DEF 14A of Crocs, Inc., Apr 23, 2026

DEF 14A of Crocs, Inc.

Filed Apr 23, 2026 · FY20250001334036-26-000020

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 III terms expire at the 2026 annual meeting: | | Thomas J. Smach | | Beth J. Kaplan | | Neeraj S. Tolmare | | Class I terms expire at the 2027 annual meeting: | | Ronald L. Frasch | | Andrew Rees | | Charisse Ford Hughes | | Class II terms expire at the 2028 annual meeting: | | Ian M. Bickley | | John B. Replogle | | Douglas J. Treff |

  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. Based on an in-depth performance evaluation and subsequent recommendation of the Governance and Corporate Responsibility Committee, the Board has nominated Messrs. Smach and Tolmare and Ms. Kaplan for re-election as Class III directors to serve for a three-year term expiring at the 2029 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 Corporate Responsibility Committee’s process for identifying potential director candidates and the factors considered by the Governance and Corporate Responsibility Committee in evaluating potential candidates are described below. In identifying potential director candidates, the Governance and Corporate Responsibility Committee relies on recommendations from a number of sources, including current directors and officers. The Governance and Corporate Responsibility Committee may also hire outside consultants, search firms, or other advisors to assist in identifying director candidates. In the past, we have hired global executive search firms, to assist in identifying director candidates. We do not have a separate policy regarding director candidates recommended by stockholders, but the Governance and Corporate Responsibility 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 Corporate Responsibility Committee may do so by submitting a written recommendation to the Governance and Corporate Responsibility Committee in accordance with the procedures set forth under “Stockholder Proposals and Nominations.” In evaluating a director candidate, our Governance and Corporate Responsibility Committee considers, among other things, the candidate’s judgment, knowledge, personal and professional integrity, ethics and values, expertise, business and industry experience, and other expertise, which is likely to enhance the Board’s ability to govern our affairs and business. The Governance and Corporate Responsibility Committee strives to nominate directors with a variety of complementary skills and personas so that, as a group, the Board will possess a broad perspective and the appropriate talent, experience, and expertise to oversee our business cohesively. The Governance and Corporate Responsibility 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 Corporate Responsibility 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 III Director Nominees

    Class III Director Nominees

  8. Class III Director Nominees

    | Thomas J. Smach (Class III) | Mr. Smach, age 65, 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 and Compensation 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”) (NASDAQ: FLEX), 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. Mr. Smach has served on the board of various private and public companies in the United States and internationally. 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 distribution, logistics, manufacturing, and 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 68, has served as a member of the Board since January 2020 and currently serves as the chair of the Compensation Committee. Since 2000, Ms. Kaplan has been the managing member of Axcel Partners, LLC, a venture capital firm investing in early stage and growth companies. Ms. Kaplan has also served on the board of Brilliant Earth Group, Inc. (NASDAQ: BRLT), 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 and the Audit Committee. Ms. Kaplan served on the Board of Directors of Rent the Runway, Inc. (“Rent the Runway”) (NASDAQ: RENT), a Nasdaq-listed e-commerce apparel company, from February 2014 to December 2025, where she served on both the Audit Committee and as chair of the Compensation Committee. Ms. Kaplan served as a Director of Howard Hughes Holdings Inc. (NYSE: HHH), a real estate development and management company, from January 2017 to September 2025, where she served as a member of the Audit Committee and as chair of the Nominating Committee. Ms. Kaplan served as a Venture Partner at Revolution Ventures, a venture capital firm, from 2021 to 2025. Ms. Kaplan served as a member of the Board of Directors of Meredith Corporation (NYSE: MDP), a publicly traded media conglomerate, from 2016 until 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. She has served on the boards of several early-stage growth companies, including Framebridge (which is owned by Graham Holdings) from 2016 to 2020. Ms. Kaplan served as President and Chief Operating Officer at Rent the Runway from May 2013 to 2015. Previous to this time, Ms. Kaplan served as President and Chief Merchandising and Marketing Officer, and as a director, at General Nutrition Centers (“GNC”) (NYSE: 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 (NYSE: RAD), 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 (NYSE: PG), a multinational consumer goods company from 1981 to 1996. 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 as well as compensation committees. | | | |

  9. Class III Director Nominees

    | Neeraj S. Tolmare (Class III) | Mr. Tolmare, age 52, 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 SVP & Global Chief Information Officer for the Coca-Cola Company (NYSE: KO), a global beverages company, which position he expects to vacate in June 2026. Prior to this time, Mr. Tolmare held the role of Chief Information Officer – Global Head of Digital & Innovation for the Coca-Cola 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. (NYSE: HPQ) from October 2012 to May 2018 and Cisco Systems (NASDAQ: CSCO) 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. Mr. Tolmare has more than 20 years of experience in leading technology teams and digital transformation initiatives across diverse industries. | | | |

  10. Information About Continuing Directors

    Information About Continuing Directors

  11. Class I Directors

    Class I Directors

  12. Class I Directors

    | Ronald L. Frasch (Class I) | Mr. Frasch, age 77, 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 Corporate Responsibility Committee. In addition to his work with Crocs, Mr. Frasch has served on the board of Burberry Group plc (LSE: BRBY), 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. (NASDAQ: EVLV), 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”) (NYSE: SKS), 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) | Mr. Rees, age 59, 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) | Ms. Ford Hughes, age 55, has served as a member of the Board since September 2020 and currently sits on the Compensation Committee. Ms. Ford Hughes served as the Senior Vice President, Chief Growth Officer of Kellanova (formerly known as Kellogg Company) (“Kellanova”) (NYSE: K), a multinational food manufacturing company, from May 2023 to June 2025, when it was acquired by Mars, Inc. 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. (NYSE: EL), a multinational cosmetics company, from August 2005 to July 2014, Avon Products, Inc. (NYSE: AVP), a multinational cosmetics, skin care, perfume and personal care company, from 2001 to 2005, and the Sara Lee Corporation (NYSE: SLE), 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. | | | |

  13. Class II Directors

    Class II Directors

  14. Class II Directors

    | Ian M. Bickley (Class II) | Mr. Bickley, age 62, has served as a member of the Board since April 2015 and is currently a member of the Governance and Corporate Responsibility Committee. In addition to Crocs, Mr. Bickley has been serving on the Board of Directors of Vera Bradley (NASDAQ: VRA), a leading American designer of women’s handbags, luggage, and other travel items, since November 2024 and was appointed Chairman and Chief Executive Officer as of March 2026. Mr. Bickley served 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, from June 2021 to March 2026. He also served as a strategic advisor for Mycoworks Inc., a biotechnology company and pioneer in the development of alternative materials engineered from Fine Mycelium, from June 2021 to December 2025. 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. Prior to his service at Natura, 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. Mr. Bickley brings more than 25 years of global multi-channel fashion and lifestyle brand building, distribution, and transformation 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 and transformation of global brands, multi-channel retailing, and emerging market and channel opportunities. | | | | | John B. Replogle (Class II) | Mr. Replogle, age 60, has served as a member of the Board since January 2024 and is currently a member of our Governance and Corporate Responsibility 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 to this, 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. Mr. Replogle 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. Mr. Replogle 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. He previously served on the Board of Directors for Wolfspeed, Inc. (NYSE: WOLF), a developer and manufacturer of wide-bandgap semiconductors, from 2014 to 2024. Additionally, he served on the Board of Dartmouth, and the Board of Directors for Sealy Corporation (NYSE: ZZ), a bedding company, from 2010 to 2013 prior to its acquisition by Tempur-Pedic. Mr. Replogle brings decades of experience from serving in global leadership positions at major consumer brands. | | | |

  15. Class II Directors

    | Douglas J. Treff (Class II) | Mr. Treff, age 67, has served as a member of the Board since June 2016. He currently serves as chair of the Audit Committee. In November of 2025, Mr. Treff assumed the position of Chief Administrative and Financial Officer of World Vision International, an international relief and development organization. Prior to this, Mr. Treff served as the Senior Vice President and Chief Financial Officer of World Vision, Inc. from 2016 to 2024. 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 (NYSE: DLX), 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 to 1996 and as Chief Financial Officer and Assistant Secretary from 1996 to 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. | | | |

