crox-20230427

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


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☒			Definitive Proxy Statement
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CROCS, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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CROCS, INC.

13601 Via Varra

Broomfield, Colorado 80020

____________________________________________________________________

NOTICE OF THE 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 20, 2023

____________________________________________________________________

To the Stockholders of Crocs, Inc.:

We will hold the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Crocs, Inc. on June 20, 2023 at 9:30 a.m. Eastern Time. The Annual Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/CROX2023, where you will be able to listen to the Annual Meeting live, submit questions, and vote. We believe the virtual Annual Meeting offers the same participation opportunities as an in-person Annual Meeting. Due to the impact of the COVID-19 pandemic, we have held our annual meetings of stockholders by means of remote communications only (i.e., a virtual-only annual meeting) since 2020. Based on our experiences at those meetings, we believe our virtual Annual Meeting format offers stockholders the same opportunities to participate as an in-person Annual Meeting and allows us to provide consistent opportunities for engagement to all stockholders, regardless of their geographic location. Therefore, we plan to hold the Annual Meeting by means of remote communications only.

The Annual Meeting’s purpose is to:

1.elect the two Class III director nominees named in the proxy statement;

2.ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2023;

3.hold an advisory vote to approve the compensation of our named executive officers;

4.hold an advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers; and

5.consider any other matters that properly come before the Annual Meeting or any postponement or adjournment thereof.

Only stockholders of record of our common stock at the close of business on April 21, 2023 are entitled to receive notice of, and to vote at, the Annual Meeting.

The list of stockholders entitled to vote at the Annual Meeting will be available for examination 10 days prior to the Annual Meeting at our principal executive office, 13601 Via Varra, Broomfield, Colorado 80020.

All stockholders are cordially invited to attend the Annual Meeting online. Whether or not you plan to attend the Annual Meeting online, please vote your shares as instructed in the Notice of Internet Availability of Proxy Materials, over the Internet, or by telephone after your receipt of hard copies of the proxy materials, as promptly as possible. You may also request a paper proxy card, which will include a postage-paid envelope, to submit your vote by mail, as described in the Notice of Internet Availability of Proxy Materials. You may also vote your shares online, and submit your questions during, the Annual Meeting. Instructions on how to vote while participating at the Annual Meeting live via the Internet are posted at www.virtualshareholdermeeting.com/CROX2023 and can be found in the proxy statement in the section entitled “Frequently Asked Questions About Voting and the Annual Meeting—How can I attend and vote at the Annual Meeting?”. Stockholders of record who attend the Annual Meeting online may withdraw their proxy and vote online if they so desire.


			BY ORDER OF THE BOARD OF DIRECTORS,
			/s/ Daniel P. Hart
			Daniel P. Hart Executive Vice President, Chief Legal and Risk Officer

Broomfield, Colorado

April 27, 2023

TABLE OF CONTENTS


Proxy Statement Summary						1
Frequently Asked Questions About Voting and the Annual Meeting						6
Proposal 1 - Election of Directors						11
Corporate Governance						16
Board of Directors and Committees of the Board						19
Executive Officers						24
Beneficial Ownership of our Securities						26
Certain Relationships and Related Person Transactions						28
Director Compensation						29
A Letter from the Chair of our Compensation Committee						31
Executive Compensation						32
Compensation Discussion and Analysis						32
Compensation Committee Report						46
Compensation Tables						47
Report of the Audit Committee						61
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm						62
Proposal 3 - Advisory Vote to Approve the Compensation of our Named Executive Officers						63
Proposal 4 - Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers						64
Other Matters						65
Stockholder Proposals and Nominations						65
Householding						65

Forward-Looking Statements

This proxy statements contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Statements that refer to, among other things, industry trends, projections of our future financial performance, anticipated trends in our business, expected effects of our initiatives, strategies, and plans, and other characterizations of future events or circumstances are forward-looking statements. These statements, which express management’s current views concerning future events or results, use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “plan,” “project,” “strive,” and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” “would,” and similar expressions or variations. Forward-looking statements are subject to risks, uncertainties and other factors, which may cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, those described in Part I - Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Annual Report”), elsewhere throughout the Annual Report, and those described from time to time in our past and future reports filed with the Securities and Exchange Commission. Caution should be taken not to place undue reliance on any such forward-looking statements. Moreover, such forward-looking statements speak only as of the date of this proxy statement. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements, except as required by applicable law.

PROXY STATEMENT SUMMARY

This is a summary of the information contained in this proxy statement, but it does not contain all of the information you should review and consider. You should read all of the information in this proxy statement before voting.


Information about the 2023 Annual Meeting of Stockholders

Date: Tuesday, June 20, 2023

Time: 9:30 a.m. Eastern Time

Place: www.virtualshareholdermeeting.com/CROX2023

Record Date: April 21, 2023

Voting: Stockholders of our common stock are entitled to vote


How to Vote

Internet: www.proxyvote.com

Phone: 1-800-690-6903

Mail: Return your marked proxy card in the enclosed postage-paid envelope

During the Annual Meeting: Attend the Annual Meeting on June 20, 2023

Internet and telephone voting help reduce the impact on the environment and our costs in connection with the Annual Meeting. You may vote by internet or telephone 24 hours a day, 7 days a week, until 11:59 p.m. Eastern Time on June 19, 2023. You will also be able to vote your shares electronically during the Annual Meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted at www.virtualshareholdermeeting.com/CROX2023 and can be found in this proxy statement in the section entitled “Frequently Asked Questions About Voting and the Annual Meeting—How can I attend and vote at the Annual Meeting?”. If you wish to revoke your proxy, see the information on page 10 of this proxy statement.

If you hold your shares in “street name” through a bank, broker or other holder of record, the record holder of your shares will send you voting instructions, which you must follow in order for your shares to be voted at the Annual Meeting. If you hold in street name and wish to attend the Annual Meeting and vote online, you should contact your broker, trustee, bank, or other holder of record to obtain your 16-digit control number or otherwise vote through your bank, broker, or other holder of record.

This proxy statement will first be made available to stockholders on or about April 27, 2023.


2022 Business and Financial Highlights

In 2022, we achieved record revenues and finished the year with very strong brand momentum.

•We acquired HEYDUDE on February 17, 2022, which contributed revenues of $895.9 million during the period from the date of acquisition through December 31, 2022. The HEYDUDE Brand became a new reportable operating segment on the acquisition date.

•We had record revenues of $3.6 billion, which increased 53.7% over last year. We grew Crocs Brand revenues 14.9%, compared to the same period in 2021.

•Digital sales represented 37.8% of 2022 revenues, compared to 36.7% in 2021. Direct-to-consumer comparable sales grew 15.0% in 2022, compared to 2021.

•We sold 115.6 million pairs of shoes worldwide for the Crocs Brand, an increase from 103.0 million pairs in 2021. We sold 30.5 million pairs of shoes for the HEYDUDE Brand in the partial period from February 17, 2022, the closing date of acquisition, through December 31, 2022.

•Gross margin was 52.3% compared to 61.4% in 2021, a decrease of 910 basis points. Gross margin for the Crocs Brand was 56.3% compared to 61.4% in 2021, due primarily to higher material and freight costs, offset in part by higher pricing and favorable product mix. Gross margin for the HEYDUDE Brand was 40.8%.

•Selling, general and administrative expenses (“SG&A”) were $1,009.5 million, an increase of $272.4 million, or 36.9%, compared to 2021, primarily as a result of increased investments in talent, marketing, and projects to fuel future growth, as well as costs associated with the acquisition of HEYDUDE and its related integration. As a percent of revenues, SG&A improved 350 basis points to 28.4% of revenues as a result of strong sales growth and our continued leveraging of operating costs.

•Income from operations was $850.8 million for the year ended December 31, 2022 compared to income from operations of $683.1 million for the year ended December 31, 2021. Our operating margin was 23.9%, compared to 29.5% in 2021, due primarily to lower gross margin and HEYDUDE integration expenses.

•Net income was $540.2 million compared to $725.7 million in 2021. Diluted net income per common share was $8.71 for the year ended December 31, 2022, compared to a diluted net income per common share of $11.39 for the year ended December 31, 2021. These amounts include an income tax expense of $178.3 million in 2022 and an income tax benefit of $61.8 million in 2021.

•In 2022, we ranked #3 in Forbes’ Best Employers for Women list, which featured the top 400 companies recognized for leading the way when it comes to trying to support women inside and outside their work forces.


Strong Total Shareholder Return in 2022 Compared to Peer Group

We delivered cumulative total shareholder return (“TSR”) among the market leaders in our peer group as measured for the year ended December 31, 2022*.

1 year

3 year

5 year

Crocs TSR

(15)%

159%

758%

Crocs Percent Rank in Peer Group *

74th Percentile

Highest

* Our peer group is listed in the “Compensation Discussion and Analysis” section below.

Proposals and our Board’s Voting Recommendations

Board Recommendation

Page

Election of Class III Directors (Proposal 1)

Thomas J. Smach

FOR

Beth J. Kaplan

FOR

Ratification of our Independent Auditor (Proposal 2)

FOR

Advisory Vote to Approve the Compensation of our Named Executive Officers (Proposal 3)

FOR

Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers (Proposal 4)

EVERY YEAR


Proposal 1—Election of Class III Directors (page 11)

Name

Age

Primary Occupation

Committee Memberships

Independent

Thomas J. Smach

Partner at Riverwood Capital Management

Audit; Governance and Nominating Committee

Yes

Beth J. Kaplan

Managing Member of Axcel Partners, LLC

Compensation; Governance and Nominating; Environmental, Social and Governance Steering Committee (Chair)

Yes


The Board recommends a vote “FOR” each of the Class III directors listed above.


Proposal 2—Ratify Independent Auditors (page 62)

In March 2023, the Audit Committee of our Board of Directors (our “Board”) approved the reappointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023. Our Board is asking for stockholder ratification of this appointment at the Annual Meeting.


The Board recommends a vote “FOR” the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2023.


Proposal 3—Advisory Vote to Approve Named Executive Officer Compensation (Advisory Say-on-Pay Vote) (page 63)

The objectives of our executive compensation program are to:

Align our executives’ compensation with our stockholders’ interests

Hold our executives accountable to stockholders

Assure that our total compensation program aligns with good corporate governance and best practices

Attract and retain exemplary executive talent who are able to succeed in our fast-paced, rapidly evolving company

Motivate our executives to achieve our financial and strategic business objectives by paying them for performance


GOVERNANCE BEST PRACTICES:

• Majority independent Board						• Reasonable change in control protections

• Fully independent Compensation Committee						• No excise tax gross-ups

• Independent compensation consultant to the Compensation Committee						• Reasonable severance benefits

• No compensation policies and programs that give rise to excessive risks						• Limited executive perquisites and benefits

• Annual say-on-pay vote (receiving 98% support in 2022)						• No hedging or pledging permitted by executive officers, other employees, and directors

• Robust stock ownership guidelines for both executive officers and directors						• No repricing of stock options or stock appreciation rights

• Portion of compensation tied to ESG (as defined below) performance						• Majority vote director resignation policy

• Clawback of incentive-based compensation						• No single-trigger vesting of equity awards that are assumed in the event of a change in control

• Reasonable Board tenure and refreshment efforts						• Regular executive sessions of independent directors

• Independent chairperson of the Board						• Committed to sustainable business practices

• Annual self-evaluation of Board and committees

We strive to pay our executives based on performance.

•Almost 90% of our targeted 2022 compensation for our Chief Executive Officer was in the form of performance-based bonuses or long-term equity awards.

•Based on our operating results in 2022, the Compensation Committee approved payouts of 94%, 80%, and 123% of target for the annual cash incentive bonus for the Enterprise, Crocs Brand, and HEYDUDE Brand scorecards, respectively. The Compensation Committee also approved 90% of target for the performance-based restricted stock units. These performance-based awards were earned by our executives as our Company strived to achieve improvements in financial and operational performance against pre-established performance goals set by the Compensation Committee.

•The Compensation Committee approved changes to our annual cash incentive plan and long-term incentive program designs in 2022. Our annual cash incentive plan is now comprised of enterprise- and brand-specific scorecards, depending on a particular named executive officer’s role within the Company.

Please see the “Compensation Discussion and Analysis” section below for more information on our executive compensation program.


The Board recommends a vote “FOR” the advisory vote to approve the compensation of the Company’s named executive officers.


Proposal 4 - Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Officers (page 57)

We are required to hold an advisory vote on the frequency of the advisory vote to approve the compensation of our named executive officers every six years. When we last held this vote in 2017, our stockholders selected a frequency of every year. We have held an advisory vote on the compensation of our named executive officers every year since 2011. We believe that continuing to hold an advisory vote on an annual basis is in the best interest of our stockholders.


