Crocs, Inc DEF 14A, filed Apr 23, 2024

Crocs, Inc. (CROX)

DEF 14A 2024-04-23 For: 2024-04-23

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Added on June 12, 2026

About this DEF 14A

Crocs, Inc filed this DEF 14A on April 23, 2024.

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CROCS, INC.
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Proxy Statement Summary						1
Frequently Asked Questions About Voting and the Annual Meeting						5
Proposal 1 - Election of Directors						10
Corporate Governance						17
Board of Directors and Committees of the Board						21
Executive Officers						27
Beneficial Ownership of our Securities						29
Certain Relationships and Related Person Transactions						31
Director Compensation						32
A Letter from the Chair of our Compensation Committee						34
Executive Compensation						35
Compensation Discussion and Analysis						35
Compensation Committee Report						50
Compensation Tables						51
Report of the Audit Committee						65
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm						66
Proposal 3 - Advisory Vote to Approve the Compensation of our Named Executive Officers						67

Other Matters						68
Stockholder Proposals and Nominations						68
Householding						68


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 97% support in 2023)						• 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 corporate responsibility and sustainability 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


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
John Replogle
Douglas J. Treff
Class III terms expire at the 2026 annual meeting:
Thomas J. Smach
Beth J. Kaplan
Neeraj Tolmare


			BY ORDER OF THE BOARD OF DIRECTORS,
			/s/ Sara Hoverstock
			Sara Hoverstock Senior Vice President, General Counsel


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


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 2024.


Proposal 3—Advisory Vote to Approve Named Executive Officer Compensation (Advisory Say-on-Pay Vote) (page 67)


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


Ronald L. Frasch (Class I)			Mr. Frasch, age 75, has served as a member of the Board since October 2006 and served as the Lead Director from November 2012 to January 2016. Mr. Frasch currently serves as the chair of the Governance and Nominating Committee and is also a member of the Compensation Committee. In addition to his work with Crocs, Mr. Frasch has served on the board of Burberry Group plc, a global luxury brand, since 2017 and is the founder of Ron Frasch Associates, an industry consulting firm incorporated in 2014. In addition to his consulting work, Mr. Frasch 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 also served as a director of EVINE Live, Inc., a Nasdaq-listed digital commerce company. Mr. Frasch served as President and Chief Merchandising Officer of Saks Fifth Avenue, a division of Saks, Inc. (“Saks”), a NYSE-listed luxury fashion retailer, from February 2007 until the merger of Saks with Hudson’s Bay Company in November 2013. From November 2004 until January 2007, Mr. Frasch held the position of Vice Chairperson and Chief Merchant of Saks Fifth Avenue and prior to this time, starting in January 2004, he was employed by Saks in a non-executive capacity. From April 2000 to January 2004, Mr. Frasch served as President and Chief Executive Officer of Bergdorf Goodman (a subsidiary of Neiman Marcus Group, Inc., a luxury retailer) 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, a luxury women’s designer clothing company 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 57, has served as a member of the Board since June 2017 and is currently the Chief 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., a consulting firm, Mr. Rees served as a consultant for Crocs from 2013 to 2014, supporting the development and execution of the Company’s strategic growth plan. Previous to L.E.K., Mr. Rees served as Vice President of Strategic Planning and Vice President of Retail Operations for Reebok International, an American footwear and clothing brand. He also held a variety of positions at Laura Ashley, a British textile design company, from 1994 to 1996. Mr. Rees has extensive executive expertise in the footwear and retail industry and day-to-day knowledge of Crocs operations as Chief Executive Officer.

