Crocs, Inc.

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, 2024 are below:

Mr. Rees and Mr. Britt received a 4.5% and 9.1% salary increase, respectively, in 2024 as a result of an annual evaluation of executive compensation relative to peer companies in the market and individual performance. Ms. Mehlman received an 11.1% salary increase in February 2024 as a result of her appointment as Executive Vice President, Brand President for Crocs.

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

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

The Committee believes that the enterprise- and brand- specific metrics diversifies the performance goals among our STIP and LTIP, drives performance across key metrics that the Committee believes 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 Enterprise executives, this incentivizes them to assist the brand executives in their success, while still emphasizing overall Company performance.

In 2024, the Committee weighted 80% of the STIP on financial metrics and 20% on strategic operating goals to provide focus and incentive to achieve key strategic non-financial objectives during the Company’s continued growth. The non-financial objectives reflect strategic priorities and predetermined corporate responsibility and sustainability strategic initiatives are a component of each of the non-financial metrics in all three of our STIP scorecards to increase focus on near-term goals.

Each year, the Committee establishes a target STIP for each named executive officer expressed as a percentage of the executive’s base salary, based on factors such as: the estimated contribution and responsibility of the named executive officer, market practices, internal equity and the recommendation of the Chief Executive Officer (for all named executive officers excluding himself).

For 2024, the targets for our named executive officers were:

In 2024, the STIP target (as a percentage of base salary) increased 25 percentage points for Ms. Mehlman as a result of her appointment as Executive Vice President, Brand President for Crocs.

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

For purposes of the 2024 performance year, the Committee selected: (i) Enterprise adjusted EBIT, Enterprise adjusted free cash flow, Enterprise strategic initiative performance, and Enterprise CRS progress for Messrs. Rees, Michaels and Britt, and Ms. Healy, the named executive officers on the Crocs, Inc. Enterprise scorecard, (ii) Crocs Brand adjusted EBIT, Enterprise adjusted free cash flow, Crocs Brand strategic initiative performance, and Enterprise CRS progress for Ms. Mehlman, the named executive officer on the Crocs Brand Scorecard, and (iii) HEYDUDE Brand adjusted EBIT, Enterprise adjusted free cash flow, HEYDUDE Brand strategic initiative performance, and Enterprise CRS progress for Mr. Reilly, the named executive officer on the HEYDUDE Brand scorecard as performance measures in the STIP. The Committee continued to include Enterprise and brand-specific adjusted EBIT, as applicable, and Enterprise adjusted free cash flow to more closely align compensation with key performance metrics associated with profitability.

Based on 2024 actual results, our named executive officers were eligible to be paid annual cash incentive awards at the applicable percentages of their respective target STIP award amounts set forth in the table below. The Committee has discretion to depart from the formula in approving the STIP awards by decreasing, but not increasing, incentive awards after results are known. The Committee did not exercise that discretion with respect to the 2024 annual cash incentive awards.

For 2024, these goals and their applicable weightings and earned payouts were:

(1) The Crocs, Inc. Enterprise scorecard is applicable to Messrs. Rees, Michaels and Britt and Ms. Healy. The Crocs, Inc. Enterprise scorecard was previously applicable to Ms. Mehlman prior to her appointment as Executive Vice President, Brand President for Crocs.

(2) Enterprise 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, including costs to transition to our new HEYDUDE distribution center in Las Vegas, Nevada, impairment of information technology systems related to the HEYDUDE integration, impairment of the right-of-use assets for our former HEYDUDE Brand warehouses in Las Vegas, Nevada associated with our move to our new distribution center, and impairment of the right-of-use asset for our former Crocs Brand warehouse in Oudenbosch, the Netherlands.

(3) 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.

(4) The Enterprise strategic initiative performance targets related to: (i) enterprise resource planning implementation, (ii) digital expansion strategy, and (iii) fit for future talent and succession planning. These strategic initiative performance targets were evaluated based on Committee discretion.

(5) The Enterprise corporate responsibility and sustainability progress performance targets related to: (i) our bio-resin production target, (ii) environmental sustainability, and (iii) community and inclusivity. These strategic initiative performance targets were evaluated based on Committee discretion.

(1)Following her appointment as Executive Vice President, Brand President for Crocs, the Crocs Brand scorecard is applicable to Ms. Mehlman.

(2) Crocs Brand adjusted EBIT is calculated by excluding interest expenses, tax expense, foreign currency changes, and non-recurring entries from the Crocs Brand GAAP net income attributable to common stockholders, such as impairment of the right-of-use asset for our former Crocs Brand warehouse in Oudenbosch, the Netherlands.

(3) Enterprise adjusted free cash flow is calculated as described in footnote (3) of the Crocs, Inc. Enterprise scorecard on page 45.

(4) The Crocs Brand strategic initiative performance targets related to: (i) Asia sustainable growth, (ii) product diversification, and (iii) fit for future talent and succession planning. These strategic initiative performance targets were evaluated based on Committee discretion.

(5) The Enterprise corporate responsibility and sustainability progress performance targets are consistent with those outlined in footnote (5) of the Crocs, Inc. Enterprise scorecard on page 45.

(1) The HEYDUDE Brand scorecard is applicable to Mr. Reilly.

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

(3)Enterprise adjusted free cash flow is calculated as described in footnote (3) of the Crocs, Inc. Enterprise scorecard on page 45.

(4) The HEYDUDE Brand strategic initiative performance targets related to: (i) gross margin improvement strategy, (ii) sustainable international growth, (iii) United States marketplace management, and (iv) fit for future talent and succession planning. These strategic initiative performance targets were evaluated based on Committee discretion.

(5) The Enterprise corporate responsibility and sustainability progress performance targets are consistent with those outlined in footnote (5) of the Crocs, Inc. Enterprise scorecard on page 45.

Long-Term Equity Awards. The Committee grants long-term equity awards annually to the named executive officers in order to provide long-term performance-based compensation, to encourage the named executive officers to continue their employment throughout the vesting periods of the awards, and to align management and stockholder interests. The awards vest over a 3-year period (other than the 2024-2026 Adjusted 3-year cumulative revenue PSUs, which cliff vest at the end of the 3-year performance period), subject to continued performance, which also assists with long-term incentives and retention. We believe that a significant portion of each named executive officer’s compensation should be in the form of long-term equity incentive awards. For 2024, the amount of LTIP awards granted to our named executive officers was based on a review of market practices by Meridian, the Committee’s independent compensation consultant, the recommendations of the Chief Executive Officer (for named executive officers other than himself), personal performance, internal equity, and expected future contributions, among other factors.

2024 Long-Term Performance Incentive Program. In 2024, all of our named executive officers received grants of time-based RSUs and PSUs, 67% of which were PSUs earned based on satisfaction of performance goals and 33% of which were time-based RSUs that vest based on continued service. The material terms of these 2024 time-based RSU and PSU awards were as follows:

The Committee grants performance-based awards to support our pay-for-performance philosophy and better align the interests of our named executive officers with those of our stockholders. The Committee grants time-based RSUs because it generally believes that full-value awards such as time-based RSUs offer a stronger retention incentive than stock options while also providing alignment with stockholders. In addition, time-based RSUs and PSUs are less dilutive to our current stockholders as fewer time-based RSUs and PSUs are necessary to provide the same equity benefit compared to stock options.

The Committee selected 2024-2026 Adjusted 3-year cumulative revenue and 2024 Adjusted EBITDA operating margin as the financial performance metrics for the 2024 PSU grant because it views these metrics as primary drivers of enhanced stockholder value and appropriate measures of performance given our continued, successful growth.