The Board recommends a vote for a frequency of “EVERY YEAR” for future advisory votes to approve the compensation of our named executive officers.

CROCS, INC.

13601 Via Varra

Broomfield, Colorado 80020

_______________________________________________________________________

2023 ANNUAL MEETING OF STOCKHOLDERS

_______________________________________________________________________

PROXY STATEMENT

FREQUENTLY ASKED QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING

Why did I receive these proxy materials?

Crocs, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”) is providing these proxy materials in connection with the solicitation by our Board of Directors (the “Board”) of proxies to be voted at our 2023 Annual Meeting of Stockholders (the “Annual Meeting”), to be held on June 20, 2023 at 9:30 a.m. Eastern Time, online at www.virtualshareholdermeeting.com/CROX2023, or at any postponement or adjournment thereof. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CROX2023 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. Only stockholders with a valid 16-digit control number will be able to attend the Annual Meeting, vote, and ask questions.

This proxy statement will first be made available to stockholders on or about April 27, 2023.

Under the rules of the Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our stockholders over the Internet, rather than mailing printed copies. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials, unless you request one as instructed in that notice. Instead, the Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review the proxy materials on the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 20, 2023. This proxy statement and our 2022 annual report to stockholders are available at www.proxyvote.com.

What is contained in this proxy statement?

This proxy statement relates to proposals to be voted on at our Annual Meeting, the process for voting, our Board and committees of our Board, information about the compensation of our directors and certain executive officers for the year ended December 31, 2022, as well as other important information. We encourage you to read this entire proxy statement prior to voting your shares.

Who is entitled to vote?

Stockholders of record of our common stock at the close of business on April 21, 2023 are entitled to notice of, and to vote at, the Annual Meeting. On the record date, there were 62,025,478 shares of our common stock outstanding, for aggregate votes of 62,025,478 (or one vote per share) on all matters at the Annual Meeting.

control number or otherwise vote through the broker, trustee, bank, or other holder of record. Only stockholders with a valid 16-digit control number, will be able to attend the Annual Meeting, vote, and ask questions. The Annual Meeting webcast will begin promptly at 9:30 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 9:15 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

What constitutes a quorum at the Annual Meeting?

A quorum is required to conduct business at the Annual Meeting. The holders of a majority of the voting power of the outstanding shares entitled to vote generally in the election of directors must be present in person, or by remote communication, or by proxy at the Annual Meeting in order for a quorum to exist. Abstentions and broker non-votes count as present for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker returns a proxy card but does not vote on one or more matters because the broker does not have the authority to do so without instructions from the beneficial owner. Shares represented by proxies that are marked withhold with respect to the election of our Class III directors will be counted as present in determining whether there is a quorum.

What am I voting on?

We are asking for your vote on the following three proposals at the Annual Meeting:

1.The election of the two Class III director nominees named in this proxy statement to serve until the 2026 Annual Meeting of Stockholders.

2.Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

3.An advisory vote to approve the compensation of our named executive officers.

4.An advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers.

How do I vote?

Vote by Internet

If you are a stockholder of record, you may vote your proxy over the Internet by following the instructions on the Notice of Internet Availability of Proxy Materials or, if you requested printed copies of our proxy materials, by following the instructions on the printed proxy card you received. Most beneficial stockholders (“street name” holders) may vote by accessing the website specified on the voting instruction forms provided by their brokers, trustees, banks or other nominees.

Vote by Telephone

If you are a stockholder of record, you may vote your proxy by touch-tone telephone from within the U.S. by following the instructions on the Notice of Internet Availability of Proxy Materials or, if you requested printed copies of the proxy materials, by following the instructions on the printed proxy card. Most beneficial stockholders (“street name” holders) may vote by calling the number specified on the voting instruction forms provided by their brokers, trustees, banks, or other nominees.

Vote by Mail

If you are a stockholder of record, you may vote your proxy by mail by requesting printed proxy cards, completing, signing, and dating the printed proxy cards and mailing them in the postage-paid envelope that will accompany the printed proxy materials. Beneficial owners (“street name” holders) may vote by completing, signing, and dating the voting instruction form provided and mailing it in the postage-paid envelopes accompanying the voting instruction forms.

What if I don’t provide voting instructions?

If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by our Board. If you are a beneficial owner and you return your signed voting instruction form but do not indicate your voting preferences, your broker, trustee, bank, or other holder of record may not vote your uninstructed shares on any proposal other than Proposal 2.

Vote online by attending the Annual Meeting

All stockholders as of the close of business on April 21, 2023, the record date, can vote online at the Annual Meeting by attending the Annual Meeting online and following the instructions posted at www.virtualshareholdermeeting.com/CROX2023. If you are a beneficial owner who does not have a control number, you may gain access to the Annual Meeting by logging into your brokerage firm’s website and selecting the shareholder communications mailbox to link through to the Annual Meeting. Instructions should also be provided on the voting instruction card provided by your broker, trustee, bank, or other holder of record. Even if you plan to attend the Annual Meeting online, we recommend that you also vote either by Internet, by telephone, or by mail so that your vote will be counted if you later decide not to attend.

How can I attend and vote at the Annual Meeting?

This year’s Annual Meeting will be held entirely online live via audio webcast. In structuring our virtual Annual Meeting, our goal is to enhance stockholder participation. We have designed the virtual Annual Meeting to provide stockholders with substantially the same opportunities to participate as if the Annual Meeting were held in person, and we believe the virtual Annual Meeting accomplishes this goal. We aim to provide a consistent experience to all stockholders regardless of their geographic location. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/CROX2023. If you were a stockholder as of the record date for the Annual Meeting and you have your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials, you can vote at the Annual Meeting.

Due to the impact of the COVID-19 pandemic, we have held our annual meetings of stockholders by means of remote communications only (i.e., a virtual-only annual meeting) since 2020. Based on our experiences at those meetings, we believe our virtual Annual Meeting format offers stockholders the same opportunities to participate as an in-person Annual Meeting and allows us to provide consistent opportunities for engagement to all stockholders, regardless of their geographic location. Therefore, we plan to hold the Annual Meeting by means of remote communications only.

A summary of the information you need to attend the Annual Meeting online is provided below:

•To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

•The Annual Meeting webcast will begin promptly at 9:30 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 9:15 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

•The virtual meeting platform is fully supported across browsers (Chrome, Firefox, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

•Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/CROX2023.

•Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/CROX2023 on the day of the Annual Meeting.

•If you want to submit your question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/CROX2023, type your question into the “Ask a Question” field, and click “Submit.”

•The question and answer session will also include questions submitted in advance of the Annual Meeting. You may submit a question in advance of the Annual Meeting at www.virtualshareholdermeeting.com/CROX2023.

•Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product issues, or suggestions for product innovations, are not pertinent to Annual Meeting matters and therefore will not be answered. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. We have designed the format of the virtual Annual Meeting to ensure that our stockholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting. Any questions

pertinent to Annual Meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at the “Investor Relations” section of our website at www.crocs.com. The questions and answers will be available as soon as practical after the Annual Meeting and will remain available until one week after posting.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your broker, trustee, bank or other holder of record to obtain your 16-digit control number or otherwise vote through the broker, trustee, bank or other holder of record. Only stockholders with a valid 16-digit control number, will be able to attend the Annual Meeting, vote, and ask questions.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

What vote is required for the proposals to pass?

If a quorum is present at the Annual Meeting, the following vote is required for approval of each matter to be voted on.

Proposal 1 - Election of Directors The two Class III director nominees receiving the highest number of “for” votes cast online at the Annual Meeting or by proxy at the Annual Meeting will be elected as directors. Proxies marked withhold and broker non-votes will have no effect on the outcome of this proposal. Cumulative voting is not permitted. See “Corporate Governance—Majority Vote Director Resignation Policy” (below) regarding the requirement that director nominees tender their resignation if they receive a greater number of votes “withheld” from their election than votes “for” such election.

Proposal 2 - Ratification of Appointment of Deloitte & Touche LLP The affirmative vote of a majority of the voting power of the shares present in person, or by remote communication, or by proxy and entitled to vote on the proposal is required for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Abstentions will have the effect of voting against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 3 - Advisory Vote to Approve the Compensation of our Named Executive Officers The affirmative vote of a majority of the voting power of the shares present in person, or by remote communication, or by proxy and entitled to vote on the proposal is required to approve the advisory resolution to approve the compensation of our named executive officers. Abstentions will have the effect of voting against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 4 - Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of our Named Executive Directors The voting frequency option that receives the highest number of votes cast by the holders of the shares present in person, or by remote communication, or by proxy and entitled to vote on the proposal will be deemed the frequency for the advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

Approval of All Other Proposals With respect to any other matters properly brought before the Annual Meeting, the affirmative vote of a majority of the voting power of the shares present in person, or by remote communication, or by proxy and entitled to vote on such proposals will be the act of the stockholders. Abstentions will have the effect of voting against these proposals. Broker non-votes will have no effect on the outcome of these proposals.

What are the Board’s Recommendations?

Our Board’s recommendation is set forth together with the description of each proposal. In summary, our Board recommends a vote:

•FOR the election of each of the Class III director nominees (Proposal 1);

•FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023 (Proposal 2);

•FOR the advisory vote to approve the compensation of our named executive officers (Proposal 3); and

•For a frequency of EVERY YEAR for future advisory votes to approve the compensation of our named executive officers (Proposal 4).

What if I don’t provide voting instructions?

Whether or not you are able to personally attend the Annual Meeting online, you are encouraged to vote your shares as instructed in the Notice of Internet Availability of Proxy Materials. Shares represented by properly executed methods, and not revoked prior to the Annual Meeting, will be voted at the Annual Meeting as directed in the proxy. If no directions are specified, such proxies will be voted FOR each of Proposals 1, 2, and 3, for a frequency of EVERY YEAR for Proposal 4, and in the best judgment of the proxy holders as to other matters that may properly come before the Annual Meeting.

If your shares are held in the name of a bank or brokerage firm, your bank or broker will send you a separate package describing the procedures and options for voting your shares. You should follow the instructions provided by your bank or brokerage firm. On routine matters, such as the ratification of the appointment of our independent registered public accounting firm, your broker will vote your shares for you at his or her discretion if you do not instruct your broker how to vote. For non-routine matters, which include all other matters to be voted upon at the Annual Meeting, your broker may not vote your shares without specific voting instructions from you.

Can I change my vote after I have voted?

Any stockholder giving a proxy has the power to revoke the proxy, or change the proxy, at any time before the proxy is voted at the Annual Meeting by (i) re-voting online at www.proxyvote.com or by telephone, (ii) sending another properly executed proxy bearing a later date or a written notice of revocation of the proxy to Corporate Secretary, Crocs, Inc., 13601 Via Varra, Broomfield, Colorado 80020, or (iii) attending the Annual Meeting online and voting by following the instructions at www.virtualshareholdermeeting.com/CROX2023.

Your attendance at the Annual Meeting online will not, by itself, constitute revocation of your proxy.

How will the votes be counted?

A representative of Broadridge, our inspector of election, will tabulate and certify the votes.

Who pays for the solicitation of proxies for the Annual Meeting?

Our Board is soliciting the proxies for the Annual Meeting. We will bear the entire cost of this proxy solicitation. We have retained the services of Okapi Partners LLC (“Okapi Partners”), a professional proxy solicitation firm, to aid in the solicitation of proxies. Okapi Partners may solicit proxies by personal interview, mail, telephone, facsimile, email or otherwise. We will pay Okapi Partners its customary fee, estimated to be approximately $10,500, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. We may also reimburse brokers, custodians, nominees and other fiduciaries for normal handling charges incurred for forwarding proxy materials to beneficial owners. Solicitation of proxies may be made personally or by mail, telephone, email or otherwise by our directors, officers and other employees, who will receive no additional compensation for such services.

Why hold a virtual meeting?

We believe the virtual Annual Meeting offers the same participation opportunities as an in-person Annual Meeting. Due to the impact of the COVID-19 pandemic, we have held our annual meetings of stockholders by means of remote communications only (i.e., a virtual-only annual meeting) since 2020. Based on our experiences at those meetings, we believe our virtual Annual Meeting format offers stockholders the same opportunities to participate as an in-person Annual Meeting and allows us to provide consistent opportunities for engagement to all stockholders, regardless of their geographic location. Therefore, we plan to hold the Annual Meeting by means of remote communications only.

How can I find the results of the voting after the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

PROPOSAL 1 - ELECTION OF DIRECTORS

Board Composition

Our Board currently consists of eight 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.


Class III terms expire at the 2023 annual meeting:
Thomas J. Smach
Beth J. Kaplan
Class I terms expire at the 2024 annual meeting:
Ronald L. Frasch
Andrew Rees
Charisse Ford Hughes
Class II terms expire at the 2025 annual meeting:
Ian M. Bickley
Tracy Gardner
Douglas J. Treff

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 eight. The authorized number of directors may be changed by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the Board can be filled by resolution of the Board.