Charisse Ford Hughes (Class I)			Charisse Ford Hughes, age 53, has served as a member of the Board since September 2020 and currently serves as the chair of the Corporate Responsibility and Sustainability Steering Committee. Ms. Ford Hughes is currently the Senior Vice President, Chief Growth Officer of Kellanova (formerly known as Kellogg Company) (“Kellanova”), a multinational food manufacturing company, since May 2023. Prior to this role, Ms. Ford Hughes served as the Senior Vice President and Chief Brand & Advanced Analytics Officer of Kellanova from March 2022 to May 2023. Before that, Ms. Ford Hughes served as the Senior Vice President and Global Chief Marketing Officer of Kellanova from September 2020 to March 2022. Before joining Kellanova, Ms. Ford Hughes served as Chief Marketing Officer for the Americas region of Pandora Jewelry, a Danish jewelry manufacturer and retailer, 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., a multinational cosmetics company, from August 2005 to July 2014, Avon Products, Inc., a multinational cosmetics, skin care, perfume and personal care company, from 2001 to 2005, and the Sara Lee Corporation, a major American producer of food products, from 1997 to 2001. Ms. Ford Hughes currently serves on the executive board of the Mobile Marketing Association (“MMA”), an industry body architecting a new future of marketing, in addition to serving as a board advisor to Prelude Growth Partners, an equity firm, 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.


Ian M. Bickley (Class II)			Mr. Bickley, age 60, has served as a member of the Crocs, Inc. Board of Directors since April 2015 and is currently a member of the Audit Committee and the Corporate Responsibility and Sustainability Steering Committee. In addition to Crocs, Mr. Bickley has been serving on the Board of Directors, Audit Committee, and as Chairman of the Nominating and Corporate Governance Committee of Brilliant Earth (NASDAQ: BRLT), an innovative, global leader in ethically sourced fine jewelry since June 2021. He has also served as a strategic advisor for Mycoworks Inc., a biotechnology company and pioneer in the development of alternative materials engineered from Fine Mycelium since June 2021. Prior to this time, Mr. Bickley served as an Executive Officer of Tapestry, Inc. (“Tapestry”) (NYSE: TPR), a 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, he 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. Most recently, from April 2019 to April 2023, Mr. Bickley served on the Board of Directors and Strategy Committee of Natura & Co. Holding S.A. (“Natura”) a Brazilian listed global beauty and cosmetics company. Later, from April 2023 until January 2024, Mr. Bickley served as the interim Chief Executive Officer and as a director of The Body Shop International Limited (“TBSI”), the original British natural and ethical beauty brand, which was owned by Natura and later sold to Aurelius Investment Advisory Limited (“Aurelius”), concurrent with Mr. Bickley’s departure from TBSI. Subsequent to the sale of TBSI, it entered into administration in February 2024 under the control of Aurelius. 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.

John Replogle (Class II)			Mr. Replogle, age 58, has served as a member of the Board since January 2024 and is currently a member of our Corporate Responsibility and Sustainability Steering Committee. Since October 2017, Mr. Replogle has been a Founding Partner of One Better Venues, LLC, a venture capital firm focused on investing in consumer-centric businesses that have a positive impact on the world. He was CEO of Seventh Generation, Inc., a pioneer in the natural household cleaning category that was acquired by Unilever, from February 2011 to October 2017. Prior, he was CEO of Burt’s Bees, Inc., an iconic brand that scaled globally as the leader in natural personal care, from January 2006 to February 2011. Burt’s Bees was acquired by The Clorox Company (NYSE: CLX), a leading manufacturer of consumer and professional products, in 2007. John was also the GM of Unilever’s Skin Care division from 2003 to 2006, and President of Guinness, a wholly owned subsidiary of Diageo, Plc. (NYSE: DEO), a global premium drinks company, from 1996 to 2003. John is a graduate of Dartmouth College and Harvard Business School. He currently serves on the Board of Elon University and also serves as a member of the Board of Directors for Grove Collaborative, Inc. (NYSE: GROV), a natural household and personal care beauty products company, and Wolfspeed, Inc. (NYSE: WOLF), a developer and manufacturer of wide-bandgap semiconductors. He previously served on the Board of Dartmouth and on the Board of Directors for Sealy Corporation (NYSE: ZZ), a bedding company prior to its acquisition by Tempur-Pedic. Mr. Replogle brings decades of experience from serving in global leadership positions at major consumer brands.