  16. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  17. 2025–2026 Retainers and Equity Awards

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) (1) | | Ian M. Bickley | — | 299,888 | 299,888 | | Charisse Ford Hughes | 12,500 | 299,888 | 312,388 | | Ronald L. Frasch | 152,500 | 159,933 | 312,433 | | Beth Kaplan | 160,000 | 159,933 | 319,933 | | John B. Replogle | — | 299,888 | 299,888 | | Thomas J. Smach (Chairperson) | — | 524,909 | 524,909 | | Neeraj S. Tolmare | — | 299,888 | 299,888 | | Douglas J. Treff | 72,500 | 324,914 | 397,414 |

  18. Key Compensation Committee Actions in 2025

    Key Compensation Committee Actions in 2025 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. •Continuity of Named Executive Officer Incentive Program, with Certain Changes to the Long-Term Incentive Program: ◦Short-Term (Annual) Cash Incentive Program (“STIP”): The Committee continued to use the same financial metrics for the STIP scorecards (the Crocs, Inc. Enterprise Scorecard, the Crocs Brand Scorecard, and the HEYDUDE Brand Scorecard). For 2025, the STIP continued to be weighted 80% based on financial metrics and 20% based on non-financial strategic operating objectives. The Committee revised the weighting of the non-financial metrics component, which in aggregate remained at 20% across all scorecards, however, the brand initiatives portion was increased from 10% to 15%, reflecting a greater emphasis on strategic initiatives unique to each scorecard, while the CRS portion was reduced from 10% to 5% to sustain focus on near-term goals. ◦Long-Term Incentive Program (“LTIP”): For 2025, the Committee determined it was appropriate to continue granting a balanced mix of equity awards and vesting schedules under the LTIP, comprised of both time-based RSUs and PSUs. The Compensation Committee updated the structure of the PSUs in our LTIP. The changes were adopted after multiple discussions regarding the volatile and uncertain macroeconomic realities in which the Company operates. The Committee revised the 33% of the PSUs that were previously earned based on three-year cumulative revenue. These PSUs now annually measure revenue performance with achievement averaged over the three-year performance period. These averaged results are then subject to a three-year relative TSR modifier to determine final PSU award payouts. The Committee maintained an extended vesting term for the Revenue/rTSR PSUs 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 EBIT Operating Margin (as defined herein) and senior leader retention. For 2025: ▪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; ▪33% of the target LTIP grant was comprised of PSUs earned based on the achievement of 2025 Adjusted EBIT Operating Margin performance, with any earned PSUs then vesting 33% upon satisfaction of the performance goal and 33% vesting in each of the next two years, subject to continued service; and ▪33% of the target LTIP grant was comprised of PSUs earned based on the achievement of three separate one-year annual adjusted revenue targets, averaged over the three-year performance period (2025-2027), with a three-year relative TSR modifier applied to the entire performance period. Any earned PSUs will cliff vest at the end of the three-year performance period, subject to continued service. Revenue targets for each of the three calendar years in the performance period are set annually by the Committee at the commencement of the calendar year to which they relate. •Continued Emphasis on Pay-for-Performance: In 2025, 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 2025 relative to the performance of our stock during 2025. The performance metrics (as defined herein) for each STIP scorecard (and the scorecard for the named executive officers, as applicable, based on their focus and role at the Company) were: ◦Crocs, Inc. Enterprise Scorecard: Enterprise adjusted EBIT, Enterprise adjusted free cash flow, Enterprise strategic initiative performance, and Enterprise CRS progress (applicable to Messrs. Rees, Reagan, and Reilly, following his appointment as Executive Vice President, Chief Brand Officer, and Ms. Healy, prior to her resignation). ◦Crocs Brand Scorecard: Crocs Brand adjusted EBIT, Enterprise adjusted free cash flow, Crocs Brand strategic initiative performance, and Enterprise CRS progress (applicable to Ms. Mehlman); and ◦HEYDUDE Brand Scorecard: HEYDUDE Brand adjusted EBIT, Enterprise adjusted free cash flow, HEYDUDE Brand strategic initiative performance, and Enterprise CRS progress (applicable to Mr. Campbell and Mr. Reilly, prior to his appointment as Executive Vice President, Chief Brand Officer). •Rigorous Objective Financial Performance Goals: The Committee believes the performance targets under the STIP and LTIP were rigorous and difficult to achieve in this environment. The Committee intentionally selected diverse performance metrics among our STIP and LTIP to drive performance across key metrics that we believe drive stockholder value and also support our strategic priorities. The 2025 Adjusted EBIT Operating Margin PSUs are earned based on a one-year performance period, which the Committee believes is an appropriate measurement period given our business environment and desire for consistency. To further drive stockholder alignment and retention, any earned 2025 Adjusted EBIT Operating Margin PSUs are subject to continued vesting and service requirements following certification of achievement, as further described below. The 2025-2027 Revenue/rTSR PSUs are earned based on sustained annual adjusted revenue performance and a relative TSR modifier. The Committee believes this 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 Revenue/rTSR PSUs will cliff vest at the end of the three-year performance period, subject to the Committee’s certification of achievement, as further described below. The Committee believes the annual revenue targets for the three-year performance period allow the Committee to set goals and measure performance in a manner that reflects the dynamic nature of our business and the Company’s long-term trajectory over three years. Adding relative TSR to the PSUs further aligns our NEOs with shareholders. •2025 Pay Outcomes Were Aligned with Company Performance: Our 2025 Adjusted EBIT Operating Margin PSUs were earned at 97.1% of target, but remain subject to service vesting. Our STIP paid out at 95.4%, 94.3%, and 58.6% 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 are appropriate and recognize the named executive officers for the Company’s financial performance, especially in light of the macroeconomic challenges. The three-year performance cycle for the Revenue/rTSR PSUs granted in 2025 is still in progress. No payout was earned for the 2023–2025 adjusted three-year cumulative revenue PSUs granted in 2023 nor the 2024-2025 two-year cumulative Crocs Brand revenue PSUs granted to Ms. Mehlman in 2024.

  19. 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 2025, 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 “— Continuity of Named Executive Officer Incentive Program, with Certain Changes to the Long-Term Incentive Program” above, Meridian assisted in the 2025 updates to our LTIP.

  20. 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 generally 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. |

  21. Summary of Executive Compensation Elements, Practices and Policies

    | Compensation Element | Objective | Characteristics | | Base Salary: | •Compensate executives for their level of experience, responsibility and individual performance •Help attract and retain strong leadership talent | •Fixed component; evaluated annually •Determined by factors such as executive’s job responsibilities, sustained performance in role/potential, and internal equity •Competitive market practices | | Annual Cash Incentives: | •Promote achieving our annual corporate financial goals, as well as other objectives deemed important to our long-term success •Align management and stockholder interests | •Variable, performance-based component •Target opportunity is set based on factors such as executive’s job responsibilities, sustained performance in role/potential, internal equity, and competitive market practices •Actual payout depends on our performance and individual contribution | | Long-Term Incentives: | •Promote achieving our long-term corporate financial goals with the acquisition of common stock through time-based RSUs and PSUs •Align management with stockholder interests •Provide long-term retention incentives | •Variable, performance-based component •Annual target equity grant is set based on factors such as executive’s job responsibilities, sustained performance in role/potential, internal equity, and competitive market practices •(i) 33% of the total value granted is in time-based RSUs which vest based on continued service over three years; (ii) 33% of the total value granted is in PSUs which are earned based on achievement of the 2025 Adjusted EBIT Operating Margin performance 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 total value granted is in PSUs which are earned based on achievement of annually established revenue targets for the 2025-2027 performance period, with achievement averaged over the performance period, and a relative TSR modifier applied at the end of the performance period to determine final achievement of the PSUs, subject to continued service. •Actual value realized will vary based on actual Company performance and stock price. | | Severance and Change in Control Programs: | •Facilitate attraction and retention of high caliber executives in a competitive labor market in which formal severance plans are common | •Contingent component; only payable if the executive’s employment is terminated under certain circumstances and, in the case of a change in control, to help provide continuity of management through the transition |

