crox-20260423

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )


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Filed by a Party other than the Registrant o

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☐			Preliminary Proxy Statement
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☒			Definitive Proxy Statement
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CROCS, INC.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

CROCS, INC.

500 Eldorado Blvd., Building 5

Broomfield, Colorado 80021

____________________________________________________________________

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 9, 2026

____________________________________________________________________

To the Stockholders of Crocs, Inc.:

We will hold the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Crocs, Inc. on June 9, 2026, at 8:30 a.m. Eastern Time. The Annual Meeting will be held entirely online live via audio webcast. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/CROX2026, where you will be able to listen to the Annual Meeting live, submit questions, and vote. We believe the virtual Annual Meeting offers the same participation opportunities as an in-person Annual Meeting. We have held our annual meetings of stockholders by means of remote communication only (i.e., a virtual-only annual meeting) since 2020. Based on our experiences at those meetings, we believe our virtual Annual Meeting format offers stockholders the same opportunities to participate as an in-person Annual Meeting and allows us to provide consistent opportunities for engagement to all stockholders, regardless of their geographic location. Therefore, we plan to hold the Annual Meeting by means of remote communications only.

The Annual Meeting’s purpose is to:

1.elect the three Class III director nominees named in the proxy statement;

2.ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2026;

3.hold an advisory vote to approve the compensation of our named executive officers;

4.approve the Crocs, Inc. 2026 Equity Incentive Plan; and

5.consider any other matters that properly come before the Annual Meeting or any postponement or adjournment thereof.

Only stockholders of record of our common stock at the close of business on April 13, 2026, are entitled to receive notice of, and to vote at, the Annual Meeting.

The list of stockholders entitled to vote at the Annual Meeting will be available for examination 10 days prior to the Annual Meeting at our principal executive office, 500 Eldorado Blvd., Building 5, Broomfield, CO 80021.

All stockholders are cordially invited to attend the Annual Meeting online. Whether or not you plan to attend the Annual Meeting online, please vote your shares as instructed in the Notice of Internet Availability of Proxy Materials (the “Notice”), over the Internet, or by telephone after your receipt of hard copies of the proxy materials, as promptly as possible. You may also request a paper proxy card or voting instruction form, as applicable, which will include a postage-paid envelope, to submit your vote by mail, as described in the Notice. You may also vote your shares online, and submit your questions, during the Annual Meeting. Instructions on how to vote while participating at the Annual Meeting live via the Internet are posted at www.virtualshareholdermeeting.com/CROX2026 and can be found in the proxy statement in the section entitled “Frequently Asked Questions About Voting and the Annual Meeting—How can I attend and vote at the Annual Meeting?”. Stockholders of record who attend the Annual Meeting online may withdraw their proxy and vote online if they so desire.


			BY ORDER OF THE BOARD OF DIRECTORS,
			/s/ Sara Hoverstock
			Sara Hoverstock Executive Vice President, Chief Legal Officer

Broomfield, Colorado

April 23, 2026

TABLE OF CONTENTS


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						22
Executive Officers						25
Beneficial Ownership of our Securities						26
Delinquent Section 16(a) Reports						27
Certain Relationships and Related Person Transactions						28
Director Compensation						29
A Letter from the Chair of our Compensation Committee						32
Executive Compensation						33
Compensation Discussion and Analysis						33
Compensation Committee Report						47
Compensation Tables						48
Report of the Audit Committee						63
Proposal 2 - Ratification of the Appointment of Independent Registered Public Accounting Firm						64
Proposal 3 - Advisory Vote to Approve the Compensation of our Named Executive Officers						65
Proposal 4 - Approval of the Crocs, Inc. 2026 Equity Incentive Plan						66
Equity Compensation Plan						73
Other Matters						74
Stockholder Proposals and Nominations						74
Householding						74
Appendix A - Crocs, Inc. 2026 Equity Incentive Plan						A-1

Forward-Looking Statements

This proxy statement contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). From time to time, we may also provide oral or written forward-looking statements in other materials we release to the public. Such forward-looking statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Statements that refer to, among other things, industry trends, projections of our future financial performance, anticipated trends in our business, expected effects of our initiatives, strategies, and plans, and other characterizations of future events or circumstances are forward-looking statements. These statements, which express management’s current views concerning future events or results, use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “plan,” “project,” “strive,” and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” “would,” and similar expressions or variations. Forward-looking statements are subject to risks, uncertainties and other factors, which may cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, those described in Part I - Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025, (the “Annual Report”), elsewhere throughout the Annual Report, and those described from time to time in our past and future reports filed with the Securities and Exchange Commission. Caution should be taken not to place undue reliance on any such forward-looking statements. Moreover, such forward-looking statements speak only as of the date of this proxy statement. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements, except as required by applicable law.

No Incorporation By Reference

This proxy statement includes several website addresses and references to additional materials and reports found on those websites. These websites, materials, and reports are not incorporated by reference herein.

PROXY STATEMENT SUMMARY

This proxy statement is furnished to stockholders of Crocs, Inc., a Delaware corporation (the “Company,” “Crocs,” “we,” “us,” or “our”), in connection with the solicitation of our board of directors (the “Board”) of proxies to be voted at our 2026 Annual Meeting of Stockholders (the “Annual Meeting”). This is a summary of the information contained in this proxy statement, but it does not contain all of the information you should review and consider. You should read all of the information in this proxy statement before voting.


Information about the Annual Meeting

Date: Tuesday, June 9, 2026

Time: 8:30 a.m. Eastern Time

Place: www.virtualshareholdermeeting.com/CROX2026

Record Date: April 13, 2026

Voting: Stockholders of our common stock are entitled to vote


How to Vote

Internet: www.proxyvote.com

Phone: 1-800-690-6903

Mail: Complete, sign, and date your proxy card or voting instruction form and mail it in the enclosed postage-paid envelope

During the Annual Meeting: Attend the Annual Meeting on June 9, 2026

Internet and telephone voting help reduce the impact on the environment and our costs in connection with the Annual Meeting. You may vote by internet or telephone 24 hours a day, 7 days a week, until 11:59 p.m. Eastern Time on June 8, 2026. You will also be able to vote your shares electronically during the Annual Meeting. Details about how to attend the Annual Meeting online and how to submit questions and cast your votes are posted at www.virtualshareholdermeeting.com/CROX2026 and can be found in this proxy statement in the section entitled “Frequently Asked Questions About Voting and the Annual Meeting—How can I attend and vote at the Annual Meeting?”. If you wish to revoke your proxy, see the information on page 9 of this proxy statement.

If you hold your shares in “street name” through a bank, broker or other holder of record, the record holder of your shares will send you voting instructions, which you must follow in order for your shares to be voted at the Annual Meeting. If you hold in street name and wish to attend the Annual Meeting and vote online, you should contact your broker, trustee, bank, or other holder of record to obtain your 16-digit control number or otherwise vote through your bank, broker, or other holder of record.

This proxy statement will first be made available to stockholders on or about April 23, 2026.

2025 Financial Highlights

•Revenues were $4,040.6 million for the year ended December 31, 2025, a 1.5% decrease compared to the year ended December 31, 2024. The decrease was due to the net effects of lower unit sales volume in the HEYDUDE Brand, partially offset by higher volume in the Crocs Brand, higher average selling price on a constant currency basis(1) (“ASP”) driven by the HEYDUDE Brand, and net favorable changes in exchange rates.

•We grew Crocs Brand revenues 1.5% in 2025 compared to 2024. HEYDUDE Brand revenues decreased 13.3% in 2025 compared to 2024.

•Gross margin was 58.3% in 2025 compared to 58.8% in 2024, a decrease of 50 basis points, primarily due to unfavorable duties for both brands as a result of incremental tariffs.

•Selling, general & administrative expenses (“SG&A”) were $1,469.4 million in 2025 compared to $1,364.3 million in 2024, primarily as a result of increased investment in talent and higher costs in the DTC channel. As a percent of revenues, SG&A increased to 36.4% of revenues compared to 33.3% in 2024.

•Asset impairments were $738.1 million, primarily driven by the partial impairment of the HEYDUDE indefinite-lived trademark and HEYDUDE Brand reporting unit goodwill.

•Income from operations was $149.5 million, including asset impairments of $738.1 million, for the year ended December 31, 2025, compared to income from operations of $1,021.9 million for the year ended December 31, 2024. Net loss was $81.2 million, or $1.50 per diluted share, compared to net income of $950.1 million, or $15.88 per diluted share, in 2024.