Douglas J. Treff (Class II)			Mr. Treff, age 66, has served as a member of the Board since June 2016. He currently serves as chair of the Company’s Audit Committee and is a member of the Corporate Responsibility and Sustainability Steering Committee. In addition to his role at Crocs, Mr. Treff currently serves as the Senior Vice President and Chief Financial Officer of World Vision, Inc., an international relief and development organization. He previously served as Executive Vice President and Chief Administrative Officer of Payless Holdings, Inc. (“Payless”), a footwear retailer, 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 also served as Executive Vice President and Chief Administrative Officer of Sears Canada Inc. (“Sears Canada”), a publicly-traded Canadian company affiliated with the American-based Sears department store chain, from 2006 to 2007, having been seconded to Sears Canada from Sears Holdings. In addition, Mr. Treff served as the Senior Vice President and Chief Financial Officer of Deluxe Corporation, an American payments and business technology company, from 2000 to 2006. From 1990 to 2000, Mr. Treff held various leadership roles at Wilsons The Leather Experts Inc. (“Wilsons”), an apparel retailer, including serving as Vice President, Finance of Wilsons from 1993- 1996 and as Chief Financial Officer and Assistant Secretary from 1996-2000. 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 also provides the Board with significant expertise and perspective relating to financial management, audit committee oversight, and global retail operations.


Thomas J. Smach (Class III)			Mr. Smach, age 63, has served as the Chairperson of the Board since June 2011, and as a member of the Board since April 2005. Mr. Smach currently sits on the Audit, Compensation, and Governance and Nominating Committees. 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, Mr. Smach has 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 the Company’s 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 the Company’s Audit Committee and also as the Board’s Chairperson.

Beth J. Kaplan (Class III)			Ms. Kaplan, age 66, has served as a member of the Board since January 2020 and currently serves as the chair of the Compensation Committee and as a member of the Governance and Nominating Committee. Ms. Kaplan is a venture partner at Revolution Ventures, a venture capital firm, and, since 2001, has been the managing member of Axcel Partners, LLC, a venture capital firm investing in early stage and growth companies. Ms. Kaplan served as President and Chief Operating Officer at Rent the Runway, Inc. (“Rent the Runway”), a Nasdaq-listed e-commerce apparel company, from 2013 to 2015 and has served on its Board of Directors since February 2014 in addition to serving on both the Audit Committee and as chair of the Compensation Committee. In addition to Rent the Runway, 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 as the chairperson of its Nominating and Governance Committee. Ms. Kaplan has also served on the board of Brilliant Earth Group, Inc., a Nasdaq-listed digital-first jewelry company (“Brilliant Earth”) since October 2020, currently as chair of the Compensation Committee and also as a member of the Nominating and Corporate Governance Committee. She has served on the boards of several early-stage growth companies, including Framebridge (which is owned by Graham Holdings) from 2016 to 2020. Previous to this time, Ms. Kaplan served as President and Chief Merchandising and Marketing Officer, and as a director, at General Nutrition Centers (“GNC”), a health and wellness products retailer, 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, a beauty care retailer, from 2002 to 2005, Executive Vice President of Marketing and Merchandising at Rite Aid Corporation, an American drugstore chain, from 1996 to 1999, and President and General Manager of the U.S. Cosmetics and Fragrance division at The Procter & Gamble Company, a multinational consumer goods company from 1981 to 1996. 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, where she served as the Chairperson of the Human Resource and Compensation Committee and as a member of the Finance/Audit Committee for the company. 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.


Neeraj Tolmare (Class III)			Mr. Tolmare, age 50, has served as a member of the Board since January 2024 and currently sits on the Company’s Audit Committee. Since September 2022, Mr. Tolmare has served as Global Chief Information Officer for the Coca-Cola Company (NYSE: KO), a global beverages company, where he has built and led teams to modernize a legacy network and infrastructure footprint and to improve the organization’s global technology maturity. Prior to this time, Mr. Tolmare held the role of Chief Information Officer – Global Head of Digital & Innovation for the Coca-Coca Company from June 2018 to September 2022. Prior to his time at the Coca-Cola Company, Mr. Tolmare worked at Fortune 50 global technology companies, such as HP Inc. from October 2012 to May 2018 and Cisco Systems from October 2010 to September 2012, as well as at startups like Palm Inc., a company that specialized in manufacturing mobile devices and software from November 2008 to October 2010. He held various roles in these companies which focused on leading global technology, data and e-commerce functions enabling double-digit growth for their online businesses. He currently serves on the board of Morehouse School of Medicine in Atlanta as well as the Georgia Tech Research Institute, Center for Development and Application of Internet of Things. Mr. Tolmare has more than 20 years of experience in leading technology teams and digital transformation initiatives across diverse industries.


