Crocs, Inc.

◦Long-Term Incentive Program (“LTIP”): Following the redesign of our STIP (as defined below) in 2022, the Committee approved changes to our LTIP design in 2023. For 2023, the Committee determined it was appropriate to introduce a new performance-based RSU with a 3-year performance period into our LTIP. The performance-based restricted stock unit component with a one-year performance period was also maintained in the LTIP. As such, the performance-based component of our LTIP encompassed two financial metrics: (1) Adjusted 3-year cumulative revenue (as defined herein) and (2) 2023 Adjusted EBITDA operating margin (as defined herein).

In addition, beginning in 2023, the mix of awards and vesting schedule for time-based RSUs and PSUs was changed such that (i) 33% of the LTIP grant was comprised of time-based RSUs that vest in three annual installments beginning one year after the date of grant based on continued service; (ii) 33% of the LTIP grant was comprised of PSUs earned based on the achievement of 2023 Adjusted EBITDA operating margin performance with any earned PSUs then vesting 33% upon satisfaction of the performance goal and 33% in each of the next two years, subject to continued service; and (iii) 33% of the LTIP grant was comprised of PSUs earned based on the achievement of Adjusted 3-year cumulative revenue performance with any earned PSUs cliff vesting at the end of the three-year performance period, subject to continued service. The Committee adopted an extended vesting term for the Adjusted 3-year cumulative revenue portion of our LTIP to ensure our most senior leaders have a heightened focus on our long-term performance goals and to further align with stockholder interests, while maintaining focus on Adjusted EBITDA operating margin and senior leader retention.

◦Short-Term (Annual) Cash Incentive Program (“STIP”): The Committee continued to use the same financial metrics for the STIP scorecards; however, our non-financial metrics have been more narrowly defined and are brand specific. Also, predetermined corporate responsibility and sustainability strategic initiatives were added to each of the non-financial metrics in all three of our STIP scorecards to increase focus on near-term goals.

Meridian, the Committee’s independent compensation consultant, assisted in the changes and updates to our incentive programs and provided independent and market-based perspectives to support the process.

•Emphasis on Pay-for-Performance: In 2023, the Committee continued to use multiple performance metrics and focus on objective, performance-based and “at-risk” pay arrangements. We believe these performance metrics help align the interests of our named executive officers with those of stockholders by making a significant portion of their compensation contingent upon results beneficial to stockholders, and thereby incenting our named executive officers to create long-term value for stockholders. The Committee believes the performance metrics continued to be appropriately aligned with stockholder value as demonstrated by the payouts for our named executive officers under our STIP and LTIP in 2023 relative to the performance of our stock during 2023.

The performance metrics used for our STIP for each scorecard (and the named executive officers for whom such scorecards were applicable) were:

◦Crocs, Inc. Enterprise Scorecard: Enterprise adjusted EBIT, Enterprise adjusted free cash flow, Enterprise strategic initiative performance, and corporate responsibility and sustainability progress (Messrs. Rees and Michaels and Ms. Mehlman);

◦Crocs Brand Scorecard: Crocs Brand adjusted EBIT, Enterprise adjusted free cash flow, Crocs Brand strategic initiative performance, and corporate responsibility and sustainability progress (Ms. Poole); and

◦HEYDUDE Brand Scorecard: HEYDUDE Brand adjusted EBIT, Enterprise adjusted free cash flow, HEYDUDE Brand strategic initiative performance, and corporate responsibility and sustainability progress (Mr. Blackshaw).

•Base Salary Increases: As a result of an annual evaluation of executive compensation relative to peer companies in the market and individual performance, we provided a salary increase of 4% to Mss. Poole and Mehlman and Messrs. Blackshaw and Michaels.

•Rigorous Objective Financial Performance Goals: In 2023, the Committee approved changes to each of our STIP and LTIP designs, which could distort the comparison between 2023 target goals and 2022 target goals as, among other things, certain of the financial performance metrics under our STIP and LTIP designs have changed. In addition, because adjusted revenue is now measured on a 3-year cumulative basis, there is no comparative amount for Adjusted 3-year cumulative revenue for 2022 under the LTIP.

(1)Enterprise adjusted earnings before interest and taxes (“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, including distribution center costs such as expansion and duplicate rent costs primarily related to our distribution centers, costs pertaining to the relocation of our headquarters, including impairment of our former corporate headquarters and related long-lived assets as well as duplicate rent costs associated with our move to the new headquarters, HEYDUDE integration costs, and other costs. Enterprise adjusted EBIT for 2023 is the same performance metric called Global adjusted EBIT in 2022.

