2011. Burt’s Bees was acquired by The Clorox Company (NYSE: CLX), a leading manufacturer of consumer and professional products, in 2007. John was also the GM of Unilever’s Skin Care division from 2003 to 2006, and President of Guinness, a wholly owned subsidiary of Diageo, Plc. (NYSE: DEO), a global premium drinks company, from 1996 to 2003. John is a graduate of Dartmouth College and Harvard Business School. He currently serves on the Board of Elon University and also serves as a member of the Board of Directors for Grove Collaborative, Inc. (NYSE: GROV), a natural household and personal care beauty products company, and Wolfspeed, Inc. (NYSE: WOLF), a developer and manufacturer of wide-bandgap semiconductors. He previously served on the Board of Dartmouth and on the Board of Directors for Sealy Corporation (NYSE: ZZ), a bedding company prior to its acquisition by Tempur-Pedic. Mr. Replogle brings decades of experience from serving in global leadership positions at major consumer brands. | | | |

  12. Class II Directors

    | Douglas J. Treff (Class II) | Mr. Treff, age 66, has served as a member of the Board since June 2016. He currently serves as chair of the Company’s Audit Committee and is a member of the Corporate Responsibility and Sustainability Steering Committee. In addition to his role at Crocs, Mr. Treff currently serves as the Senior Vice President and Chief Financial Officer of World Vision, Inc., an international relief and development organization. He previously served as Executive Vice President and Chief Administrative Officer of Payless Holdings, Inc. (“Payless”), a footwear retailer, from September 2007 to July 2015 and also as its Chief Financial Officer from 2012 to 2015. Payless declared bankruptcy in 2017 subsequent to Mr. Treff’s departure. Mr. Treff also served as Executive Vice President and Chief Administrative Officer of Sears Canada Inc. (“Sears Canada”), a publicly-traded Canadian company affiliated with the American-based Sears department store chain, from 2006 to 2007, having been seconded to Sears Canada from Sears Holdings. In addition, Mr. Treff served as the Senior Vice President and Chief Financial Officer of Deluxe Corporation, an American payments and business technology company, from 2000 to 2006. From 1990 to 2000, Mr. Treff held various leadership roles at Wilsons The Leather Experts Inc. (“Wilsons”), an apparel retailer, including serving as Vice President, Finance of Wilsons from 1993- 1996 and as Chief Financial Officer and Assistant Secretary from 1996-2000. Mr. Treff brings significant knowledge and expertise in accounting, finance, information technology, and operations in the global retail industry. As a chief financial officer or chief administrative officer for more than 20 years, Mr. Treff has extensive experience in SEC reporting, risk management and the footwear industry, which makes him well suited to serve as the chairperson of our Audit Committee. This experience also provides the Board with significant expertise and perspective relating to financial management, audit committee oversight, and global retail operations. | | | |

  13. Class III Directors

    Class III Directors

  14. Class III Directors

    | Thomas J. Smach (Class III) | Mr. Smach, age 63, has served as the Chairperson of the Board since June 2011, and as a member of the Board since April 2005. Mr. Smach currently sits on the Audit, Compensation, and Governance and Nominating Committees. Since 2008, Mr. Smach has been a co-founding partner of Riverwood Capital Management, a private equity firm. From January 2005 to June 2008, Mr. Smach served as the Chief Financial Officer of Flextronics International (“Flextronics”), a Nasdaq-listed electronics manufacturing services (“EMS”) provider. From April 2000 to December 2004, Mr. Smach served as Senior Vice President-Finance of Flextronics. From 1997 to April 2000, he served as the Senior Vice President, Chief Financial Officer and Treasurer of The Dii Group, Inc., an EMS provider and publicly-traded company that merged with Flextronics in early 2000. In addition to currently serving on the board of various private companies, Mr. Smach has also served on the board of various public companies in both the United States and Germany. Mr. Smach is a certified public accountant (inactive). Mr. Smach has extensive accounting and financial management experience having served as the chief financial officer of global public companies and on the boards of both public and private companies. In addition, Mr. Smach has significant experience with international manufacturing and business from his leadership positions at Riverwood Capital Management and Flextronics. This experience is useful in light of the Company’s international operations. Mr. Smach also has substantial experience in mergers and acquisitions as well as capital market transactions. Further, Mr. Smach is well versed in SEC compliance and risk oversight, which makes him particularly well suited to serve on the Company’s Audit Committee and also as the Board’s Chairperson. | | | | | Beth J. Kaplan (Class III) | Ms. Kaplan, age 66, has served as a member of the Board since January 2020 and currently serves as the chair of the Compensation Committee and as a member of the Governance and Nominating Committee. Ms. Kaplan is a venture partner at Revolution Ventures, a venture capital firm, and, since 2001, has been the managing member of Axcel Partners, LLC, a venture capital firm investing in early stage and growth companies. Ms. Kaplan served as President and Chief Operating Officer at Rent the Runway, Inc. (“Rent the Runway”), a Nasdaq-listed e-commerce apparel company, from 2013 to 2015 and has served on its Board of Directors since February 2014 in addition to serving on both the Audit Committee and as chair of the Compensation Committee. In addition to Rent the Runway, Ms. Kaplan joined the board of Howard Hughes Corporation, a publicly traded commercial, residential and mixed-use real estate company, in December 2017 and currently serves on its Audit and Risk Committees and as the chairperson of its Nominating and Governance Committee. Ms. Kaplan has also served on the board of Brilliant Earth Group, Inc., a Nasdaq-listed digital-first jewelry company (“Brilliant Earth”) since October 2020, currently as chair of the Compensation Committee and also as a member of the Nominating and Corporate Governance Committee. She has served on the boards of several early-stage growth companies, including Framebridge (which is owned by Graham Holdings) from 2016 to 2020. Previous to this time, Ms. Kaplan served as President and Chief Merchandising and Marketing Officer, and as a director, at General Nutrition Centers (“GNC”), a health and wellness products retailer, from 2008 to 2011, where she played an integral role in GNC’s 2011 initial public offering. Prior to GNC, Ms. Kaplan served as Executive Vice President and General Manager at Bath & Body Works, LLC, a beauty care retailer, from 2002 to 2005, Executive Vice President of Marketing and Merchandising at Rite Aid Corporation, an American drugstore chain, from 1996 to 1999, and President and General Manager of the U.S. Cosmetics and Fragrance division at The Procter & Gamble Company, a multinational consumer goods company from 1981 to 1996. Ms. Kaplan served as a member of the Board of Directors of Meredith Corporation, a publicly traded media conglomerate, from January 2017 until December 2021, where she served as the Chairperson of the Human Resource and Compensation Committee and as a member of the Finance/Audit Committee for the company. Ms. Kaplan has decades of executive experience in consumer products, retail, and digital commerce and brings valuable perspective to the Board and management in terms of understanding consumer trends, brand management and operational expertise. Ms. Kaplan also has public board experience, and serves on multiple audit and risk committees. | | | |

  15. Class III Directors

    | Neeraj Tolmare (Class III) | Mr. Tolmare, age 50, has served as a member of the Board since January 2024 and currently sits on the Company’s Audit Committee. Since September 2022, Mr. Tolmare has served as Global Chief Information Officer for the Coca-Cola Company (NYSE: KO), a global beverages company, where he has built and led teams to modernize a legacy network and infrastructure footprint and to improve the organization’s global technology maturity. Prior to this time, Mr. Tolmare held the role of Chief Information Officer – Global Head of Digital & Innovation for the Coca-Coca Company from June 2018 to September 2022. Prior to his time at the Coca-Cola Company, Mr. Tolmare worked at Fortune 50 global technology companies, such as HP Inc. from October 2012 to May 2018 and Cisco Systems from October 2010 to September 2012, as well as at startups like Palm Inc., a company that specialized in manufacturing mobile devices and software from November 2008 to October 2010. He held various roles in these companies which focused on leading global technology, data and e-commerce functions enabling double-digit growth for their online businesses. He currently serves on the board of Morehouse School of Medicine in Atlanta as well as the Georgia Tech Research Institute, Center for Development and Application of Internet of Things. Mr. Tolmare has more than 20 years of experience in leading technology teams and digital transformation initiatives across diverse industries. | | | |

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  17. 2023 Retainer and Equity Awards

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Total ($) | | Ian M. Bickley | — | 279,814 | 279,814 | | Charisse Ford Hughes | 65,000 | 149,919 | 214,919 | | Ronald L. Frasch | 135,000 | 149,919 | 284,919 | | Tracy Gardner | 65,000 | 149,919 | 214,919 | | Beth Kaplan | 142,500 | 149,919 | 292,419 | | Thomas J. Smach (Chairman) | — | 454,843 | 454,843 | | Douglas J. Treff | — | 294,859 | 294,859 |