How to Vote


Total Shareholder Return in 2023 Compared to Peer Group


Proposal 2—Ratify Independent Auditors (page 66)


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


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, Replogle, Smach, Tolmare, and Treff and Mss. Ford Hughes 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., 500 Eldorado Blvd., Building 5, Broomfield, CO 80021. 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 may sort or summarize the communications as appropriate and, depending on the nature of the communication, the correspondence will either be forwarded or periodically presented to the Board. Communications that are personal grievances, commercial solicitations, customer complaints or that contain inappropriate or offensive content will not be communicated to the Board or any director or committee. 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 General Counsel and/or the enterprise risk team 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 General Counsel 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 General Counsel 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 bi-annually, or more frequently as needed, regarding our directors and officers insurance coverage and at least annually, or more frequently as needed, on matters regarding certain financial risks. Please refer to Item 1C. Cybersecurity in Part I of our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding cybersecurity matters. Climate change is a serious concern that warrants meaningful action on a global basis. We believe it is important not only to address our climate-related risks and reduce our greenhouse gas emissions, but also to address the climate-related business opportunities to innovate and reduce the environmental impacts of our products. Our Enterprise Risk Management process includes risks identified by the Financial Stability Board Taskforce on Climate-related Financial Disclosures (“TCFD”). Management assesses the significance of environmental and climate-related risks and provides regular updates to the Corporate Responsibility and Sustainability Steering Committee as well as the full Board of Directors.


Risk Oversight (continued) The Corporate Responsibility and Sustainability Steering Committee provides oversight of our environmental, social, and governance strategy, policies, and practices, including those related to climate change. We are committed to our purpose "to create a more comfortable world for all," which includes reducing our negative impact on the environment through carbon reduction, sustainable operations, and product circularity, as well as increasing our positive impact on people through fostering an inclusive workplace, supporting communities, and engaging with our supply chain. Further details can be found in our Comfort Report available on the Crocs, Inc. investor website located at www.investors.crocs.com. The content provided in our Comfort 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 Corporate Responsibility and Sustainability 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., 500 Eldorado Blvd., Building 5, Broomfield, CO 80021.

