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Crocs, Inc.

For the period ended Apr 23, 2026. Filed Apr 23, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 23, 2026 · Filed Apr 23, 2026

CROX$151.86-0.7%Stored close · as of Nov 6, 2026
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Contents

2025 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, 2025, are below:

Named Executive Officer2025 Base Salary($)
Andrew Rees1,200,000
Patraic Reagan750,000
Anne Mehlman750,000
Terence Reilly750,000
Rupert Campbell750,000
Susan Healy (1)—

(1) On August 28, 2025, Ms. Healy notified the Company of her decision to resign from her position as our Executive Vice President and Chief Financial Officer, effective immediately. Her base salary at the time was $750,000.

Mr. Rees and Mr. Reilly received a 4.3% and 7.1% salary increase, respectively, in 2025 as a result of an annual evaluation of executive compensation relative to peer companies in the market and individual performance.

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

Performance weightings are driven by pay philosophy, culture, organizational structure as well as sharing of resources, capital and/or employees. Incentive compensation for brand executives is linked to both enterprise goals and brand goals, which the Committee believes can promote teaming across brands and regions. The Committee believes that the scorecards support and align the Company’s evolving strategy as well as provide accountability, clarity, and alignment with respect to the Company’s multi-brand strategy. Consistent with prior years, the Committee includes Enterprise and brand-specific adjusted EBIT (as defined below), as applicable for a scorecard, and Enterprise adjusted free cash flow (as defined below) in the STIP to more closely align compensation with key performance metrics associated with profitability.

The enterprise- and brand- specific metrics diversify the performance goals among our STIP and LTIP, drive performance across key metrics that the Committee believes drive stockholder value and also support our strategic priorities. For brand executives, this incentivizes them to focus on the success and performance of their brands, while keeping the overall success of the Company in mind. For Enterprise executives, this incentivizes them to assist the brand executives in their success, while still emphasizing overall Company performance.

In 2025, the Committee continued to weigh 80% of the STIP on financial metrics and 20% on strategic operating goals to provide focus and incentive to achieve key strategic non-financial objectives during the Company’s continued growth. The non-financial objectives reflect strategic priorities and predetermined CRS strategic initiatives. While certain non-financial strategic objectives vary by STIP scorecard, the Enterprise CRS strategic initiatives apply consistently to all the STIP scorecards to increase focus on near-term goals. The strategic operating goals include the following:

digital marketplace deployment, supply chain optimization, organizational effectiveness, and fit-for-future talent and succession planning for named executive officers on the Crocs, Inc. Enterprise scorecard;

North America brand relevance, product diversification, market share gains in key international markets, and fit-for-future talent and succession planning for those on the Crocs Brand scorecard;

North America brand relevance, international growth and fit-for-future talent and succession planning for those on the HEYDUDE Brand scorecard; and

Enterprise CRS progress, such as achieving our bio-resin production target, environmental sustainability, and community and inclusivity, applicable to all scorecards.

Performance against these rigorous and difficult to achieve strategic operating goals is determined in the Committee’s discretion. The Committee believes that these performance goals are key drivers in our continued short- and long-term growth, which, if achieved, will ultimately help drive additional stockholder value over the long-term.

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

For 2025, the targets for our named executive officers were:

Named Executive OfficerSTIP Target (as a percentage of Base Salary)
Andrew Rees200%
Patraic Reagan100%
Anne Mehlman125%
Terence Reilly (1)125%
Rupert Campbell100%
Susan Healy (2)100%

(1) Mr. Reilly's STIP target was 125% of base salary throughout all of 2025. He participated in the HEYDUDE Brand scorecard through May 2025, when he was appointed Executive Vice President, Chief Brand Officer, at which point he transitioned to the Crocs, Inc. Enterprise scorecard. His 2025 STIP award reflects pro-rated performance measured under each scorecard.