(1) Constant currency is a non-GAAP (as defined below) financial measure. For more information, please refer to the “Compensation Discussion and Analysis” section of this proxy statement.

Proposals and our Board’s Voting Recommendations

Board Recommendation

Page

Election of Class III Directors (Proposal 1)

Thomas J. Smach

FOR

Beth J. Kaplan

FOR

Neeraj S. Tolmare

FOR

Ratification of our Independent Auditor (Proposal 2)

FOR

Advisory Vote to Approve the Compensation of our Named Executive Officers (Proposal 3)

FOR

Approval of the Crocs, Inc. 2026 Equity Incentive Plan (Proposal 4)

FOR


Proposal 1—Election of Class III Directors (page 10)

Name

Age

Primary Occupation

Committee Memberships

Independent

Thomas J. Smach

Co-Founding Partner of Riverwood Capital Management

Audit Committee and Compensation Committee

Yes

Beth J. Kaplan

Managing Member of Axcel Partners, LLC

Compensation Committee (Chair)

Yes

Neeraj S. Tolmare

SVP & Global Chief Information Officer for the Coca-Cola Company

Audit Committee

Yes


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


Proposal 2—Ratify Independent Auditors (page 64)

In March 2026, the Audit Committee of our Board of Directors (our “Board”) approved the reappointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. Our Board is asking for stockholder ratification of this appointment at the Annual Meeting.


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 2026.


Proposal 3—Advisory Vote to Approve Named Executive Officer Compensation (Advisory Say-on-Pay Vote) (page 65)

The objectives of our executive compensation program are to:

Align our executives’ compensation with our stockholders’ interests

Hold our executives accountable to stockholders

Assure that our total compensation program aligns with good corporate governance and is market competitive

Attract and retain exemplary executive talent who are able to succeed in our fast-paced, rapidly evolving company

Motivate our executives to achieve our financial and strategic business objectives by paying them for performance


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 advisory say-on-pay vote (receiving 97% support in 2025)						• No hedging or pledging of company stock permitted by directors, executive officers, or any other employee

• 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

• Annual director review and skill assessment						• Regular executive sessions of independent directors

• Independent chairperson of the Board						• Committed to sustainable business practices

• Annual evaluation of Board and committee members

We are committed to a pay-for-performance philosophy.

•Approximately 88% of our Chief Executive Officer’s targeted 2025 compensation was in the form of performance-based cash or long-term equity awards.

•Based on our operating results in 2025, the Compensation Committee approved payouts of 95.4%, 94.3%, and 58.6% of target for the short-term cash incentive program (“STIP”) for the Enterprise, Crocs Brand, and HEYDUDE Brand scorecards, respectively. The Compensation Committee also approved a payout of 97.1% of target for the 2025 Adjusted EBIT Operating Margin (as defined herein) performance-based restricted stock units, which equity awards remain subject to an additional two years of service vesting before final payout. Collectively, these performance-based

awards were earned by our executives as our Company strived to achieve improvements in financial and operational performance against pre-established performance goals set by the Compensation Committee.

•The Compensation Committee continued to use the same financial and non-financial metrics for the STIP scorecards, including predetermined objectives associated with strategic initiative performance and predetermined objectives associated with corporate responsibility and sustainability progress.

•In 2025, the Compensation Committee updated the structure of the performance-based restricted stock units (“PSUs”) in our long-term incentive program (“LTIP”). The changes were adopted after multiple discussions regarding the volatile and uncertain macroeconomic realities in which the Company operates. The Committee revised the 33% of the PSUs that were previously earned based on three-year cumulative revenue. These PSUs now annually measure revenue performance with achievement averaged over the three-year performance period. These averaged results are then subject to a three-year relative TSR modifier (as defined herein) to determine final PSU award payouts. The performance component of our 2025 LTIP was comprised of (1) PSUs earned based on the achievement of 2025 Adjusted EBIT Operating Margin performance, with any earned PSUs then vesting 33% upon satisfaction of the performance goal, and 33% vesting in each of the next two years, subject to continued service (the “2025 Adjusted EBIT Operating Margin PSUs”); and (2) PSUs earned based on the achievement of three separate one-year annual adjusted revenue targets, averaged over the three-year performance period (2025-2027), with a three-year relative TSR modifier applied to the entire performance period (the “2025-2027 Revenue/rTSR PSUs”). Any earned PSUs will cliff vest at the end of the three-year performance period, subject to continued service. Revenue targets for each of the three calendar years in the performance period are set annually by the Compensation Committee at the commencement of the calendar year to which they relate. Each of the 2025 Adjusted EBIT Operating Margin PSUs and Revenue/rTSR PSUs were weighted 33% of the total LTIP for each NEO, representing 67% of the total LTIP mix.

•The Committee maintained an extended vesting term for the Revenue/rTSR PSUs 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 EBIT Operating Margin and senior leader retention.

Please see the “Compensation Discussion and Analysis” section below for more information on our executive compensation program.


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


Proposal 4—Approval of the Crocs, Inc. 2026 Equity Incentive Plan (page 66)

We are asking stockholders to approve the Crocs, Inc. 2026 Equity Incentive Plan (the “Plan”), which the Board has adopted, subject to stockholder approval, to continue making equity awards to directors, executives, and other employees and service providers. We believe that the effective use of equity incentive compensation has been, and will continue to be, integral to our success and aligns our compensation program with the interests of our stockholders. The Plan also demonstrates our commitment to sound corporate governance practices. Highlights of the Plan include:

•addition of 2,200,000 shares;

•no single-trigger vesting of equity awards that are assumed in the event of a change in control;

•no repricing of stock options without prior stockholder approval;

•no stock options with exercise prices below fair market value; and

•three-year average historical equity compensation utilization rate (“burn rate”) of 1.2%, which compares favorably to our peers requesting shares over the past three years and is lower than industry standards that average above 2%.


The Board recommends a vote “FOR” the approval of the Crocs, Inc. 2026 Equity Incentive Plan.

CROCS, INC.

500 Eldorado Blvd., Building 5

Broomfield, Colorado 80021

_______________________________________________________________________

2026 ANNUAL MEETING OF STOCKHOLDERS

_______________________________________________________________________

PROXY STATEMENT

FREQUENTLY ASKED QUESTIONS ABOUT VOTING AND THE ANNUAL MEETING

Why did I receive these proxy materials?

We are providing these proxy materials in connection with the solicitation by our Board of proxies to be voted at our Annual Meeting, to be held on June 9, 2026, at 8:30 a.m. Eastern Time, online at www.virtualshareholdermeeting.com/CROX2026, or at any postponement or adjournment thereof. The Annual Meeting will be a completely virtual meeting, which will be conducted via live audio webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/CROX2026 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials (the “Notice”), on your proxy card or on the instructions that accompanied your proxy materials. Only stockholders with a valid 16-digit control number will be able to attend the Annual Meeting, vote, and ask questions.

This proxy statement will first be made available to stockholders on or about April 23, 2026.

Under the rules of the Securities and Exchange Commission (the “SEC”), we are furnishing proxy materials to our stockholders over the Internet, rather than mailing printed copies. If you received a Notice by mail, you will not receive a printed copy of the proxy materials, unless you request one as instructed in that notice. Instead, the Notice will instruct you as to how you may access and review the proxy materials on the Internet. We believe these rules allow us to provide our stockholders with the information they need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 9, 2026. This proxy statement and our 2025 annual report to stockholders are available at www.proxyvote.com.

What is contained in this proxy statement?

This proxy statement relates to proposals to be voted on at our Annual Meeting, the process for voting, our Board and committees of our Board, information about the compensation of our directors and certain executive officers for the year ended December 31, 2025, as well as other important information. We encourage you to read this entire proxy statement prior to voting your shares.

Who is entitled to vote?

Stockholders of record of our common stock at the close of business on April 13, 2026, are entitled to notice of, and to vote at, the Annual Meeting. On the record date, there were 50,042,127 shares of our common stock outstanding, for aggregate votes of 50,042,127 (or one vote per share) on all matters at the Annual Meeting.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your broker, trustee, bank, or other holder of record to obtain your 16-digit control number or otherwise vote through the broker, trustee, bank, or other holder of record. Only stockholders with a valid 16-digit control number will be able to attend the Annual Meeting, vote, and ask questions. The Annual Meeting webcast will begin promptly at 8:30 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 8:15 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

What constitutes a quorum at the Annual Meeting?