  22. 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 2025 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 2025 peer companies are listed below:

  23. 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. | Tapestry, Inc. | Topgolf Callaway Brands Corp. | | Under Armour, Inc. | V.F. Corp | Wolverine World Wide, Inc. |

  24. Peer Group Companies

    | Target Compensation |

  25. 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 are aligned with our stock price. The Committee reviews the mix of fixed and at-risk pay against the peer company executives to assess market alignment. For 2025, approximately 12% of the total targeted compensation of our Chief Executive Officer was base salary and approximately 88% was performance-based or at-risk consisting of our annual cash incentive and long-term equity incentive grants. For 2025, approximately 16% of the total targeted compensation of our other named executive officers was base salary and approximately 84% was performance-based or at-risk. Ms. Healy is excluded from the other named executive officers’ calculation as she was not employed by the Company at the end of 2025. The base salaries for Messrs. Reagan and Campbell reflect only the portion of their annual base salaries earned during 2025, as each was appointed during the year. In 2025, 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 2025 compensation amounts:

  26. 2025 Compensation Program

    (1) On August 28, 2025, Ms. Healy notified the Company of her decision to resign from her position as our Executive Vice President and Chief Financial Officer, effective immediately. Her base salary at the time was $750,000. Mr. Rees and Mr. Reilly received a 4.3% and 7.1% salary increase, respectively, in 2025 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 for our executive officers for meeting or exceeding Company performance goals provides our officers with additional incentive to meet or exceed our strategic Company goals and ensures that we attract and retain talented executive officers. Performance weightings are 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. The Committee believes that the scorecards 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. Consistent with prior years, the Committee includes Enterprise and brand-specific adjusted EBIT (as defined below), as applicable for a scorecard, and Enterprise adjusted free cash flow (as defined below) in the STIP to more closely align compensation with key performance metrics associated with profitability. The enterprise- and brand- specific metrics diversify the performance goals among our STIP and LTIP, drive performance across key metrics that the Committee believes drive stockholder value and also support 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 Enterprise executives, this incentivizes them to assist the brand executives in their success, while still emphasizing overall Company performance. In 2025, 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. The non-financial objectives reflect strategic priorities and predetermined CRS strategic initiatives. While certain non-financial strategic objectives vary by STIP scorecard, the Enterprise CRS strategic initiatives apply consistently to all the STIP scorecards to increase focus on near-term goals. The strategic operating goals include the following: •digital marketplace deployment, supply chain optimization, organizational effectiveness, and fit-for-future talent and succession planning for named executive officers on the Crocs, Inc. Enterprise scorecard; •North America brand relevance, product diversification, market share gains in key international markets, and fit-for-future talent and succession planning for those on the Crocs Brand scorecard; •North America brand relevance, international growth and fit-for-future talent and succession planning for those on the HEYDUDE Brand scorecard; and •Enterprise CRS progress, such as achieving our bio-resin production target, environmental sustainability, and community and inclusivity, applicable to all scorecards. Performance against these rigorous and difficult to achieve strategic operating goals is 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. Each year, the Committee establishes a target STIP amount 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 2025, the targets for our named executive officers were:

  27. 2025 Compensation Program

    | Named Executive Officer | STIP Target (as a percentage of Base Salary) | | Andrew Rees | 200% | | Patraic Reagan | 100% | | Anne Mehlman | 125% | | Terence Reilly (1) | 125% | | Rupert Campbell | 100% | | Susan Healy (2) | 100% |

  28. 2025 Compensation Program

    (1) Mr. Reilly's STIP target was 125% of base salary throughout all of 2025. He participated in the HEYDUDE Brand scorecard through May 2025, when he was appointed Executive Vice President, Chief Brand Officer, at which point he transitioned to the Crocs, Inc. Enterprise scorecard. His 2025 STIP award reflects pro-rated performance measured under each scorecard. (2) On August 28, 2025, Ms. Healy notified the Company of her decision to resign from her position as our Executive Vice President and Chief Financial Officer, effective immediately. As a result, she was ineligible to participate in the STIP. 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 150% of the STIP target. There are no payouts for below-threshold performance. Based on 2025 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 above. The actual amounts paid under the 2025 STIP can be found in the “Summary Compensation 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 with respect to the 2025 annual cash incentive awards. For 2025, these goals and their applicable weightings and earned payouts under the STIP scorecards were:

  29. 2025 Compensation Program

    (1) The Crocs Brand scorecard is applicable to Ms. Mehlman. (2) Crocs Brand adjusted EBIT is calculated by taking the Crocs Brand GAAP net income attributable to common stockholders and excluding interest expenses, tax expense, foreign currency changes, the impact of tariffs, and non-recurring entries, as applicable. (3) Enterprise adjusted free cash flow is calculated as described in footnote (3) of the Crocs, Inc. Enterprise scorecard on page 42. (4) The Crocs Brand strategic initiative performance targets related to: (i) North America brand relevance, (ii) product diversification, (iii) market share gains in key international markets, and (iv) fit-for-future talent and succession planning. These strategic initiative performance targets were evaluated based on Committee discretion and included partially achieved targets. (5) The Enterprise CRS progress performance targets are the same as those outlined in footnote (5) of the Crocs, Inc. Enterprise scorecard on page 42. Achievement of these strategic initiative performance targets was evaluated based on Committee discretion.

  30. 2025 Compensation Program

    (1) The HEYDUDE Brand scorecard is applicable to Mr. Campbell and Mr. Reilly, prior to his appointment as Executive Vice President, Chief Brand Officer. (2) HEYDUDE Brand adjusted EBIT is calculated by taking HEYDUDE Brand GAAP net income attributable to common stockholders and excluding interest expenses, tax expense, foreign currency changes, the impact of tariffs, and non-recurring entries, including impairment of the HEYDUDE indefinite-lived trademark and HEYDUDE Brand reporting unit goodwill. (3) Enterprise adjusted free cash flow is calculated as described in footnote (3) of the Crocs, Inc. Enterprise scorecard on page 42. (4) The HEYDUDE Brand strategic initiative performance targets related to: (i) North America brand relevance, (ii) international growth, (iii) United States marketplace management / stabilization, and (iv) fit-for-future talent and succession planning. These strategic initiative performance targets were evaluated based on Committee discretion and included partially achieved targets. (5) The Enterprise CRS progress performance targets are the same as those outlined in footnote (5) of the Crocs, Inc. Enterprise scorecard on page 42. Achievement of these strategic initiative performance targets was 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 are allocated between time-based RSUs and performance-based PSUs and vest over a three-year period (other than the 2025–2027 PSUs based on revenue goals, which cliff vest at the end of the three-year performance period), subject to continued service, 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 long-term equity incentive awards. For 2025, 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 named executive officers other than himself), personal performance, internal equity, and expected future contributions, among other factors. 2025 Long-Term Performance Incentive Program. In 2025, all of our named executive officers received grants of time-based RSUs and PSUs, 67% of which were PSUs eligible to be 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 2025 time-based RSU and PSU awards were as follows:

  31. 2025 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 2025–2027, based on (i) 2025 Adjusted EBIT Operating Margin and (ii) three separate one-year annual adjusted revenue targets, each equally weighted, and averaged over the performance period, with a three-year rTSR modifier. The relative TSR modifier for the Revenue/rTSR PSUs is applied to the revenue achievement percentage after completion of the performance period. The modifier ranges from 0.75x to 1.25x depending on the Company’s total shareholder return. | For the 2025 Adjusted EBIT Operating Margin PSUs and the 2025-2027 Revenue/rTSR PSUs, executives may earn from 50% to 150% and 50% to 250%, respectively, of the target number of PSUs based on the level of achievement of the applicable performance goals. For the 2025-2027 Revenue/rTSR PSUs, the revenue component may pay out up to 200% of target, which may then be further adjusted by the rTSR modifier to a maximum of 250% of target. The rTSR modifier is based on the Company's percentile rank of total shareholder return relative to all members of the S&P 1500 Textile, Apparel & Luxury Goods Index (as constituted on the first day of the performance period) measured over the full three-year performance period, with the Company's TSR ranked in descending order against Index members but not included in the Index for purposes of this comparison. No PSUs are earned if performance falls below established threshold goals. | Earned 2025 Adjusted EBIT Operating Margin PSUs vest 33% upon satisfaction of the performance goals (based on level of achievement) and earned PSUs vest 33% in each of the next two years, subject to continued service. 2025–2027 Revenue/rTSR PSUs cliff vest at the end of the 3-year performance period, subject to continued service. |