Upon the recommendation of the Governance and Nominating Committee, the Board has nominated Ms. Kaplan and Mr. Smach for re-election as Class III directors to serve for a three-year term expiring at the 2026 annual meeting of stockholders.

A stockholder cannot vote for more than two nominees. Each of the director nominees has consented to serve for a three-year term. We do not contemplate that either of the nominees will be unable to stand for election, but should either 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.

Director Nomination Process and Director Qualifications

The Governance and Nominating Committee’s process for identifying potential director candidates and the factors considered by the Governance and Nominating Committee in evaluating potential candidates are described below. In identifying potential director candidates, the Governance and Nominating Committee relies on recommendations from a number of sources, including current directors and officers. The Governance and Nominating Committee may also hire outside consultants, search firms, or other advisors to assist in identifying director candidates. We do not have a separate policy regarding director candidates recommended by stockholders, but the Governance and Nominating Committee will consider director candidates recommended by stockholders on the same basis as it considers other candidates. Any stockholder wishing to recommend a candidate for consideration by the Governance and Nominating Committee may do so by submitting a written recommendation to the Governance and Nominating Committee in accordance with the procedures set forth under “Stockholder Proposals and Nominations.”

In evaluating a director candidate, our Governance and Nominating Committee considers, among other things, the candidate’s judgment, knowledge, personal and professional integrity, ethics and values, diversity, expertise, business and industry experience, and other expertise, which is likely to enhance the Board’s ability to govern our affairs and business. We do not have a separate policy regarding consideration of diversity in identifying director nominees, but the Governance and Nominating Committee strives to nominate directors with a variety of complementary skills and backgrounds so that, as a group, the Board will possess a broad perspective and the appropriate talent, skills, and expertise to oversee our business. For example, over the last three years, the Board added Ms. Beth J. Kaplan, Ms. Charisse Ford Hughes, and Ms. Tracy Gardner to the Board, and the Board believes they have provided valuable experience and insight, along with additional gender and racial diversity to the Board. The Governance and Nominating Committee also takes into account independence requirements imposed by law or regulations (including the Nasdaq listing standards). In the case of director candidates recommended by stockholders, the Governance and Nominating Committee may also consider the number of shares held by the recommending stockholder, the length of time that such shares have been held and the relationship, if any, between the recommending stockholder and the recommended director nominee.


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

Class III Director Nominees


Thomas J. Smach (Class III)			Mr. Smach, age 62, has served as the Chairperson of the Board since June 2011, and as a member of the Board since April 2005. Since 2008, Mr. Smach has been a co-founding partner of Riverwood Capital Management, a private equity firm. From January 2005 to June 2008, Mr. Smach served as the Chief Financial Officer of Flextronics International (“Flextronics”), a Nasdaq-listed electronics manufacturing services (“EMS”) provider. From April 2000 to December 2004, Mr. Smach served as Senior Vice President-Finance of Flextronics. From 1997 to April 2000, he served as the Senior Vice President, Chief Financial Officer and Treasurer of The Dii Group, Inc., an EMS provider and publicly-traded company that merged with Flextronics in early 2000. In addition to currently serving on the board of various private companies around the world, Mr. Smach also served on the board of various public companies in both the United States and Germany. Mr. Smach is a certified public accountant (inactive). Mr. Smach has extensive accounting and financial management experience having served as the chief financial officer of global public companies and on the Boards of both public and private companies. In addition, Mr. Smach has significant experience with international manufacturing and business from his leadership positions at Riverwood Capital Management and Flextronics. This experience is useful in light of our 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 our Audit Committee and as the Board’s Chairperson.

Beth J. Kaplan (Class III)			Ms. Kaplan, age 65, has served as a member of the Board since January 2020. She is a venture partner at Revolution Ventures and is the managing member of Axcel Partners, LLC, a venture capital firm investing in early stage and growth companies, since 2001. Ms. Kaplan served as President and Chief Operating Officer at Rent the Runway, Inc., a Nasdaq-listed e-commerce apparel company, from 2013 to 2015 and has served on its Board of Directors since February 2014 and also serves as chair of its Compensation Committee and on its Audit Committee. She has also served on the board of Brilliant Earth Group, Inc., a Nasdaq-listed digital-first jewelry company (“Brilliant Earth”) since October 2020 and serves as chair of its Compensation Committee and on its Nominating and Corporate Governance Committee. She has served on the Boards of several early stage growth companies, including Care/of (which is majority owned by Bayer, Inc.) since 2018 and Coopers Hawk since 2020, and she served on the Board of Framebridge (which is owned by Graham Holdings) from 2016 to 2020. Previously, Ms. Kaplan served as President and Chief Merchandising and Marketing Officer, and as a director, at General Nutrition Centers (“GNC”) 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 from 2002 to 2005, Executive Vice President of Marketing and Merchandising at Rite Aid Corporation from 1996 to 1999, and President and General Manager of the U.S. Cosmetics and Fragrance division at The Procter & Gamble Company. Ms. Kaplan served as a member of the Board of Directors of Meredith Corporation, a publicly traded media conglomerate, from January 2017 until December 2021 and was formerly the Chairperson of the Human Resource and Compensation Committee and a member of its Finance/Audit Committee. In addition, Ms. Kaplan joined the board of Howard Hughes Corporation, a publicly traded commercial, residential and mixed-use real estate company, in December 2017 and currently serves on its Audit and Risk Committees and is the chairperson of its Nominating and Governance Committee. 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.

Information About Continuing Directors

Class I Directors


Ronald L. Frasch (Class I)			Mr. Frasch, age 74, has served as a member of the Board since October 2006 and served as our Lead Director from November 2012 to January 2016. Mr. Frasch has been the founder of Ron Frasch Associates, an industry consulting firm, since 2014. Previously, he 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 served as a director of EVINE Live, Inc., a Nasdaq-listed digital commerce company. Mr. Frasch also has served as a director of Burberry Ltd. since 2017. Mr. Frasch served as President and Chief Merchandising Officer of Saks Fifth Avenue, a division of Saks, Incorporated, a NYSE-listed luxury fashion retailer, from February 2007 until the merger of Saks, Incorporated with Hudson’s Bay Company in November 2013. From November 2004 until January 2007, he held the post of Vice Chairperson and Chief Merchant of Saks Fifth Avenue. From January 2004 to November 2004, he was employed by Saks in a non-executive capacity. From April 2000 to January 2004, Mr. Frasch served as Chairperson and Chief Executive Officer of Bergdorf Goodman (a subsidiary of Neiman Marcus Group, Inc.) 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 from 1994 to 1996. Mr. Frasch has extensive executive expertise in the fashion retail industry, which is valuable to the Board and management in understanding the consumer retail and fashion industry, including current buying trends by our wholesale customers.

Andrew Rees (Class I)			Andrew Rees, age 56, has served as a member of the Board since June 2017 and is currently the Chief Executive Officer and Principal 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., Mr. Rees served as a consultant for Crocs from 2013 to 2014, supporting the development and execution of the Company’s strategic growth plan. Previously, Mr. Rees served as Vice President of Strategic Planning and Vice President of Retail Operations for Reebok International. He also held a variety of positions at Laura Ashley from 1994 to 1996. Mr. Rees has extensive executive expertise in the footwear and retail industry and day-to-day knowledge of our operations as Chief Executive Officer.

Charisse Ford Hughes (Class I)			Charisse Ford Hughes, age 52, has served as a member of the Board since September 2020 and is currently the Senior Vice President and Chief Brand & Advanced Analytics Officer of Kellogg Company (“Kellogg”), a role she has held since March 2022. Prior to this role, Ms. Ford Hughes served as the Senior Vice President and Global Chief Marketing Officer of Kellogg from September 2020 to March 2022. Before joining Kellogg, Ms. Ford Hughes served as Chief Marketing Officer for the Americas region of Pandora Jewelry 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. (from August 2005 to July 2014), Avon Products, Inc. (from 2001 to 2005), and the Sara Lee Corporation (from 1997 to 2001). Ms. Ford Hughes currently serves on the board of Delivering Good, Inc. and as a board advisor to Prelude Growth Partners 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.

Class II Directors


Ian M. Bickley (Class II)			Mr. Bickley, age 59, has served as a member of the Board since April 2015. Mr. Bickley has served as the interim CEO of The Body Shop, owned by Natura & Co. Holding S.A., a NYSE-listed Brazilian global beauty and cosmetics company, since April 2023. Mr. Bickley served as an Executive Officer of Tapestry, Inc. (“Tapestry”), a NYSE-listed 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, Mr. Bickley 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. He has served on the Board of Directors, Audit Committee, and Nominating and Corporate Governance Committee of Brilliant Earth since June 2021 and as a strategic advisor for Mycoworks Inc., a biotechnology company, since June 2021. Mr. Bickley served on the Board of Directors and Strategy Committee of Natura & Co. Holding S.A. from April 2019 to April 2023. Mr. Bickley brings more than 25 years of global multi-channel fashion and lifestyle brand building and distribution experience to the Board. At Tapestry, Mr. Bickley was an important leader and architect in the global expansion of the Coach brand in addition to the transformation of the company into a global multi-brand business and organization with three brands, more than 21,000 employees, and distribution in over 70 countries. His experience provides the Board with significant perspective and insight into the development of global brands, multi-channel retailing, and emerging market and channel opportunities.

Tracy Gardner (Class II)			Ms. Gardner, age 59, has served as a member of the Board since June 2021. She has served as Principal of Tracy Gardner Consultancy since 2010. Previously, Ms. Gardner served as Chief Executive Officer of dELiAs Inc., an omni-channel retail company, primarily marketing to teenage girls, from 2013 to 2014. dELiAs Inc. filed voluntary petitions for relief under Chapter 11 in December 2014. Prior to that time, she held a number of leadership roles at J. Crew Group, Inc. from 2004 to 2010, where she ultimately served as President. From 1999 to 2004, she held various positions with Gap Inc. (“Gap”). She also served as a director of Lands’ End from 2014 to 2015. Ms. Gardner has served on the Board of Directors of Gap since November 2015 and currently serves as the chairperson of its Compensation & Management Development Committee. Additionally, Ms. Gardner has served on the Board of Directors of Rowan, a privately-held ear piercing and jewelry omnichannel business, since December 2021. With over 30 years of experience, Ms. Gardner is a retail industry veteran who brings deep product and operational expertise and experience to the Board as an operator, merchant, creative director and leader in growing multi-channel brands.

Douglas J. Treff (Class II)			Mr. Treff, age 65, has served as a member of the Board since June 2016. He currently serves as the Senior Vice President and Chief Financial Officer of World Vision, Inc., an international relief and development organization. He served as Executive Vice President and Chief Administrative Officer of Payless Holdings, Inc. 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 served as Executive Vice President and Chief Administrative Officer of Sears Canada Inc. from 2006 to 2007, having been seconded to Sears Canada from Sears Holdings. Mr. Treff served as the Senior Vice President and Chief Financial Officer of Deluxe Corporation from 2000 to 2006. From 1990 to 2000, he held Chief Financial Officer and other leadership roles in finance at Wilsons The Leather Experts Inc., including serving as Vice President, Finance of Wilsons since 1993 and as Chief Financial Officer and Assistant Secretary since 1996. 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 provides the Board with significant expertise and perspective relating to financial management, audit committee oversight, and global retail operations.

CORPORATE GOVERNANCE

We are committed to maintaining sound corporate governance practices. The Board has formalized several policies, procedures and standards of corporate governance, including our Corporate Governance Guidelines, some of which are described below. We continue to monitor best practices and legal and regulatory developments with a view to further evolving our governance policies and procedures, as appropriate.


Corporate Governance Guidelines Our Corporate Governance Guidelines (the “Corporate Governance Guidelines”) are designed to assure the continued vitality of the Board and excellence in the execution of its duties. Our Corporate Governance Guidelines establish the practices and procedures of the Board with respect to Board composition and member selection, Board independence, Board meetings and involvement of senior management, management succession planning, Board committees and the evaluation of senior management and the Board. The Board periodically reviews our Corporate Governance Guidelines and updates them as necessary to reflect improved corporate governance practices and changes in regulatory requirements. A copy of our Corporate Governance Guidelines is available in the “Investor Relations” section of our website at www.crocs.com.

Majority Vote Director Resignation Policy Our Corporate Governance Guidelines contain a Director Resignation Policy. Under this policy, any nominee for director who receives a greater number of votes “withheld” from his or her election than votes “for” such election is required to offer his or her resignation to the Board following certification of the stockholder vote. Within 90 days following the certification of the vote, the independent directors on the Board would consider the offer of resignation and determine whether to accept or reject the tendered resignation. This policy does not apply in contested elections.