A quorum is required to conduct business at the Annual Meeting. The holders of a majority of the voting power of the outstanding shares entitled to vote generally in the election of directors must be present in person, or by remote communication, or by proxy at the Annual Meeting in order for a quorum to exist. Abstentions and broker non-votes count as present for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker returns a proxy card but does not vote on one or more matters because the broker does not have the authority to do so without instructions from the beneficial owner. Shares represented by proxies that are marked withhold with respect to the election of our Class III directors will be counted as present in determining whether there is a quorum.

What am I voting on?

We are asking for your vote on the following proposals at the Annual Meeting:

1.The election of the three Class III director nominees named in this proxy statement to serve until the 2029 Annual Meeting of Stockholders.

2.Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

3.An advisory vote to approve the compensation of our named executive officers.

4.Approval of the Crocs, Inc. 2026 Equity Incentive Plan.

How do I vote?

Vote by Internet

If you are a stockholder of record, you may vote your proxy over the Internet by following the instructions on the Notice or, if you requested printed copies of our proxy materials, by following the instructions on the printed proxy card you received. Most beneficial stockholders (“street name” holders) may vote by accessing the website specified on the voting instruction forms provided by their brokers, trustees, banks or other nominees.

Vote by Telephone

If you are a stockholder of record, you may vote your proxy by touch-tone telephone from within the U.S. by following the instructions on the Notice or, if you requested printed copies of the proxy materials, by following the instructions on the printed proxy card. Most beneficial stockholders (“street name” holders) may vote by calling the number specified on the voting instruction forms provided by their brokers, trustees, banks, or other nominees.

Vote by Mail

If you are a stockholder of record, you may vote your proxy by mail by requesting printed proxy cards, completing, signing, and dating the printed proxy cards and mailing them in the postage-paid envelope that will accompany the printed proxy materials. Beneficial owners (“street name” holders) may vote by completing, signing, and dating the voting instruction form provided and mailing it in the postage-paid envelopes accompanying the voting instruction form.

Vote online by attending the Annual Meeting

All stockholders as of the close of business on April 13, 2026, the record date, can vote online at the Annual Meeting by attending the Annual Meeting online and following the instructions posted at www.virtualshareholdermeeting.com/CROX2026. If you are a beneficial owner who does not have a control number, you may gain access to the Annual Meeting by logging into your brokerage firm’s website and selecting the shareholder communications mailbox to link through to the Annual Meeting. Instructions should also be provided on the voting instruction card provided by your broker, trustee, bank, or other holder of record. Even if you plan to attend the Annual Meeting online, we recommend that you also vote either by Internet, by telephone, or by mail so that your vote will be counted if you later decide not to attend.

How can I attend and vote at the Annual Meeting?

The Annual Meeting will be held entirely online live via audio webcast. In structuring our virtual Annual Meeting, our goal is to enhance stockholder participation. We have designed the virtual Annual Meeting to provide stockholders with substantially the same opportunities to participate as if the Annual Meeting were held in person, and we believe the virtual Annual Meeting accomplishes this goal. We aim to provide a consistent experience to all stockholders regardless of their geographic location. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/CROX2026. If you were a stockholder as of the record date for the Annual Meeting and you have your 16-digit control number included in your Notice, on your proxy card, or on the instructions that accompanied your proxy materials, you can vote at the Annual Meeting.

A summary of the information you need to attend the Annual Meeting online is provided below:

•To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials.

•The Annual Meeting webcast will begin promptly at 8:30 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 8:15 a.m. Eastern Time, and you should allow ample time for the check-in procedures.

•The virtual meeting platform is fully supported across browsers (Chrome, Edge, Firefox, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Internet connection wherever they intend to participate in the Annual Meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.

•Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/CROX2026.

•Assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/CROX2026 on the day of the Annual Meeting.

•If you want to submit your question during the Annual Meeting, log into the virtual meeting platform at www.virtualshareholdermeeting.com/CROX2026, type your question into the “Ask a Question” field, and click “Submit.”

•The question and answer session will also include questions submitted in advance of the Annual Meeting. You may submit a question in advance of the Annual Meeting at www.virtualshareholdermeeting.com/CROX2026.

•Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting, subject to time constraints. Questions regarding personal matters, including those related to employment, product issues, or suggestions for product innovations, are not pertinent to Annual Meeting matters and therefore will not be answered. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. We have designed the format of the virtual Annual Meeting to ensure that our stockholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting. Any questions pertinent to Annual Meeting matters that cannot be answered during the meeting due to time constraints will be posted online and answered at the “Investor Relations” section of our website at www.crocs.com. The questions and answers will be available as soon as practical after the Annual Meeting and will remain available until one week after posting.

To attend and participate in the Annual Meeting, you will need the 16-digit control number included in your Notice, on your proxy card or on the instructions that accompanied your proxy materials. If your shares are held in “street name,” you should contact your broker, trustee, bank or other holder of record to obtain your 16-digit control number or otherwise vote through the broker, trustee, bank or other holder of record. Only stockholders with a valid 16-digit control number, will be able to attend the Annual Meeting, vote, and ask questions.

What if during the check-in time or during the Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual meeting website during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page.

What vote is required for the proposals to pass?

If a quorum is present at the Annual Meeting, the following vote is required for approval of each matter to be voted on.

Proposal 1 - Election of Directors The three Class III director nominees receiving the highest number of “for” votes cast online at the Annual Meeting or by proxy at the Annual Meeting will be elected as directors. Proxies marked withhold and broker non-votes will have no effect on the outcome of this proposal. Cumulative voting is not permitted. See “Corporate Governance—Majority Vote Director Resignation Policy” (below) regarding the requirement that director nominees tender their resignation if they receive a greater number of votes “withheld” from their election than votes “for” such election.

Proposal 2 - Ratification of Appointment of Deloitte & Touche LLP The affirmative vote of a majority of the voting power of the shares present in person, or by remote communication, or by proxy and entitled to vote on the proposal is required for the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions will have the effect of voting against this proposal. Broker non-votes will have no effect on the outcome of this proposal; however, brokers are entitled to vote on this proposal, and therefore, no broker non-votes are expected to exist in connection with this proposal.

Proposal 3 - Advisory Vote to Approve the Compensation of our Named Executive Officers The affirmative vote of a majority of the voting power of the shares present in person, or by remote communication, or by proxy and entitled to vote on the proposal is required to approve the advisory resolution to approve the compensation of our named executive officers. Abstentions will have the effect of voting against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Proposal 4 - Approval of the Crocs, Inc. 2026 Equity Incentive Plan The affirmative vote of a majority of the voting power of the shares present in person, or by remote communication, or by proxy and entitled to vote on the proposal is required to approve our Plan. Abstentions will have the effect of voting against this proposal. Broker non-votes will have no effect on the outcome of this proposal.

Approval of All Other Proposals With respect to any other matters properly brought before the Annual Meeting, the affirmative vote of a majority of the voting power of the shares present in person, or by remote communication, or by proxy and entitled to vote on such proposals will be the act of the stockholders. Abstentions will have the effect of voting against these proposals. Broker non-votes will have no effect on the outcome of these proposals.

What are the Board’s Recommendations?

Our Board’s recommendation is set forth together with the description of each proposal. In summary, our Board recommends a vote:

•FOR the election of each of the Class III director nominees (Proposal 1);

•FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, (Proposal 2);

•FOR the advisory vote to approve the compensation of our named executive officers (Proposal 3); and

•FOR the approval of the Crocs, Inc. 2026 Equity Incentive Plan (Proposal 4).

What if I don’t provide voting instructions?

Whether or not you are able to personally attend the Annual Meeting online, you are encouraged to vote your shares as instructed in the Notice. Shares represented by properly executed methods, and not revoked prior to the Annual Meeting, will be voted at the Annual Meeting as directed in the proxy. If no directions are specified, such proxies will be voted FOR each of Proposals 1, 2, 3, and 4, and in the best judgment of the proxy holders as to other matters that may properly come before the Annual Meeting.