(2) Crocs Brand adjusted EBIT is calculated by excluding interest expenses, tax expense, foreign currency changes, and non-recurring entries from GAAP net income attributable to common stockholders, such as expansion costs and duplicate rent costs primarily related to our distribution centers, HEYDUDE integration costs, and other costs.

(3)HEYDUDE Brand adjusted EBIT is calculated by excluding interest expenses, tax expense, foreign currency changes, and non-recurring entries from GAAP net income attributable to common stockholders, such as expansion costs and duplicate rent costs primarily related to our distribution centers and other costs.

(4)Enterprise adjusted free cash flow is calculated by modifying Enterprise 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. Enterprise adjusted free cash flow for 2023 is the same performance metric called Global adjusted free cash flow in 2022.

(1) Adjusted 3-year cumulative revenue is calculated by adjusting GAAP revenue for the applicable 3-year period for non-recurring items, as applicable.

(2)We do not disclose the Adjusted 3-year cumulative revenue measure target before completion of the three-year performance period as such disclosure is competitively sensitive and would reveal information about our long-range financial plan which is not otherwise public. The Committee believes that it has set the performance goal at a rigorous and challenging level so as to require significant effort and achievement by our executive officers to be attained, and that such goal has been established in light of the macroeconomic and industry environments, as well as our internal long-range forecast. After the end of the performance period, the target and achievement relative to such target will be disclosed.

(3) 2023 Adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) operating margin is calculated by modifying adjusted EBIT, which is calculated by excluding interest expenses, tax expense, foreign currency changes and non-recurring entries from GAAP net income attributable to common stockholders, and dividing by adjusted revenue for fiscal year 2023. The non-recurring entries from GAAP net income attributable to stockholders include distribution center costs such as expansion and duplicate rent costs primarily related to our distribution centers, costs pertaining to the relocation of our headquarters, including impairment of our former corporate headquarters and related long-lived assets as well as duplicate rent costs associated with our move to the new headquarters, HEYDUDE integration costs, and other costs.

The Committee believes the performance targets were rigorous and difficult to achieve requiring significant improvements over 2022. The selection of these metrics diversifies the performance goals among our STIP and LTIP, drives performance across key metrics that we believe drive stockholder value and also supports our strategic priorities. As discussed above, beginning in 2023, the mix of awards and vesting schedule for time-based RSUs and PSUs was changed.

The 2023 Adjusted EBITDA operating margin PSUs are earned based on a one-year performance period, which the Committee believes is an appropriate measurement period given our continued growth, business environment, and desire for consistency. To further drive stockholder alignment and retention, any earned 2023 Adjusted EBITDA operating margin PSUs are subject to continued vesting and service requirements following the date in 2024 that the Committee certifies that the 2023 Adjusted EBITDA operating margin target was achieved, as further described below.

The Adjusted 3-year cumulative revenue PSUs are earned based on a three-year performance period, which the Committee believes is an appropriate measurement period to ensure our most senior leaders have a heightened focus on our long-term performance goals and to further align with stockholder interests, while maintaining focus on retention. Any earned Adjusted 3-year cumulative revenue PSUs will cliff vest at the end of the three-year performance period on the date in 2026 that the Committee certifies that the Adjusted 3-year cumulative revenue target was achieved, subject to continued service as of such date, as further described below.

•2023 Pay Outcomes Were Aligned with Company Performance: Our 2023 Adjusted EBITDA operating margin PSUs were earned at 96.6% of target and our STIP paid out at 103.1%, 114.6%, and 71.8% of target for named executive officers on the Crocs, Inc. Enterprise, the Crocs Brand, and the HEYDUDE Brand scorecards, respectively. The Committee believes these payouts recognize and reward the named executive officers for the Company’s financial performance, especially in light of the macroeconomic challenges. The three-year performance cycle for the Adjusted 3-year cumulative revenue PSUs granted in 2023 is still in progress.

•Operating Performance Metrics for STIP: In addition to the enterprise- or brand-specific financial performance targets, the Committee weighted 20% of the target 2023 annual incentive awards to objectives associated with strategic initiative performance such as (i) enterprise resource planning implementation, trading company implementation, and the HEYDUDE distribution center project, (ii) Crocs Brand sandal growth and China growth, and (iii) HEYDUDE inventory management and gross margin improvement for named executive officers on the Crocs, Inc. Enterprise, the Crocs Brand, and the HEYDUDE Brand scorecards, respectively, as well as corporate responsibility and sustainability progress, such as achieving our bio-resin production target, for all named executive officers. Performance against these rigorous and difficult to achieve goals was determined in the Committee’s discretion. The Committee believes that these performance goals are key drivers in our continued short- and long-term growth, which, if achieved, will ultimately help drive additional stockholder value over the long-term.