  32. 2025 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 the metrics for the PSUs because it views them as primary drivers of enhanced stockholder value and appropriate measures of performance given our continued, successful growth. For the 2025-2027 Revenue/rTSR PSUs, the Committee believes the annual revenue targets for each of the three years in the performance period allow the Committee to set goals and measure performance in a manner that reflects the dynamic and challenging nature of our business. The relative TSR modifier holds management accountable to relative Company stock performance relative to benchmark companies and further aligns our named executive officers with shareholders. PSU Awards Granted in Prior Years with Performance Periods Ended December 31, 2025 Two PSU awards granted in prior years completed their performance periods in 2025. The 2023-2025 PSUs granted in 2023 were based on an Adjusted three-year cumulative revenue target over a three-year performance period, and the 2024 PSUs granted to our Crocs Brand President were based on a two-year Crocs Brand cumulative revenue target. The Adjusted three-year cumulative revenue target was $15,000 million and actual Adjusted three-year cumulative revenue for the performance period was $12,131 million. This resulted in no payout to the named executive officers who held such PSUs. Ms. Mehlman received PSUs in connection with her 2024 promotion to Executive Vice President, Brand President for Crocs, that were eligible for vesting based on two-year cumulative Crocs Brand revenue target of $6,892 million and actual two-year cumulative Crocs Brand revenue for the performance period was $6,603 million. The revenue target was not achieved and the awards were forfeited per their terms. Adjusted Three-Year Cumulative Revenue PSU Performance Cycle to Date The three-year performance cycle for the 2024-2026 Adjusted three-year cumulative revenue PSUs granted in 2024 is still in progress. We do not disclose the Adjusted three-year cumulative revenue measure targets until completion of the applicable three-year performance period as such disclosure could result in competitive harm. 2025 Adjusted EBIT Operating Margin PSU Performance and 2025-2027 Revenue/rTSR PSU Performance Cycle to Date The 2025 Adjusted EBIT Operating Margin PSUs granted in 2025 were earned at 97.1% of target based on the performance of Adjusted EBIT Operating Margin to target. Such awards remain subject to an additional two years of service vesting before payout. The three-year performance cycle for the 2025-2027 Revenue/rTSR PSUs granted in 2025 is still in progress. We do not disclose the revenue measure targets until completion of the applicable three-year performance period as such disclosure could result in competitive harm.

  33. 2025 Compensation Program

    | 2025 PSUs | Actual Performance | Weighted 2025 Actual Performance as a Percentage of Target | | 2025–2027 Revenue/rTSR modifier (1) | (2) | (2) | | 2025 Adjusted EBIT Operating Margin (3): 24.0% | 23.7% | 97.1% | | 2023–2025 3-Yr Cumulative Revenue (4): $15,000 million | $12,131 million | —% | | 2024–2025 Crocs Brand Cumulative Revenue (5): $6,892 million | $6,603 million | —% |

  34. 2025 Compensation Program

    (1) 2025-2027 Revenue/rTSR PSUs are calculated using the average of three separate one-year annual adjusted revenue targets with a three-year rTSR modifier applied at the end of the performance period. Adjusted revenue is calculated as total GAAP net revenue of the Company adjusted to exclude the impact of changes in foreign currency exchange rates. (2) We do not disclose the one-year adjusted revenue targets until completion of the applicable three-year performance period as such disclosure could result in competitive harm. (3) 2025 Adjusted earnings before interest, taxes (“EBIT”) Operating Margin is calculated by dividing Enterprise adjusted EBIT, as defined above, by adjusted revenue, as defined above, for fiscal year 2025. The non-recurring entries from GAAP net income attributable to stockholders include partial impairment of the HEYDUDE indefinite-lived trademark and HEYDUDE Brand reporting unit goodwill and operational workforce reduction charges incurred in connection with cost savings initiatives. (4) 2023–2025 3-Yr Cumulative Revenue is calculated by adjusting GAAP revenue for the applicable three-year period for non-recurring items, as applicable. (5) 2024–2025 Crocs Brand Cumulative Revenue is calculated by adjusting revenue for the applicable two-year period for non-recurring items, as applicable. New Hire RSUs. In 2025, Messrs. Reagan and Campbell each received time-based RSU awards in connection with their respective appointments. Upon his appointment as Executive Vice President, Chief Financial Officer, Mr. Reagan received a $3,500,000 time-based RSU award vesting in five installments: 21.43% on each of March 22, 2026, September 22, 2026, March 22, 2027, and September 22, 2027, and 14.28% on September 22, 2028. Mr Reagan also received a one-time cash award of $800,000 as a sign-on bonus pursuant to the terms of his offer letter, subject to repayment if he ceases employment prior to 12 months of employment. Mr. Campbell received two separate time-based RSU awards: an $800,000 award upon joining the Company in March 2025 and a $1,200,000 award upon his promotion to Executive Vice President, Brand President for HEYDUDE in November 2025, each vesting ratably over three years from the applicable grant date.

  35. 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, further amended and restated in 2018, and extended in 2025 (“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. 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, Reilly, Campbell, and Reagan and Mmes. Mehlman and Healy 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. On August 28, 2025, Ms. Healy notified the Company of her decision to resign from her position as our Executive Vice President, Chief Financial Officer, effective immediately, which resignation did not qualify as for “good reason.” 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. Ms. Healy Separation Agreement On August 28, 2025, Ms. Healy notified the Company of her decision to resign from her position as our Executive Vice President, Chief Financial Officer, effective immediately. As requested by the Company, between the Transition Date and the Separation Date, Ms. Healy served in the role of Special Advisor to assist with the transition of her duties to Mr. Reagan, for which she received $75,000. Ms. Healy was not eligible to receive any amounts or benefits under her offer letter. Upon execution of an effective separation agreement and general release, which extended the periods of Ms. Healy’s compliance with non-competition and non-solicitation covenants from 12 months to 24 months after separation, Ms. Healy was entitled to receive a special one-time discretionary lump sum payment of $400,000 (net of her required reimbursement of certain relocation benefits) less applicable taxes and withholdings. In addition, in accordance with the applicable award agreements, all of Ms. Healy’s unvested equity awards were cancelled and forfeited, effective as of the Separation Date.