Director Independence Nasdaq listing standards require that the Board consist of a majority of independent directors. The Board has determined that Messrs. Bickley, Frasch, Smach, and Treff and Mss. Ford Hughes, Gardner and Kaplan are independent directors as defined by Nasdaq listing standards. The Board makes a determination regarding the independence of each director annually based on relevant facts and circumstances. Applying the standards and independence criteria defined by the Nasdaq listing standards, the Board has made a determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director.

Annual Evaluations of the Board and Board Committees Each year, through the Governance and Nominating Committee, the Board, and each Board committee conducts self-evaluations to assess their respective performances and consider potential areas of improvement. The assessments focus on the effectiveness of the Board and each Board committee, assessed against their respective responsibilities as set forth in the Corporate Governance Guidelines and each committee charter. Directors consider matters such as fulfillment of the Board’s and their individual primary responsibilities, effectiveness of discussion and debate at meetings, the quality and timeliness of Board and Board committee materials and presentations, the composition of the Board and each Board committee (including experience, skills and independence of members), and effectiveness of the Board’s and each Board committee’s processes. Responses are reviewed and shared with the Chair of the Board and the chairs of the respective Board committees, and appropriate responsive actions are considered as necessary.

Communicating with Directors Stockholders or other interested parties who wish to communicate with the Board or with specified individual directors may do so by mailing such written communication to: Corporate Secretary, Crocs, Inc., 13601 Via Varra, Broomfield, Colorado 80020. The Corporate Secretary will review all correspondence and will forward to the Board or an individual director a summary of the correspondence received and copies of correspondence that the Corporate Secretary determines is required to be directed to the attention of the Board or such individual director. Our Corporate Secretary reserves the right not to forward to Board members any inappropriate materials. The Board or any individual director may at any time request copies and review all correspondence received by the Corporate Secretary that is intended for the Board or such individual director.

Board Leadership The Board does not have a formal policy regarding separation of the roles of Chief Executive Officer and Chairperson of the Board. The Board believes it is in our best interests to make that determination based on current circumstances. The Board has, however, determined that an independent director serving as Chairperson is in the best interests of our stockholders at this time. This structure ensures a greater role of independent directors in the active oversight of our business, including risk management oversight, and in setting agendas and establishing Board priorities and procedures. This structure also allows the Chief Executive Officer to focus to a greater extent on the management of our day-to-day operations. The Board believes this split structure recognizes the time, effort, and energy the Chief Executive Officer is required to devote to the position in the current business environment, as well as the commitment required to serve as the Chairperson.


Risk Oversight The full Board is actively involved in oversight of risks that could affect us. The Board implements its risk oversight function both as a whole and through delegation to its committees. These committees meet regularly and report back to the full Board. Our risk oversight framework also aligns with our disclosure controls and procedures. For example, our quarterly and annual financial statements and related disclosures are reviewed by management, including our VP, Global Controller, all of whom participate in the risk assessment practices described below. Our Chief Executive Officer and our Chief Financial Officer then receive a report from management and the external auditor before the financial statements are reviewed with the Audit Committee and Board, approved, and then filed. The Audit Committee has primary oversight responsibility with respect to financial risks as well as oversight responsibility for our overall risk assessment and risk management policies and systems. The Audit Committee oversees our procedures for the receipt, retention, and treatment of complaints relating to accounting and auditing matters and oversees our management of legal and regulatory compliance systems. The Audit Committee regularly interacts with our accounting and legal personnel, internal audit team, and our outside auditors in fulfillment of this oversight function. Our Audit Committee also oversees risks related to our information technology systems, processes, and procedures, including risk related to cybersecurity. The Compensation Committee oversees risks relating to our compensation plans and programs. The Compensation Committee has reviewed and considered our compensation policies and programs in light of the Board’s risk assessment and management responsibilities and will do so in the future on an annual basis. The Compensation Committee believes that we have no compensation policies and programs for our executives and other employees that give rise to risks reasonably likely to have a material adverse effect on us. The Compensation Committee also, on at least an annual basis, considers and evaluates the independence and potential conflicts of interest of its advisors, including its compensation consultant, Meridian Compensation Partners, LLC (“Meridian”). The Governance and Nominating Committee oversees risks associated with corporate governance and related matters as well as the structure and performance of the Board and its committees. The Chief Legal and Risk Officer and/or the enterprise risk team regularly reports as needed to the chief compliance officer and is charged with oversight of our enterprise risk management program, which is an ongoing, enterprise-wide program designed to enable effective and efficient identification of, and management visibility into, critical enterprise risks over the short-, intermediate-, and long-term, and to facilitate the incorporation of risk considerations into decision making across the Company, and assessing and managing our legal, regulatory, and other compliance obligations on a global basis. In particular, we believe our enterprise risk management program helps clearly define risk management roles and responsibilities, brings together management to discuss risk, promotes visibility and constructive dialogue around the risks relevant to our strategy and operations and helps facilitates appropriate risk response strategies at the Board, committee, and management levels across our Company. The Chief Legal and Risk Officer regularly reports to the Audit Committee and other relevant committees of the Board, regarding our enterprise risk management program, including information security matters, and legal and compliance affairs. The Chief Legal and Risk Officer and the Chief Financial Officer also coordinate the day-to-day risk management process and report directly to the Audit Committee. The internal audit team performs an enterprise risk assessment annually, and updates the Audit Committee and other relevant committees of the Board regarding our risk analyses, assessments, risk mitigation strategies, and activities. For certain risks, we may apply a longer-term lens of review, monitoring, and mitigation activities, upon assessing potential impacts to our business in partnership with other internal functions and with input from industry data sources and benchmarking conversations. From time to time, we also utilize industry information sources, such as professional services firms or subscription resources, to assess trends and benchmarking data relevant to our industry to assist in determining certain risk trends and changes. Management then develops response plans for risks categorized as requiring management focus based on performance indicators and monitors other identified risk areas. Senior management provide reports on the risk portfolio and risk response efforts to other members of senior management and to the Audit Committee. We operate a risk-based cybersecurity program dedicated to protecting the confidentiality, integrity, and availability of our information. We utilize a layered approach in protecting against, and the detection of, cyber-attacks, and leverage outside partnerships to gain intelligence on threats and continue to adjust our protection mechanisms to be effective. We also use state-of-the-art technology to monitor systems for anomalous behavior. In the event an incident were to occur, a Security Incident Response Team would be convened that consists of members from many functions, including legal counsel. We also have an information security risk insurance policy that would defray the costs of an information security breach and an information security training and compliance program in place. Although we have numerous controls to protect against common attacks, some attacks may still be effective. Our controls are designed to detect, triage and eradicate these attacks. Over the past three years, there have been no known material breaches, and no expenses related to the investigation of such breaches. Senior management also updates the Audit Committee at least annually, or more frequently as needed, regarding our directors and officers insurance coverage and on matters regarding certain financial risks. Climate change is a serious concern that warrants meaningful action on a global basis. We believe it is important to address climate change not only as a risk and moral imperative but also a business opportunity to imaginatively innovate products that help our customers and communities thrive in a carbon-constrained world. Management considers risks as identified by the Financial Stability Board Task Force on Climate-related Financial Disclosures in its risk management process. Management assesses the significance of environmental and climate-related risks and provides regular updates to the Board and Directors and ESG Committee.


Risk Oversight (continued) The ESG Committee provides oversight of our ESG strategy, policies, and practices, including those related to climate change. We are committed to reducing our impact on the environment and are particularly focused on carbon reduction, sustainable operations, and product circularity. Further details can be found in our annual ESG Report available on the Investor Relations section of our website located at www.crocs.com. The content provided in our ESG Report or accessible through our website is not incorporated by reference as part of this proxy statement.

Worldwide Code of Ethics and Committee Charters We have adopted a Worldwide Code of Ethics that applies to all directors and employees, including our principal executive, financial, and accounting officers. The Worldwide Code of Ethics is posted in the “Investor Relations” section of our website at www.crocs.com. We intend to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of our Worldwide Code of Ethics that apply to our directors and principal executive, financial, and accounting officers by posting such information on our website. The Audit Committee charter, Compensation Committee charter, Governance and Nominating Committee charter, and ESG Committee charter are also available in the “Investor Relations” section of our website at www.crocs.com. Any person may request a copy of the Worldwide Code of Ethics or committee charters free of charge by submitting a written request to: Corporate Secretary, Crocs, Inc., 13601 Via Varra, Broomfield, Colorado 80020.

Environmental, Social, and Governance (“ESG”) Initiatives As one of the world’s largest footwear companies, we strive to make a positive impact on the global footwear industry, for people, and for our planet. An explanation of our progress toward more transparent, socially conscious, and sustainable business practices is provided in our fiscal year 2022 ESG report. Our ESG report is available on the Investor Relations section of our website located at www.investors.crocs.com. Except where specified otherwise, all information in the ESG report and below ESG discussion pertains to Crocs, Inc. as of December 31, 2022. The content provided in our ESG report or accessible through our website is not incorporated by reference as part of this proxy statement. The Environmental, Social and Governance Steering Committee (“ESG Committee”) oversees and evaluates the ESG risks, opportunities, and key performance indicators material to our Company as well as stockholder concerns. We intend to continuously advance our business practices towards our goal of consistently delivering products that exceed customer and consumer expectations with neither undue degradation to the planet nor harm to the communities with which we interact globally as part of our effort to create a more comfortable world for all. We believe the progress of our ESG efforts is best understood by disclosing measurable and relevant goals and metrics, and, to this end, we continue to align our reporting with the Sustainability Accounting Standards Board (“SASB”) framework. Environmental We are committed to reducing our impact on the environment and are particularly focused on carbon reduction, sustainable operations, and product circularity. In 2022, we completed our first Greenhouse Gas inventory of the Crocs Brand based on 2021 data. We have updated our 2021 baseline and completed our 2022 Greenhouse Gas Inventory, inclusive of HEYDUDE, for the full enterprise emissions as we continue on our journey to Net Zero. With the addition of HEYDUDE to our portfolio in 2022, our new enterprise goal is to be Net Zero by 2040 through sustainable ingredients and packaging as well as responsible resource use and exploring innovative product afterlife solutions. In the past year, we continued the integration of a new, more sustainable bio-based alternative for our Croslite™ materials in partnership with Dow Chemical’s new ECOLIBRIUM™ Technology; renewed our membership with the Sustainable Apparel Coalition; and continued to enhance our tracking of our energy use, water use, and waste generation. More detail on these initiatives, as well as our ambitions, is provided in our ESG report. Social We believe we have among the most talented workforce in the footwear industry and continue to improve and implement new initiatives to remain an employer of choice across all of our businesses and geographies. These initiatives include pay transparency in hiring, offering employee training and developing leadership capabilities, enabling meaningful professional experiences, offering a compelling employee value proposition and fair wages, and creating a collaborative culture that “celebrates one-of-a-kinds and stands together with all different kinds.” Crocs, Inc. strives to create a culture of inclusion through progressive people-practices that support and empower all employees regardless of gender, age, race, ethnicity, national origin, disability, religion, immigration status, or sexual orientation, gender identity, or expressions. We are proud of the workplace culture we have created and will continue to engage our employees to hear where we still have room for improvement. To that end, our regular employee engagement scores continue to meet or surpass industry benchmarks and reflect a highly engaged global workforce.


Our efforts around inclusion, collaboration, and human rights extend through our supply chain. We work to ensure our products are sourced, produced, and delivered to our customers in a manner that upholds international labor and human rights standards, inclusive of occupational safety and chemical safety. In addition, we maintain numerous measures to ensure our supply chain complies with our Social Compliance Code of Conduct and Restricted Substances Policy, as well as with all local laws and customs regarding hiring practices, wages, and working conditions. We also seek to extend the reach of our social and environmental standards through our global “Crocs Cares” program, through which we focus on providing shoes, funds, and employee time to support social inclusion and equality, and respond to our communities’ needs in times of crises. This is an ever-evolving program, informed by key stakeholder priorities. In 2022, Crocs, Inc. supported school students in the communities impacted by the Marshall Fire in Colorado, Ukrainian refugees, and frontline healthcare workers. Thanks to the generosity of our consumers and employees, we continued to generate donations to Feeding America, providing meals to families in need. Governance Strong corporate governance mechanisms, along with robust internal controls over our financial reporting framework, are the foundation for our ESG progress. In 2022, the Board formed an ESG Committee, comprised of three independent directors, overseeing our ESG efforts and receiving quarterly updates on the development of our ESG program. Specifically, the ESG Committee assists the Board in (i) carrying out the responsibilities delegated by the Board regarding the review and oversight of our goals, policies, procedures and disclosures related to sustainability and ESG matters and (ii) its oversight of the sustainability and ESG matters material to us, our employees, our communities, and the planet. Additionally, we regularly review our Enterprise Risk Management and Ethics & Compliance program frameworks to account for our social and environmental risks and opportunities, specifically including those related to climate change. All material findings and updates are elevated to and discussed with our Board, which includes 38% female and 13% historically underrepresented racial/ethnic members as of December 31, 2022. In 2022, Crocs, Inc. formalized its ESG/Sustainability department with a newly created VP, Global Head of Sustainability position reporting directly to our Chief Executive Officer. We believe our employees are critical to the maintenance of strong corporate governance and, to that end, we continue to conduct annual in-person and online compliance trainings for all corporate employees, as well as retail and distribution center management. We also maintain a global ethics hotline, which is monitored by our Legal department, should any of our stakeholders identify concerns or have grievances.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

During 2022, the Board met five times, and all directors who served during 2022 attended 75% or more of the aggregate of the (i) Board’s meetings and (ii) meetings of the Board committees on which they served, in each case, during the periods that he or she served as a director. We encourage, but do not require, our directors to attend the Annual Meeting of Stockholders. All of directors who served on the Board at the time attended our 2022 Annual Meeting of Stockholders.

