UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

To the Stockholders of Crocs, Inc.:

The Annual Meeting’s purpose is to:

Only stockholders of record of our common stock at the close of business on April 13, 202021, 2023 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, 7477 East Dry Creek Parkway, Niwot,13601 Via Varra, Broomfield, Colorado 80503. The list of stockholders will also be available during the Annual Meeting through the Annual Meeting website for those stockholders who choose to attend.80020.

Niwot,Broomfield, Colorado

April 24, 202027, 2023

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.

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.

AsWe delivered cumulative total shareholder return (“TSR”) among the market leaders in our peer group as measured for the year ended December 31, 2019, we delivered strong cumulative total shareholder return (“TSR”) compared to our peer group*2022*.

In March 2020,2023, 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, 2020.2023. Our Board is asking for stockholder ratification of this appointment at the Annual Meeting.

The objectives of our executive compensation program are to:

We strive to pay our executives based on performance.

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

This proxy statement will first be made available to stockholders on or about April 24, 2020.27, 2023.

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 of Internet Availability of Proxy Materials 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 of Internet Availability of Proxy Materials 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.

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, 2019,2022, 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, 202021, 2023 are entitled to notice of, and to vote at, the Annual Meeting. On the record date, there were 67,376,93062,025,478 shares of our common stock outstanding, for aggregate votes of 67,376,93062,025,478 (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 of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. If your shares

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 vote, ask questions, and access the list of stockholders as of the close of business on the record date for the Annual Meeting.questions. The Annual Meeting webcast will begin promptly at 9:0030 a.m. MountainEastern Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 8:459:15 a.m. MountainEastern 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.

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

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 of Internet Availability of Proxy Materials 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 instructionsinstruction 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 of Internet Availability of Proxy Materials 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 forms.

What if I don’t provide voting instructions?

If you are a stockholder of record and you return your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by that proxy as recommended by our Board. If you are a beneficial owner and you return your signed voting instruction form but do not indicate your voting preferences, your broker, trustee, bank, or other holder of record may not vote your uninstructed shares on any proposal other than Proposal 2.

Vote online by attending the Annual Meeting

How can I attend and 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 of Internet Availability of Proxy Materials, 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 vote, ask questions, and access the list of stockholders as of the close of business on the record date for the Annual Meeting.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.

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

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:

What if I don’t provide voting instructions?

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.

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 $9,000,$10,500, 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?

As partWe believe the virtual Annual Meeting offers the same participation opportunities as an in-person Annual Meeting. Due to the impact of the COVID-19 pandemic, we have held our effortannual meetings of stockholders by means of remote communications 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 maintain a safeparticipate as an in-person Annual Meeting and healthy environmentallows us to provide consistent opportunities for our directors, membersengagement to all stockholders, regardless of management, and stockholders who wishtheir geographic location. Therefore, we plan to attendhold the Annual Meeting in lightby means of the public health impact of the coronavirus outbreak (COVID-19), we believe that hosting a virtual meeting is in the best interest of the Company and its stockholders and enables increased stockholder attendance and participation because stockholders can participate from any location around the world. We plan to resume holding an in-person meeting in 2021.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.

Our Board currently consists of nineeight 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.

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. Mr. Melwani and Mr. Gray are not standing for re-election and their terms expire at the Annual Meeting. The current authorized number of directors is nine. However, assuming the election of the Class III director nominees at the Annual Meeting, there will only be seven continuing directors following the Annual Meeting, leaving two vacancies.eight. 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.

Upon the recommendation of the Governance and Nominating Committee, the Board has nominated Ms. Kaplan and Mr. Smach for re-election as Class III directors to serve for a three-year term expiring at the 20232026 annual meeting of stockholders.

A stockholder cannot vote for more than two nominees. Each of the director nominees has consented to serve for a three-year term. We do not contemplate that anyeither of the nominees will be unable to stand for election, but should anyeither 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 Nominating Committee’s process for identifying potential director candidates and the factors considered by the Governance and Nominating Committee in evaluating potential candidates are described below. In identifying potential director candidates, the Governance and Nominating Committee relies on recommendations from a number of sources, including current directors and officers. The Governance and Nominating Committee may also hire outside consultants, search firms, or other advisors to assist in identifying director candidates. We do not have a separate policy regarding director candidates recommended by stockholders, but the Governance and Nominating 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 Nominating Committee may do so by submitting a written recommendation to the Governance and Nominating Committee in accordance with the procedures set forth under “Other Matters—Stockholder“Stockholder Proposals and Nominations.”