Environmental, Social, and Governance 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. Our 2023 Comfort Report, which is expected to be published in the first half of 2024, is our third annual publication that provides an explanation of our progress towards more transparent, socially conscious, and sustainable business practices. Our Comfort Report will be made available on the Investor Relations section of our website located at www.investors.crocs.com. Except where specified otherwise, all information in the forthcoming Comfort Report and below Corporate Responsibility and Sustainability (“CRS”) discussion, including environmental, social, and governance topics pertaining to Crocs, Inc. as of December 31, 2023. The content provided in our Comfort Report or accessible through our website is not incorporated by reference as part of this proxy statement. 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 sustainability 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”) and TCFD frameworks. Sustainability We are committed to reducing our impact on the environment and are particularly focused on carbon reduction, sustainable operations, and product circularity. In 2023, we completed a Greenhouse Gas inventory for the Crocs, Inc. enterprise, including both the Crocs and HEYDUDE brands, based on 2022 data. We also redefined our 2021 baseline to account for the HEYDUDE Brand as part of our continued journey to Net Zero by 2040. In the past year, we continued the integration of our sustainable bio-based alternative materials as part of our Croslite™ compound, renewed our membership with the Sustainable Apparel Coalition, joined the Footwear Collective as a founding member, continued to enhance tracking of our energy use, water use, and waste generation, and had three key suppliers complete the Footwear Distributors and Retailers of America Footwear Factory Zero Waste Program. In 2023, we also introduced “Give Old Crocs New Life,” a pilot circularity program in the United States that allows our Crocs consumers to return their gently worn or well-loved Crocs shoes to retail stores in 10 states to be donated to communities in need or repurposed into something new. More detail on these initiatives, as well as our ambitions, will be provided in our upcoming Comfort Report. Corporate Responsibility: Social As of December 31, 2023, we employed nearly 7,030 employees globally, including approximately 3,650 employees in our retail stores, 2,040 employees at our corporate/regional offices, and 1,340 employees at our distribution centers. We believe we have one of 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.” We strive 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, Restricted Substances Policy, and Human Rights 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 community giving program. 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 program is informed by key stakeholder priorities. In 2023, we donated to non-profits such as the United Nations Foundation and Soles4Souls and supported communities impacted by earthquakes in Türkiye, as well as those impacted by the wildfires on Maui. Thanks to the generosity of our consumers and employees, we continue to generate donations to Feeding America, providing meals to families in need. Corporate Responsibility: Governance The Governance and Nominating Committee considers gender and racial diversity as two important factors among many in evaluating a director candidate, however, the Governance and Nominating Committee also strives to nominate directors with a variety of complementary skills and diversity so that, as a group, the Board will possess a broad perspective and the appropriate talent, skills, and expertise to oversee our business. Following Ms. Gardner’s resignation in 2023, the Board considered a diverse pool of potential director candidates and ultimately were pleased to appoint Messrs. Tolmare and Replogle based on their ability to contribute specific skills and knowledge in areas that were identified and prioritized by the Board as areas of additional expertise and leadership that could be beneficial to the Board. For example, Mr. Tolmare lends specific expertise in information technology, cyber security and digital transformation while Mr. Replogle contributes CEO level leadership in consumer goods and branding in addition to having significant knowledge of corporate responsibility and sustainability. Mr. Tolmare also contributes additional racial diversity to the Board. The Board and the Governance and Nominating Committee will continue to consider gender and racial diversity as a factor in any future Board appointments or nominations. In 2023, our Corporate Responsibility and Sustainability Steering Committee of our Board, comprised of four independent directors, continued its oversight of our environmental, social, and governance related efforts and received quarterly updates on the development of our corporate responsibility and sustainability program. Specifically, the purpose of the Corporate Responsibility and Sustainability Steering Committee is to (i) carry out the responsibilities delegated by the Board regarding the review and oversight of our goals, policies, procedures and disclosures related to our company purpose “to create a more comfortable world for all” as well as sustainability and environmental, social, and governance matters and (ii) assist the Board in its oversight of the CSR topics 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 are elevated to and discussed with our Board. In 2023, Crocs, Inc. expanded its Sustainability department led by our VP, Global Head of Sustainability, who reports 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.


Total Number of Directors:	9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	7	—	—
Part II: Demographic Background
African American or Black	1	—	—	—

Asian	—	1	—	—


White	1	6	—	—


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
Corporate Responsibility and Sustainability 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						260,000
Other non-employee directors						150,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($) (1)	Total ($)
Ian M. Bickley	—	279,814	279,814
Charisse Ford Hughes	65,000	149,919	214,919
Ronald L. Frasch	135,000	149,919	284,919
Tracy Gardner	65,000	149,919	214,919
Beth Kaplan	142,500	149,919	292,419
Thomas J. Smach (Chairman)	—	454,843	454,843
Douglas J. Treff	—	294,859	294,859


Name												Unvested Restricted Stock Awards and Restricted Stock Units Outstanding at December 31, 2023
Ian M. Bickley												614
Charisse Ford Hughes												4,695
Ronald L. Frasch												—
Tracy Gardner												—
Beth Kaplan												—
Thomas J. Smach (Chairman)												80,934
Douglas J. Treff												684


Long-Term Incentive Program Scorecard
Financial Performance Metric	2023 Target Goal as a % of 2022 Actual Results	2023 Target Goal as a % of 2022 Target Goal
Adjusted 3-year cumulative revenue (1)	(2)	(2)
2023 Adjusted EBITDA operating margin (3)	102%	100%


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.

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 2023 received support of 97% on such proposal.

ü Mix of CEO’s pay. Almost 90% of the 2023 total target compensation for Mr. Rees was performance-based or at-risk.

ü Weight of financial metrics. The Committee continued to weight 2023 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 continued to weigh financial performance metrics under our STIP at 80%.