We believe our Board should and does consist of individuals reflecting the diversity represented by our employees, customers and communities in which we operate. The below tables provide information related to the composition of our Board. Each of the categories listed in the below tables has the meaning as it is used in Nasdaq Rule 5605(f).

Board Diversity Matrix (As of April 21, 2023)


Total Number of Directors:	8
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	5	—	—
Part II: Demographic Background
African American or Black	1	—	—	—




White	2	5	—	—

We believe our current Board is highly qualified and active, consisting of directors with a diverse set of relevant experience, qualifications, and skills. This table provides a summary view of the qualifications and attributes of each director.

Qualifications and Attributes

Ian M. Bickley

Charisse Ford Hughes

Ronald L. Frasch

Tracy Gardner

Beth J. Kaplan

Andrew Rees

Thomas J. Smach

Douglas J. Treff

CEO Experience

Corporate Governance/Ethics

Financial/Accounting Expertise

Public Company Board Service

Footwear/Retail Industry Experience

Independent

Global Management and Business Perspective

Consumer Product and Branding Expertise

Information Technology Expertise

Supply Chain and Manufacturing Expertise

Human Resources/Compensation Expertise

Gender or Racial Diversity

Demographic Background

Tenure (Years)

Age (Years)

Average Director Tenure:

8.0 Years

Average Director Age:

61.5 Years

Overall Diversity(1):

37.5%

(1) Gender or Racial Diversity.

Board Committees

The committees established by the Board and their current membership are set forth in the table below.

Name

Audit
Committee

Compensation
Committee

Governance and Nominating Committee

Environmental, Social and Governance Steering Committee

Thomas J. Smach*

Ian Bickley

Charisse Ford Hughes

Ronald L. Frasch

ü**

Tracy Gardner

ü**

Beth J. Kaplan

ü**

Andrew Rees

Douglas J. Treff

ü**

* Chairperson of the Board

** Chairperson of the Committee

Audit Committee

The current members of the Audit Committee are Messrs. Treff (Chairperson), Bickley, and Smach. The Audit Committee met nine times in 2022. The functions of the Audit Committee include, among other things, oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the performance, qualifications, and independence of our independent auditors, and the performance of our internal audit function. The Audit Committee is directly responsible for the appointment, retention, compensation, evaluation, termination, and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or related work. The Audit Committee is also tasked with evaluating our significant information technology (“IT”) strategies, and oversight of management in its management of risks related to our IT systems, processes, and procedures, including risk related to cybersecurity. The purpose and responsibilities of the Audit Committee are set forth in the Audit Committee Charter.

All of the members of the Audit Committee are independent, as determined in accordance with Nasdaq listing standards applicable to Audit Committee members and relevant federal securities laws and regulations. The Board has determined that Messrs. Treff and Smach each qualify as an “audit committee financial expert” as defined by the applicable regulations of the SEC.

Compensation Committee

The current members of the Compensation Committee are Mss. Gardner (Chairperson) and Kaplan, and Mr. Frasch. The Compensation Committee met five times in 2022. The Compensation Committee has overall responsibility for defining, articulating, evaluating, and approving our executive officer compensation, benefits, severance, equity-based or other compensation plans, policies, and programs. The Compensation Committee is also responsible for approving our Compensation Discussion and Analysis for inclusion in this proxy statement. The purpose and responsibilities of our Compensation Committee are set forth in the Compensation Committee Charter.

All of the members of the Compensation Committee are independent, as determined in accordance with Nasdaq listing standards applicable to Compensation Committee members and relevant federal securities laws and regulations.

Pursuant to its charter, the Compensation Committee has the authority to, among other things: (i) establish, monitor, and approve our overall compensation strategy and philosophy; (ii) review and approve annually corporate goals and objectives relevant to the compensation of our Chief Executive Officer, and to approve our Chief Executive Officer’s compensation; (iii) oversee management’s decisions concerning the performance and compensation of other executive officers; (iv) oversee the compensation structure for our employees generally; (v) review and make recommendations to the Board with respect to the establishment of any new incentive compensation and equity-based plans; (vi) supervise the administration of our equity-based incentive plans, including the authorization of equity grants under such plans; (vii) review and recommend to the Board the terms of written employment agreements, post-employment consulting agreements and severance arrangements for executive officers; (viii) assist the Board in developing and evaluating potential candidates for executive officer positions and oversee the development of succession plans for executive officers; (ix) review and recommend to the Board compensation to be paid to our non-employee directors; and (x) review and evaluate the relationship between our incentive compensation arrangements and our corporate strategy and risk management policies and practices. The Compensation Committee may also delegate its authority under its charter to a subcommittee or one or more of our officers as it deems appropriate from time to time.

The Compensation Committee sets our Chief Executive Officer’s compensation. The Compensation Committee also reviews the recommendations of our Chief Executive Officer with respect to compensation of our named executive officers, other than himself, and, after reviewing such recommendations, sets the compensation of our other named executive officers. The Compensation Committee relies on its judgment when making compensation decisions after reviewing our performance and evaluating each executive’s performance against established goals, leadership ability and responsibilities, and current compensation arrangements. When evaluating total compensation for each of our executive officers, the Compensation Committee reviews the executive officer’s current compensation, including equity- and non-equity-based compensation. The Compensation Committee also evaluates surveys and other available data regarding the executive compensation programs of comparative companies. The compensation program for executive officers and the Compensation Committee assessment process are designed to be flexible so as to better respond to the evolving business environment and individual circumstances. See “Corporate Governance—Risk Oversight” (above) for the Compensation Committee’s evaluation of our compensation program risk.

During 2022, the Compensation Committee again engaged Meridian as its independent compensation consultant to provide consulting services to the Compensation Committee in connection with 2022 executive compensation matters. See “Compensation Discussion and Analysis” (below) for further discussion.

Meridian does not provide any services to management. Prior to engaging Meridian, the Compensation Committee considered their independence in accordance with the terms of the Compensation Committee Charter and Nasdaq listing requirements. The Compensation Committee determined that Meridian is independent and did not identify any conflicts of interest.

Governance and Nominating Committee

The current members of the Governance and Nominating Committee are Messrs. Frasch (Chairperson) and Smach and Ms. Kaplan. The Governance and Nominating Committee met five times in 2022. The Governance and Nominating Committee assists the Board in promoting our best interests and those of our stockholders through the implementation of sound corporate governance principles and practices. In furtherance of this purpose, the Governance and Nominating Committee identifies individuals qualified to become Board members and recommends to the Board the director nominees for election at each annual meeting of stockholders. It also reviews the qualifications and independence of the members of the Board and its various committees and makes any recommendations the Governance and Nominating Committee members may deem appropriate concerning any changes in the composition of the Board and its committees. The Governance and Nominating Committee also recommends to the Board the corporate governance guidelines and standards regarding the independence of non-employee directors applicable to us and reviews the provisions of the Governance and Nominating Committee Charter on a regular basis to confirm that such guidelines, standards and charter remain consistent with sound corporate governance practices and with any applicable legal or regulatory requirements and the Nasdaq listing standards. The Governance and Nominating Committee also monitors and leads the Board in its periodic review of the Board’s performance.

The purpose and responsibilities of our Governance and Nominating Committee are set forth in the Governance and Nominating Committee Charter. All of the members of the Governance and Nominating Committee are independent, as determined in accordance with the Nasdaq listing standards.

Environmental, Social and Governance Steering Committee

The current members of the ESG Committee are Mss. Kaplan (Chairperson) and Hughes and Mr. Bickley. The ESG Committee was formed in June 2022. The ESG Committee met five times in 2022. The ESG Committee assists the Board in (i) carrying out the responsibilities delegated by the Board regarding the review and oversight of our goals, policies, procedures and disclosures related to sustainability and ESG matters and (ii) its oversight of the sustainability and ESG matters material to us, our employees, our communities, and the planet.

In furtherance of this purpose, the ESG Committee, among other things, oversees and advises the Board on our significant strategies, investments, and commitments related to sustainability and ESG, including environmental and social topics and oversees and evaluates the ESG risks, opportunities and key performance indicators material to us. In addition, the ESG Committee monitors progress against publicly stated sustainability and ESG goals material to us, including our Net Zero by 2030 public commitment and any ESG-related long-term compensation targets in coordination with the Compensation Committee. The ESG Committee is also charged with monitoring voluntary and mandatory disclosures related to sustainability and ESG, including our annual ESG reporting as well as compliance with legal and regulatory requirements in addition to staying informed on sustainability and ESG topics at an industry and global level, and advising the Board regarding material trends or issues. Finally, the ESG Committee is responsible for monitoring potential stockholder proposals as well as engagement efforts with stockholders and customers.

The purpose and responsibilities of our ESG Committee are set forth in the ESG Charter. All of the members of the ESG Committee are independent, as determined in accordance with the Nasdaq listing standards.

EXECUTIVE OFFICERS

Our executive officers as of April 21, 2023 include the following individuals:

Name

Age

Position(s)

Andrew Rees

Chief Executive Officer

Michelle Poole

Executive Vice President, Brand President for Crocs

Anne Mehlman

Executive Vice President and Chief Financial Officer

Daniel P. Hart

Executive Vice President, Chief Legal and Risk Officer

Richard Blackshaw

Executive Vice President, Brand President for HEYDUDE

Adam Michaels

Executive Vice President, Chief Digital Officer

Shannon Sisler

Executive Vice President, Chief People Officer

Mr. Rees’ biographical information is disclosed above under “Proposal 1—Election of Directors.”

Michelle Poole has served as our Executive Vice President, Brand President for Crocs since September 2020. Previously, Ms. Poole served as our Executive Vice President and Chief Product and Merchandising Officer since April 2020. Prior to this, she served as our Senior Vice President and Chief Product and Merchandising Officer since 2019, and our Senior Vice President, Product and Merchandising since 2014. In addition to her product and merchandising responsibilities, Ms. Poole assumed responsibility for our Marketing function in 2017. Prior to Crocs, she spent five years at Sperry Top-Sider from 2008 to 2013, where she served as Senior Vice President of Product. Her footwear industry experience also includes brand-building roles at Timberland from 2004 to 2008 and Converse from 1997 to 2000. She received her Bachelor’s honors degree from the University of Northumbria, U.K.

Anne Mehlman has served as our Executive Vice President and Chief Financial Officer since August 2018. From November 2016 until August 2018, she served as Chief Financial Officer of Zappos.com, Inc., an online shoe retailer owned by Amazon.com, Inc. Previously, Ms. Mehlman served as our Vice President, Corporate Finance from June 2011 to November 2016. Prior to that time, she was Division Finance Director at RSC Holdings, Inc. (acquired by United Rentals, Inc.). Ms. Mehlman also held various financial roles at Corporate Express (acquired by Staples, Inc.) and Lockheed Martin. Ms. Mehlman has also served on the board of directors of JOANN Inc., a specialty retailer of crafts and fabrics, since March 2021. She received her Bachelor’s degree from the University of Colorado at Colorado Springs.

Daniel P. Hart has served as our Executive Vice President, Chief Legal and Risk Officer since January 2010. From June 2009 through December 2009, he served as our Executive Vice President of Administration and Corporate Development. Prior to joining us, Mr. Hart was employed by Océ North America, a digital printing and document management division of Océ, N.V., a manufacturing and engineering company publicly traded on the Euronext Amsterdam stock exchange, where he served as Senior Vice President and General Counsel from 2006 to 2009. From 2004 to 2006, Mr. Hart served as Senior Vice President - General Counsel and Human Resources for Invensys Controls, a global manufacturing and engineering operation within Invensys plc, a public U.K. conglomerate. From 2002 to 2004, Mr. Hart served as Chief Staff Officer for the Development Division of Invensys, a large portfolio of disposal companies within Invensys plc. Previously, Mr. Hart’s experience included service in senior legal positions at Dictaphone Corporation and Brooke Group Ltd. and private legal practice in New York City. He received his Bachelor’s degree from Tufts University and his Juris Doctor from New York University School of Law.