  36. Post-Employment Compensation

    | Stock Ownership Guidelines | We maintain our stock ownership guidelines to ensure that our executive officers have a meaningful stake in our equity and to further align the interests of our executives with the long-term interests of our stockholders. The guidelines require that each of our named executive officers own shares of our common stock in an amount equal in value to a specified multiple (5x for our Chief Executive Officer and 3x for all other named executive officers) of such named executive officer’s base salary, to be achieved by the fifth anniversary of (i) the adoption of the modified guidelines (for our existing executive officers) or (ii) the date of hire for new executive officers. All of our named executive officers are either compliant or are making progress towards their respective ownership multiples and are still within the five-year phase-in period for compliance. | | Clawback Policies | Under our Recovery of Executive Compensation Policy, at the discretion of the Committee, executives may be required to repay awards to us if within two years of an award under our STIP and equity incentive plan: (i) we are required to restate our financial statements due to fraud or willful misconduct involving the executive; or (ii) the executive took part in any fraud, negligence or breach of fiduciary duty. We have also adopted our Incentive Compensation Recovery Policy in accordance with Rule 10D-1 of the Exchange Act and Nasdaq listing standards. The policy requires, subject to limited exceptions, the Committee to pursue recovery of excess incentive compensation received by any current or former executive in the event of an accounting restatement due to material non-compliance with financial reporting requirements. | | Prohibition on Hedging and Pledging | We do not allow our management or directors to engage in hedging transactions on our stock, including transactions such as zero-cost dollars, prepaid variable forward sale contracts, equity swaps, and exchange funds. In addition, we do not allow our management or directors to pledge our stock to secure loans or other obligations. | | No Tax Gross-Ups in our CIC Agreements | None of our change in control agreements with our executive officers contain excise tax gross-up provisions. | | Double Trigger Provisions in our CIC Agreements | We maintain a reasonable change in control plan. The CIC Plan provides for “double-trigger” vesting with a definition of “change in control” consistent with our stockholder-approved equity plans. In order to keep management focused on the best interests of our stockholders during potentially uncertain periods, the CIC Plan provides our named executive officers with reasonable compensation protections upon a change in control followed by a termination without cause or for good reason. |

  37. Post-Employment Compensation

    | Equity Granting Practices | While we do not currently grant stock options or similar option-like instruments, such as stock appreciation rights, we are providing information regarding our procedures related to the grant of equity awards close in time to the release of material non-public information. We have not granted stock options since 2017. While the Committee has generally determined to make our annual equity award grants at the regular meeting of the Committee held in the first quarter of each year, the Company does not have a formal policy or obligation that requires us to award equity or equity-based compensation on specific dates. Neither our Board nor our Compensation Committee takes material non-public information into account when determining the timing of equity awards, nor do we time the disclosure of material non-public information for the purpose of impacting the value of executive compensation. We generally issue equity awards to our executive officers on a limited and infrequent basis, and not in accordance with any fixed schedule. The Committee meeting date, or the next business day if the meeting falls on a day where the Nasdaq Global Select Market is closed for trading, is typically the effective grant date for the grants. We also may grant equity awards to recognize increased responsibilities or special contributions, attract new hires, retain executives or recognize certain other special circumstances that occur throughout the year. The effective date of these grants is determined based on the timing of the recognition or recruitment event and approved on or in advance of the effective date of the grant. The exercise/grant price is the fair market value of our common stock on the effective date. The Committee approves all equity grants to executive officers. We do not permit repricing of stock options without stockholder approval. | | 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. Under ASC Topic 718, grant date fair values for PSUs are generally not determined until the associated performance metrics are established. As a result of the 2025 design changes to the 2025-2027 Revenue/rTSR PSUs whereby annual revenue targets are established each year in the performance period, the grant date fair values for such awards are reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table for Fiscal Year 2025 only with respect to 1/3 of the target PSUs for which the revenue metrics were determined for fiscal year 2025. As the revenue goals for such PSUs are established for future years, the grant date fair values associated with the related PSUs will be reflected in these tables for the applicable fiscal year to which the goals relate. 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. |

  38. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation earned for services rendered during fiscal years 2025, 2024, and 2023, as applicable, for each of our named executive officers (“NEOs”):

  39. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) (1) | Stock Awards ($) (2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) (3) | Total ($) | | Andrew Rees Chief Executive Officer | 2025 | 1,188,462 | — | 7,432,802 | 2,267,585 | 69,158 | 10,958,007 | | | 2024 | 1,138,462 | — | 8,549,916 | 2,677,661 | 66,703 | 12,432,742 | | | 2023 | 1,100,000 | — | 7,249,993 | 2,268,200 | 60,214 | 10,678,407 | | Patraic Reagan (4) Executive Vice President, Chief Financial Officer | 2025 | 201,923 | 800,000 | 3,499,996 | 201,923 | 7,068 | 4,710,910 | | Anne Mehlman (5) Executive Vice President, Brand President for Crocs | 2025 | 750,000 | — | 1,581,420 | 884,063 | 24,513 | 3,239,996 | | | 2024 | 744,231 | — | 5,349,906 | 1,122,858 | 27,078 | 7,244,073 | | | 2023 | 669,231 | — | 1,319,936 | 689,977 | 23,652 | 2,702,796 | | Terence Reilly (6) Executive Vice President, Chief Brand Officer | 2025 | 738,462 | — | 1,581,420 | 750,310 | 63,974 | 3,134,166 | | | 2024 | 471,154 | — | 5,259,807 | 475,865 | 63,431 | 6,270,257 | | Rupert Campbell (7) Executive Vice President, Brand President for HEYDUDE | 2025 | 594,347 | — | 2,553,357 | 348,287 | 124,721 | 3,620,712 | | Susan Healy (8) Former Executive Vice President, Chief Financial Officer | 2025 | 513,462 | — | 1,186,090 | — | 505,354 | 2,204,906 | | | 2024 | 432,692 | — | 1,999,859 | 882,000 | 61,212 | 3,375,763 |

  40. Summary Compensation Table

    (1) The bonus column includes a one-time cash award of $800,000 for Mr. Reagan as a sign-on bonus pursuant to the terms of his offer letter, subject to repayment if Mr. Reagan ceases employment prior to 12 months of employment. (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 12 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The grant date fair value of the time-based RSUs and Adjusted EBIT Operating Margin PSUs is calculated based on our closing stock price on the grant date. The grant date fair value of the 2025-2027 Revenue/rTSR PSUs is calculated using a Monte-Carlo simulation valuation performed as of the date of grant by an independent third party. Because the grant date for the 2025-2027 Revenue/rTSR PSUs occurs when performance targets are approved, and we approved revenue performance targets for fiscal year 2025 only, the values in this column for 2025 include: (i) 33% of the 2025-2027 Revenue/rTSR PSUs (fiscal year 2025 portion only), (ii) 100% of the fiscal year 2025 Adjusted EBIT Operating Margin PSUs, and (iii) 100% of the fiscal year 2025 time-based RSUs. For 2025, the total aggregate fair value of the Adjusted EBIT Operating Margin PSUs and fiscal year 2025 of the 2025-2027 Revenue/rTSR PSUs granted in March 2025 to Messrs. Rees, Reilly and Campbell and Mss. Mehlman and Healy, assuming the highest level of payout for performance against assigned targets would be as follows: $7.6 million for Mr. Rees, $1.6 million for Ms. Mehlman, $1.6 million for Mr. Reilly, $0.6 million for Mr. Campbell, and $1.2 million for Ms. Healy. Due to Ms. Healy separating from the Company in October 2025, all of her equity awards were forfeited. (3) All other compensation for 2025 represents the following: (i) Company matches to employee 401(k) contributions in the amounts of $14,000 for Mr. Rees, and Mmes. Mehlman and Healy, and $5,769 for Mr. Reagan, (ii) executive healthcare screenings paid by us in the amount of $3,300 for Ms. Healy, (iii) group term life insurance premiums paid in full by us in the amount of $822 for Messrs. Rees and Reilly and Ms. Mehlman, $221 for Mr. Reagan, $379 for Mr. Campbell, and $696 for Ms. Healy, (iv) Company-provided apartment of $43,028 for Mr. Rees, (v) Company-provided executive life insurance premium of $2,736 for Mr. Rees, (vi) individual disability insurance paid by us in the amount of $5,720 for Mr. Rees, $5,789 for Ms. Mehlman, $6,861 for Mr. Reilly, and $4,596 for Ms. Healy, (vii) long-term disability paid by us in the amount of $404 for Messrs. Rees and Reilly and Ms. Mehlman, $109 for Mr. Reagan, $186 for Mr. Campbell and $342 for Ms. Healy, (viii) short-term disability paid by us in the amount of $2,447 for Messrs. Rees and Reilly and Ms. Mehlman, $659 for Mr. Reagan, $1,130 for Mr. Campbell, and $2,071 for Ms. Healy, (ix) company paid contributions to the health savings account in the amounts of $1,000 for Ms. Mehlman and $309 to Mr. Reagan, (x) de minimus ambassador awards to Mmes. Mehlman and Healy and Mr. Reilly, (xi) relocation and travel allowances of $53,399 for Mr. Reilly, $79,609 for Mr. Campbell, and $5,301 for Ms. Healy, and (xii) housing allowance of $43,416 for Mr. Campbell. (4) Mr. Reagan commenced service as our Executive Vice President, Chief Financial Officer in September 2025. (5) Having previously served as the Company’s Executive Vice President and Chief Financial Officer, Ms. Mehlman was appointed as Executive Vice President, Brand President for Crocs in May 2024. (6) Mr. Reilly previously served as the Company’s Executive Vice President, Brand President for HEYDUDE but was appointed as Executive Vice President, Chief Brand Officer effective May 21, 2025. (7) Mr. Campbell commenced service as our Executive Vice President, Brand President for HEYDUDE in November 2025. (8) On August 28, 2025, Ms. Healy notified the Company of her decision to resign from her position as our Executive Vice President, Chief Financial Officer, effective as of the Transition Date. As requested by the Company, between the Transition Date and the Separation Date, Ms. Healy served in the role of Special Advisor to assist with the transition of her duties to Mr. Reagan. Ms. Healy was entitled to the payments and benefits relating to her separation from the Company as set forth in her separation agreement with the Company, which included a special one-time discretionary lump sum payment of $400,000, less applicable taxes and withholdings, and, $75,000 for her service as Special Advisor, each of which is included within “All Other Compensation” in the table above. Ms. Healy forfeited all outstanding equity awards in connection with her separation from the Company. Refer to the details of her separation agreement within the “Potential Payments on Termination or Change in Control” section below.