In evaluating a director candidate, our Governance and Nominating Committee considers, among other things, the candidate’s judgment, knowledge, personal and professional integrity, ethics and values, diversity, expertise, business and industry experience, and other expertise, which is likely to enhance the Board’s ability to govern our affairs and business. We do not have a separate policy regarding consideration of diversity in identifying director nominees, but the Governance and Nominating Committee strives to nominate directors with a variety of complementary skills and backgrounds so that, as a group, the Board will possess a broad perspective and the appropriate talent, skills, and expertise to oversee our business. For example, effective January 2020,over the last three years, the Board added Ms. Beth J. Kaplan, as a member ofMs. Charisse Ford Hughes, and Ms. Tracy Gardner to the Board, and the Board believes she hasthey have provided valuable experience and insight, along with additional gender and racial diversity to the Board. The Governance and Nominating 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 Nominating 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.

Information About Continuing Directors

Class I Directors

Class II Directors

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 revisingevolving our governance policies and procedures, as appropriate.

During 2019,2022, the Board met five times, and all directors who served during 20192022 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 directors who served on the Board at the time attended our 20192022 Annual Meeting of Stockholders, except for Mr. Melwani.Stockholders.

We believe our current 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.

Board Committees

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

* Chairperson of the Board

** Chairperson of the Committee

The current members of the Audit Committee are Messrs. Treff (Chairperson), Bickley, and Smach. The Audit Committee met nine times in 2019.2022. 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. 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 Messrs. Treff and Smach each qualify as an “audit committee financial expert” as defined by the applicable regulations of the SEC.

The current members of the Compensation Committee are Mses. WrightMss. Gardner (Chairperson) and Kaplan, and Messrs. Frasch and Melwani.Mr. Frasch. The Compensation Committee met sixfive times in 2019.2022. 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 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 management’s decisions 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 recommend to the Board 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

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. The Compensation Committee relies on its judgment when making compensation decisions after reviewing our performance and evaluating each executive’s performance against established goals, leadership ability and responsibilities, and 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 2019,2022, the Compensation Committee again engaged an outsideMeridian as its independent compensation consultant Meridian, to provide consulting services to the Compensation Committee in connection with 20192022 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.

The current members of the Governance and Nominating Committee are Messrs. Frasch (Chairperson), Melwani, and Smach and Ms. Kaplan. The Governance and Nominating Committee met threefive times in 2019.2022. The Governance and Nominating 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 Nominating 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 Nominating Committee members may deem appropriate concerning any changes in the composition of the Board and its committees. The Governance and Nominating 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 Nominating 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 Nominating Committee also monitors and leads the Board in its periodic review of the Board’s performance.

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

The current members of the China Growth AccelerationESG Committee are Messrs. BickleyMss. Kaplan (Chairperson) and Frasch.Hughes and Mr. Bickley. The China Growth AccelerationESG Committee was formed in January 2019 with a fixed one-year term, which the Board extendedJune 2022. The ESG Committee met five times in December 2019 for an additional one-year term, such that the term will now expire on December 31, 2020.2022. The China Growth AccelerationESG Committee assists the Board in its ongoing overview(i) carrying out the responsibilities delegated by the Board regarding the review and oversight of our long-term strategic planninggoals, policies, procedures and growth initiatives and offers advice and insightsdisclosures related to sustainability and ESG matters and (ii) its oversight of the creationsustainability and ESG matters material to us, our employees, our communities, and the planet.

In furtherance of a new growth plan forthis purpose, the ESG Committee, among other things, oversees and advises the Board on our businesssignificant strategies, investments, and commitments related to sustainability and ESG, including environmental and social topics and oversees and evaluates the ESG risks, opportunities and key performance indicators material to us. In addition, the ESG Committee monitors progress against publicly stated sustainability and ESG goals material to us, including our Net Zero by 2030 public commitment and any ESG-related long-term compensation targets in China and organizational structure incoordination with the Asia Pacific region and specifically as it relates to the China business.Compensation Committee. The China Growth AccelerationESG Committee is also taskedcharged with providing guidancemonitoring voluntary and mandatory disclosures related to sustainability and ESG, including our annual ESG reporting as well as compliance with respectlegal and regulatory requirements in addition to staying informed on sustainability and ESG topics at an industry and global level, and advising the Board regarding material trends or issues. Finally, the ESG Committee is responsible for monitoring potential stockholder proposals as well as engagement efforts with stockholders and customers.