  18. Key Compensation Committee Actions in 2023

    Key Compensation Committee Actions in 2023 The Committee took several actions which are consistent with our determination to pay for performance and align our incentive compensation metrics to key strategic initiatives. •Named Executive Officer Incentive Program Changes: ◦Long-Term Incentive Program (“LTIP”): Following the redesign of our STIP (as defined below) in 2022, the Committee approved changes to our LTIP design in 2023. For 2023, the Committee determined it was appropriate to introduce a new performance-based RSU with a 3-year performance period into our LTIP. The performance-based restricted stock unit component with a one-year performance period was also maintained in the LTIP. As such, the performance-based component of our LTIP encompassed two financial metrics: (1) Adjusted 3-year cumulative revenue (as defined herein) and (2) 2023 Adjusted EBITDA operating margin (as defined herein). In addition, beginning in 2023, the mix of awards and vesting schedule for time-based RSUs and PSUs was changed such that (i) 33% of the LTIP grant was comprised of time-based RSUs that vest in three annual installments beginning one year after the date of grant based on continued service; (ii) 33% of the LTIP grant was comprised of PSUs earned based on the achievement of 2023 Adjusted EBITDA operating margin performance with any earned PSUs then vesting 33% upon satisfaction of the performance goal and 33% in each of the next two years, subject to continued service; and (iii) 33% of the LTIP grant was comprised of PSUs earned based on the achievement of Adjusted 3-year cumulative revenue performance with any earned PSUs cliff vesting at the end of the three-year performance period, subject to continued service. The Committee adopted an extended vesting term for the Adjusted 3-year cumulative revenue portion of our LTIP to ensure our most senior leaders have a heightened focus on our long-term performance goals and to further align with stockholder interests, while maintaining focus on Adjusted EBITDA operating margin and senior leader retention. ◦Short-Term (Annual) Cash Incentive Program (“STIP”): The Committee continued to use the same financial metrics for the STIP scorecards; however, our non-financial metrics have been more narrowly defined and are brand specific. Also, predetermined corporate responsibility and sustainability strategic initiatives were added to each of the non-financial metrics in all three of our STIP scorecards to increase focus on near-term goals. Meridian, the Committee’s independent compensation consultant, assisted in the changes and updates to our incentive programs and provided independent and market-based perspectives to support the process. •Emphasis on Pay-for-Performance: In 2023, the Committee continued to use multiple performance metrics and focus on objective, performance-based and “at-risk” pay arrangements. We believe these performance metrics help align the interests of our named executive officers with those of stockholders by making a significant portion of their compensation contingent upon results beneficial to stockholders, and thereby incenting our named executive officers to create long-term value for stockholders. The Committee believes the performance metrics continued to be appropriately aligned with stockholder value as demonstrated by the payouts for our named executive officers under our STIP and LTIP in 2023 relative to the performance of our stock during 2023. The performance metrics used for our STIP for each scorecard (and the named executive officers for whom such scorecards were applicable) were: ◦Crocs, Inc. Enterprise Scorecard: Enterprise adjusted EBIT, Enterprise adjusted free cash flow, Enterprise strategic initiative performance, and corporate responsibility and sustainability progress (Messrs. Rees and Michaels and Ms. Mehlman); ◦Crocs Brand Scorecard: Crocs Brand adjusted EBIT, Enterprise adjusted free cash flow, Crocs Brand strategic initiative performance, and corporate responsibility and sustainability progress (Ms. Poole); and ◦HEYDUDE Brand Scorecard: HEYDUDE Brand adjusted EBIT, Enterprise adjusted free cash flow, HEYDUDE Brand strategic initiative performance, and corporate responsibility and sustainability progress (Mr. Blackshaw). •Base Salary Increases: As a result of an annual evaluation of executive compensation relative to peer companies in the market and individual performance, we provided a salary increase of 4% to Mss. Poole and Mehlman and Messrs. Blackshaw and Michaels. •Rigorous Objective Financial Performance Goals: In 2023, the Committee approved changes to each of our STIP and LTIP designs, which could distort the comparison between 2023 target goals and 2022 target goals as, among other things, certain of the financial performance metrics under our STIP and LTIP designs have changed. In addition, because adjusted revenue is now measured on a 3-year cumulative basis, there is no comparative amount for Adjusted 3-year cumulative revenue for 2022 under the LTIP.

  19. Key Compensation Committee Actions in 2023

    | Short-Term Incentive Program Scorecards | | | | | Financial Performance Metric | Applicable STIP Scorecard | 2023 Target Goal as a % of 2022 Actual Results | 2023 Target Goal as a % of 2022 Target Goal | | Enterprise adjusted EBIT (1) | Crocs, Inc. Enterprise | 116% | 108% | | Crocs Brand adjusted EBIT (2) | Crocs Brand | 114% | 93% | | HEYDUDE Brand adjusted EBIT (3) | HEYDUDE Brand | 157% | 192% | | Enterprise adjusted free cash flow (4) | Crocs, Inc. Enterprise, Crocs Brand, and HEYDUDE Brand | 127% | 132% |

  20. Key Compensation Committee Actions in 2023

    | Long-Term Incentive Program Scorecard | | | | Financial Performance Metric | 2023 Target Goal as a % of 2022 Actual Results | 2023 Target Goal as a % of 2022 Target Goal | | Adjusted 3-year cumulative revenue (1) | (2) | (2) | | 2023 Adjusted EBITDA operating margin (3) | 102% | 100% |

  21. Key Compensation Committee Actions in 2023

    (1) Adjusted 3-year cumulative revenue is calculated by adjusting GAAP revenue for the applicable 3-year period for non-recurring items, as applicable. (2) We do not disclose the Adjusted 3-year cumulative revenue measure target before completion of the three-year performance period as such disclosure is competitively sensitive and would reveal information about our long-range financial plan which is not otherwise public. The Committee believes that it has set the performance goal at a rigorous and challenging level so as to require significant effort and achievement by our executive officers to be attained, and that such goal has been established in light of the macroeconomic and industry environments, as well as our internal long-range forecast. After the end of the performance period, the target and achievement relative to such target will be disclosed. (3) 2023 Adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) operating margin is calculated by modifying adjusted EBIT, which is calculated by excluding interest expenses, tax expense, foreign currency changes and non-recurring entries from GAAP net income attributable to common stockholders, and dividing by adjusted revenue for fiscal year 2023. The non-recurring entries from GAAP net income attributable to stockholders include distribution center costs such as expansion and duplicate rent costs primarily related to our distribution centers, costs pertaining to the relocation of our headquarters, including impairment of our former corporate headquarters and related long-lived assets as well as duplicate rent costs associated with our move to the new headquarters, HEYDUDE integration costs, and other costs. The Committee believes the performance targets were rigorous and difficult to achieve requiring significant improvements over 2022. The selection of these metrics diversifies the performance goals among our STIP and LTIP, drives performance across key metrics that we believe drive stockholder value and also supports our strategic priorities. As discussed above, beginning in 2023, the mix of awards and vesting schedule for time-based RSUs and PSUs was changed. The 2023 Adjusted EBITDA operating margin PSUs are earned based on a one-year performance period, which the Committee believes is an appropriate measurement period given our continued growth, business environment, and desire for consistency. To further drive stockholder alignment and retention, any earned 2023 Adjusted EBITDA operating margin PSUs are subject to continued vesting and service requirements following the date in 2024 that the Committee certifies that the 2023 Adjusted EBITDA operating margin target was achieved, as further described below. The Adjusted 3-year cumulative revenue PSUs are earned based on a three-year performance period, which the Committee believes is an appropriate measurement period to ensure our most senior leaders have a heightened focus on our long-term performance goals and to further align with stockholder interests, while maintaining focus on retention. Any earned Adjusted 3-year cumulative revenue PSUs will cliff vest at the end of the three-year performance period on the date in 2026 that the Committee certifies that the Adjusted 3-year cumulative revenue target was achieved, subject to continued service as of such date, as further described below. •2023 Pay Outcomes Were Aligned with Company Performance: Our 2023 Adjusted EBITDA operating margin PSUs were earned at 96.6% of target and our STIP paid out at 103.1%, 114.6%, and 71.8% of target for named executive officers on the Crocs, Inc. Enterprise, the Crocs Brand, and the HEYDUDE Brand scorecards, respectively. The Committee believes these payouts recognize and reward the named executive officers for the Company’s financial performance, especially in light of the macroeconomic challenges. The three-year performance cycle for the Adjusted 3-year cumulative revenue PSUs granted in 2023 is still in progress. •Operating Performance Metrics for STIP: In addition to the enterprise- or brand-specific financial performance targets, the Committee weighted 20% of the target 2023 annual incentive awards to objectives associated with strategic initiative performance such as (i) enterprise resource planning implementation, trading company implementation, and the HEYDUDE distribution center project, (ii) Crocs Brand sandal growth and China growth, and (iii) HEYDUDE inventory management and gross margin improvement for named executive officers on the Crocs, Inc. Enterprise, the Crocs Brand, and the HEYDUDE Brand scorecards, respectively, as well as corporate responsibility and sustainability progress, such as achieving our bio-resin production target, for all named executive officers. Performance against these rigorous and difficult to achieve goals was determined in the Committee’s discretion. The Committee believes that these performance goals are key drivers in our continued short- and long-term growth, which, if achieved, will ultimately help drive additional stockholder value over the long-term.

  22. Role of Compensation Committee, Chief Executive Officer, and Compensation Consultant

    Role of Compensation Committee, Chief Executive Officer, and Compensation Consultant The Committee has overall responsibility for evaluating and approving our executive officer compensation, benefits, severance, equity-based or other compensation plans, policies and programs. The Committee sets the Chief Executive Officer’s compensation, and those of our other executive officers. The Committee considers the recommendations of the Chief Executive Officer with respect to the compensation of the other named executive officers. During 2023, the Committee continued its engagement with Meridian as its independent executive compensation consultant. Meridian provided the Committee with advice and perspective regarding executive compensation market trends and best practices. In addition, as discussed further in “— Named Executive Officer Incentive Program Changes” below, Meridian assisted in the redesign of our LTIP and updates to our STIP.