(2)On August 28, 2025, Ms. Healy notified the Company of her decision to resign from her position as our Executive Vice President and Chief Financial Officer, effective immediately. As a result, she was ineligible to participate in the STIP.

The total STIP award actually paid to each named executive officer is determined based on the extent to which specified weighted objective performance goals are achieved with potential payouts ranging from 50% to 150% of the STIP target. There are no payouts for below-threshold performance.

Based on 2025 actual results, our named executive officers were eligible to be paid annual cash incentive awards at the applicable percentages of their respective target STIP award amounts set forth in the table above. The actual amounts paid under the 2025 STIP can be found in the “Summary Compensation Table” below. The Committee has discretion to depart from the formula in approving the STIP awards by decreasing, but not increasing, incentive awards after results are known. The Committee did not exercise that discretion with respect to the 2025 annual cash incentive awards.

For 2025, these goals and their applicable weightings and earned payouts under the STIP scorecards were:

Crocs, Inc. Enterprise (1)
2025 Performance TargetsWeightingActual PerformanceWeighted 2025 Actual Performance as a Percentage of Target
Enterprise adjusted EBIT (2): $1,006.1 million40.0%$951.7 million(86.5% payout)34.6%
Enterprise adjusted free cash flow (3): $909.4 million40.0%$992.3 million(111.4% payout)44.5%
Objectives associated with Crocs, Inc. Enterprise strategic initiative performance (4)15.0%2 of 4 Targets Achieved(75.0% payout)11.3%
Objectives associated with Enterprise corporate responsibility and sustainability progress (5)5.0%3 of 3 Targets Achieved(100.0% payout)5.0%
TOTAL:95.4%

(1) The Crocs, Inc. Enterprise scorecard is applicable to Messrs. Rees, Reilly, following his appointment as Executive Vice President, Chief Brand Officer, and Reagan, and Ms. Healy prior to her resignation.

(2) Enterprise adjusted EBIT is calculated by taking generally accepted accounting principles (“GAAP”) net income attributable to common stockholders and excluding interest expenses, tax expense, foreign currency changes, the impact of tariffs, and non-recurring entries, including impairment of the HEYDUDE indefinite-lived trademark and HEYDUDE Brand reporting unit goodwill, as well as costs incurred in connection with cost savings initiatives.

(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) digital marketplace deployment, (ii) supply chain optimization, (iii) enterprise organizational effectiveness, and (iv) fit-for-future talent and succession planning. These strategic initiative performance targets were evaluated based on Committee discretion and included partially achieved targets.

(5) The Enterprise CRS progress performance targets related to: (i) our bio-resin production target, (ii) environmental sustainability, and (iii) community and inclusivity. Achievement of these strategic initiative performance targets was evaluated based on Committee discretion.

Crocs Brand (1)
2025 Performance TargetsWeightingActual PerformanceWeighted 2025 Actual Performance as a Percentage of Target
Crocs Brand adjusted EBIT (2): $1,199.6 million40.0%$1,140.1 million(87.6% payout)34.9%
Enterprise adjusted free cash flow (3): $909.4 million40.0%$992.3 million(111.4% payout)44.6%
Objectives associated with Crocs Brand strategic initiative performance (4)15.0%1 of 4 Targets Achieved (65.0% payout)9.8%
Objectives associated with Enterprise corporate responsibility and sustainability progress (5)5.0%3 of 3 Targets Achieved(100.0% payout)5.0%
TOTAL:94.3%

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

(2) Crocs Brand adjusted EBIT is calculated by taking the Crocs Brand GAAP net income attributable to common stockholders and excluding interest expenses, tax expense, foreign currency changes, the impact of tariffs, and non-recurring entries, as applicable.

(3) Enterprise adjusted free cash flow is calculated as described in footnote (3) of the Crocs, Inc. Enterprise scorecard on page 42.

(4) The Crocs Brand strategic initiative performance targets related to: (i) North America brand relevance, (ii) product diversification, (iii) market share gains in key international markets, and (iv) fit-for-future talent and succession planning. These strategic initiative performance targets were evaluated based on Committee discretion and included partially achieved targets.