Richard Blackshaw has served as our Executive Vice President, Brand President for HEYDUDE since March 2022. Prior to HEYDUDE, he was Chief Executive Officer at CCM Hockey, a private equity-backed carve-out from Adidas, from 2018 to 2021. Previously, Mr. Blackshaw was President of Sperry from 2014 to 2017, President of Keds from 2012 to 2014, and Vice President/General Manager of the Chuck Taylor division of Converse, a subsidiary of Nike, Inc. from 2003 to 2012, as well as President of Packs and Travel Corp., a division of Sunbeam/Coleman from 1996 to 2003. He also held various roles in product management and marketing with Timberland, Reebok, and Frito-Lay earlier in his career. Mr. Blackshaw is a member of the Wharton’s Baker Retailing Center Advisory Board and holds a Bachelor’s degree from Babson College.

Adam Michaels has served as our Executive Vice President, Chief Digital Officer since January 2022. Mr. Michaels initially joined the Company in 2013 as Vice President of Global e-Commerce. He has over 15 years of experience in the e-Commerce space including leadership roles at Reebok, where he led the e-Commerce channel, and Cloud 9 living, where he co-founded and grew the e-Commerce start-up into a successful growth business. Mr. Michaels received his Bachelor’s degree from Colgate University.

Shannon Sisler has served as our Executive Vice President, Chief People Officer since April 2022. Ms. Sisler joined Crocs in 2017. Prior to joining Crocs, Ms. Sisler held human resource leadership roles with Davita from 2010 to 2011, Janus Capital

from 2005 to 2009, and most recently, served as Senior Vice President, Talent and Total Rewards at Western Union where she was responsible for various human resources and transformation functions, from 2011 to 2017. She received her Bachelor’s degree from University of Colorado and her Master of Business Administration from University of Denver.

BENEFICIAL OWNERSHIP OF OUR SECURITIES

Ownership by Our Directors, Executive Officers, and Greater than 5% Stockholders

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 31, 2023 by:

•each person (or group of affiliated persons) who is known by us to own beneficially more than 5% of our outstanding common stock;

•each current director or nominee;

•each of the named executive officers listed in “Compensation Tables—Summary Compensation Table” (below); and

•all current directors and executive officers as a group.

Beneficial ownership is determined in accordance with SEC rules. In computing a person’s percentage ownership of common stock, shares of common stock subject to options, restricted stock units (“RSUs”) or performance-based restricted stock units (“PSUs”) held by that person that are currently exercisable, or exercisable (or, in the case of RSUs and PSUs, scheduled to vest and settle) within 60 days after March 31, 2023, are deemed to be outstanding and beneficially owned by that person. None of these shares, however, are deemed outstanding for the purpose of computing the percentage ownership of any other person.

Except as indicated and pursuant to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name. Percentage ownership is based on 62,023,516 shares of our common stock outstanding on March 31, 2023. Unless otherwise indicated below, the address for each director and named executive officer listed below is in care of Crocs, Inc., 13601 Via Varra, Broomfield, Colorado 80020.

Common Stock

Name of Beneficial Owner

Percent

5% Stockholders:

BlackRock, Inc. (1)

7,131,887

11.50%

FMR LLC (2)

8,198,498

13.22%

The Vanguard Group (3)

5,703,838

9.20%

Named Executive Officers, Directors, and Director Nominees:

Ian M. Bickley

45,959

Charisse Ford Hughes (4)

9,437

Ronald L. Frasch

73,332

Tracy Gardner (5)

3,927

Beth J. Kaplan

9,111

Thomas J. Smach (6)

217,050

Douglas J. Treff

92,947

Andrew Rees (7)

954,101

1.54%

Michelle Poole

72,757

Anne Mehlman

60,155

Richard Blackshaw

3,187

Adam Michaels

76,297

Elaine Boltz

47,471

All directors and executive officers as a group (13 persons) (8)

1,665,731

2.69%

*Less than 1%

(1) Based solely on a Schedule 13G/A filed with the SEC on January 26, 2023. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

(2) Based solely on a Schedule 13G/A filed with the SEC on February 9, 2023. The address for FMR LLC is 245 Summer Street, Boston, MA 02210.

(3) Based solely on a Schedule 13G/A filed with the SEC on February 9, 2023. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

(4) Includes 4,695 RSUs that become immediately vested upon the earlier of Ms. Ford Hughes’ separation of service from the Board or upon a change in control.

(5) Includes 2,739 RSUs that become immediately vested upon the earlier of Ms. Gardner’s separation of service from the Board or upon a change in control.

(6) Includes 80,014 RSUs that become immediately vested upon the earlier of Mr. Smach’s separation of service from the Board or upon a change in control, 5,459 shares held by Mr. Smach’s wife, and 10,000 shares held in a family trust, of which Mr. Smach is a trustee. Also included are 3,000 shares held in a trust for the benefit of Mr. Smach’s children; Mr. Smach’s wife is the trustee of the trust. Mr. Smach disclaims beneficial ownership of these 3,000 shares.

(7) Includes 200,000 shares subject to options exercisable within 60 days of March 31, 2023 and 119,748 shares held by the V&M Rees Revocable Trust, in which Mr. Rees in a trustee and exercises voting and investment power.

(8) Shares beneficially owned include 200,000 shares subject to options that are exercisable within 60 days of March 31, 2023 and 87,448 RSUs that become immediately vested upon the earlier of certain directors’ separation of service from the Board or upon a change in control.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors and executive officers and persons who own more than 10% of our common stock to file reports of securities ownership and changes in such ownership with the SEC.

Based solely upon a review of Forms 3, 4 and 5 (and amendments thereto) and written representations furnished to us during the most recent fiscal year, no person who at any time during the fiscal year was a director, officer, or beneficial owner of more than 10% of our common stock failed to file on a timely basis any reports required by Section 16(a) of the Exchange Act during 2022, except for one Form 3 for each of Richard Blackshaw, Adam Michaels, and Shannon Sisler in June 2022 related to their designation as Section 16 officers for purposes of the Exchange Act.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transactions

Since January 1, 2022, there have been no related person transactions in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any current related person had or will have a direct or indirect material interest.

Policy on Transactions with Related Persons

Our Worldwide Code of Ethics requires that any transaction involving us in which one of our directors, nominees for director, executive officers, or greater than five percent stockholders, or one of the aforementioned’s immediate family members (each, a “related person”), have a material interest be approved or ratified by the Audit Committee if the amount involved, when aggregated with the amount of all other transactions between the related person and us, exceeds $100,000 in a fiscal year. The full Board reviews ordinary course of business transactions in which directors have an interest as part of the Board’s annual director independence review, and our Worldwide Code of Ethics permits the full Board to waive any conflicts of interest between us and any director or officer. In determining whether to approve or ratify any such transaction, the Audit Committee must consider, in addition to other factors it deems appropriate, whether the transaction is on terms no less favorable to us than those involving unrelated parties.

Director and Officer Indemnification

We have entered into agreements to indemnify certain directors and executive officers in addition to the indemnification provided for in our certificate of incorporation and bylaws. These agreements, among other things, provide for indemnification of our directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by us or in our right, arising out of such person’s services as a director or executive officer of ours, any subsidiary of ours or any other company or enterprise to which the person provided services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

DIRECTOR COMPENSATION

Structure of Compensation Program

Non-employee directors are compensated with a combination of an annual Board retainer and retainers for serving on committees, paid in cash or restricted stock at the director’s election, and annual equity grants. Mr. Rees, who is an employee of the Company, is not eligible to receive this compensation. Directors do not receive additional fees for attendance at meetings. Amounts payable to our non-employee directors under our director compensation program are described under “2022 Retainer and Equity Awards” below.

Philosophy/Approach

The Compensation Committee periodically reviews market director compensation levels using data from a peer group approved by the Compensation Committee. The competitive report and analysis is developed by Meridian, the Compensation Committee’s independent compensation consultant. Changes to director compensation levels or program structure are presented to the full Board for approval. While the program is not targeted to any specific market percentile or position, the overall philosophy is to ensure that overall compensation levels are competitive and appropriate while considering market practices, desired alignment with stockholders, relative Board cost compared to peers, mix of equity versus cash, and the Compensation Committee’s view of the Board’s performance.

Based on a review of competitive market practices of our peers presented by Meridian, effective June 2022, the Compensation Committee approved increases to the annual compensation for all committees, except the ESG Committee, by $5,000, and the annual equity award by $15,000 and $31,900 for all non-employee directors and the Chairman of the Board, respectively:

2022 Retainer and Equity Awards

The components of annual director compensation for 2022 are shown in the chart below:


Pay Component						Amount ($)
Annual Cash Retainer
Chairman of the Board						150,000
Other non-employee directors						100,000
Committee Chair Retainers
Audit Committee						35,000
Compensation Committee						30,000
Governance and Nominating Committee						20,000
Environmental, Social and Governance Steering Committee						20,000
Committee Members Retainers
Audit Committee						20,000
Compensation Committee						15,000
Governance and Nominating Committee						10,000
Environmental, Social and Governance Steering Committee						10,000
Equity Awards
Chairman of the Board						250,000
Other non-employee directors						140,000

The annual retainers are denominated in cash and payable in quarterly installments unless the director elects to be paid in shares of restricted stock or a combination of cash and restricted stock. The directors may also elect to defer all or a portion of their annual retainer. The number of shares of restricted stock is determined based on the fair market value of our common stock on the date the retainer is payable. The restricted stock vests in four successive quarterly installments from the issuance date. During 2022, Mr. Frasch and Mss. Kaplan and Gardner elected to receive their annual retainers in cash. Messrs. Bickley, Smach, and Treff elected to receive their annual retainers in restricted stock. Ms. Ford Hughes elected to receive a combination of cash and deferred stock for her annual retainers.

Directors can elect to receive their annual equity award as RSUs that vest upon their cessation of service on the Board in lieu of the common stock grant. Mss. Ford Hughes and Gardner made that election in 2022. The number of shares of common stock was determined based on the fair market value of our common stock on the date of grant.

All directors are reimbursed for their reasonable out-of-pocket expenses incurred in attending meetings of the Board and its committees.

The table below summarizes the total compensation paid to each of our non-employee directors who served during the fiscal year ended December 31, 2022.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)	Total ($)
Ian M. Bickley	—	269,925	269,925
Charisse Ford Hughes	62,500	239,915	302,415
Ronald L. Frasch	130,000	139,963	269,963
Tracy Gardner	127,500	139,963	267,463
Beth Kaplan	130,000	139,963	269,963
Thomas J. Smach (Chairman)	85,000	429,955	514,955
Douglas J. Treff	—	274,918	274,918

(1) Amounts reflect the aggregate grant date fair value of grants computed in accordance with stock-based accounting rules (Financial Standards Accounting Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718-Stock Compensation), excluding the effect of estimated forfeitures. On June 14, 2022, each non-employee director received RSUs with a grant date fair value of $51.10 per share. On June 15, 2022, Mr. Bickley received a grant of restricted stock as compensation for serving on the ESG Committee in lieu of the cash compensation retainer for committee service, with a grant date fair value of $52.25 per share, which vests in four equal installments on September 15, 2022, December 15, 2022, March 15, 2023, and June 15, 2023. Assumptions used to calculate these values are included in Note 13 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.

As of December 31, 2022, each non-employee director who served during 2022 had the following number of unvested restricted stock awards outstanding:


Name												Unvested Restricted Stock Awards Outstanding at December 31, 2022
Ian M. Bickley												1,270
Charisse Ford Hughes												4,695
Ronald L. Frasch												—
Tracy Gardner												2,739
Beth Kaplan												—
Thomas J. Smach (Chairman)												81,776
Douglas J. Treff												1,321

There were no options outstanding for any non-employee director as of December 31, 2022. For information regarding Mr. Rees’ outstanding options, please see the section entitled “Compensation Tables.”

Director Ownership Guidelines

Our director stock ownership guidelines require that directors own shares of our common stock in an amount equal in value to a specified multiple (5x for the Chairman of the Board and 3x for all other directors) of such director’s annual cash retainer for Board service (not including any retainers for service on Board committees). Directors have until the fifth anniversary of the date of appointment to meet the ownership guidelines. Currently, all of our directors have met or are within the phase-in period of the ownership guidelines.