  23. Compensation Best Practices

    | ✗ No excise tax gross-ups. We do not provide our management with “excise tax gross-ups” in the event of a change in control. | | ✗ Ban on hedging and pledging. We do not allow our management or directors to engage in hedging transactions on our stock or to pledge our stock to secure loans or other obligations. | | ✗ No repricing. Our equity plans do not allow repricing of stock option or stock appreciation rights (“SARs”) without stockholder approval. | | ✗ No excessive executive benefit programs. We do not provide our management with pensions or any other enhanced benefit programs beyond those that are typically available to all other employees other than a voluntary deferred compensation plan for senior executives. | | ✗ No excessive perquisites. Our management receives minimal perquisites. | | ✗ No payment of dividends on unvested stock awards. We do not pay dividends or dividend equivalents on unvested stock awards. |

  24. Peer Group Companies

    Peer Group Companies The Committee uses peer company and survey data to guide its review of the total compensation of our officers and executives to understand relevant market practices. The Committee focuses on ensuring that the performance-based elements of our executive compensation program are consistent with peer and industry trends, when appropriate for our business. The Committee does not benchmark compensation to a specific percentage of the compensation of peer companies. The Committee approved a peer group based on analysis and recommendations from Meridian, the Committee’s independent compensation consultant. The peer group is selected based on the key industry criteria noted below, and takes into consideration each company’s revenue, market capitalization and other key financial metrics to assess the relative complexity of operations (e.g., international sales and direct to consumer sales). The peer group referenced for 2023 pay decisions included 15 companies. Our relative positioning within the peer group is taken into consideration by the Committee when reviewing the peer group data. We believe these companies are broadly comparable to us as they are made up of footwear and apparel companies with sophisticated and often international operations and represent our labor market for talent for key leadership positions. The Committee believes this group provides appropriate information on market practices and compensation levels. The 2023 peer companies are listed below:

  25. Peer Group Companies

    | Abercrombie & Fitch Co. | Acushnet Holdings Corp. | Columbia Sportswear Company | | Deckers Outdoor Corporation | Designer Brands Inc. | Levi Strauss & Co. | | Lululemon Athletica Inc. | Ralph Lauren Corporation | Skechers U.S.A., Inc. | | Steven Madden, Ltd. | Stitch Fix, Inc. | Topgolf Callaway Brands Corp. | | Under Armour, Inc. | Wolverine World Wide, Inc. | YETI Holdings, Inc. |

  26. Peer Group Companies

    There were no changes in 2023 from the 2022 peer companies.

  27. Peer Group Companies

    | Target Compensation |

  28. Peer Group Companies

    The Committee does not utilize an exact calculation in determining the break-down or weighting of named executive officer compensation among base salary, annual cash incentive awards, and long-term equity awards. Rather, the Committee considers all forms of compensation in light of the market competition for executive talent, the risk to an executive inherent in employment with our fast-paced, rapidly evolving company, and our financial goals. Accordingly, the Committee believes that a significant majority of each named executive officer’s total target compensation should be in the form of annual cash performance-based awards and equity awards that are earned upon achievement of performance goals and aligned with our stock price. For 2023, approximately 10% of the total targeted compensation of our Chief Executive Officer was base salary and almost 90% was performance-based or at-risk consisting of our annual cash incentive and long-term equity incentive grants. In 2023, the Committee also continued to ensure that a significant proportion of the LTIP grants vest based on achievement of performance factors. Below are charts showing the fixed and performance-based and at-risk compensation for Mr. Rees and our other named executive officers based on the targeted 2023 compensation amounts:

  29. Named Executive Officer Incentive Program Changes

    Named Executive Officer Incentive Program Changes Following the redesign of our STIP in 2022, the Committee undertook a thorough review of the named executive officer incentives to ensure 2023 and longer-term priorities are appropriately reflected. Accordingly, for 2023, the Committee approved modest updates to our STIP and more significant changes to our LTIP design, in each case, as summarized below. The primary objectives of the LTIP changes were to continue to align rewards with progress towards the Company’s longer- term goals. Meridian, the Committee’s independent compensation consultant, assisted in the updates and changes to our incentive programs and provided independent and market-based perspectives to support the process.

  30. Annual Cash Incentive Program

    Annual Cash Incentive Program Following the redesign of our STIP in 2022, the Committee continued to utilize three compensation scorecards depending on a named executive officer’s role within our Company in order to focus team efforts. There were no changes to the STIP financial metrics and the Committee continued to weigh 80% of the STIP on financial metrics and 20% on strategic operating goals to provide focus and incentive to achieve key strategic non-financial objectives during the Company’s continued growth. Finally, there were no changes to the incentive curve for the STIP. For 2023, the non-financial metrics were more narrowly defined and were brand specific. Also, predetermined corporate responsibility and sustainability strategic initiatives were added to each of the non-financial metrics in all three of our STIP scorecards to increase focus on near-term goals.

  31. Long-Term Incentive Program

    Long-Term Incentive Program The Committee continues to believe that annual equity awards under our LTIP will continue to provide the greatest opportunity to drive enterprise value. For 2023, the Compensation Committee determined it was appropriate to introduce a performance-based restricted stock unit with a 3-year performance period into our LTIP as well as maintain our performance-based restricted stock unit component with a one-year performance period. As such, the performance-based component of our LTIP encompassed two financial metrics: (1) Adjusted 3-year cumulative revenue and (2) 2023 Adjusted EBITDA operating margin. In addition, beginning in 2023, the mix of awards and vesting schedule for time-based RSUs and PSUs was changed such that (i) 33% of the LTIP grant was comprised of time-based RSUs that vest in three annual installments beginning one year after the date of grant based on continued service; (ii) 33% of the LTIP grant was comprised of PSUs which are earned based on achievement of the 2023 Adjusted EBITDA operating margin target goal that vest 33% upon satisfaction of the performance goal and 33% in each of the next two years, subject to continued service; and (iii) 33% of the LTIP grant was comprised of PSUs which are earned based on achievement of the Adjusted 3-year cumulative revenue target goal that cliff vest at the end of the three-year performance period, subject to continued service. The Committee adopted a 3-year performance period to ensure our most senior leaders have a heightened focus on our long-term performance goals and to further align with stockholder interests, while maintaining focus on Adjusted EBITDA operating margin and senior leader retention.

  32. 2023 Compensation Program

    Mss. Poole and Mehlman and Messrs. Blackshaw and Michaels received a 4% salary increase in 2023 as a result of an annual evaluation of executive compensation relative to peer companies in the market and individual performance. Annual Incentive Awards. The Committee believes that an annual cash incentive program to our named executive officers for meeting or exceeding Company performance goals provides our officers additional incentive to meet or exceed our strategic Company goals and ensures that we attract and retain talented named executive officers. Performance weightings are primarily driven by pay philosophy, culture, organizational structure as well as sharing of resources, capital and/or employees. Incentive compensation for brand executives is linked to both enterprise goals and brand goals, which the Committee believes can promote teaming across brands and regions. Furthermore, the Committee believes that the scorecards should support and align the Company’s evolving strategy as well as provide accountability clarity and alignment with respect to the Company’s multi-brand strategy. The Committee believes that the enterprise- and brand- specific metrics diversifies the performance goals among our STIP and LTIP, drives performance across key metrics that we believe drive stockholder value and also supports our strategic priorities. For brand executives, this incentivizes them to focus on the success and performance of their brands, while keeping the overall success of the company in mind. For corporate executives, this incentivizes them to assist the brand executives in their success, while still emphasizing overall Company performance. In 2023, the Committee weighted 80% of the STIP on financial metrics and 20% on strategic operating goals to provide focus and incentive to achieve key strategic non-financial objectives during the Company’s continued growth. As discussed above in “— Named Executive Officer Incentive Program Changes,” the non-financial objectives were further refined in 2023 to reflect strategic priorities and predetermined corporate responsibility and sustainability strategic initiatives were added to each of the non-financial metrics in all three of our STIP scorecards to increase focus on near-term goals. Each year, the Committee establishes a target STIP for each named executive officer expressed as a percentage of the executive’s base salary, based on factors such as: the estimated contribution and responsibility of the named executive officer, market practices, internal equity and the recommendation of the Chief Executive Officer (for all named executive officers excluding himself). For 2023, the targets for our named executive officers were:

  33. 2023 Compensation Program

    | Named Executive Officer | STIP Target (as a percentage of Base Salary) | | Andrew Rees | 200% | | Michelle Poole | 100% | | Anne Mehlman | 100% | | Richard Blackshaw | 100% | | Adam Michaels | 100% |

  34. 2023 Compensation Program

    In 2023, the STIP target (as a percentage of base salary) increased 50 percentage points for Mr. Rees, 25 percentage points for Mr. Blackshaw, and 10 percentage points for Ms. Mehlman and Mr. Michaels, as a result of an annual evaluation of executive compensation relative to peer companies in the market. The total STIP award actually paid to each named executive officer is determined based on the extent to which specified weighted objective performance goals are achieved with potential payouts ranging from 50% to 200% of the incentive plan target; there are no payouts for below-threshold performance. For purposes of the 2023 performance year, the Committee selected: (i) Enterprise adjusted EBIT, Enterprise adjusted free cash flow, Enterprise strategic initiative performance, and ESG progress for Messrs. Rees and Michaels and Ms. Mehlman, the named executive officers on the Crocs, Inc. Enterprise scorecard, (ii) Crocs Brand adjusted EBIT, Enterprise adjusted free cash flow, Crocs Brand strategic initiative performance, and ESG progress for Ms. Poole, the named executive officer on the Crocs Brand Scorecard, and (iii) HEYDUDE Brand adjusted EBIT, Enterprise adjusted free cash flow, HEYDUDE Brand strategic initiative performance, and corporate responsibility and sustainability progress for Mr. Blackshaw, the named executive officer on the HEYDUDE Brand scorecard as performance measures in the STIP. The Committee continued to include Enterprise and brand-specific adjusted EBIT, as applicable, and Enterprise adjusted free cash flow to more closely align compensation with key performance metrics associated with profitability. Based on 2023 actual results, our named executive officers were eligible to be paid annual cash incentive awards at the applicable percentages of their respective target STIP award amounts set forth in the table below. The Committee has discretion to depart from the formula in approving the STIP awards by decreasing, but not increasing, incentive awards after results are known. The Committee did not exercise that discretion in 2023. For 2023, these goals and their applicable weightings and earned payouts were:

  35. 2023 Compensation Program

    (1) The Crocs, Inc. Enterprise scorecard is applicable to Messrs. Rees and Michaels and Ms. Mehlman. (2) Enterprise adjusted EBIT is calculated as described in footnote (1) of the Short-Term Incentive Program Scorecards table on page 35. (3) Enterprise adjusted free cash flow is calculated as described in footnote (4) of the Short-Term Incentive Program Scorecards table on page 35. (4) The Enterprise strategic initiative performance targets related to: (i) enterprise resource planning implementation, (ii) trading company implementation, (iii) the HEYDUDE distribution center project, (iv) China growth, and (v) HEYDUDE gross margin improvement. These strategic initiative performance targets were evaluated based on Committee discretion. (5) The corporate responsibility and sustainability progress performance targets related to: (i) our bio-resin production target, (ii) environmental sustainability, (iii) community and inclusivity, and (iv) governance. These strategic initiative performance targets were evaluated based on Committee discretion.