  41. Grants of Plan-Based Awards Table for Fiscal Year 2025

    Grants of Plan-Based Awards Table for Fiscal Year 2025 The following table provides information for each of our NEOs regarding annual STIP and LTIP award opportunities, including the range of potential payouts under our STIP, our annual non-equity incentive plan, and our RSUs and PSUs granted during fiscal year 2025.

  42. Grants of Plan-Based Awards Table for Fiscal Year 2025

    | | | | 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 | | 1,200,000 | 2,400,000 | 3,600,000 | — | — | — | — | — | | | Time-Based RSUs | 3/11/25 | — | — | — | — | — | — | 31,870 | 3,133,458 | | | PSUs (3-Year Performance) | 3/11/25 | — | — | — | 3,983 | 10,622 | 26,555 | — | 1,166,083 | | | PSUs (1-Year Performance) | 3/11/25 | — | — | — | 15,934 | 31,868 | 47,802 | — | 3,133,262 | | Patraic Reagan (3) | Annual Incentive Award | | 375,000 | 750,000 | 1,125,000 | — | — | — | — | — | | | Time-Based RSUs (3) | 9/22/25 | — | — | — | — | — | — | 45,372 | 3,499,996 | | Anne Mehlman | Annual Incentive Award | | 468,750 | 937,500 | 1,406,250 | — | — | — | — | — | | | Time-Based RSUs | 3/11/25 | — | — | — | — | — | — | 6,781 | 666,708 | | | PSUs (3-Year Performance) | 3/11/25 | — | — | — | 848 | 2,260 | 5,650 | — | 248,103 | | | PSUs (1-Year Performance) | 3/11/25 | — | — | — | 3,390 | 6,780 | 10,170 | — | 666,610 | | Terence Reilly | Annual Incentive Award | | 468,750 | 937,500 | 1,406,250 | — | — | — | — | — | | | Time-Based RSUs | 3/11/25 | — | — | — | — | — | — | 6,781 | 666,708 | | | PSUs (3-Year Performance) | 3/11/25 | — | — | — | 848 | 2,260 | 5,650 | — | 248,103 | | | PSUs (1-Year Performance) | 3/11/25 | — | — | — | 3,390 | 6,780 | 10,170 | — | 666,610 | | Rupert Campbell (4) | Annual Incentive Award | | 375,000 | 750,000 | 1,125,000 | — | — | — | — | — | | | Time-Based RSUs | 3/10/25 | — | — | — | — | — | — | 7,912 | 799,903 | | | Time-Based RSUs | 3/11/25 | — | — | — | — | — | — | 2,373 | 213,313 | | | Time-Based RSUs | 11/17/25 | — | — | — | — | — | — | 15,554 | 1,199,991 | | | PSUs (3-Year Performance) | 3/11/25 | — | — | — | 296 | 791 | 1,977 | — | 86,836 | | | PSUs (1-Year Performance) | 3/11/25 | — | — | — | 1,186 | 2,373 | 3,559 | — | 233,313 | | Susan Healy (5) | Annual Incentive Award | | 375,000 | 750,000 | 1,125,000 | — | — | — | — | — | | | Time-Based RSUs | 3/11/25 | — | — | — | — | — | — | 4,332 | 500,056 | | | PSUs (3-Year Performance) | 3/11/25 | — | — | — | 635 | 1,695 | 4,237 | — | 186,077 | | | PSUs (1-Year Performance) | 3/11/25 | — | — | — | 2,542 | 5,085 | 7,627 | — | 499,957 |

  43. Grants of Plan-Based Awards Table for Fiscal Year 2025

    (1) This represents the target annual incentive award. The incentives awarded were based on the actual amount of salary received in 2025, as disclosed in the “Summary Compensation Table” (above). (2) Amounts shown reflect the aggregate grant date fair value of grants 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 12 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The grant date fair value of the time-based RSUs and 2025 Adjusted EBIT Operating Margin PSUs is calculated based on our closing stock price on the grant date. The value of 2025-2027 Revenue/rTSR PSUs is calculated using a Monte-Carlo simulation valuation performed as of the date of grant by an independent third party. Because the grant date for the 2025-2027 Revenue/rTSR PSUs occurs when performance targets are approved, and we approved performance targets for fiscal year 2025 only, the values for this award represent 33% of the 2025-2027 Revenue/rTSR PSUs (fiscal year 2025 portion only). (3) In connection with Mr. Reagan’s appointment to Executive Vice President, Chief Financial Officer, he received a $3,500,000 time-based RSU award. The time-based RSU award will vest in five installments: 21.43% on March 22, 2026, 21.43% on September 22, 2026, 21.43% on March 22, 2027, 21.43% on September 22, 2027, and 14.28% on September 22, 2028. (4) In connection with Mr. Campbell joining the Company in March 2025 and his promotion to Executive Vice President, Brand President for HEYDUDE in November 2025, he received $800,000 and $1,200,000 time-based RSU awards, respectively, vesting ratably 33% over three years from the applicable grant date. (5) On August 28, 2025, Ms. Healy notified the Company of her decision to resign from her position as our Executive Vice President, Chief Financial Officer, effective immediately. In addition, in accordance with the applicable award agreements, all of Ms. Healy’s unvested equity awards and incentive awards were cancelled and forfeited, effective as of the Separation Date. Annual Incentive Awards. In 2025, STIP amounts were paid at 95.4% of target for NEOs on the Crocs, Inc. Enterprise scorecard, 94.3% of target for NEOs on the Crocs Brand scorecard, and 58.6% 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 2025 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 150% 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 2025 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 2025 Adjusted EBIT 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 Revenue/rTSR PSUs for the 2025–2027 performance period vest at the end of the performance period based on average achievement of three separate one-year annual adjusted revenue targets together with a three-year rTSR modifier, pending certification of performance achievement by the Committee and subject to continued employment. In connection with Mr. Reagan’s appointment to Executive Vice President, Chief Financial Officer in September 2025, he received a $3,500,000 equity grant, that vests in five installments: 21.43% on March 22, 2026, 21.43% on September 22, 2026, 21.43% on March 22, 2027, 21.43% on September 22, 2027, and 14.28% on September 22, 2028. In connection with Mr. Campbell joining the Company in March 2025 and his promotion to Executive Vice President, Brand President for HEYDUDE in November 2025, he received $800,000 and $1,200,000 time-based RSU awards, respectively, vesting ratably 33% over three years from the grant date. For the 2025 Adjusted EBIT Operating Margin PSUs, the number of PSUs awarded may be earned between 50% and 150% of the target number of PSUs, contingent on the level of adjusted EBIT Operating Margin performance goals achieved. For the 2025–2027 Revenue/rTSR PSUs, the number of PSUs awarded may be earned between 50% and 250% of the target number of PSUs, contingent on the level of achievement of the three separate one-year annual adjusted revenue targets averaged together with a three-year rTSR modifier. No amount is payable if at least threshold performance is not attained. Offer Letters. We have entered into offer letters with our named executive officers, which provide for certain initial compensation and other benefits. On August 28, 2025, Ms. Healy notified the Company of her decision to resign from her position as our Executive Vice President, Chief Financial Officer, effective immediately. Ms. Healy’s separation agreement is described in the “Compensation Discussion and Analysis” above and in the “Potential Payments on Termination or Change in Control” section below. 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.