A LETTER FROM THE CHAIR OF OUR COMPENSATION COMMITTEE

Dear Stockholders,

The Compensation Committee continues to be committed to structuring an executive compensation program that is linked to financial, operational and share price performance. Our executive compensation program continues to be heavily focused on performance based, at-risk pay. Consistent with prior years, the Committee set forth challenging performance goals that we believe contributed to the strong performance the Company experienced in 2022.

The 2022 executive compensation program was adjusted to reflect the addition of the HEYDUDE brand while maintaining many of the structural elements of the 2021 executive compensation program. The Committee believes the current collection of metrics in the annual and long-term incentive plans is appropriate and is aligned to long-term shareholder value. The pay program incentivizes strong performance and provides stability and consistency in our approach to executive compensation. The Company’s performance in 2022, as further discussed below, supports the earned payouts for our executives. The Committee remains committed to a strong pay for performance culture that supports the performance of the company for the benefit of our shareholders.

I encourage all stockholders to read the Compensation Discussion & Analysis to further understand our executive compensation philosophy and program.

Tracy Gardner

Compensation Committee Chairperson

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis provides information that we believe is necessary to understand our executive compensation policies and decisions as they related to the compensation for 2022 of our named executive officers.

The following named executive officers whose compensation information is presented in the tables and discussed in this report include:

•Andrew Rees, Chief Executive Officer

•Michelle Poole, Executive Vice President, Brand President for Crocs

•Anne Mehlman, Executive Vice President and Chief Financial Officer

•Richard Blackshaw, Executive Vice President, Brand President for HEYDUDE

•Adam Michaels, Executive Vice President, Chief Digital Officer

•Elaine Boltz, Former Executive Vice President, Chief Operations and Transformations Officer*

* On September 28, 2022, we and Ms. Boltz agreed that she would separate from her position with the Company, effective October 14, 2022.


			Executive Summary

2022 Business and Financial Highlights

In evaluating our overall executive compensation program and decisions, including payouts under the 2022 programs and plan designs for our 2023 programs, the Compensation Committee (the “Committee”) considered a number of factors, including the strategic and financial performance and position of our Company in 2022.

In particular, in February 2022, we completed our acquisition of HEYDUDE™, a privately-owned casual footwear brand. HEYDUDE is engaged in the business of distributing and selling casual footwear, including footwear under the brand name “HEYDUDE.” The HEYDUDE acquisition has enabled us to further diversify our product portfolio under two brands. We intend to leverage our global presence, innovative marketing, and scale infrastructure to grow HEYDUDE and to create significant stockholder value.

We also achieved record revenues in 2022, despite the continued impact of global inflation, elevated interest rates, global industry-wide logistics challenges, and foreign currency fluctuations resulting in a stronger USD, which impacted our business, contributing to, among other things, incremental freight costs, increased wages, particularly in our distribution centers, and increased raw materials costs. We have also been impacted by adverse macroeconomic and geopolitical conditions, such as the war between Russia and Ukraine, which has increased global supply chain, logistics, and inflationary challenges.

Some specific highlights and key accomplishments considered by the Committee in its decision-making process during 2022 included:

•We delivered market-leading cumulative total shareholder return (“TSR”) in the top decile of our compensation peer group as measured for the 3- and 5-year periods ended December 31, 2022.

•We had record revenues of $3.6 billion, which increased 53.7% over last year. We grew Crocs Brand revenues 14.9%, compared to the same period in 2021.

•Digital sales represented 37.8% of 2022 revenues, compared to 36.7% in 2021. Direct-to-consumer comparable sales grew 15.0% in 2022, compared to 2021.

Key Compensation Committee Actions in 2022

The Committee took several actions which are consistent with our determination to pay for performance and align our incentive compensation metrics to key strategic initiatives.

•Named Executive Officer Incentive Program Changes: In light of the HEYDUDE acquisition in 2022, the Committee approved changes to our annual cash incentive plan to better reflect and align our performance incentives with our multi-brand portfolio. Our executives and their teams aligned with the performance and results of Crocs, Inc. Enterprise, Crocs Brand, and HEYDUDE Brand as determined to be most appropriate based on their focus. We also added an ESG element to our incentive program, as discussed further below. In addition, the incentive curves for each of the annual cash incentive plan and long-term incentive program were adjusted to make the overachievement of incentive payouts more rigorous. Meridian, the Committee’s independent compensation consultant, assisted in the redesign and provided independent and market-based perspectives to support the process.

•Emphasis on Pay-for-Performance: In 2022, 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 annual cash incentive plan and long-term incentive program in 2022 relative to the performance of our stock during 2022.

The performance metrics used for our annual cash incentive plan were:

◦global adjusted EBIT, global adjusted free cash flow, Crocs, Inc. Enterprise strategic initiative performance and integration efforts for named executive officers on the Crocs, Inc. Enterprise scorecard,

◦Crocs Brand adjusted EBIT, global adjusted free cash flow and Crocs Brand strategic initiative performance for named executive officers on the Crocs Brand scorecard, and

◦HEYDUDE Brand adjusted EBIT, global adjusted free cash flow, and HEYDUDE Brand strategic initiative performance for named executive officers on the HEYDUDE Brand scorecard. The non-financial objectives were updated in 2022 to reflect the year’s strategic priorities.

The performance metrics used for our PSU awards under our long-term incentive program were adjusted revenue, adjusted EBITDA operating margin, and ESG progress, which we believe drive long-term shareholder value creation.

•No Widescale Base Salary Increases: None of our named executive officers received an increase in base salary in 2022, with the exception of Ms. Mehlman, whose salary increased 13% as a result of an annual evaluation of executive compensation relative to peer companies in the market and other relevant factors as discussed further below.

•Rigorous Objective Financial Performance Goals: In 2022, the Committee approved changes to each of our annual cash incentive plan and long-term incentive program designs, which could distort the comparison between 2022 target goals and 2021 target goals as, among other things, our annual cash incentive plan is now comprised of enterprise- and brand-specific scorecards, depending on a particular named executive officer’s role within the Company, and certain of the financial performance metrics under our long-term incentive program have changed. In addition, because we acquired HEYDUDE in February 2022, there are no comparative amounts for the performance metrics for the HEYDUDE Brand scorecard for 2021 under the annual cash incentive plan.


Long-Term Incentive Program Scorecard
Financial Performance Metric	2022 Target Goal as a % of 2021 Actual Results	2022 Target Goal as a % of 2021 Target Goal
Adjusted revenue (1)	168%	210%
Adjusted EBITDA operating margin (2)	93%	137%

(1) Adjusted revenue is calculated by adjusting GAAP revenue for items related to the shutdown of our direct operations in Russia.

(2) Adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) operating margin is calculated by modifying adjusted earnings before interest and taxes (“EBIT”), which is calculated by excluding interest expenses, tax expense, foreign currency changes and non-recurring entries from GAAP net income attributable to stockholders, and dividing by adjusted revenue, as defined in footnote (1). The non-recurring entries from GAAP net income attributable to stockholders include distribution center costs such as expansion and duplicate rent costs primarily related to our distribution centers and new headquarters, respectively, the step-up of HEYDUDE inventory costs to fair value upon the close of the acquisition on February 17, 2022, the shutdown of our direct operations in Russia, HEYDUDE acquisition and integration costs, and other costs. Adjusted EBITDA operating margin for 2022 is the same performance metric called ‘Adjusted operating margin’ in previous years.

The Committee believes the performance targets were rigorous and difficult to achieve requiring significant improvements over 2022. The selection of these metrics diversifies the performance goals among our short- and long-term incentive programs, drives performance across key metrics that we believe drive stockholder value and also supports our strategic priorities. The Committee believes using a one-year performance period for the PSU awards is an appropriate measurement period given our continued growth, business environment, and desire for consistency. To further drive stockholder alignment and retention, any earned PSUs are subject to continued vesting and service requirements, as further described below.

•2022 Pay Outcomes Were Aligned with Company Performance: In 2022, our PSUs were earned at 90% of target and our annual cash incentive plan paid out at 94%, 80%, and 123% of target for named executive officers on the Crocs, Inc. Enterprise, the Crocs Brand, and the HEYDUDE Brand scorecards, respectively. The Committee believes these payouts recognize and reward the named executive officers for the Company’s financial performance, especially in light of the macroeconomic challenges.

•Operating Performance Metrics for Short-Term Incentive Program: In addition to the enterprise- or brand-specific financial performance targets, the Committee weighted 20% of the target 2022 annual incentive awards to objectives associated with strategic initiative performance such as building talent to support growth, key distributor growth, building the HEYDUDE Brand, as well as HEYDUDE integration efforts. Performance against these rigorous and difficult to achieve goals was determined in the Committee’s discretion. The Committee believes that these performance goals are key drivers in our continued short- and long-term growth, which, if achieved, will ultimately help drive additional stockholder value over the long-term.

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 2022, the Committee continued its engagement with Meridian as its independent executive compensation consultant. Meridian provided the Committee with advice and perspective regarding executive compensation market trends and best practices. In addition, as discussed further in

“— Named Executive Officer Incentive Program Changes” below, Meridian assisted in the redesign of our annual short- and long-term incentive programs.

Compensation Best Practices

In order to further align the long-term interests of management with those of our stockholders and align our compensation program with best practices, the Committee establishes and monitors specific policies, practices and processes.

Things We Do:


ü Independent Compensation Committee. The Committee, comprised solely of independent directors, approves all compensation for our named executive officers.

ü Independent compensation consultant. The Committee retains an independent compensation consultant.

ü Assessment of compensation risk. The Committee assesses our compensation policies and programs and determined that we have no compensation policies and programs for our executives that give rise to excessive risks reasonably likely to have a material adverse effect on the Company.

ü Performance-based pay. The Committee focuses on paying our executives for performance against pre-established goals and stock price improvements.

ü Annual say-on-pay vote. We hold annual advisory say-on-pay votes to approve the compensation of our named executive officers and in 2022 received support of 98% on such proposal.

ü Mix of CEO’s pay. 89% of the 2022 total target compensation for Mr. Rees was performance-based or at-risk.

ü Weight of financial metrics. The Committee continued to weight 2022 performance measures towards those impacting profitability and included strategic operating measures that it believed were key to the continued success of our ongoing business transformation strategies and increased the weighting of financial performance metrics under our annual cash incentive program from 67% to 80%.

ü Use of multiple non-overlapping performance metrics. The Committee used multiple complementary performance measures for the 2022 annual incentive and PSUs to align the executive compensation program to a broader perspective of Company performance. There is no overlap between the performance measures used in our annual incentive program and PSUs.

ü Double-trigger vesting and reasonable change in control protections. We maintain a reasonable change in control plan (“CIC Plan”) that aligns the CIC Plan with best practices and good governance. 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.

ü ESG. We link a portion of the payout under our annual incentive awards to ESG metrics.

ü Stock ownership guidelines. Our Board maintains stock ownership guidelines for our executive officers and non-employee directors.

ü Clawback. In the case of a financial restatement, annual and long-term incentive awards are subject to the Company’s Recovery of Executive Compensation Policy and any clawback or recoupment policy subsequently adopted by us to comply with stock exchange listing standards as required under SEC Rule 10D-1.

Things We Don’t Do:


û No excise tax gross-ups. We do not provide our management with “excise tax gross-ups” in the event of a change in control.

û 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. A description of our anti-hedging and anti-pledging policy can be found in “Corporate Governance—Anti-Hedging and Anti-Pledging Policy”.

û No repricing. Our equity plans do not allow repricing of stock option or stock appreciation rights (“SARs”) without stockholder approval.

û No excessive executive benefit programs. We do not provide our management with pensions or any other enhanced benefit programs beyond those that are typically available to all other employees other than a voluntary deferred compensation plan for senior executives and a limited supplemental retirement plan.

û No excessive perquisites. Our management receives minimal perquisites.

û No “single trigger” vesting. Our CIC Plan provides for “double-trigger” vesting of awards that are assumed in the event of a change in control.

û No payment of dividends on unvested stock awards. We do not pay dividends or dividend equivalents on unvested stock awards.

Say-on-Pay and Stockholder Outreach

At our annual meeting of stockholders in June 2022, stockholders signaled their strong support for our executive compensation program where 98% of the votes cast approved our 2022 say-on-pay proposal. These results were similar to the results at our 2011 through 2021 annual meetings. The Committee has considered and will continue to consider the outcome of our say-on-pay votes when reviewing the objectives of our program and making future compensation decisions for the named executive officers. In addition, in connection with our regular outreach and discussion with stockholders, the Committee has not been made aware of any stockholder concerns regarding our executive compensation program.