  36. 2023 Compensation Program

    (1) The Crocs Brand scorecard is applicable to Ms. Poole. (2) Crocs Brand adjusted EBIT is calculated by excluding interest expenses, tax expense, foreign currency changes, and non-recurring entries from GAAP net income attributable to common stockholders, such as expansion costs and duplicate rents costs primarily related to our distribution centers, HEYDUDE integration costs, and other costs. (3) Enterprise adjusted free cash flow is calculated as described in footnote (4) of the Short-Term Incentive Program Scorecards table on page 35. (4) The Crocs Brand strategic initiative performance targets related to: (i) sandal growth, (ii) China growth, (iii) distribution management, and (iv) wholesale management. These strategic initiative performance targets were evaluated based on Committee discretion. (5) The corporate responsibility and sustainability progress performance targets related to: (i) our bio-resin production target, (ii) environmental sustainability, (iii) community and inclusivity, and (iv) governance. These strategic initiative performance targets were evaluated based on Committee discretion.

  37. 2023 Compensation Program

    (1) The HEYDUDE Brand scorecard is applicable to Mr. Blackshaw. (2) HEYDUDE Brand adjusted EBIT is calculated by excluding interest expenses, tax expense, foreign currency changes, and non-recurring entries from GAAP net income attributable to common stockholders, such as expansion costs and duplicate rent costs primarily related to our distribution centers and other costs. (3) Enterprise adjusted free cash flow is calculated as described in footnote (4) of the Short-Term Incentive Program Scorecards table on page 35. (4) The HEYDUDE Brand strategic initiative performance targets related to: (i) inventory management, (ii) gross margin improvements, (iii) international business development, and (iv) key account management. These strategic initiative performance targets were evaluated based on Committee discretion. (5) The corporate responsibility and sustainability progress performance targets related to: (i) our bio-resin production target, (ii) environmental sustainability, (iii) community and inclusivity, and (iv) governance. These strategic initiative performance targets were evaluated based on Committee discretion. Long-Term Equity Awards. The Committee grants long-term equity awards annually to the named executive officers in order to provide long-term performance-based compensation, to encourage the named executive officers to continue their employment throughout the vesting periods of the awards, and to align management and stockholder interests. The awards vest over a 3-year period (other than the Adjusted 3-year cumulative revenue PSUs, which cliff vest at the end of the 3-year performance period), subject to continued performance, which also assists with long-term incentives and retention. We believe that a significant portion of each named executive officer’s compensation should be in the form of equity awards. For 2023, the amount of LTIP awards granted to our named executive officers was based on a review of market practices by Meridian, the Committee’s independent compensation consultant, the recommendations of the Chief Executive Officer (for executive officers other than himself), personal performance, internal equity, and expected future contributions, among other factors. 2023 Long-Term Performance Incentive Program. In 2023, all of our named executive officers received grants of time-based RSUs and PSUs, 67% of which were PSUs earned based on satisfaction of performance goals and 33% of which were time-based RSUs that vest based on continued service. The material terms of these 2023 time-based RSU and PSU awards were as follows:

  38. 2023 Compensation Program

    | Time-Based RSUs | Performance-Based RSUs | | | | | Performance Goals | Potential Awards | Further Time Vesting | | Vest in three annual installments beginning one year after the date of grant | Achievement of financial performance targets for Adjusted 3-year cumulative revenue and 2023 Adjusted EBITDA operating margin | For the 2023 Adjusted EBITDA operating margin PSUs and Adjusted 3-year cumulative revenue PSUs, executive may earn from 50% to 200% and 60% to 200%, respectively, of the target number of PSUs based on the level of achievement of the performance goal - no PSUs are earned if performance falls below established threshold goals | Earned 2023 Adjusted EBITDA operating margin PSUs vest 33% upon satisfaction of performance goal and 33% in each of the next two years, subject to continued service Adjusted 3-year cumulative revenue PSUs cliff vest at the end of the 3-year performance period, subject to continued service |

  39. 2023 Compensation Program

    The Committee grants performance-based awards to support our pay-for-performance philosophy and better align the interests of our named executive officers with those of our stockholders. The Committee grants time-based RSUs because it generally believes that full-value awards such as time-based RSUs offer a stronger retention incentive than stock options while also providing alignment with stockholders. In addition, time-based RSUs and PSUs are less dilutive to our current stockholders as fewer time-based RSUs and PSUs are necessary to provide the same equity benefit compared to stock options. The Committee selected Adjusted 3-year cumulative revenue and 2023 Adjusted EBITDA operating margin as the financial performance metrics for the 2023 PSU grant because it views these metrics as primary drivers of enhanced stockholder value and appropriate measures of performance given our continued, successful growth. 2023 Adjusted 3-Year Cumulative Revenue PSU Performance Cycle to Date The 3-year performance cycle for the Adjusted 3-year cumulative revenue PSUs granted in 2023 is still in progress. We do not disclose the Adjusted 3-year cumulative revenue measure target until completion of the applicable 3-year performance period as such disclosure could result in competitive harm. 2023 Adjusted EBITDA Operating Margin PSU Performance The 2023 Adjusted EBITDA operating margin PSUs granted in 2023 were earned at 96.6% of target because 2023 Adjusted EBITDA operating margin was approximately 96.6% of target.

  40. 2023 Compensation Program

    | 2023 PSU Targets | Actual Performance | Weighted 2023 Actual Performance as a Percentage of Target | | Adjusted 3-year cumulative revenue (1) | (1) | (2) | | 2023 Adjusted EBITDA operating margin (3): 29.4% | 28.9% | 96.6% |

  41. 2024 Performance Metrics

    2024 Performance Metrics For 2024, the Committee has retained the financial metrics used in the 2023 incentive programs, specifically the Adjusted 3-year cumulative revenue and Adjusted EBITDA operating margin for the LTIP and the following financial metrics for the STIP scorecards: •Crocs, Inc. Enterprise – Enterprise adjusted EBIT and enterprise adjusted free cash flow •Crocs Brand – Crocs Brand adjusted EBIT and enterprise adjusted free cash flow •HEYDUDE Brand – HEYDUDE Brand adjusted EBIT and enterprise adjusted free cash flow. The STIP scorecards for Crocs, Inc. Enterprise, the Crocs Brand, and the HEYDUDE Brand provide that 10% of the performance-based stock award will be determined based on progress toward strategic initiatives for Enterprise, the Crocs Brand, and the HEYDUDE Brand, respectively, and 10% will be determined based on progress toward corporate responsibility and sustainability goals. The 2024 non-financial metrics in the STIP scorecards have been selected to reflect our current strategic priorities.

  42. Post-Employment Compensation

    Post-Employment Compensation Change in Control Benefits. In 2013, we approved and adopted the Change in Control Plan, which was amended and restated in 2014, and further amended and restated in 2018 (“CIC Plan”), for eligible employees, including the named executive officers. The CIC Plan contains a “double-trigger” whereby if a “change in control” occurs and the participant’s employment is terminated by us without “cause” or the participant resigns for “good reason” within the two-year period following the “change in control,” the participants will be entitled to accelerated vesting of certain equity awards and a multiple of salary and bonus. The Committee believes that this approach will enhance stockholder value in the context of an acquisition, and align executives with the interests of our stockholders. The 2018 amendment and restatement of the CIC Plan made certain changes to further align the CIC Plan with market practices and good governance such as, among other things, removing the right to certain continued health coverage benefits and expressly requiring participants to agree to certain restrictive covenants, including non-competition and non-solicitation, in order to receive benefits under the CIC Plan following a “change in control.” For a more detailed discussion of the CIC Plan and definitions of “change in control,” “cause,” and “good reason” under the CIC Plan, see “Potential Payments on Termination or Change in Control” below. Offer Letters. In connection with the appointment to their respective positions, we negotiated and entered into offer letters with each of Messrs. Rees, Blackshaw, and Michaels, and Mss. Poole and Mehlman setting forth, among other things, the initial terms of their base salary, target bonus, and long-term equity targets along with the terms of certain sign-on equity awards. The offer letters also provide that if the executive is terminated by us without “cause” (as defined in the offer letter) or if the executive resigns for “good reason” (as defined in the offer letter), subject to execution of a general release of claims, the executive will be entitled to receive a lump sum payment equal to the executive’s then-current base salary plus an amount equal to the then-current target annual bonus. If the executive is terminated by us without “cause,” resigns for “good reason” or in the event of death or “disability” (as defined in the Company’s equity incentive plan), the executive will be entitled to certain vesting of equity awards. The offer letters also provide that the executives are eligible to participate in the CIC Plan. The offer letters contain non-competition and non-solicitation covenants which restrict the executives from taking part in certain competitive activities for a period of one year following their termination of employment with us. For a more detailed discussion of the offer letters, definitions of “cause” and “good reason,” see “Potential Payments on Termination or Change in Control” below. The post-employment benefits provided in the offer letters were negotiated between the Committee and each executive in advance of the executive accepting employment as an executive with us. The Committee believed that such severance benefits were reasonable and necessary to induce each executive to accept employment with us.