  44. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 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, 2025. Market values for outstanding stock awards are presented as of the end of 2025 based on the closing price of our common stock on the Nasdaq Global Select Market on December 31, 2025, of $85.52 per share.

  45. Outstanding Equity Awards at 2025 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 | 106,132(2) | 9,076,409(2) | 33,314(2) | 2,849,013 | | Patraic Reagan | — | — | — | — | 45,372(3) | 3,880,213(3) | —(3) | — | | Anne Mehlman | — | — | — | — | 35,382(4) | 3,025,869(4) | 5,843(4) | 499,693 | | Terence Reilly | — | — | — | — | 33,504(5) | 2,865,262(5) | 5,549(5) | 474,550 | | Rupert Campbell | — | — | — | — | 28,143(6) | 2,406,789(6) | 791(6) | 67,646 | | Susan Healy | — | — | — | — | —(7) | —(7) | —(7) | — |

  46. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) The aggregate number of PSUs was calculated based on the achievement of target performance for the 2024–2026 Adjusted three-year cumulative revenue PSUs granted to Messrs. Rees and Reilly and Ms. Mehlman and target performance for fiscal year 2025 of the 2025–2027 Revenue/rTSR PSUs granted to Messrs. Rees, Reilly and Campbell and Ms. Mehlman. (2) Represents the unvested portion of three time-based RSU and PSU grants for: (i) 57,838 time-based RSUs and PSUs awarded on March 2, 2023, of which (a) 33% vested in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026, subject to continued employment, and (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 vested in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026, subject to continued employment; (ii) 113,462 time-based RSUs and PSUs awarded on March 12, 2024, of which (a) 33% vest in three equal annual installments on March 12, 2025, March 12, 2026, and March 12, 2027, subject to continued employment, (b) 33% (up to 200%) could be earned based on achievement of the performance metric, of which 23,166 shares were “earned” pursuant to the Compensation Committee certification on January 30, 2025, and will vest in three equal annual installments on March 12, 2025, March 12, 2026, and March 12, 2027, subject to continued employment, and (c) 33% (up to 200%) could be earned based on achievement of the performance metric following the date in 2027 that the Compensation Committee certifies achievement, at which time the PSUs will vest based on achievement, subject to continued employment as of such date, and (iii) 159,342 time-based RSUs and PSUs awarded on March 11, 2025, of which (a) 33% vest in three equal annual installments on March 11, 2026, March 11, 2027, and March 11, 2028, subject to continued employment, (b) 33% (up to 150%) could be earned on achievement of the performance metrics, of which 30,941 shares were “earned” pursuant to the Compensation Committee certification on February 5, 2026, and will vest in three equal annual installments on March 11, 2026, March 11, 2027, and March 11, 2028, subject to continued employment, and (c) 33% (up to 250%) could be earned based on achievement of the performance metric following the date in 2028 that the Compensation Committee certifies achievement, at which time the PSUs will vest based on achievement, subject to continued employment as of such date. (3) Represents the unvested portion of 45,372 RSUs awarded on September 22, 2025, which will vest in five installments: 21.43% on March 22, 2026, 21.43% on September 22, 2026, 21.43% on March 22, 2027, 21.43% on September 22, 2027, and 14.28% on September 22, 2028. (4) Represents the unvested portion of four time-based RSU and PSU grants for: (i) 10,530 time-based RSUs and PSUs awarded on March 2, 2023, of which (a) 33% vested in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026, subject to continued employment, and (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 vested in three equal annual installments on March 2, 2024, March 2, 2025, and March 2, 2026, subject to continued employment, (ii) 39,678 time-based RSUs and PSUs awarded on February 1, 2024, of which 50% vest in four equal annual installments on February 1, 2025, February 1, 2026, February 1, 2027, and February 1, 2028, subject to continued employment, (iii) 17,915 time-based RSUs and PSUs awarded on March 12, 2024, of which (a) 33% vest in three equal annual installments on March 12, 2025, March 12, 2026, and March 12, 2027, subject to continued employment, (b) 33% (up to 200%) could be earned based on achievement of the performance metric, of which 3,658 shares were “earned” pursuant to the Compensation Committee certification on January 30, 2025, and will vest in three equal annual installments on March 12, 2025, March 12, 2026, and March 12, 2027, subject to continued employment, and (c) 33% (up to 200%) could be earned based on achievement of the performance metric following the date in 2027 that the Compensation Committee certifies achievement, at which time the PSUs will vest based on achievement, subject to continued employment as of such date; and (iv) 33,901 time-based RSUs and PSUs awarded on March 11, 2025, of which (a) 33% of the RSUs vest in three equal annual installments on March 11, 2026, March 11, 2027, and March 11, 2028, subject to continued employment, (b) 33% (up to 150%) could be earned on achievement of the performance metrics, of which 6,582 shares were “earned” pursuant to the Compensation Committee certification on February 5, 2026, and will vest in three equal annual installments on March 11, 2026, March 11, 2027, and March 11, 2028, subject to continued employment, and (c) 33% (up to 250%) could be earned based on achievement of the performance metric following the date in 2028 that the Compensation Committee certifies achievement, at which time the PSUs will vest based on achievement, subject to continued employment as of such date. (5) Represents the unvested portion of three time-based RSU and PSU grants for: (i) 31,325 RSUs awarded on April 29, 2024 which vest in two equal annual installments on April 29, 2025, and April 29, 2026, subject to continued employment; and (ii) 16,445 time-based RSUs and PSUs awarded on April 29, 2024, of which (a) 33% vest in three equal annual installments on April 29, 2025, April 29, 2026, and April 29, 2027, subject to continued employment, (b) 33% (up to 200%) could be earned based on achievement of the performance metric, of which 3,358 shares were “earned” pursuant to the Compensation Committee certification on January 30, 2025, and will vest in three equal annual installments on April 29, 2025, April 29, 2026, and April 29, 2027, subject to continued employment, and (c) 33% (up to 200%) could be earned based on achievement of the performance metric following the date in 2027 that the Compensation Committee certifies achievement, at which time the PSUs will vest based on achievement, subject to continued employment as of such date; and (iii) 33,901 time-based RSUs and PSUs awarded on March 11, 2025, of which (a) 33% of the RSUs vest in three equal annual installments on March 11, 2026, March 11, 2027, and March 11, 2028, subject to continued employment, (b) 33% (up to 150%) could be earned on achievement of the performance metrics, of which 6,582 shares were “earned” pursuant to the Compensation Committee certification on February 5, 2026, and will vest in three equal annual installments on March 11, 2026, March 11, 2027, and March 11, 2028, subject to continued employment, and (c) 33% (up to 250%) could be earned based on achievement of the performance metric following the date in 2028 that the Compensation Committee certifies achievement, at which time the PSUs will vest based on achievement, subject to continued employment as of such date.