If your shares are held in the name of a bank or brokerage firm, your bank or broker will send you a separate package describing the procedures and options for voting your shares. You should follow the instructions provided by your bank or brokerage firm. On routine matters, such as the ratification of the appointment of our independent registered public accounting firm, your broker will vote your shares for you at his or her discretion if you do not instruct your broker how to vote. For non-routine matters, which include all other matters to be voted upon at the Annual Meeting, your broker may not vote your shares without specific voting instructions from you.

Can I change my vote after I have voted?

Any stockholder giving a proxy has the power to revoke the proxy, or change the proxy, at any time before the proxy is voted at the Annual Meeting by (i) re-voting online at www.proxyvote.com or by telephone, (ii) sending another properly executed proxy bearing a later date or a written notice of revocation of the proxy to Corporate Secretary, Crocs, Inc., 500 Eldorado Blvd., Building 5, Broomfield, CO 80021, or (iii) attending the Annual Meeting online and voting by following the instructions at www.virtualshareholdermeeting.com/CROX2026.

Your attendance at the Annual Meeting online will not, by itself, constitute revocation of your proxy.

How will the votes be counted?

A representative of Broadridge, our inspector of election, will tabulate and certify the votes.

Who pays for the solicitation of proxies for the Annual Meeting?

Our Board is soliciting the proxies for the Annual Meeting. We will bear the entire cost of this proxy solicitation. We have retained the services of Okapi Partners LLC (“Okapi Partners”), a professional proxy solicitation firm, to aid in the solicitation of proxies. Okapi Partners may solicit proxies by personal interview, mail, telephone, facsimile, email or otherwise. We will pay Okapi Partners its customary fee, estimated to be approximately $11,500, plus reasonable out-of-pocket expenses incurred in the process of soliciting proxies. We may also reimburse brokers, custodians, nominees and other fiduciaries for normal handling charges incurred for forwarding proxy materials to beneficial owners. Solicitation of proxies may be made personally or by mail, telephone, email or otherwise by our directors, officers and other employees, who will receive no additional compensation for such services.

Why hold a virtual meeting?

We believe the virtual Annual Meeting offers the same participation opportunities as an in-person Annual Meeting. We have held our annual meetings of stockholders by means of remote communication only (i.e., a virtual-only annual meeting) since 2020. Based on our experiences at those meetings, we believe our virtual Annual Meeting format offers stockholders the same opportunities to participate as an in-person Annual Meeting and allows us to provide consistent opportunities for engagement to all stockholders, regardless of their geographic location. Therefore, we plan to hold the Annual Meeting by means of remote communications only.

How can I find the results of the voting after the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Annual Meeting.

PROPOSAL 1 - ELECTION OF DIRECTORS

Board Composition

Our Board currently consists of nine members divided into three classes, with each director elected to a three-year term. Under our amended and restated bylaws, each of our directors holds office until his or her successor has been elected and qualified or until such director’s earlier resignation or removal.


Class III terms expire at the 2026 annual meeting:
Thomas J. Smach
Beth J. Kaplan
Neeraj S. Tolmare
Class I terms expire at the 2027 annual meeting:
Ronald L. Frasch
Andrew Rees
Charisse Ford Hughes
Class II terms expire at the 2028 annual meeting:
Ian M. Bickley
John B. Replogle
Douglas J. Treff

At each annual meeting of stockholders, the successors to directors whose terms expire at such meeting will be elected, or such directors will be re-elected, and will serve from the time of election and qualification until the third annual meeting following their election or until their successors are duly elected and qualified. The current authorized number of directors is nine. The authorized number of directors may be changed by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Vacancies on the Board can be filled by resolution of the Board.

Based on an in-depth performance evaluation and subsequent recommendation of the Governance and Corporate Responsibility Committee, the Board has nominated Messrs. Smach and Tolmare and Ms. Kaplan for re-election as Class III directors to serve for a three-year term expiring at the 2029 annual meeting of stockholders.

A stockholder cannot vote for more than three nominees. Each of the director nominees has consented to serve for a three-year term. We do not contemplate that any of the nominees will be unable to stand for election, but should any nominee become unable to serve or will not serve for any reason, all proxies will be voted for the election of a substitute nominee as the Board may recommend.

There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he is or was to be selected as a director or officer of our Company. There are no family relationships among our executive officers and directors.

Director Nomination Process and Director Qualifications

The Governance and Corporate Responsibility Committee’s process for identifying potential director candidates and the factors considered by the Governance and Corporate Responsibility Committee in evaluating potential candidates are described below. In identifying potential director candidates, the Governance and Corporate Responsibility Committee relies on recommendations from a number of sources, including current directors and officers. The Governance and Corporate Responsibility Committee may also hire outside consultants, search firms, or other advisors to assist in identifying director candidates. In the past, we have hired global executive search firms, to assist in identifying director candidates. We do not have a separate policy regarding director candidates recommended by stockholders, but the Governance and Corporate Responsibility Committee will consider director candidates recommended by stockholders on the same basis as it considers other candidates. Any stockholder wishing to recommend a candidate for consideration by the Governance and Corporate Responsibility Committee may do so by submitting a written recommendation to the Governance and Corporate Responsibility Committee in accordance with the procedures set forth under “Stockholder Proposals and Nominations.”

In evaluating a director candidate, our Governance and Corporate Responsibility Committee considers, among other things, the candidate’s judgment, knowledge, personal and professional integrity, ethics and values, expertise, business and industry experience, and other expertise, which is likely to enhance the Board’s ability to govern our affairs and business. The Governance and Corporate Responsibility Committee strives to nominate directors with a variety of complementary skills and personas so that, as a group, the Board will possess a broad perspective and the appropriate talent, experience, and expertise to oversee our business cohesively. The Governance and Corporate Responsibility Committee also takes into account independence requirements imposed by law or regulations (including the Nasdaq listing standards). In the case of director candidates recommended by stockholders, the Governance and Corporate Responsibility Committee may also consider the number of shares held by the recommending stockholder, the length of time that such shares have been held and the relationship, if any, between the recommending stockholder and the recommended director nominee.


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

Class III Director Nominees


Thomas J. Smach (Class III)			Mr. Smach, age 65, 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 and Compensation 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”) (NASDAQ: FLEX), 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. Mr. Smach has served on the board of various private and public companies in the United States and internationally. 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 distribution, logistics, manufacturing, and 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 68, has served as a member of the Board since January 2020 and currently serves as the chair of the Compensation Committee. Since 2000, Ms. Kaplan has been the managing member of Axcel Partners, LLC, a venture capital firm investing in early stage and growth companies. Ms. Kaplan has also served on the board of Brilliant Earth Group, Inc. (NASDAQ: BRLT), 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 and the Audit Committee. Ms. Kaplan served on the Board of Directors of Rent the Runway, Inc. (“Rent the Runway”) (NASDAQ: RENT), a Nasdaq-listed e-commerce apparel company, from February 2014 to December 2025, where she served on both the Audit Committee and as chair of the Compensation Committee. Ms. Kaplan served as a Director of Howard Hughes Holdings Inc. (NYSE: HHH), a real estate development and management company, from January 2017 to September 2025, where she served as a member of the Audit Committee and as chair of the Nominating Committee. Ms. Kaplan served as a Venture Partner at Revolution Ventures, a venture capital firm, from 2021 to 2025. Ms. Kaplan served as a member of the Board of Directors of Meredith Corporation (NYSE: MDP), a publicly traded media conglomerate, from 2016 until 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. She has served on the boards of several early-stage growth companies, including Framebridge (which is owned by Graham Holdings) from 2016 to 2020. Ms. Kaplan served as President and Chief Operating Officer at Rent the Runway from May 2013 to 2015. Previous to this time, Ms. Kaplan served as President and Chief Merchandising and Marketing Officer, and as a director, at General Nutrition Centers (“GNC”) (NYSE: 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 (NYSE: RAD), 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 (NYSE: PG), a multinational consumer goods company from 1981 to 1996. 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 as well as compensation committees.


Neeraj S. Tolmare (Class III)			Mr. Tolmare, age 52, 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 SVP & Global Chief Information Officer for the Coca-Cola Company (NYSE: KO), a global beverages company, which position he expects to vacate in June 2026. Prior to this time, Mr. Tolmare held the role of Chief Information Officer – Global Head of Digital & Innovation for the Coca-Cola 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. (NYSE: HPQ) from October 2012 to May 2018 and Cisco Systems (NASDAQ: CSCO) 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. Mr. Tolmare has more than 20 years of experience in leading technology teams and digital transformation initiatives across diverse industries.