  43. Post-Employment Compensation

    | Accounting Considerations | ASC Topic 718, Compensation—Stock Compensation (referred to as ASC Topic 718), requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, restricted stock, time-based RSUs and PSUs under our equity incentive award plans will be accounted for under ASC Topic 718. We will consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives. |

  44. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned for services rendered during fiscal years 2023, 2022, and 2021 for each of our named executive officers (“NEOs”):

  45. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (2) | Total ($) | | Andrew Rees | 2023 | 1,100,000 | — | 7,249,993 | 2,268,200 | 60,214 | 10,678,407 | | Chief Executive Officer | 2022 | 1,100,000 | — | 7,249,910 | 1,551,000 | 46,650 | 9,947,560 | | | 2021 | 1,100,000 | — | 11,889,515 | 2,755,500 | 40,905 | 15,785,920 | | Michelle Poole | 2023 | 719,231 | — | 1,044,918 | 824,239 | 23,588 | 2,611,976 | | Executive Vice President, Brand President for Crocs | 2022 | 700,000 | — | 874,907 | 560,000 | 15,222 | 2,150,129 | | | 2021 | 700,000 | — | 4,069,707 | 1,169,000 | 25,496 | 5,964,203 | | Anne Mehlman | 2023 | 669,231 | — | 1,319,936 | 689,977 | 23,652 | 2,702,796 | | Executive Vice President, Chief Financial Officer | 2022 | 632,693 | 100,000 | 649,902 | 535,258 | 13,022 | 1,930,875 | | | 2021 | 575,000 | — | 3,227,098 | 720,188 | 25,268 | 4,547,554 | | Richard Blackshaw (3) | 2023 | 669,231 | — | 989,889 | 480,508 | 16,950 | 2,156,578 | | Executive Vice President, Brand President for HEYDUDE | 2022 | 650,000 | — | 552,382 | 599,625 | 12,991 | 1,814,998 | | Adam Michaels (4) | 2023 | 594,231 | — | 989,889 | 612,652 | 23,363 | 2,220,135 | | Executive Vice President, Chief Digital Officer | 2022 | 575,000 | — | 488,678 | 486,450 | 15,222 | 1,565,350 |

  46. Summary Compensation Table

    (1) Amounts shown reflect the aggregate grant date fair value of grants made in each respective fiscal year computed in accordance with stock-based accounting rules (FASB ASC Topic 718-Stock Compensation), excluding the effect of estimated forfeitures. Assumptions used in the calculations of these amounts are included in Note 13 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The grant date fair value of stock awards, which are comprised of time-based RSUs and PSUs, includes the grant date fair value for the PSUs calculated based on the target amount for the award period commencing in the year indicated. For 2023, the total aggregate grant date fair value of stock awards, including the time-based RSUs and PSUs granted in March 2023, assuming the highest level of payout for performance against assigned targets would be as follows: $12.1 million for Mr. Rees, $1.7 million for Ms. Poole, $2.2 million for Ms. Mehlman, $1.7 million for Mr. Blackshaw, and $1.7 million for Mr. Michaels. (2) All other compensation for 2023 represents the following: (i) Company matches to employee 401(k) contributions in the amounts of $13,200 for Messrs. Rees, Blackshaw, and Michaels and Mss. Poole and Mehlman, (ii) executive healthcare screenings paid by us in the amount of $1,950 for Ms. Poole and $2,200 for Ms. Mehlman, (iii) group term life insurance premiums paid in full by us in the amount of $822 for Messrs. Rees and Michaels and Mss. Poole and Mehlman, and $791 for Mr. Blackshaw, (iv) Company-provided apartment of $36,947 for Mr. Rees, (v) Company-provided executive life insurance premium of $1,042 for Mr. Rees, (vi) individual disability insurance paid by us in the amount of $5,244 for Mr. Rees, $4,657 for Ms. Poole, $3,471 for Ms. Mehlman, and $3,632 for Mr. Michaels, (v) long-term disability paid by us in the amount of $512 for Messrs. Rees, Blackshaw, and Michaels and Mss. Poole and Mehlman, (vi) short-term disability paid by us in the amount of $2,447 for Messrs Rees, Blackshaw, and Michaels and Mss. Poole and Mehlman, (vii) company paid contributions to the health savings account in the amounts of $1,000 for Ms. Poole and Mr. Michaels, and (viii) a service award in the amount of $750 to Mr. Michaels. (3) Mr. Blackshaw commenced service as our Executive Vice President, Brand President for HEYDUDE in March 2022. (4) Mr. Michaels commenced service as our Executive Vice President, Chief Digital Officer in January 2022.

  47. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table provides information for each of our NEOs regarding annual and LTIP award opportunities, including the range of potential payouts under our STIP, our annual non-equity incentive plan, and our PSUs granted during fiscal year 2023.

  48. Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | Name | Type of Award | Grant Date | Threshold ($) | Target ($) (1) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Andrew Rees | Annual Incentive Award | | 1,100,000 | 2,200,000 | 4,400,000 | — | — | — | — | — | | | Time-Based RSUs | 3/2/23 | — | — | — | — | — | — | 19,280 | 2,416,748 | | | PSUs (3-Year Performance) | 3/2/23 | — | — | — | 11,567 | 19,279 | 38,558 | — | 2,416,623 | | | PSUs (1-Year Performance) | 3/2/23 | — | — | — | 9,640 | 19,279 | 38,558 | — | 2,416,623 | | Michelle Poole | Annual Incentive Award | | 359,615 | 719,231 | 1,438,462 | — | — | — | — | — | | | Time-Based RSUs | 3/2/23 | — | — | — | — | — | — | 2,780 | 348,473 | | | PSUs (3-Year Performance) | 3/2/23 | — | — | — | 1,667 | 2,778 | 5,556 | — | 348,222 | | | PSUs (1-Year Performance) | 3/2/23 | — | — | — | 1,389 | 2,778 | 5,556 | — | 348,222 | | Anne Mehlman | Annual Incentive Award | | 334,615 | 669,231 | 1,338,462 | — | — | — | — | — | | | Time-Based RSUs | 3/2/23 | — | — | — | — | — | — | 3,510 | 439,979 | | | PSUs (3-Year Performance) | 3/2/23 | — | — | — | 2,106 | 3,510 | 7,020 | — | 439,979 | | | PSUs (1-Year Performance) | 3/2/23 | — | — | — | 1,755 | 3,510 | 7,020 | — | 439,979 | | Richard Blackshaw | Annual Incentive Award | | 334,615 | 669,231 | 1,338,462 | — | — | — | — | — | | | Time-Based RSUs | 3/2/23 | — | — | — | — | — | — | 2,633 | 330,047 | | | PSUs (3-Year Performance) | 3/2/23 | — | — | — | 1,579 | 2,632 | 5,264 | — | 329,921 | | | PSUs (1-Year Performance) | 3/2/23 | — | — | — | 1,316 | 2,632 | 5,264 | — | 329,921 | | Adam Michaels | Annual Incentive Award | | 297,115 | 594,231 | 1,188,461 | — | — | — | — | — | | | Time-Based RSUs | 3/2/23 | — | — | — | — | — | — | 2,633 | 330,047 | | | PSUs (3-Year Performance) | 3/2/23 | — | — | — | 1,579 | 2,632 | 5,264 | — | 329,921 | | | PSUs (1-Year Performance) | 3/2/23 | — | — | — | 1,316 | 2,632 | 5,264 | — | 329,921 |

