Crocs, Inc.

The Committee continues to believe that annual equity awards under our LTIP will continue to provide the greatest opportunity to drive enterprise value. For 2023, the Compensation Committee determined it was appropriate to introduce a performance-based restricted stock unit with a 3-year performance period into our LTIP as well as maintain our performance-based restricted stock unit component with a one-year performance period. As such, the performance-based component of our LTIP encompassed two financial metrics: (1) Adjusted 3-year cumulative revenue and (2) 2023 Adjusted EBITDA operating margin.

In addition, beginning in 2023, the mix of awards and vesting schedule for time-based RSUs and PSUs was changed such that (i) 33% of the LTIP grant was comprised of time-based RSUs that vest in three annual installments beginning one year after the date of grant based on continued service; (ii) 33% of the LTIP grant was comprised of PSUs which are earned based on achievement of the 2023 Adjusted EBITDA operating margin target goal that vest 33% upon satisfaction of the performance goal and 33% in each of the next two years, subject to continued service; and (iii) 33% of the LTIP grant was comprised of PSUs which are earned based on achievement of the Adjusted 3-year cumulative revenue target goal that cliff vest at the end of the three-year performance period, subject to continued service.

The Committee adopted a 3-year performance period to ensure our most senior leaders have a heightened focus on our long-term performance goals and to further align with stockholder interests, while maintaining focus on Adjusted EBITDA operating margin and senior leader retention.