Information About Continuing Directors

Class I Directors


Ronald L. Frasch (Class I)			Mr. Frasch, age 77, 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 Corporate Responsibility Committee. In addition to his work with Crocs, Mr. Frasch has served on the board of Burberry Group plc (LSE: BRBY), 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. (NASDAQ: EVLV), 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”) (NYSE: SKS), 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)			Mr. Rees, age 59, 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)			Ms. Ford Hughes, age 55, has served as a member of the Board since September 2020 and currently sits on the Compensation Committee. Ms. Ford Hughes served as the Senior Vice President, Chief Growth Officer of Kellanova (formerly known as Kellogg Company) (“Kellanova”) (NYSE: K), a multinational food manufacturing company, from May 2023 to June 2025, when it was acquired by Mars, Inc. 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. (NYSE: EL), a multinational cosmetics company, from August 2005 to July 2014, Avon Products, Inc. (NYSE: AVP), a multinational cosmetics, skin care, perfume and personal care company, from 2001 to 2005, and the Sara Lee Corporation (NYSE: SLE), 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.

Class II Directors


Ian M. Bickley (Class II)			Mr. Bickley, age 62, has served as a member of the Board since April 2015 and is currently a member of the Governance and Corporate Responsibility Committee. In addition to Crocs, Mr. Bickley has been serving on the Board of Directors of Vera Bradley (NASDAQ: VRA), a leading American designer of women’s handbags, luggage, and other travel items, since November 2024 and was appointed Chairman and Chief Executive Officer as of March 2026. Mr. Bickley served 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, from June 2021 to March 2026. He also served as a strategic advisor for Mycoworks Inc., a biotechnology company and pioneer in the development of alternative materials engineered from Fine Mycelium, from June 2021 to December 2025. 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. Prior to his service at Natura, 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. Mr. Bickley brings more than 25 years of global multi-channel fashion and lifestyle brand building, distribution, and transformation 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 and transformation of global brands, multi-channel retailing, and emerging market and channel opportunities.

John B. Replogle (Class II)			Mr. Replogle, age 60, has served as a member of the Board since January 2024 and is currently a member of our Governance and Corporate Responsibility 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 to this, 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. Mr. Replogle 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. Mr. Replogle 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. He previously served on the Board of Directors for Wolfspeed, Inc. (NYSE: WOLF), a developer and manufacturer of wide-bandgap semiconductors, from 2014 to 2024. Additionally, he served on the Board of Dartmouth, and the Board of Directors for Sealy Corporation (NYSE: ZZ), a bedding company, from 2010 to 2013 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 67, has served as a member of the Board since June 2016. He currently serves as chair of the Audit Committee. In November of 2025, Mr. Treff assumed the position of Chief Administrative and Financial Officer of World Vision International, an international relief and development organization. Prior to this, Mr. Treff served as the Senior Vice President and Chief Financial Officer of World Vision, Inc. from 2016 to 2024. 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 (NYSE: DLX), 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 to 1996 and as Chief Financial Officer and Assistant Secretary from 1996 to 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.

CORPORATE GOVERNANCE

We are committed to maintaining sound corporate governance practices. The Board has formalized several policies, procedures and standards of corporate governance, including our Corporate Governance Guidelines, some of which are described below. We continue to monitor best practices and legal and regulatory developments with a view to further evolving our governance policies and procedures, as appropriate.


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 will 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 Mmes. 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 Corporate Responsibility 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 Chief Accounting Officer, 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. We view artificial intelligence (“AI”) as a key enabler and a powerful tool to help our brands move quickly to respond to our consumers and to support our strategic initiatives. We have established a governance and oversight structure intended to ensure an ethical, secure, and responsible approach to AI adoption. The full Board has oversight over AI strategy, with management providing updates to the Board at least annually and offering educational sessions via internal and external experts. The Audit Committee oversees AI governance, receiving updates on a biannual basis from management. A management AI Steering Committee, which includes our Chief Executive Officer, Chief Information Officer, Chief Strategy Officer, and Chief Legal Officer, guides strategic decisions regarding the Company’s adoption of AI tools and initiatives. 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 Corporate Responsibility Committee oversees risks associated with corporate governance and related matters as well as the structure and performance of the Board and its committees. The Chief Legal Officer 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. The enterprise risk management program facilitates the incorporation of risk considerations into decision making across the Company, and assesses and manages 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, bring together management to discuss risk, promote visibility and constructive dialogue around the risks relevant to our strategy and operations and help facilitate appropriate risk response strategies at the Board, committee, and management levels across our Company. The Chief Legal Officer 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 Chief Legal Officer 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.


Risk Oversight (continued) 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 while we 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. 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 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, 2025, for additional information regarding cybersecurity matters. We believe it is important to address our climate-related risks. 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 Governance and Corporate Responsibility Committee as well as the full Board. The Governance and Corporate Responsibility 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." 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, and Governance and Corporate Responsibility 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.

Securities Trading and Information Disclosure Policy The Company has adopted a Securities Trading and Information Disclosure Policy, which governs the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, employees and other covered persons, and the Company itself, which is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. A copy of the Securities Trading and Information Disclosure Policy was filed as Exhibit 19 to the Annual Report.


Corporate Responsibility and Sustainability Initiatives As one of the world’s largest footwear companies, we aim to make a positive impact on the global footwear industry, for people, and for our planet. Our 2025 Comfort Report, expected to be published in the first half of 2026, is our fifth annual publication that provides an explanation of our progress towards creating a more comfortable world for all. 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 Update and below corporate responsibility and sustainability (“CRS”) discussion pertains to Crocs, Inc. as of December 31, 2025. The content provided in our Comfort Update or accessible through our website is not incorporated by reference as part of the Annual Report. We are continuously evaluating our business practices towards our goal of consistently delivering products that exceed customer and consumer expectations while meeting all regulatory and compliance requirements. We believe the progress of our sustainability efforts is best understood through transparent and comparable disclosures and, to this end, we continue to align our reporting with the Sustainability Accounting Standards Board (“SASB”) and the Taskforce on Climate-related Financial Disclosures (“TCFD”) frameworks.

Environmental We are committed to taking steps to reduce our impact on the environment and are particularly focused on carbon reduction, sustainable operations, and product circularity. In 2025, we completed a greenhouse gas inventory for the Crocs, Inc. enterprise, including both the Crocs and HEYDUDE brands, based on 2024 data. In 2025, we refocused our bio-circular materials strategy to the Crocs Classic Clog Portfolio, maintaining 25% bio-circular content on a mass balance basis across Classics as verified by the International Sustainability and Carbon Certification (“ISCC PLUS”), supporting our journey to Net Zero by 2040. We also maintained our membership with Cascale (formerly the Sustainable Apparel Coalition), continued to progress the work of the Footwear Collective as a founding member and enhanced the tracking of our energy use, water use, and waste generation. In 2025, we also expanded our “Old Crocs. New Life.” consumer takeback program to Crocs stores in Europe. This program allows our Crocs consumers to return their gently worn or well-loved Crocs shoes to over 200 retail stores across the U.S., Canada, and Europe, or via a mail-back initiative, to be donated to communities in need or repurposed into something new. We also restocked our “Keep it Going” classic clog, made of 25% post-consumer recycled content created from Crocs shoes we’ve taken back. More detail on these initiatives, as well as our ambitions, will be provided in our upcoming Comfort Report.

Social As of December 31, 2025, we employed more than 8,010 employees globally, including approximately 4,940 employees in our retail stores, 2,230 employees at our corporate/regional offices, and 840 employees at our distribution centers. We believe we have one of the most talented workforces 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 creating a collaborative culture. We strive to create a culture of inclusion through people-practices that support and empower all employees. We are proud of the workplace culture we have created. To that end, our regular employee engagement scores continue to 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 local laws and customs regarding hiring practices, wages, and working conditions. We also seek to extend the reach of our impact through our global community giving program. In 2025, we expanded our “Step Up to Greatness” program focused on supporting non-profit partners that help young people build new skills, grow confidence, and open doors to new opportunities. In addition to partnering with Big Brothers Big Sisters, the largest youth mentoring organization in the United States and Canada, we also announced a global partnership with UNICEF’s Upshift program, a social innovation accelerator that equips young people with skills, mentorship, and entrepreneurial training. We continued to show up for our communities in times of need, donating shoes and funds in the wake of crises, such as the impacts following the floods in Texas and wildfires in California in 2025.