  49. Grants of Plan-Based Awards Table

    (1) This represents the target annual incentive award. The incentives awarded were based on the actual amount of salary received in 2023, as disclosed in the “Summary Compensation Table” (above). (2) Amounts shown reflect the aggregate grant date fair value of grants made in each respective fiscal year computed in accordance with stock-based accounting rules (FASB ASC Topic 718-Stock Compensation), excluding the effect of estimated forfeitures. Assumptions used in the calculations of these amounts are included in Note 13 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The grant date fair value of stock awards, which are comprised of time-based RSUs and PSUs, includes the grant date fair value for the PSUs calculated based on the target amount for the award period commencing in the year indicated. For 2023, the total aggregate grant date fair value of stock awards, including the time-based RSUs and PSUs granted in March 2023, assuming the highest level of payout for performance against assigned targets would be as follows: $12.1 million for Mr. Rees, $1.7 million for Ms. Poole, $2.2 million for Ms. Mehlman, $1.7 million for Mr. Blackshaw, and $1.7 million for Mr. Michaels. Annual Incentive Awards. In 2023, STIP amounts were paid at 103.1% of target for NEOs on the Crocs, Inc. Enterprise scorecard, 114.6% of target for NEOs on the Crocs Brand scorecard, and 71.8% of target for NEOs on the HEYDUDE Brand scorecard, in each case, as reflected in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” set forth above. The amounts shown for non-equity incentive plan awards represent the threshold, target, and maximum amounts of annual cash incentive compensation that, depending on performance results, might have been paid to each executive for 2023 performance contingent on achievement of specified levels of the applicable financial and non-financial metrics discussed above. The potential payments were contingent on achieving the threshold level of performance with ranges from 50% to 200% of the executive’s STIP target. These awards are described in further detail under “Compensation Discussion and Analysis” above. Time-Based Restricted Stock Units and Performance-Based Restricted Stock Units. The amounts shown for equity incentive plan awards represent the number of time-based RSUs and PSUs awarded to the NEOs in 2023 and the grant date fair values of the time-based RSUs and PSUs determined in accordance with FASB ASC 718. The amounts shown for time-based RSUs and PSUs granted to our NEOs represent awards of time-based RSUs and PSUs as part of a performance incentive plan. Time-based RSUs vest in three equal annual installments, beginning one year after the date of grant based on continued employment. The 2023 Adjusted EBITDA operating margin PSUs vest in three equal annual installments, beginning one year after the grant date, pending certification of performance achievement by the Compensation Committee and subject to continued employment. The Adjusted 3-year cumulative revenue PSUs vest at the end of the 3-year performance period, pending certification of performance achievement by the Compensation Committee and subject to continued employment. For the 2023 Adjusted EBITDA operating margin PSUs, the number of PSUs awarded may be earned between 50% and 200% of the target number of PSUs, contingent on the level of adjusted revenue performance goals achieved. For the Adjusted 3-year cumulative revenues PSUs, the number of PSUs awarded may be earned between 60% and 200% of the target number of PSUs, contingent on the level of Adjusted 3-year cumulative operating margin performance goals achieved. Offer Letters. We have entered into offer letters with Messrs. Rees, Blackshaw, and Michaels and Mss. Poole and Mehlman, which provide for certain initial compensation and other benefits. Salary and Bonus in Proportion to Total Compensation. As noted in “Compensation Discussion and Analysis” above, we believe that a substantial portion of each NEO’s compensation should be in the form of performance-based annual incentive awards and equity awards. Base salary of the NEOs is set at levels that the Compensation Committee believes are competitive with our peer companies, with the expectation that shortfalls in base pay, if any, will be recouped through performance bonuses. The Compensation Committee believes that our current program substantially aligns the compensation of our NEOs with the compensation of executive officers of our peer companies, while also permitting the Compensation Committee to provide incentives to the NEOs to pursue performance that increases stockholder value. Please see “Compensation Discussion and Analysis” for a description of the objectives of our compensation program and overall compensation philosophy.

  50. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information regarding outstanding options and unvested time-based RSUs and PSU awards held by our NEOs as of December 31, 2023. Market values for outstanding stock awards are presented as of the end of 2023 based on the closing price of our common stock on the Nasdaq Global Select Market on December 29, 2023 of $93.41 per share.

  51. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) (1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Andrew Rees | 200,000 | — | 6.98 | 06/01/27 | 149,358(2) | 13,951,531(2) | 19,279 | 1,800,851 | | Michelle Poole | — | — | — | — | 25,572(3) | 2,388,681(3) | 2,778 | 259,493 | | Anne Mehlman | — | — | — | — | 21,457(4) | 2,004,298(4) | 3,510 | 327,869 | | Richard Blackshaw | — | — | — | — | 23,943(5) | 2,236,516(5) | 2,632 | 245,855 | | Adam Michaels | — | — | — | — | 17,350(6) | 1,620,664(6) | 2,632 | 245,855 |

  52. Outstanding Equity Awards at Fiscal Year-End

    (1) The aggregate number of PSUs was calculated based on the achievement of target performance. (2) Represents the unvested portion of four time-based RSU and PSU grants for: (i) 108,510 PSUs awarded January 11, 2021, of which 100% of the target number of shares would be earned if, between the date of grant and the fourth anniversary of the date of grant, the 30 trading day average of the daily volume weighted average per share trading price met or exceeded 200% (the “2x Performance Condition) of the starting price of $64.51 per share (the “Starting Price”), 50% of the target number of shares would be earned if the 30 trading day average of the daily volume weighted average per share trading price met or exceeded 175% (the “1.75x Performance Condition) of the Starting Price and 25% of the target number of shares would be earned if the 30 trading day average of the daily volume weighted average per share trading price met or exceeded 150% (the “1.5x Performance Condition) of the Starting Price, and once a performance hurdle was met or exceeded, 33% of the “earned” portion of the PSUs would vest immediately, and the remaining 67% will be subject to continued employment, with 33% vesting one year later and the remaining 33% vesting two years later, but in no case later than the fourth anniversary of the award. If the 2x Performance Condition is met before the first anniversary of the date of grant, one-fourth of the earned units will vest immediately and become payable and one-fourth will vest and become payable on each of the first, second, and third anniversaries of the date the 2x Performance Condition is satisfied. On May 26, 2021, the 1.5x Performance Condition was met and 27,127 shares were earned. On July 22, 2021, the 1.75x Performance Condition was met and 27,127 shares were earned. On August 17, 2021, the 2x Performance Condition was met and 54,256 shares were earned; (ii) 70,866 time-based RSUs and PSUs awarded on March 3, 2021, of which 33% vest in three equal annual installments on March 3, 2022, March 3, 2023, and March 3, 2024 based on continued employment, and of which up to 67% (up to 200%) could be earned based on achievement of performance metrics, of which 94,536 shares were “earned” pursuant to the Compensation Committee certification on February 11, 2022 and will vest in three equal annual installments on March 3, 2022, March 3, 2023, and March 3, 2024 based on continued employment; (iii) 94,118 time-based RSUs and PSUs awarded on March 3, 2022, of which 33% vest in three equal annual installments on March 3, 2023, March 3, 2024, and March 3, 2025 based on continued employment, and of which up to 67% (up to 200%) could be earned based on achievement of performance metrics, of which 56,705 shares were “earned” pursuant to the Compensation Committee certification on February 17, 2023 and will vest in three equal annual installments on March 3, 2023, March 3, 2024, and March 3, 2025 based on continued employment; and (iv) 57,838 time-based RSUs and PSUs awarded on March 2, 2023, of which (a) 33% vest in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026 based on continued employment, (b) 33% (up to 200%) could be earned based on achievement of the performance metric, of which 18,622 shares were “earned” pursuant to the Compensation Committee certification on February 16, 2024 and will vest in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026 based on continued employment, and (c) 33% (up to 200%) could be earned based on achievement of the performance metric following the date in 2026 that the Compensation Committee certifies achievement, at which time the PSUs will vest in full, subject to continued employment as of such date. (3) Represents the unvested portion of four time-based RSU and PSU grants for (i) 54,255 PSUs awarded January 11, 2021, of which 100% of the target number of shares would be earned if, between the date of grant and the fourth anniversary of the date of grant, the 30 trading day average of the daily volume weighted average per share trading price met or exceeded 200% (the “2x Performance Condition) of the starting price of $64.51 per share (the “Starting Price”), 50% of the target number of shares would be earned if the 30 trading day average of the daily volume weighted average per share trading price met or exceeded 175% (the “1.75x Performance Condition) of the Starting Price and 25% of the target number of shares would be earned if the 30 trading day average of the daily volume weighted average per share trading price met or exceeded 150% (the “1.5x Performance Condition) of the Starting Price, and once a performance hurdle was met or exceeded, 33% of the “earned” portion of the RSUs would vest immediately, and the remaining 67% will be subject to continued employment, with 33% vesting one year later and the remaining 33% vesting two years later, but in no case later than the fourth anniversary of the award. If the 2x Performance Condition is met before the first anniversary of the date of grant, one-fourth of the earned units vest immediately and become payable and one-fourth will vest and become payable on each of the first, second, and third anniversaries of the date the 2x Performance Condition is satisfied. On May 26, 2021, the 1.5x Performance Condition was met and 13,564 shares were earned. On July 22, 2021, the 1.75x Performance Condition was met and 13,564 shares were earned. On August 17, 2021, the 2x Performance Condition was met and 27,127 shares were earned; (ii) 11,273 time-based RSUs and PSUs awarded on March 3, 2021, of which 33% vest in three equal annual installments on March 3, 2022, March 3, 2023, and March 3, 2024 based on continued employment, and of which up to 67% (up to 200%) could be earned based on achievement of performance metrics, of which 15,038 shares were “earned” pursuant to the Compensation Committee certification on February 11, 2022 and vest in three equal annual installments on March 3, 2022, March 3, 2023, and March 3, 2024 based on continued employment; (iii) 11,358 time-based RSUs and PSUs awarded on March 3, 2022, of which 33% vest in three equal annual installments on March 3, 2023, March 3, 2024, and March 3, 2025 based on continued employment, and of which up to 67% (up to 200%) could be earned based on achievement of performance metrics, of which 6,842 shares were “earned” pursuant to the Compensation Committee certification on February 17, 2023 and will vest in three equal annual installments on March 3, 2023, March 3, 2024, and March 3, 2025 based on continued employment; and (iv) 8,336 time-based RSUs and PSUs awarded on March 2, 2023, of which (a) 33% vest in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026 based on continued employment, (b) 33% (up to 200%) could be earned based on achievement of the performance metric, of which 2,682 shares were “earned” pursuant to the Compensation Committee certification on February 16, 2024 and will vest in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026 based on continued employment, and (c) 33% (up to 200%) could be earned based on achievement of the performance metric following the date in 2026 that the Compensation Committee certifies achievement, at which time the PSUs will vest in full, subject to continued employment as of such date.