ü Use of multiple non-overlapping performance metrics. The Committee used multiple complementary performance measures for the 2023 STIP 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 STIP 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 Corporate responsibility and sustainability. We link a portion of the payout under our STIP awards to corporate responsibility and sustainability 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 clawback policies.


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.

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.

û No excessive perquisites. Our management receives minimal perquisites.



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


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 •(i) 33% of the total value granted is in time-based RSUs which vest based on continued service over 3-years; (ii) 33% of the total value granted is in PSUs which are earned based on achievement of the 2023 Adjusted EBITDA operating margin performance goals 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 total value granted is in PSUs which are earned based on achievement of the Adjusted 3-year cumulative revenue performance goals that cliff vest at the end of the three-year performance period, subject to 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


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.


Named Executive Officer						2023 Base Salary ($)
Andrew Rees						1,100,000
Michelle Poole						725,000
Anne Mehlman						675,000
Rick Blackshaw						675,000
Adam Michaels						600,000


Named Executive Officer	STIP Target (as a percentage of Base Salary)
Andrew Rees	200	%
Michelle Poole	100	%
Anne Mehlman	100	%
Richard Blackshaw	100	%
Adam Michaels	100	%


2023 PSU Targets	Actual Performance	Weighted 2023 Actual Performance as a Percentage of Target
Adjusted 3-year cumulative revenue (1)	(1)	(2)
2023 Adjusted EBITDA operating margin (3): 29.4%	28.9%	96.6%


Stock Ownership Guidelines			We maintain our stock ownership guidelines to ensure that our executive officers have a meaningful stake in our equity and to further align the interests of our executives with the long-term interests of our stockholders. The guidelines require that each of our named executive officers own shares of our common stock in an amount equal in value to a specified multiple (5x for our Chief Executive Officer and 3x for all other named executive officers) of such named executive officer’s base salary, to be achieved by the fifth anniversary of (i) the adoption of the modified guidelines (for our existing executive officers) or (ii) the date of hire for new executive officers. All of our executive officers are making progress towards their respective ownership multiples and are still within the five-year phase-in period for compliance.
Clawback Policies			Under our Recovery of Executive Compensation Policy, at the discretion of the Committee, executives may be required to repay awards to us if within two years of an award under our STIP and equity incentive plan: (i) we are required to restate our financial statements due to fraud or willful misconduct involving the executive; or (ii) the executive took part in any fraud, negligence or breach of fiduciary duty. We have also adopted our Incentive Compensation Recovery Policy in accordance with Rule 10D-1 of the Exchange Act and Nasdaq listing standards. The policy requires, subject to limited exceptions, the Committee to pursue recovery of excess incentive compensation received by any current or former executive in the event of an accounting restatement due to material non-compliance with financial reporting requirements. We have adopted all clawback policies to comply with the listing standards of all national securities exchanges on which our securities are listed as required under Rule 10D-1 of the Exchange Act (or other applicable law).
Prohibition on Hedging and Pledging			We do not allow our management or directors to engage in hedging transactions on our stock, including transactions such as zero-cost dollars, prepaid variable forward sale contracts, equity swaps, and exchange funds. In addition, we do not allow our management or directors to pledge our stock to secure loans or other obligations.
No Tax Gross-Ups in our CIC Agreements			None of our change in control agreements with our executive officers contain excise tax gross-up provisions.
Double Trigger Provisions in our CIC Agreements			We maintain a reasonable change in control plan. 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.
Equity Granting Practices			The Committee has generally determined to make our annual equity award grants at the regular meeting of the Committee held in the first quarter of each year. The Committee meeting date, or the next business day if the meeting falls on a day where the Nasdaq Global Select Market is closed for trading, is typically the effective grant date for the grants. We also may grant equity awards (e.g., options, restricted stock) to recognize increased responsibilities or special contributions, attract new hires, retain executives or recognize certain other special circumstances that occur throughout the year. The effective date of these grants is determined based on the timing of the recognition or recruitment event and approved on or in advance of the effective date of the grant. The exercise/grant price is the fair market value of our common stock on the effective date. The Committee approves all equity grants to executive officers. We do not permit repricing of stock options without stockholder approval.