Governance Strong corporate governance mechanisms, along with robust internal controls over our financial reporting framework, are the foundation for our progress toward our environmental and social ambitions. The basis of this is our Board, which was comprised of 22% female and 22% historically underrepresented racial/ethnic members as of December 31, 2025. In 2025, our Governance and Corporate Responsibility committee of our Board, comprised of three independent directors, continued its oversight of our efforts and received quarterly updates on the development of our CRS program. Specifically, the Governance and Corporate Responsibility Committee assisted the Board in overseeing the Company’s significant strategies, programs, and practices relating to corporate responsibility, including social and environmental issues and impacts. 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 and updates are elevated to and discussed with our Governance and Corporate Responsibility Committee biannually by our Chief Sustainability and Compliance 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.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

During 2025, the Board met four times, and all directors who served during 2025 attended 75% or more of the aggregate of the (i) Board’s meetings and (ii) meetings of the Board committees on which they served, in each case, during the periods that he or she served as a director. We encourage, but do not require, our directors to attend the Annual Meeting of Stockholders. All of the directors who served on the Board at the time attended our 2025 Annual Meeting of Stockholders.

We believe our Board should and does consist of individuals reflecting the broad ranges of experience and backgrounds represented by our employees, customers and communities in which we operate. The below tables provides information related to the composition of our Board.

We believe our Board is highly qualified and active, consisting of directors with a diverse set of relevant experience, qualifications, and skills. This table provides a summary view of the qualifications and attributes of each director.

Qualifications and Attributes

Ian M. Bickley

Charisse Ford Hughes

Ronald L. Frasch

Beth J. Kaplan

Andrew Rees

John B. Replogle

Thomas J. Smach

Neeraj S. Tolmare

Douglas J. Treff

CEO Experience

Corporate Governance/Ethics

Financial/Accounting Expertise

Public Company Board Service

Footwear/Retail Industry Experience

Independent

Global Management and Business Perspective

Consumer Product and Branding Expertise

Information Technology Expertise

Supply Chain and Manufacturing Expertise

Human Resources/Compensation Expertise

Gender or Racial Diversity

Demographic Background

Tenure (Years)

Age (Years)

Average Director Tenure:

9.9 Years

Average Director Age:

62.9 Years

Overall Diversity (1):

33.3%

(1) Gender or Racial Diversity.

Board Committees

The committees established by the Board and their current membership are set forth in the table below.


Name	Audit Committee	Compensation Committee	Governance and Corporate Responsibility Committee
Thomas J. Smach*	ü	ü
Ian Bickley			ü
Charisse Ford Hughes		ü
Ronald L. Frasch			ü**
Beth J. Kaplan		ü**
Andrew Rees
John B. Replogle			ü
Neeraj S. Tolmare	ü
Douglas J. Treff	ü**

* Chairperson of the Board

** Chairperson of the Committee

Audit Committee

The current members of the Audit Committee are Messrs. Treff (Chairperson), Smach, and Tolmare. The Audit Committee met nine times in 2025. The functions of the Audit Committee include, among other things, oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the performance, qualifications, and independence of our independent auditors, and the performance of our internal audit function. The Audit Committee is directly responsible for the appointment, retention, compensation, evaluation, termination, and oversight of the work of any independent auditor engaged for the purpose of preparing or issuing an audit report or related work. The Audit Committee is also tasked with evaluating our significant information technology (“IT”) strategies, and oversight of management in its management of risks related to our IT systems, processes, and procedures, including risk related to cybersecurity. In addition, the Audit Committee oversees the determination of whether an accounting restatement is required due to material noncompliance with any financial reporting requirement under the securities laws as well as the preparation of any accounting restatements required to correct such noncompliance. The purpose and responsibilities of the Audit Committee are set forth in the Audit Committee Charter.

All of the members of the Audit Committee are independent, as determined in accordance with Nasdaq listing standards applicable to Audit Committee members and relevant federal securities laws and regulations. The Board has determined that Mr. Treff qualifies as an “audit committee financial expert” as defined by the applicable regulations of the SEC.

Compensation Committee

The current members of the Compensation Committee are Ms. Kaplan (Chairperson), Ms. Ford Hughes, and Mr. Smach. The Compensation Committee met eight times in 2025. The Compensation Committee has overall responsibility for defining, articulating, evaluating, and approving our executive officer compensation, benefits, severance, equity-based or other compensation plans, policies, and programs. The Compensation Committee is also responsible for approving our Compensation Discussion and Analysis for inclusion in this proxy statement. The Compensation Committee is also charged with administering and enforcing our clawback policies consistent with the terms of such policies. The purpose and responsibilities of our Compensation Committee are set forth in the Compensation Committee Charter.

All of the members of the Compensation Committee are independent, as determined in accordance with Nasdaq listing standards applicable to Compensation Committee members and relevant federal securities laws and regulations.

Pursuant to its charter, the Compensation Committee has the authority to, among other things: (i) establish, monitor, and approve our overall compensation strategy and philosophy; (ii) review and approve annually corporate goals and objectives relevant to the compensation of our Chief Executive Officer, and to approve our Chief Executive Officer’s compensation; (iii) oversee and approve management’s recommendations concerning the performance and compensation of other executive officers; (iv) oversee the compensation structure for our employees generally; (v) review and make recommendations to the

Board with respect to the establishment of any new incentive compensation and equity-based plans; (vi) supervise the administration of our equity-based incentive plans, including the authorization of equity grants under such plans; (vii) review and approve the terms of written employment agreements, post-employment consulting agreements and severance arrangements for executive officers; (viii) assist the Board in developing and evaluating potential candidates for executive officer positions and oversee the development of succession plans for executive officers; (ix) review and recommend to the Board compensation to be paid to our non-employee directors; and (x) review and evaluate the relationship between our incentive compensation arrangements and our corporate strategy and risk management policies and practices. The Compensation Committee may also delegate its authority under its charter to a subcommittee or one or more of our officers as it deems appropriate from time to time.

The Compensation Committee sets our Chief Executive Officer’s compensation. The Compensation Committee also reviews the recommendations of our Chief Executive Officer with respect to compensation of our named executive officers, other than himself, and, after reviewing such recommendations, sets the compensation of our other named executive officers, as well as certain direct reports of the Chief Executive Officer. The Compensation Committee relies on its judgment when making compensation decisions after reviewing our performance and evaluating each executive’s performance against established goals, taking into account other factors such as leadership ability and responsibilities, and the market competitiveness of current compensation arrangements. When evaluating total compensation for each of our executive officers, the Compensation Committee reviews the executive officer’s current compensation, including equity- and non-equity-based compensation. The Compensation Committee also evaluates surveys and other available data regarding the executive compensation programs of comparative companies. The compensation program for executive officers and the Compensation Committee assessment process are designed to be flexible so as to better respond to the evolving business environment and individual circumstances. See “Corporate Governance—Risk Oversight” (above) for the Compensation Committee’s evaluation of our compensation program risk.

During 2025, the Compensation Committee continued to engage Meridian as its independent compensation consultant to provide consulting services to the Compensation Committee in connection with 2025 executive compensation matters. See “Compensation Discussion and Analysis” (below) for further discussion.

Meridian does not provide any services to management. Prior to engaging Meridian, the Compensation Committee considered their independence in accordance with the terms of the Compensation Committee Charter and Nasdaq listing requirements. The Compensation Committee determined that Meridian is independent and did not identify any conflicts of interest.