  53. Outstanding Equity Awards at Fiscal Year-End

    (4) Represents the unvested portion of four time-based RSU and PSU grants for: (i) 46,504 PSUs awarded January 11, 2021, of which 100% of the target number of shares would be earned if, between the date of grant and the fourth anniversary of the date of grant, the 30 trading day average of the daily volume weighted average per share trading price met or exceeded 200% (the “2x Performance Condition) of the starting price of $64.51 per share (the “Starting Price”), 50% of the target number of shares would be earned if the 30 trading day average of the daily volume weighted average per share trading price met or exceeded 175% (the “1.75x Performance Condition) of the Starting Price and 25% of the target number of shares would be earned if the 30 trading day average of the daily volume weighted average per share trading price met or exceeded 150% (the “1.5x Performance Condition) of the Starting Price, and once a performance hurdle was met or exceeded, 33% of the “earned” portion of the PSUs would vest immediately, and the remaining 67% will be subject to continued employment, with 33% vesting one year later and the remaining 33% vesting two years later, but in no case later than the fourth anniversary of the award. If the 2x Performance Condition is met before the first anniversary of the date of grant, one-fourth of the earned units will vest immediately and become payable and one-fourth will vest and become payable on each of the first, second, and third anniversaries of the date the 2x Performance Condition is satisfied. On May 26, 2021, the 1.5x Performance Condition was met and 11,626 shares were earned. On July 22, 2021, the 1.75x Performance Condition was met and 11,626 shares were earned. On August 17, 2021, the 2x Performance Condition was met and 23,252 shares were earned; (ii) 6,297 time-based RSUs and PSUs awarded on March 3, 2021, of which 33% vest in three equal annual installments on March 3, 2022, March 3, 2023, and March 3, 2024 based on continued employment, and of which up to 67% (up to 200%) could be earned based on achievement of performance metrics, of which 8,400 shares were “earned” pursuant to the Compensation Committee certification on February 11, 2022 and vest in three equal annual installments on March 3, 2022, March 3, 2023, and March 3, 2024 based on continued employment; (iii) 8,437 time-based RSUs and PSUs awarded on March 3, 2022, of which 33% vest in three equal annual installments on March 3, 2023, March 3, 2024, and March 3, 2025 based on continued employment, and of which up to 67% (up to 200%) could be earned based on achievement of performance metrics, of which 5,080 shares were “earned” pursuant to the Compensation Committee certification on February 17, 2023 and vest in three equal annual installments on March 3, 2023, March 3, 2024, and March 3, 2025 based on continued employment; and (iv) 10,530 time-based RSUs and PSUs awarded on March 2, 2023, of which (a) 33% vest in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026 based on continued employment, (b) 33% (up to 200%) could be earned based on achievement of the performance metric, of which 3,390 shares were “earned” pursuant to the Compensation Committee certification on February 16, 2024 and will vest in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026 based on continued employment, and (c) 33% (up to 200%) could be earned based on achievement of the performance metric following the date in 2026 that the Compensation Committee certifies achievement, at which time the PSUs will vest in full, subject to continued employment as of such date. (5) Represents the unvested portion of three time-based RSU and PSU grants for: (i) 17,885 time-based RSUs and PSUs awarded on December 22, 2021, of which 20% vest in three equal annual installments on December 22, 2022, December 22, 2023, and December 22, 2024 based on continued employment, and of which up to 80% could be earned if, between the date of acquisition by the Company of HEYDUDE (the “Acquisition Date”) and the fourth anniversary of the Acquisition Date, the Company achieves $2.0 billion in annual revenue with a minimum of 25% EBITDA Margin for the HEYDUDE Brand, which is defined as adjusted earnings before interest, taxes, depreciation, and amortization (“EBITDA”) divided by revenue, (the “$2.0B Performance Condition”), 40% could be earned if, between Acquisition Date and the fourth anniversary of the Acquisition Date, the Company achieves $1.5 billion in Annual Revenue with a minimum of 25% EBITDA Margin (the “$1.5B Performance Condition”) and 20% could be earned if between the Acquisition Date and the fourth anniversary of the Acquisition Date, the Company achieves $1.0 billion in Annual Revenue with a minimum of 25% EBITDA Margin (the “$1.0B Performance Condition”), and once a performance hurdle is met or exceeded, 33% of the “earned” portion of the PSUs would vest immediately, and the remaining 67% will be subject to continued employment, with 33% vesting one year later and the remaining 33% vesting two years later, but in no case later than the fourth anniversary of the award. Had the $2.0B Performance Condition been met during the first 12 months after the Acquisition Date, one-fourth of the earned units would have vested immediately and become payable and one-fourth would have vested and become payable on each of the first, second, and third anniversaries of the date the $2.0B Performance Condition was satisfied; on March 9, 2023, the $1B Performance Condition was met and 3,577 shares were earned (ii) 7,171 time-based RSUs and PSUs awarded on March 3, 2022, of which 33% vest in three equal annual installments on March 3, 2023, March 3, 2024, and March 3, 2025 based on continued employment, and of which up to 67% (up to 200%) could be earned based on achievement of performance metrics, of which 4,316 shares were “earned” pursuant to the Compensation Committee certification on February 17, 2023 and will vest in three equal annual installments on March 3, 2023, March 3, 2024, and March 3, 2025 based on continued employment; and (iii) 7,897 time-based RSUs and PSUs awarded on March 2, 2023, of which (a) 33% vest in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026 based on continued employment, (b) 33% (up to 200%) could be earned based on achievement of the performance metric, of which 2,542 shares were “earned” pursuant to the Compensation Committee certification on February 16, 2024 and will vest in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026 based on continued employment, and (c) 33% (up to 200%) could be earned based on achievement of the performance metric following the date in 2026 that the Compensation Committee certifies achievement, at which time the PSUs will vest in full, subject to continued employment as of such date.

  54. Outstanding Equity Awards at Fiscal Year-End

    (6) Represents the unvested portion of four time-based RSU and PSU grants for: (i) 46,504 PSUs awarded January 11, 2021, of which 100% of the target number of shares would be earned if, between the date of grant and the fourth anniversary of the date of grant, the 30 trading day average of the daily volume weighted average per share trading price met or exceeded 200% (the “2x Performance Condition) of the starting price of $64.51 per share (the “Starting Price”), 50% of the target number of shares would be earned if the 30 trading day average of the daily volume weighted average per share trading price met or exceeded 175% (the “1.75x Performance Condition) of the Starting Price and 25% of the target number of shares would be earned if the 30 trading day average of the daily volume weighted average per share trading price met or exceeded 150% (the “1.5x Performance Condition) of the Starting Price, and once a performance hurdle was met or exceeded, 33% of the “earned” portion of the PSUs would vest immediately, and the remaining 67% will be subject to continued employment, with 33% vesting one year later and the remaining 33% vesting two years later, but in no case later than the fourth anniversary of the award. If the 2x Performance Condition is met before the first anniversary of the date of grant, one-fourth of the earned units will vest immediately and become payable and one-fourth will vest and become payable on each of the first, second, and third anniversaries of the date the 2x Performance Condition is satisfied. On May 26, 2021, the 1.5x Performance Condition was met and 11,626 shares were earned. On July 22, 2021, the 1.75x Performance Condition was met and 11,626 shares were earned. On August 17, 2021, the 2x Performance Condition was met and 23,252 shares were earned; (ii) 4,830 time-based RSUs and PSUs awarded on March 3, 2021, of which 50% vest in three equal annual installments on March 3, 2022, March 3, 2023, and March 3, 2024 based on continued employment, and of which up to 50% (up to 200%) could be earned based on achievement of performance metrics, of which 4,830 shares were “earned” pursuant to the Compensation Committee certification on February 11, 2022 and vest in three equal annual installments on March 3, 2022, March 3, 2023, and March 3, 2024 based on continued employment; (iii) 6,344 time-based RSUs and PSUs awarded on March 3, 2022, of which 33% vest in three equal annual installments on March 3, 2023, March 3, 2024, and March 3, 2025 based on continued employment, and of which up to 67% (up to 200%) could be earned based on achievement of performance metrics, of which 3,816 shares were “earned” pursuant to the Compensation Committee certification on February 17, 2023 and will vest in three equal annual installments on March 3, 2023, March 3, 2024, and March 3, 2025 based on continued employment; and (iv) 7,897 time-based RSUs and PSUs awarded on March 2, 2023, of which (a) 33% vest in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026 based on continued employment, (b) 33% (up to 200%) could be earned based on achievement of the performance metric, of which 2,542 shares were “earned” pursuant to the Compensation Committee certification on February 16, 2024 and will vest in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026 based on continued employment, and (c) 33% (up to 200%) could be earned based on achievement of the performance metric following the date in 2026 that the Compensation Committee certifies achievement, at which time the PSUs will vest in full, subject to continued employment as of such date.

  55. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table sets forth information for each of our NEOs regarding stock awards vested during 2023:

  56. Options Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Andrew Rees | 190,662 | 22,666,962 | | Michelle Poole | 51,398 | 5,745,004 | | Anne Mehlman | 36,064 | 4,146,561 | | Richard Blackshaw | 4,610 | 539,082 | | Adam Michaels | 24,994 | 2,819,371 |

  57. Options Exercised and Stock Vested

    (1) For stock awards, the value realized is based on the closing price of our common stock on the vesting date. No stock options were exercised by our NEOs during 2023.