Compensation Process and Methodology

The objectives of our executive compensation program are to:

Align our executives’ compensation with our stockholders’ interests

Hold our executives accountable to stockholders

Assure that our total compensation program aligns with good corporate governance and best practices

Attract and retain exemplary executive talent who are able to succeed in our fast-paced, rapidly evolving company

Motivate our executives to achieve our financial and strategic business objectives by paying them for performance

Summary of Executive Compensation Elements, Practices and Policies

Our executive compensation objectives and principles are implemented through the use of the following principal elements of compensation:


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 equity grant is set based on factors such as executive’s job responsibilities, sustained performance in role/potential, internal equity, and competitive market practices •3-year vesting period (67% of the total value is granted in PSUs which are earned based on achievement of performance goals and 33% of the total value granted is in time-based RSUs which vest based on 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

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 2022 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 2022 peer companies are listed below:


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

The 2022 benchmarking peer group was updated to better reflect the organizational complexity and scale when considering the impact of the HEYDUDE acquisition. As a result, for 2022, Movado Group, Inc., Oxford Industries, Inc., and Vera Bradley, Inc. were removed from the peer group, and Abercrombie & Fitch Co., Levi Strauss & Co., Ralph Lauren Corporation, Stitch Fix, Inc., and Under Armour, Inc. were added to the peer group due to their relevant size, complexity, and industry comparability.


			Target Compensation

The Committee does not utilize an exact calculation in determining the break-down or weighting of named executive officer compensation among base salary, annual cash incentive awards, and long-term equity awards. Rather, the Committee considers all forms of compensation in light of the market competition for executive talent, the risk to an executive inherent in employment with our fast-paced, rapidly evolving company, and our financial goals. Accordingly, the Committee believes that a significant majority of each named executive officer’s total target compensation should be in the form of annual cash performance-based awards and equity awards that are earned upon achievement of performance goals and aligned with our stock price.

For 2022, 11% of the total targeted compensation of our Chief Executive Officer was base salary and 89% was performance-based or at-risk consisting of our annual cash incentive and long-term equity incentive grants. In 2022, the Committee also continued to ensure that a significant proportion of the annual long-term incentive 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, including Elaine Boltz who separated from her position with the Company effective October 14, 2022, based on the targeted 2022 compensation amounts:

Named Executive Officer Incentive Program Changes

In light of the HEYDUDE acquisition and to better reflect the diversification of our product portfolio under two brands, in the

beginning of 2022, the Committee undertook a thorough review of the named executive officer incentives to ensure 2022 and longer-term priorities are appropriately reflected. The Committee approved the named executive officer incentive plan designs summarized below for 2022. The primary objectives of the program changes were to: (i) align rewards with progress towards the Company’s longer-term goals and (ii) adjust the annual cash incentive plan framework to support our enterprise strategy, while aligning executives to brand accountabilities and responsibilities.

Annual Cash Incentive Plan

Previously, our annual cash incentive plan utilized one compensation scorecard for all named executive officers. This was primarily due to the fact that prior to the acquisition of HEYDUDE we only had one brand. Accordingly, named executive officers were each evaluated against the same performance framework under a single compensation scorecard.

Following completion of the HEYDUDE acquisition, the Committee believed that a redesign was necessary to support our overall enterprise strategy, while aligning executives to brand accountabilities and responsibilities, to support a “one team” approach. Accordingly, we now have three compensation scorecards depending on a named executive officer’s role within our Company: (i) Crocs, Inc. Enterprise, (ii) Crocs Brand and (iii) HEYDUDE Brand. For 2022, performance on each financial metric was measured against a predetermined scale of threshold, target, mid and maximum performance levels, and performance on each non-financial strategic objective was determined in the Committee’s discretion, in each case, for (i) the Crocs, Inc. Enterprise, with respect to Messrs. Rees and Michaels and Mss. Mehlman and Boltz, (ii) the Crocs Brand with respect to Ms. Poole and (iii) the HEYDUDE Brand with respect to Mr. Blackshaw. The Committee believes this aligns the incentives for named executive officers with performance metrics that are mostly closed related to their roles within the Company.

Performance weightings are primarily driven by pay philosophy, culture, organizational structure as well as sharing of resources, capital and/or employees. Incentive compensation for brand executives is linked to both enterprise goals and brand goals, which the Committee believes can promote teaming across brands and regions. Furthermore, the Committee believes that the scorecards should support and align the Company’s evolving strategy as well as provide accountability clarity and alignment with respect to the Company’s multi-brand strategy.

The Committee believes that the enterprise- and brand- specific metrics diversifies the performance goals among our short- and long-term incentive programs, drives performance across key metrics that we believe drive stockholder value and also supports our strategic priorities.

For brand executives, this incentivizes them to focus on the success and performance of their brands, while keeping the overall success of the company in mind. For corporate executives, this incentivizes them to assist the brand executives in their success, while still emphasizing overall Company performance.

Finally, the weighting of the non-financial strategic operating objectives under our annual cash incentive plan was decreased from 33% to 20% to place more emphasis on financial performance for 2022.

Long-Term Incentive Program

The Committee continues to believe that annual equity awards under our long-term incentive program will continue to provide the greatest opportunity to drive enterprise value. In 2021, the Committee utilized two evenly weighted financial metrics (adjusted revenue and adjusted EBITDA operating margin). For 2022, the Committee believed the financial performance metrics continued to be appropriate for the 2022 targets to reinforce both growth and improved profitability. In addition, the Committee added a non-financial performance metric related to progress against various predetermined ESG-related strategic initiatives that reflect our current priorities, to emphasize our commitment to ESG. Accordingly, the financial performance metrics were weighted at 47.5% each and ESG progress was weighted at 5.0%.

2022 Compensation Program

Base Salary. The Committee sets the base salary of the Chief Executive Officer. Base salary for other named executive officers is set by the Committee after considering the recommendation of the Chief Executive Officer.

Base salary is reviewed on an annual basis and at the time of hire or promotion. Annual adjustments are influenced by the results of our operations, revenue and profitability levels, individual performance, changes in responsibility, peer company comparisons and other factors (e.g., internal equity and succession planning).

The base salaries of our named executive officers as of December 31, 2022 are below:


Named Executive Officer						2022 Base Salary ($)
Andrew Rees						1,100,000
Michelle Poole						700,000
Anne Mehlman						650,000
Rick Blackshaw						650,000
Adam Michaels						575,000
Elaine Boltz (1)						—

(1) On September 28, 2022, we and Ms. Boltz agreed that she would separate from her position with the Company, effective October 14, 2022. Her base salary at the time was $650,000.

Ms. Mehlman received a 13% salary increase in 2022 as a result of an annual evaluation of executive compensation relative to peer companies in the market.

Annual Incentive Awards. The Committee believes that an annual cash incentive plan that offers significant awards to our named executive officers for meeting or exceeding Company performance goals provides our officers additional incentive to meet or exceed our strategic Company goals and ensures that we attract and retain talented named executive officers.

In 2022, the Committee weighted 80% of the annual incentive program on financial metrics and 20% on strategic operating goals to provide focus and incentive to achieve key strategic non-financial objectives during the Company’s continued growth. As discussed above in “— Named Executive Officer Incentive Program Changes,” there was a change of the weighting of the metrics and objectives in 2022 to decrease the weighting of the strategic initiatives due to their relative importance to the business. The non-financial objectives were further refined in 2022 to reflect strategic priorities, including with respect to the onboarding of HEYDUDE.

Each year, the Committee establishes a target annual incentive award 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 2022, the targets for our named executive officers were:


Named Executive Officer	Annual Incentive Plan Target (as a percentage of Base Salary)
Andrew Rees	150	%
Michelle Poole	100	%
Anne Mehlman	90	%
Richard Blackshaw	75	%
Adam Michaels	90	%
Elaine Boltz	90	%

The total annual incentive award actually paid to each named executive officer is determined based on the extent to which specified weighted objective performance goals are achieved with potential payouts ranging from 50% to 200% of the incentive plan target; there are no payouts for below-threshold performance.

For purposes of the 2022 performance year, the Committee selected: (i) global adjusted EBIT, global adjusted free cash flow, Crocs, Inc. Enterprise strategic initiative performance and integration efforts for named executive officers on the Crocs, Inc. Enterprise scorecard, (ii) Crocs Brand adjusted EBIT, global adjusted free cash flow, and Crocs Brand strategic initiative performance for named executive officers on the Crocs Brand Scorecard, and (iii) HEYDUDE Brand adjusted EBIT, global adjusted free cash flow, and HEYDUDE Brand strategic initiative performance for named executive officers on the HEYDUDE Brand scorecard as performance measures in the annual incentive program. The Committee continued to include adjusted EBIT (though for 2022, on a brand-specific basis) and adjusted free cash flow to more closely align compensation with key performance metrics associated with profitability.

Based on 2022 actual results, our named executive officers were eligible to be paid annual cash incentive awards at the applicable percentages of their respective target annual incentive award amounts set forth in the table below. The Committee

has discretion to depart from the formula in approving the annual incentive awards by decreasing, but not increasing, incentive awards after results are known. The Committee did not exercise that discretion in 2022.

For 2022, these goals and their applicable weightings and earned payouts were:

Crocs, Inc. Enterprise (1)

2022 Performance Targets

Weighting

Actual Performance

Weighted 2022 Actual Performance as a Percentage of Target

Global adjusted EBIT (2): $1,095.5 million

40.0%

$1,021.3 million

(83.1% payout)

33.2%

Global adjusted free cash flow (3): $759.4 million

40.0%

$791.1 million
(110.4% payout)

44.2%

Objectives associated with Crocs, Inc. Enterprise strategic initiative performance (4)

10.0%

8 of 17 Targets Achieved
(83.0% payout)

8.3%

Objectives associated with integration efforts (5)

10.0%

4 of 7 Targets Achieved
(83.0% payout)

8.3%

TOTAL:

94.0%

(1) The Crocs, Inc. Enterprise scorecard is applicable to Messrs. Rees and Michaels and Mss. Mehlman and Boltz.

(2) Global adjusted EBIT is calculated by excluding interest expenses, tax expense, foreign currency changes and non-recurring entries from GAAP net income attributable to common stockholders, including distribution center costs such as expansion and duplicate rent costs primarily related to our distribution centers and new headquarters, respectively, the step-up of HEYDUDE inventory costs to fair value upon the close of the acquisition on February 17, 2022, the shutdown of our direct operations in Russia, HEYDUDE acquisition and integration costs, and other costs.

(3) Global adjusted free cash flow is calculated by modifying global adjusted EBIT by: subtracting capital expenditures; adding year-over-year changes in inventory, accounts receivable and accounts payable; and adding depreciation, amortization and stock-based compensation expenses.

(4) The Crocs, Inc. Enterprise objectives associated with strategic initiative performance related to: (i) clogs, sandals, and personalization, (ii) digital commerce, (iii) China growth, (iv) global brick and mortar wholesale, (v) key distributor growth, (vi) planning systems and process implementations resulting in improved planning accuracy, (vii) marketing investment, (viii) supply chain evolution, (ix) analytics capabilities, (x) building talent to support growth, (xi) product architecture, (xii) building the HEYDUDE Brand, (xiii) growing digital commerce, (xiv) evolving the operating model, (xv) managing the U.S. market, (xvi) driving international efforts, and (xvii) building talent to support growth. These strategic initiative performance targets were evaluated based on Committee discretion.

(5) The Crocs, Inc. Enterprise objectives associated with integration efforts related to: (i) organization structure build-out, (ii) sourcing build-out, (iii) supply chain and logistics, (iv) human resources and communications, (v) finance, (vi) information technology, and (vii) legal. These strategic initiative performance targets were evaluated based on Committee discretion.

Crocs Brand (1)

2022 Performance Targets

Weighting

Actual Performance

Weighted 2022 Actual Performance as a Percentage of Target

Crocs Brand adjusted EBIT (2): $1,126.5 million

40.0%

$917.2 million
(53.6% payout)

21.4%

Global adjusted free cash flow (3): $759.4 million

40.0%

$791.1 million
(110.4% payout)

44.2%

Objectives associated with Crocs Brand strategic initiative performance (4)

20.0%

4 of 10 Targets Achieved
(72.0% payout)

14.4%

TOTAL:

80.0%

(1) The Crocs Brand scorecard is applicable to Ms. Poole.

(2) Crocs Brand adjusted EBIT is calculated by excluding interest expenses, tax expense, foreign currency changes, and non-recurring entries from generally accepted accounting principles (“GAAP”) net income attributable to common stockholders, such as various costs associated with the shutdown of our direct operations in Russia and expansion costs and duplicate rents costs primarily related our

distribution centers.

(3) Global adjusted free cash flow is calculated by modifying global adjusted EBIT by: subtracting capital expenditures; adding year-over-year changes in inventory, accounts rece

SEC Form DEF 14A filed by Crocs Inc.