(5) The Enterprise CRS progress performance targets are the same as those outlined in footnote (5) of the Crocs, Inc. Enterprise scorecard on page 42. Achievement of these strategic initiative performance targets was evaluated based on Committee discretion.

HEYDUDE Brand (1)
2025 Performance TargetsWeightingActual PerformanceWeighted 2025 Actual Performance as a Percentage of Target
HEYDUDE Brand adjusted EBIT (2): $143.8 million40.0%$88.3 million(0.0% payout)0.0%
Enterprise adjusted free cash flow (3): $909.4 million40.0%$992.3 million(155.6% payout)44.6%
Objectives associated with HEYDUDE Brand strategic initiative performance (4)15.0%0 of 4 Targets Achieved (60.0% payout)9.0%
Objectives associated with Enterprise corporate responsibility and sustainability progress (5)5.0%3 of 3 Targets Achieved(100.0% payout)5.0%
TOTAL:58.6%

(1) The HEYDUDE Brand scorecard is applicable to Mr. Campbell and Mr. Reilly, prior to his appointment as Executive Vice President, Chief Brand Officer.

(2) HEYDUDE Brand adjusted EBIT is calculated by taking HEYDUDE Brand GAAP net income attributable to common stockholders and excluding interest expenses, tax expense, foreign currency changes, the impact of tariffs, and non-recurring entries, including impairment of the HEYDUDE indefinite-lived trademark and HEYDUDE Brand reporting unit goodwill.

(3)Enterprise adjusted free cash flow is calculated as described in footnote (3) of the Crocs, Inc. Enterprise scorecard on page 42.

(4) The HEYDUDE Brand strategic initiative performance targets related to: (i) North America brand relevance, (ii) international growth, (iii) United States marketplace management / stabilization, and (iv) fit-for-future talent and succession planning. These strategic initiative performance targets were evaluated based on Committee discretion and included partially achieved targets.

(5) The Enterprise CRS progress performance targets are the same as those outlined in footnote (5) of the Crocs, Inc. Enterprise scorecard on page 42. Achievement of these strategic initiative performance targets was evaluated based on Committee discretion.

Long-Term Equity Awards. The Committee grants long-term equity awards annually to the named executive officers in order to provide long-term performance-based compensation, to encourage the named executive officers to continue their employment throughout the vesting periods of the awards, and to align management and stockholder interests. The awards are allocated between time-based RSUs and performance-based PSUs and vest over a three-year period (other than the 2025–2027 PSUs based on revenue goals, which cliff vest at the end of the three-year performance period), subject to continued service, which also assists with long-term incentives and retention. We believe that a significant portion of each named executive officer’s compensation should be in the form of long-term equity incentive awards. For 2025, the amount of LTIP awards granted to our named executive officers was based on a review of market practices by Meridian, the Committee’s independent compensation consultant, the recommendations of the Chief Executive Officer (for named executive officers other than himself), personal performance, internal equity, and expected future contributions, among other factors.

2025 Long-Term Performance Incentive Program. In 2025, all of our named executive officers received grants of time-based RSUs and PSUs, 67% of which were PSUs eligible to be earned based on satisfaction of performance goals and 33% of which were time-based RSUs that vest based on continued service. The material terms of these 2025 time-based RSU and PSU awards were as follows:

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

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

The Committee selected the metrics for the PSUs because it views them as primary drivers of enhanced stockholder value and appropriate measures of performance given our continued, successful growth. For the 2025-2027 Revenue/rTSR PSUs, the Committee believes the annual revenue targets for each of the three years in the performance period allow the Committee to set goals and measure performance in a manner that reflects the dynamic and challenging nature of our business. The relative TSR modifier holds management accountable to relative Company stock performance relative to benchmark companies and further aligns our named executive officers with shareholders.

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