  58. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control

  59. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan The Crocs’ Executive Restoration Plan is our non-qualified deferred compensation plan (“NQDC Plan”) available to our most highly compensated employees, which includes our NEOs. The NQDC Plan is subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and established a Rabbi Trust with an independent trustee in order to fund benefits payable to the participants that timely enroll during an enrollment window that occurs prior to the start of a given calendar year. The plan allows for our NEOs to defer up to 100% of their eligible base salary and/or incentive compensation earned during the calendar year. Although certain highly compensated employees may elect to defer their compensation, Crocs does not match any employee contributions. The NQDC Plan’s investment options currently mirror those of our 401(k) savings plan. Participants can select a mix of investment options that best suit their goals, time horizon, and risk tolerance, and such allocations can be changed at any time. Changes generally become effective on the first trading day following such change. The investment options available through the NQDC Plan include conservative, moderately conservative, and aggressive funds. Any contributions made under the plan will pay out in a single, lump sum cash payment on a date that is six months following a payment event. Qualifying payment events include the following: separation from service, death, disability, change in control, or an unforeseeable emergency. The following table sets forth information of our NQDC plan for each of our NEOs in 2023:

  60. Non-Qualified Deferred Compensation Plan

    | Name | Executive Contributions in Last Fiscal Year ($) (1) | Company Contributions in Last Fiscal Year ($) (2) | Aggregate Earnings in Last Fiscal Year ($) (2) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance as of December 31, 2023 ($) (3) | | Andrew Rees | — | — | 13,290 | — | 90,675 | | Michelle Poole | 127,933 | — | 228,191 | — | 1,140,604 | | Anne Mehlman | 120,454 | — | 53,781 | — | 458,480 | | Richard Blackshaw | — | — | — | — | — | | Adam Michaels | — | — | 17,122 | — | 67,171 |

  61. Non-Qualified Deferred Compensation Plan

    (1) The amounts deferred by our NEOs are included as part of the amounts reported in the “Salary” or “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table. (2) These amounts are not reported as compensation in the Summary Compensation Table because the NQDC Plan does not provide for above-market or preferential earnings. (3) Aggregate earnings are shown net of brokerage and/or other account fees.

  62. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(v) of Regulation S-K, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  63. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | SCT Total Compensation for PEO ($) (b) | Compensation Actually Paid to PEO ($) (c) | Average SCT Total Compensation for Non-PEO NEOs ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (e) | Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return ($) (g) | Net Income ($ in millions) (h) | Enterprise Adjusted EBIT ($ in millions) (i) | | 2023 | 10,678,407 | 8,678,644 | 2,422,621 | 1,967,947 | 222.99 | 119.25 | 792.6 | 1,076.3 | | 2022 | 9,947,560 | (4,437,094) | 1,920,110 | (1,740,310) | 258.84 | 119.13 | 540.2 | 1,021.3 | | 2021 | 15,785,920 | 57,406,163 | 4,809,719 | 12,822,996 | 306.09 | 161.56 | 725.7 | 2,301.7 | | 2020 | 10,079,870 | 20,796,543 | 2,725,275 | 4,370,754 | 149.58 | 136.78 | 312.9 | 1,396.5 |

  64. Pay Versus Performance

    Column (b): Reflects compensation amounts reported in the “Summary Compensation Table” (“SCT”) Total compensation for our Chief Executive Officer, Andrew Rees. Refer to “Compensation Tables—Summary Compensation Table” (above). Column (c): Compensation actually paid (“CAP”) to our PEO reflects the SCT Total Compensation amounts set forth in column (b), adjusted as set forth in the table below, as calculated in accordance with applicable SEC rules. The dollar amounts reflected as CAP in column (b) of the table above do not reflect the actual amount of compensation earned or paid to our PEO during the applicable year. For information regarding pay decisions made by our Compensation Committee related to our PEO’s compensation for each fiscal year, refer to the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above. In accordance with the requirements of Item 402(v), the following amounts were deducted from and added to Mr. Rees’ SCT total compensation for each fiscal year to determine CAP:

  65. Pay Versus Performance

    | | 2023 | | SCT Total Compensation for PEO | $10,678,407 | | Less: Pension and Equity Values Reported in SCT for the Covered Year | (7,249,993) | | Add: Year-End Fair Value of Equity Compensation Granted in the Covered Fiscal Year that were Unvested at End of Covered Fiscal Year | 4,930,825 | | Adjust for: Change in Fair Value as of Vesting Date of any Awards Granted and Vested in the Same Year | — | | Adjust for: Change in Fair Value of Outstanding Awards Made in Prior Fiscal Years that were Unvested at End of Covered Fiscal Year | (1,674,077) | | Adjust for: Change in Fair Value of Awards Made in Prior Fiscal Years that Vested During Covered Fiscal Year | 1,993,482 | | Compensation Actually Paid to PEO | $8,678,644 |

  66. Pay Versus Performance

    PSU grant date fair values are calculated using the stock price as of date of grant assuming target performance, and time-based RSU grant date fair values are calculated using the stock price as of the date of grant. The fair values of unvested and outstanding equity awards to our PEO for determining CAP were remeasured as of the end of each fiscal year, and as of each vesting date, as applicable, during the years displayed in the table above, calculated in accordance with applicable SEC rules. Column (d): Reflects the average of the SCT Total compensation paid to our Non-PEO NEOs, as shown in our “Summary Compensation Table.” The non-PEO NEOs included in each year are as follows: •For 2020 and 2021, Anne Mehlman, Michelle Poole, Daniel Hart, and Elaine Boltz. •For 2022, Anne Mehlman, Michelle Poole, Elaine Boltz, Richard Blackshaw, and Adam Michaels. •For 2023, Anne Mehlman, Michelle Poole, Richard Blackshaw, and Adam Michaels. Column (e): CAP to our non-PEO NEOs reflects the Average SCT Total Compensation for non-PEO NEOs amounts set forth in column (d), adjusted as set forth in the table below, as calculated in accordance with applicable SEC rules. The dollar amounts represented in column (d) do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding pay decisions made by our Compensation Committee related to our non-PEO NEOs’ compensation for each fiscal year, refer to the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above. In accordance with the requirements of Item 402(v), the following adjustments were made to average SCT total compensation for the non-PEO NEOs as a group for each year to determine the CAP:

  67. Pay Versus Performance

    | | 2023 | | SCT Total Compensation for Non-PEO NEOs | $2,422,621 | | Less: Pension and Equity Values Reported in SCT for the Covered Year | (1,086,158) | | Add: Year-End Fair Value of Equity Compensation Granted in the Covered Fiscal Year that were Unvested at End of Covered Fiscal Year | 738,718 | | Adjust for: Change in Fair Value as of Vesting Date of any Awards Granted and Vested in the Same Year | — | | Adjust for: Change in Fair Value of Outstanding Awards Made in Prior Fiscal Years that were Unvested at End of Covered Fiscal Year | (246,372) | | Adjust for: Change in Fair Value of Awards Made in Prior Fiscal Years that Vested During Covered Fiscal Year | 139,138 | | Adjust for: Awards Made in Prior Fiscal Years that were Forfeited During Covered Fiscal Year | — | | Compensation Actually Paid to Non-PEO NEOs | $1,967,947 |

  68. Pay Versus Performance

    PSU grant date fair values are calculated using the stock price as of date of grant assuming target performance, and time-based RSU grant date fair values are calculated using the stock price as of the date of grant. The fair values of unvested and outstanding equity awards to our non-PEO NEOs for determining CAP were remeasured as of the end of each fiscal year, and as of each vesting date, as applicable, during the years displayed in the table above, calculated in accordance with applicable SEC rules. Column (f): Represents the cumulative total shareholder return (“TSR”) of Crocs, Inc. for the years ended December 31, 2023, 2022, 2021, and 2020. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (if any, and assuming dividend reinvestment, if applicable), and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. TSR is cumulative for the measurement periods beginning on December 31, 2019, and ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. Column (g): Represents the cumulative TSR of the Dow Jones U.S. Footwear Total Return Index (“Peer Group Cumulative TSR”), which is the published industry index used for purposes of Item 201(e) of Regulation S-K, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated, for the years ended December 31, 2023, 2022, 2021, and 2020. Column (h): Reflects net income in the Company’s consolidated statements of operations in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2023, 2022, 2021, and 2020. Column (i): Company-selected performance measure is Enterprise adjusted EBIT, which is calculated by excluding interest expenses, tax expense, foreign currency changes and non-recurring entries from GAAP net income attributable to common stockholders, including distribution center costs such as expansion and duplicate rent costs primarily related to our distribution centers, costs pertaining to the relocation of our headquarters, including impairment of our former corporate headquarters and related long-lived assets as well as duplicate rent costs associated with our move to the new headquarters, HEYDUDE integration costs, and other costs.

  69. Relationship between Compensation Actually Paid and Performance

    Relationship between Compensation Actually Paid and Performance The graphs below show the relationship between CAP to our PEO and non-PEO NEOs in 2023, 2022, 2021, and 2020 to (1) TSR of both Crocs, Inc. and the Dow Jones U.S. Footwear Total Return Index, (2) our net income, and (3) our Enterprise adjusted EBIT.

  70. Pay Ratio

    Pay Ratio We are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our Chief Executive Officer, pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K. As a company with global operations, we utilize compensation programs that are regionally focused. Given the size and geographic composition of our retail workforce, we identified our median employee as of December 31, 2023, utilizing our internal records of salary and hourly rates (for non-exempt employees (other than our Chief Executive Officer)) and hours worked for the full fiscal year 2023. We have included all employees as of December 31, 2023, whether employed on a full-time, part-time, or seasonal basis. We also annualized the compensation for those employees who were hired in 2023, but were not employed for the entire fiscal year. For non-US employees, we converted such employees’ pay to a U.S. dollar equivalent using a spot exchange rate as of December 31, 2023. Using this methodology, we estimated our median employee to be a retail store team lead. Our median employee earned annual total compensation of $37,519 in 2023. The annual total compensation of our Chief Executive Officer, as reported in the Summary Compensation Table above, was $10,678,407 in 2023. The ratio of the annual total compensation of our Chief Executive Officer to our estimated median employee for 2023 was approximately 285 to 1. We believe this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We believe the methodology, assumptions, and estimates described above to be reasonable given the nature of our workforce. As acknowledged by the SEC, there is a significant amount of flexibility and discretion in determining a company’s approach, which makes pay ratios across similar companies and more broadly, the footwear industry, difficult to compare.