Governance and Corporate Responsibility Committee

The current members of the Governance and Corporate Responsibility Committee are Messrs. Frasch (Chairperson), Bickley, and Replogle. The Governance and Corporate Responsibility Committee was formed during 2025 through the consolidation of the Board's Governance & Nominating Committee and its Corporate Responsibility and Sustainability Steering Committee, with the consolidation becoming effective following each committee's final independent meeting held in the second quarter of 2025. Prior to the consolidation, the Governance & Nominating Committee met three times in 2025 and the Corporate Responsibility Committee met three times in 2025; following the consolidation, the Governance and Corporate Responsibility Committee met three times during the remainder of 2025, for a combined total of nine meetings across the predecessor and successor committees during 2025. The Governance and Corporate Responsibility Committee assists the Board in promoting our best interests and those of our stockholders through the implementation of sound corporate governance principles and practices. In furtherance of this purpose, the Governance and Corporate Responsibility Committee identifies individuals qualified to become Board members and recommends to the Board the director nominees for election at each annual meeting of stockholders. It also reviews the qualifications and independence of the members of the Board and its various committees and makes any recommendations the Governance and Corporate Responsibility Committee members may deem appropriate concerning any changes in the composition of the Board and its committees. The Governance and Corporate Responsibility Committee also recommends to the Board the corporate governance guidelines and standards regarding the independence of non-employee directors applicable to us and reviews the provisions of the Governance and Corporate Responsibility Committee Charter on a regular basis to confirm that such guidelines, standards and charter remain consistent with sound corporate governance practices and with any applicable legal or regulatory requirements and the Nasdaq listing standards. The Governance and Corporate Responsibility Committee also monitors and leads the Board in its periodic review of the Board’s performance.

The purpose and responsibilities of our Governance and Corporate Responsibility Committee are set forth in the Governance and Corporate Responsibility Committee Charter. All of the members of the Governance and Corporate Responsibility Committee are independent, as determined in accordance with the Nasdaq listing standards.

EXECUTIVE OFFICERS

Our executive officers as of April 13, 2026 include the following individuals:

Name

Age

Position(s)

Andrew Rees

Chief Executive Officer

Patraic Reagan (1)

Executive Vice President, Chief Financial Officer

Anne Mehlman

Executive Vice President, Brand President for Crocs

Terence Reilly (2)

Executive Vice President, Chief Brand Officer

Rupert Campbell (3)

Executive Vice President, Brand President for HEYDUDE

(1) Mr. Reagan was appointed as Executive Vice President, Chief Financial Officer on September 22, 2025.

(2) Mr. Reilly previously served as the Company’s Executive Vice President, Brand President for HEYDUDE and was appointed as Executive Vice President, Chief Brand Officer effective May 21, 2025.

(3) Mr. Campbell was appointed as Executive Vice President, Brand President for HEYDUDE on November 17, 2025.

Mr. Rees’ biographical information is disclosed above under “Proposal 1—Election of Directors.”

Patraic Reagan has served as our Executive Vice President and Chief Financial Officer since September 2025. Prior to joining Crocs, Inc., Mr. Reagan served as Chief Financial Officer of SharkNinja, Inc., a global product design and technology company, from April 2024 to September 2025. Prior to SharkNinja, Inc., he spent nearly 14 years at Nike, Inc., where he held several senior finance roles, including Vice President and Chief Financial Officer of Asia Pacific and Latin America from February 2022 to April 2024 and Vice President of Global Business Planning from July 2020 to February 2022. Earlier in his career, Mr. Reagan held various roles at Coach, Inc. (now Tapestry, Inc.), Ralph Lauren Corporation, Kraft Foods, and Chiquita Brands International. Mr. Reagan received his Bachelor of Business Administration degree in Accounting and Finance from the University of Cincinnati and his Master of Business Administration degree from the Kelley School of Business at Indiana University.

Anne Mehlman has served as our Executive Vice President, Brand President for Crocs since May 2024. Ms. Mehlman previously served as our Executive Vice President, Chief Financial Officer from August 2018 to June 2024. From November 2016 until August 2018, she served as Chief Financial Officer of Zappos.com, Inc., an online shoe retailer owned by Amazon.com, Inc. Previously, Ms. Mehlman served as our Vice President, Corporate Finance from June 2011 to November 2016. Prior to that time, she was Division Finance Director at RSC Holdings, Inc., an equipment rental company (acquired by United Rentals, Inc.). Ms. Mehlman also held various financial roles at Corporate Express, an office supplies company (acquired by Staples, Inc.) and Lockheed Martin, a global security and aerospace company. Ms. Mehlman served on the board of directors of JOANN Inc., a specialty retailer of crafts and fabrics, from March 2021 to April 2024. She received her Bachelor’s degree from the University of Colorado at Colorado Springs.

Terence Reilly has served as Executive Vice President, Chief Brand Officer of Crocs, Inc. since May 2025. Mr. Reilly joined Crocs, Inc. in April 2024 as Executive Vice President, Brand President for HEYDUDE prior to his appointment as Chief Brand Officer. Previously, Mr. Reilly most recently served as the President of the Stanley Brand, a centuries-old insulated drinkware company, from April 2020 to April 2024. Prior to his time at Stanley, Mr. Reilly served in marketing leadership at Crocs, Inc. from 2013 to 2020 culminating in the Senior Vice President, Chief Marketing Officer role. Prior to 2013, he held various senior level marketing and leadership positions at Crocs, Inc. Mr. Reilly received his Bachelor’s degree in Communications from Rider University.

Rupert Campbell has served as our Executive Vice President and Brand President for HEYDUDE since November 2025. Mr. Campbell joined Crocs, Inc. in March 2025 as Senior Vice President and Chief Commercial Officer of HEYDUDE, where he was responsible for overseeing the brand’s global commercial strategy. Prior to joining Crocs, Inc., Mr. Campbell served as President of adidas North America, a multinational athletic apparel and footwear company, from November 2021 to December 2023. Prior to that role, Mr. Campbell served as Managing Director of Russia/CIS for adidas from February 2018 to January 2022.

BENEFICIAL OWNERSHIP OF OUR SECURITIES

Ownership by Our Directors, Executive Officers, and Greater than 5% Stockholders

The following table sets forth information with respect to the beneficial ownership of our common stock as of March 31, 2026, by:

•each person (or group of affiliated persons) who is known by us to own beneficially more than 5% of our outstanding common stock;

•each current director or nominee;

•each of the named executive officers listed in “Compensation Tables—Summary Compensation Table” (below); and

•all current directors and executive officers as a group.

Beneficial ownership is determined in accordance with SEC rules. In computing a person’s percentage ownership of common stock, shares of common stock subject to options, restricted stock units (“RSUs”) or performance-based restricted stock units (“PSUs”) held by that person that are currently exercisable, or exercisable (or, in the case of RSUs and PSUs, scheduled to vest and settle) within 60 days after March 31, 2026, are deemed to be outstanding and beneficially owned by that person. None of these shares, however, are deemed outstanding for the purpose of computing the percentage ownership of any other person.

Except as indicated and pursuant to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares set forth opposite such stockholder’s name. Percentage ownership is based on 50,444,107 shares of our common stock outstanding on March 31, 2026. Unless otherwise indicated below, the address for each director and named executive officer listed below is in care of Crocs, Inc., 500 Eldorado Blvd., Building 5, Broomfield, CO 80021.

Common Stock

Name of Beneficial Owner

Percent

5% Stockholders:

BlackRock, Inc. (1)

5,566,035

11.0%

The Vanguard Group (2)

5,496,183

10.9%

FMR LLC (3)

4,233,829

8.4%

WIT Partners Advisory Pte. Ltd. (4)

2,852,280

5.7%

Named Executive Officers, Directors, and Director Nominees:

Andrew Rees (5)

1,016,929

2.0%

Thomas J. Smach (6)

213,620

Douglas J. Treff

84,344

Ronald L. Frasch

75,428

Anne Mehlman

68,049

Ian M. Bickley

30,357

Terence Reilly

30,255

John B. Replogle

18,417

Charisse Ford Hughes (7)

15,451

Beth J. Kaplan

13,122

Patraic Reagan

6,200

Neeraj S. Tolmare

5,414

Susan Healy (8)

4,917

Rupert Campbell

2,645

All directors and executive officers as a group (14 persons) (9)

1,585,148

3.1%

*Less than 1%

(1) Based solely on a Schedule 13G/A filed with the SEC on January 24, 2024, reporting on beneficial ownership as of December 31, 2023. BlackRock, Inc. reported sole voting power with respect to 5,415,202 shares and sole dispositive power with respect to 5,566,035 shares. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.