  47. Outstanding Equity Awards at 2025 Fiscal Year-End

    (6) Represents the unvested portion of three time-based RSU and PSU grants for: (i) 7,912 RSUs awarded on March 10, 2025, which will vest in three equal annual installments on March 10, 2026, March 10, 2027, and March 10, 2028, subject to continued employment (ii) 11,863 time-based RSUs and PSUs awarded on March 11, 2025, of which (a) 33% of the RSUs vest in three equal annual installments on March 11, 2026, March 11, 2027, and March 11, 2028, subject to continued employment, (b) 33% (up to 150%) could be earned on achievement of the performance metrics, of which 2,304 shares were “earned” pursuant to the Compensation Committee certification on February 5, 2026, and will vest in three equal annual installments on March 11, 2026, March 11, 2027, and March 11, 2028, subject to continued employment, and (c) 33% (up to 250%) could be earned based on achievement of the performance metric following the date in 2028 that the Compensation Committee certifies achievement, at which time the PSUs will vest based on achievement, subject to continued employment as of such date; and (iii) 15,554 RSUs awarded on November 17, 2025, which will vest in three equal annual installments on November 17, 2026, November 17, 2027, and November 17, 2028, based on continued employment. (7) On August 28, 2025, Ms. Healy notified the Company of her decision to resign from her position as our Executive Vice President, Chief Financial Officer, effective immediately. In accordance with the applicable award agreements, all of Ms. Healy’s unvested equity awards and incentive awards were cancelled and forfeited, effective as of the Separation Date in October 2025.

  48. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table sets forth information for each of our NEOs regarding stock awards vested during 2025:

  49. Option Exercises and Stock Vested in Fiscal Year 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Andrew Rees | 57,176 | 5,762,256 | | Patraic Reagan | — | — | | Anne Mehlman | 12,294 | 1,219,640 | | Terence Reilly | 17,877 | 1,717,980 | | Rupert Campbell | — | — | | Susan Healy | 2,917 | 298,030 |

  50. Option Exercises and Stock Vested in Fiscal Year 2025

    (1) For stock awards, the value realized is calculated by multiplying the number of shares acquired on vesting by the closing price of our common stock on the vesting date. No stock options were exercised by our NEOs during 2025.

  51. Potential Payments on Termination or Change in Control

    Potential Payments on Termination or Change in Control

  52. Non-Qualified Deferred Compensation Plan in Fiscal Year 2025

    Non-Qualified Deferred Compensation Plan in Fiscal Year 2025 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 regarding our NQDC Plan for each of our NEOs in 2025:

  53. Non-Qualified Deferred Compensation Plan in Fiscal Year 2025

    | 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, 2025 ($) (3) | | Andrew Rees | — | — | 17,702 | — | 118,464 | | Patraic Reagan | — | — | — | — | — | | Anne Mehlman | 167,291 | — | 122,707 | — | 960,524 | | Terence Reilly | — | — | — | 37,485 | — | | Rupert Campbell | — | — | — | — | — | | Susan Healy | — | — | — | — | — |

  54. Non-Qualified Deferred Compensation Plan in Fiscal Year 2025

    (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” for 2025, and prior deferrals were similarly reflected in prior years, as applicable. (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 balance is shown net of brokerage and/or other account fees.

  55. 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.

  56. 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 ($) (g) | Net Income (Loss) ($ in millions) (h) | Enterprise Adjusted EBIT ($ in millions) (i) | | 2025 | 10,958,007 | 7,418,175 | 3,382,138 | 2,142,094 | 136.48 | 58.29 | (81.2) | 951.7 | | 2024 | 12,432,742 | 14,261,834 | 4,296,305 | 4,152,650 | 174.80 | 75.13 | 950.1 | 1,055.2 | | 2023 | 10,678,407 | 8,678,644 | 2,422,621 | 1,967,947 | 149.07 | 87.18 | 792.6 | 1,076.3 | | 2022 | 9,947,560 | (4,437,094) | 1,920,110 | (1,740,310) | 173.05 | 87.09 | 540.2 | 1,021.3 | | 2021 | 15,785,920 | 57,406,163 | 4,809,719 | 12,822,996 | 204.63 | 118.11 | 725.7 | 2,301.7 |

  57. 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 (c) 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 fiscal year 2025 to determine the CAP. The Company does not provide pensions and accordingly no values are shown for Change in the Actuarial Value of Pension Benefits or Average Pension Benefit Adjustments.

  58. Pay Versus Performance

    | | 2025 | | SCT Total Compensation for PEO | $10,958,007 | | Less: Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (7,432,802) | | Add: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 6,397,718 | | 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 from Prior Fiscal Year End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (1,994,005) | | Adjust for: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (510,743) | | Adjust for: Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Adjust for: Fair Value at Prior Fiscal Year-End of Awards Made in Prior Fiscal Years that were Forfeited During Covered Fiscal Year | — | | Compensation Actually Paid to PEO | $7,418,175 |

  59. Pay Versus Performance

    Consistent with the Summary Compensation Table, we are excluding fair value amounts for fiscal years 2026 and 2027 from the 2025-2027 Revenue/rTSR PSUs since the targets for fiscal years 2026 and 2027 were not determined in 2025. Apart from the 2025-2027 Revenue/rTSR PSUs, which is calculated using a Monte-Carlo simulation valuation performed as of the grant date by an independent third party, the grant date fair value of the time-based RSUs and all other PSUs is calculated based on our closing stock price on the grant date. 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 2025, Patraic Reagan, Anne Mehlman, Terence Reilly, Rupert Campbell and Susan Healy. •For 2024, Anne Mehlman, Susan Healy, Terence Reilly, Adam Michaels, and Thomas Britt. •For 2023, Anne Mehlman, Michelle Poole, Richard Blackshaw, and Adam Michaels. •For 2022, Anne Mehlman, Michelle Poole, Elaine Boltz, Richard Blackshaw, and Adam Michaels. •For 2021, Anne Mehlman, Michelle Poole, Daniel Hart, and Elaine Boltz. Column (e): Average 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 (e) 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 fiscal year 2025 to determine the CAP. The Company does not provide pensions and accordingly no values are shown for Change in the Actuarial Value of Pension Benefits or Average Pension Benefit Adjustments.

  60. Pay Versus Performance

    | | 2025 | | Average SCT Total Compensation for Non-PEO NEOs | $3,382,138 | | Less: Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (2,080,457) | | Add: Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 1,817,160 | | 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 from Prior Fiscal Year End of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (694,707) | | Adjust for: Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | (72,821) | | Adjust for: Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | | Adjust for: Awards Made in Prior Fiscal Years that were Forfeited During Covered Fiscal Year | (209,219) | | Average Compensation Actually Paid to Non-PEO NEOs | $2,142,094 |

  61. Pay Versus Performance

    Consistent with the Summary Compensation Table, we are excluding fair value amounts for fiscal years 2026 and 2027 from the 2025-2027 Revenue/rTSR PSUs since the targets for fiscal years 2026 and 2027 were not determined in 2025. Apart from the 2025-2027 Revenue/rTSR PSUs, which is calculated using a Monte-Carlo simulation valuation performed as of the date of grant by an independent third party, the grant date fair value of the time-based RSUs and all other PSUs is calculated based on our closing stock price on the grant date. 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., assuming $100 was invested on December 31, 2020 and valued on December 31 of each of 2025, 2024, 2023, 2022, and 2021, 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, 2025, 2024, 2023, 2022, and 2021. 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, 2025, 2024, 2023, 2022, and 2021. 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 partial impairment of the HEYDUDE indefinite-lived trademark and HEYDUDE Brand reporting unit goodwill, as well as costs incurred in connection with cost savings initiatives.

  62. 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 2025, 2024, 2023, 2022, and 2021 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.

  63. 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 relevant. Given the size and geographic composition of our retail workforce, we identified our median employee as of December 31, 2025, utilizing our internal records of salary and, for non-exempt employees, hourly rates and hours worked for the full fiscal year 2025. We have included all employees as of December 31, 2025, whether employed on a full-time, part-time, or seasonal basis (other than our Chief Executive Officer). We also annualized the compensation for those employees who were hired in 2025, 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, 2025. Using this methodology, we estimated our median employee to be a general warehouse employee. Our median employee earned annual total compensation of $37,736 in 2025. The annual total compensation of our Chief Executive Officer, as reported in the “Summary Compensation Table” above, was $10,958,007 in 2025. The ratio of the annual total compensation of our Chief Executive Officer to our estimated median employee for 2025 was approximately 290 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.