Accounting Considerations			ASC Topic 718, Compensation—Stock Compensation (referred to as ASC Topic 718), requires us to recognize an expense for the fair value of equity-based compensation awards. Grants of stock options, restricted stock, time-based RSUs and PSUs under our equity incentive award plans will be accounted for under ASC Topic 718. We will consider the accounting implications of significant compensation decisions, especially in connection with decisions that relate to our equity incentive award plans and programs. As accounting standards change, we may revise certain programs to appropriately align accounting expenses of our equity awards with our overall executive compensation philosophy and objectives.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($) (2)	Total ($)
Andrew Rees	2023	1,100,000	—	7,249,993	2,268,200	60,214	10,678,407
Chief Executive Officer	2022	1,100,000	—	7,249,910	1,551,000	46,650	9,947,560
	2021	1,100,000	—	11,889,515	2,755,500	40,905	15,785,920
Michelle Poole	2023	719,231	—	1,044,918	824,239	23,588	2,611,976
Executive Vice President, Brand President for Crocs	2022	700,000	—	874,907	560,000	15,222	2,150,129
	2021	700,000	—	4,069,707	1,169,000	25,496	5,964,203
Anne Mehlman	2023	669,231	—	1,319,936	689,977	23,652	2,702,796
Executive Vice President, Chief Financial Officer	2022	632,693	100,000	649,902	535,258	13,022	1,930,875
	2021	575,000	—	3,227,098	720,188	25,268	4,547,554
Richard Blackshaw (3)	2023	669,231	—	989,889	480,508	16,950	2,156,578
Executive Vice President, Brand President for HEYDUDE	2022	650,000	—	552,382	599,625	12,991	1,814,998
Adam Michaels (4)	2023	594,231	—	989,889	612,652	23,363	2,220,135
Executive Vice President, Chief Digital Officer	2022	575,000	—	488,678	486,450	15,222	1,565,350


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($) (2)
Name	Type of Award	Grant Date	Threshold ($)	Target ($) (1)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Andrew Rees	Annual Incentive Award		1,100,000	2,200,000	4,400,000	—	—	—	—	—
	Time-Based RSUs	3/2/23	—	—	—	—	—	—	19,280	2,416,748
	PSUs (3-Year Performance)	3/2/23	—	—	—	11,567	19,279	38,558	—	2,416,623
	PSUs (1-Year Performance)	3/2/23	—	—	—	9,640	19,279	38,558	—	2,416,623
Michelle Poole	Annual Incentive Award		359,615	719,231	1,438,462	—	—	—	—	—
	Time-Based RSUs	3/2/23	—	—	—	—	—	—	2,780	348,473
	PSUs (3-Year Performance)	3/2/23	—	—	—	1,667	2,778	5,556	—	348,222
	PSUs (1-Year Performance)	3/2/23	—	—	—	1,389	2,778	5,556	—	348,222
Anne Mehlman	Annual Incentive Award		334,615	669,231	1,338,462	—	—	—	—	—
	Time-Based RSUs	3/2/23	—	—	—	—	—	—	3,510	439,979
	PSUs (3-Year Performance)	3/2/23	—	—	—	2,106	3,510	7,020	—	439,979
	PSUs (1-Year Performance)	3/2/23	—	—	—	1,755	3,510	7,020	—	439,979
Richard Blackshaw	Annual Incentive Award		334,615	669,231	1,338,462	—	—	—	—	—
	Time-Based RSUs	3/2/23	—	—	—	—	—	—	2,633	330,047
	PSUs (3-Year Performance)	3/2/23	—	—	—	1,579	2,632	5,264	—	329,921
	PSUs (1-Year Performance)	3/2/23	—	—	—	1,316	2,632	5,264	—	329,921
Adam Michaels	Annual Incentive Award		297,115	594,231	1,188,461	—	—	—	—	—
	Time-Based RSUs	3/2/23	—	—	—	—	—	—	2,633	330,047
	PSUs (3-Year Performance)	3/2/23	—	—	—	1,579	2,632	5,264	—	329,921
	PSUs (1-Year Performance)	3/2/23	—	—	—	1,316	2,632	5,264	—	329,921