(2) Based solely on a Schedule 13G/A filed with the SEC on February 13, 2024, reporting on beneficial ownership as of December 29, 2023. The Vanguard Group reported shared voting power with respect to 29,657 shares, sole dispositive power with respect to 5,401,961 shares and shared dispositive power with respect to 94,222 shares. On March 26, 2026, The Vanguard Group further amended its Schedule 13G/A to disclose that as of March 13, 2026 (i) as a result of an internal realignment, it was no longer deemed to beneficially own shares of our common stock beneficially owned by certain of its subsidiaries and/or business divisions, and accordingly, it was no longer deemed to beneficially own any shares of our common stock and (ii) going forward, such subsidiaries and/or business divisions of The Vanguard Group will report beneficial ownership separately (on a disaggregated basis). The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

(3) Based solely on a Schedule 13G/A filed with the SEC on February 5, 2026, reporting on beneficial ownership as of December 31, 2025. FMR LLC reported sole voting power with respect to 4,080,253 shares and, along with Abigail P. Johnson, the Chairman and Chief Executive Officer of FMR LLC, sole dispositive power with respect to 4,233,829 shares. The address for FMR LLC is 245 Summer Street, Boston, MA 02210.

(4) Based solely on a Schedule 13G filed with the SEC on February 2, 2026, reporting on beneficial ownership as of February 28, 2025. WIT Partners Advisory Pte. Ltd. reported sole voting power with respect to 2,852,280 shares. The address for WIT Partners Advisory Pte. Ltd. is 809 French Road, #05-152, Singapore 200809.

(5) Includes 200,000 shares subject to options exercisable within 60 days of March 31, 2026, and 775,981 shares held by the V&M Rees Revocable Trust, in which Mr. Rees is a trustee and exercises voting and investment power.

(6) Includes 80,014 RSUs that become immediately vested upon the earlier of Mr. Smach’s separation of service from the Board or upon a change in control, 6,416 shares held by Mr. Smach’s wife, and 108,246 shares held in a family trust, of which Mr. Smach is a trustee. Also included are 10,000 shares held in a trust for the benefit of Mr. Smach’s children; Mr. Smach’s wife is the trustee of the trust. Mr. Smach disclaims beneficial ownership of these 10,000 shares

(7) Includes 9,294 RSUs that become immediately vested upon the earlier of Ms. Ford Hughes’ separation of service from the Board or upon a change in control.

(8) On August 28, 2025, Ms. Healy notified the Company of her decision to resign from her position as our Executive Vice President, Chief Financial Officer, effective immediately. The information reflected in the table above is as of August 12, 2025, based on Ms. Healy's most recent Form 4, filed with the SEC on August 14, 2025, as updated for the fact that, in accordance with the applicable award agreements, all of Ms. Healy’s unvested equity awards were cancelled and forfeited, effective as of the Separation Date (as defined herein), which is reflected in the table above.

(9) Shares beneficially owned include 200,000 shares subject to options that are exercisable within 60 days of March 31, 2026, and 89,308 RSUs that become immediately vested upon the earlier of certain directors’ separation of service from the Board or upon a change in control.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who beneficially own more than 10% of our common stock to file reports of beneficial ownership and changes in such ownership with the SEC in a timely manner.

Based solely upon a review of Forms 3, 4, and 5 (and amendments thereto) and written representations furnished to us during the most recent fiscal year, no person who at any time during the fiscal year was a director, officer, or beneficial owner of more than 10% of our common stock failed to file on a timely basis any reports required by Section 16(a) of the Exchange Act during 2025 except for one Form 4 for John Replogle related to a purchase of the Company’s common stock.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transactions

Since January 1, 2025, there have been no related person transactions in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any current related person had or will have a direct or indirect material interest.

Policy on Transactions with Related Persons

Our Worldwide Code of Ethics requires that any transaction involving us in which one of our directors, nominees for director, executive officers, or greater than five percent stockholders, or one of the aforementioned’s immediate family members (each, a “related person”), have a material interest be approved or ratified by the Audit Committee if the amount involved, when aggregated with the amount of all other transactions between the related person and us, exceeds $100,000 in a fiscal year. The full Board reviews ordinary course of business transactions in which directors have an interest as part of the Board’s annual director independence review, and our Worldwide Code of Ethics permits the full Board to waive any conflicts of interest between us and any director or officer. In determining whether to approve or ratify any such transaction, the Audit Committee must consider, in addition to other factors it deems appropriate, whether the transaction is on terms no less favorable to us than those involving unrelated parties.

Director and Officer Indemnification

We have entered into agreements to indemnify our directors in addition to the indemnification provided for both directors and executive officers in our certificate of incorporation and bylaws. These documents, among other things, provide for indemnification of our directors and executive officers for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by us or in our right, arising out of such person’s services as a director or executive officer of ours, any subsidiary of ours or any other company or enterprise to which the person provided services at our request. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.

DIRECTOR COMPENSATION

Structure of Compensation Program

Non-employee directors are compensated with a combination of an annual Board retainer and retainers for serving on committees, paid in cash or restricted stock at the director’s election, and annual equity grants during the period that begins on or around the date of an annual meeting and ends on or around the day prior to the next annual meeting (each such period, a “Board Year”). The 2025–2026 Board Year began on June 10, 2025. Mr. Rees, who is an employee of the Company, is not eligible to receive this compensation. Directors do not receive additional fees for attendance at meetings. Amounts payable to our non-employee directors under our director compensation program are described under “2025–2026 Retainers and Equity Awards” below.

Philosophy/Approach

The Compensation Committee periodically reviews market director compensation levels using data from a peer group approved by the Compensation Committee. The competitive report and analysis is developed by Meridian, the Compensation Committee’s independent compensation consultant. Changes to director compensation levels or program structure are presented to the full Board for approval. While the program is not targeted to any specific market percentile or position, the philosophy is to ensure that overall compensation levels are competitive and appropriate while considering market practices, desired alignment with stockholders, relative Board cost compared to peers, mix of equity versus cash, and the Compensation Committee’s view of the Board’s performance.

Based on a review of competitive market practices of our peers presented by Meridian, effective June 2025, for the 2025–2026 Board Year, the committee chair retainers increased by $5,000 for the Audit Committee and the Compensation Committee, and by $25,000 for the Governance and Corporate Responsibility Committee; and committee member retainers increased by $5,000 for the Audit Committee, by $10,000 for the Compensation Committee, and by $15,000 for the Governance and Corporate Responsibility Committee. The annual retainer for all independent members of the Board was increased by $15,000, but decreased by $35,000 for the Chairperson of the Board. Additionally, the annual equity award was increased by $90,000 for the Chairperson of the Board, but remained unchanged for the other directors.

2025–2026 Retainers and Equity Awards

The components of annual director compensation for the 2025–2026 Board Year are shown in the chart below:


Pay Component						Amount ($)
Annual Cash Retainer
Chairperson of the Board						115,000
Other non-employee directors						115,000
Committee Chair Retainers
Audit Committee						50,000
Compensation Committee						50,000
Governance and Corporate Responsibility Committee						50,000
Committee Members Retainers
Audit Committee						25,000
Compensation Committee						25,000
Governance and Corporate Responsibility Committee						25,000
Equity Awards
Chairperson of the Board						360,000
Other non-employee directors						160,000

The annual retainers and committee fees are denominated in cash and payable in quarterly installments unless the director elects to be paid in shares of restricted stock or a combination of cash and restricted stock. The directors may also elect to defer all or a portion of their annual retainer. The number of shares of restricted stock paid in lieu of cash is determined based on the fair market value of our common stock on the date the retainer is issued. The restricted stock vests in four successive quarterly installments from the issuance date. For the 2025–2026 Board Year, Mr. Frasch and Ms. Kaplan elected to receive their annual

retainers and committee fees in cash. Messrs. Bickley, Replogle, Smach, Tolmare, and Treff elected to receive their annual retainers and committee fees in restricted stock. Ms. Ford Hughes elected to receive deferred stock for their annual retainer and committee fees.

In lieu of receiving the annual equity award in shares of common stock, directors can elect to receive their annual equity award as RSUs that vest upon their cessation of service on the Board or a change in control in lieu of the common stock grant. Ms. Ford Hughes made that election for the 2025–2026 Board Year. The number of shares of common stock was determined based on the fair market value of our common stock on the date of grant.

All directors are reimbursed for their reasonable out-of-pocket expenses incurred in attending meetings of the Board and its committees.

The table below summarizes the total compensation paid to each of our non-employee directors who served during the fiscal year ended December 31, 2025.

Name

Fees Earned or

Paid in Cash ($) (1)

Stock Awards ($) (2)

Total ($) (1)

Ian M. Bickley

—

299,888

SEC Form DEF 14A filed by Crocs Inc.