The purpose and responsibilities of our assessmentESG Committee are set forth in the ESG Charter. All of the brand potential in China; review our plans and timeline for growth by channel in China; contribute to our understandingmembers of the changing market landscape and market specific risksESG Committee are independent, as determined in China; act in an advisory capacity to help us prioritize alternative investment options foraccordance with the China market; and interface with designated management team/groups regarding China business and potential opportunities.Nasdaq listing standards.

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

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, 20202023 by:

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, or 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, 2020,2023, 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 67,375,06062,023,516 shares of our common stock outstanding on March 31, 2020.2023. Unless otherwise indicated below, the address for each director and named executive officer listed below is in care of Crocs, Inc., 7477 East Dry Creek Parkway, Niwot,13601 Via Varra, Broomfield, Colorado 80503.80020.

Related Person Transactions

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

Director and Officer Indemnification

We have entered into agreements to indemnify certain directors and executive officers in addition to the indemnification provided for in our certificate of incorporation and bylaws. These agreements, 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.

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. 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 “2019 Retainer”“2022 Retainer and Equity Awards” below. The former non-employee directors designated by Blackstone under the Investment Agreement, Messrs. Melwani and Gray, were entitled to receive the standard compensation for non-employee directors; however, such compensation was permitted to be paid to Blackstone or its designee, pursuant to the terms of the Investment Agreement.

Philosophy/Approach

The Compensation Committee periodically reviews market director compensation levels using data from a peer group approved by the Compensation Committee, based onCommittee. The competitive report and analysis and recommendations fromis 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 overall philosophy is to ensure that overall compensation levels are competitive and appropriate given relevantwhile considering market practice.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.

The components of annual retainer of $150,000. The other non-employee directors received an annual retainer of $100,000. Directors who served as chairpersons of Board committees received additional committee retainers, as follows: Audit Committee $30,000; Compensation Committee $25,000; Governance and Nominating Committee $10,000; China Growth Acceleration Committee $50,000; and Information Technology Committee $30,000, 50% of which was paid prior todirector compensation for 2022 are shown in the Information Technology Committee’s termination on January 1, 2020. Directors who served as non-chair members of Board committees received additional annual committee retainers for committee service, as follows: Audit Committee $15,000; Compensation Committee $10,000; Governance and Nominating Committee $5,000; and Information Technology Committee $10,000, 50% of which was paid prior to the Information Technology Committee’s termination on January 1, 2020. Thesechart below:

The annual retainers 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 is determined based on the fair market value of our common stock on the date the retainer is payable. The restricted stock vests in four successive quarterly installments from the issuance date. During 2019, Messrs. Melwani,2022, Mr. Frasch Gray, and SmachMss. Kaplan and Ms. WrightGardner elected to receive their annual retainers in cash. Mr.Messrs. Bickley, elected to receive his annual retainer 50% in cashSmach, and 50% in stock. Mr. Treff elected to receive histheir annual and committee retainers in restricted stock.

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, 2019.2022.

As of December 31, 2019,2022, each non-employee director who served during 20192022 had the following number of stock options and unvested restricted stock awards outstanding:

Director Ownership Guidelines

Dear Stockholders,

The Compensation Committee iscontinues to be committed to ensuring that the Company’sstructuring an executive compensation programs reinforce the significant linkage between executive compensationprogram that is linked to financial, operational and long-term stockholder value creation.share price performance. Our executive compensation programs are designed suchprogram continues to be heavily focused on performance based, at-risk pay. Consistent with prior years, the Committee set forth challenging performance goals that performance-based and at-risk pay constitute a significant majoritywe believe contributed to the strong performance the Company experienced in 2022.

The 2022 executive compensation program was adjusted to reflect the addition of the total potentialHEYDUDE brand while maintaining many of the structural elements of the 2021 executive compensation for our executive officers. We establish rigorous financial and non-financial targets driven byprogram. The Committee believes the Company’s overall strategy to reward both short-term and long-term performance.

I encourage all stockholders to read the Compensation Discussion & Analysis to further understand our executive compensation philosophy and program. Furthermore, as noted in the Compensation Discussion & Analysis, in light of the COVID-19 pandemic impacts, in March 2020, we implemented temporary base salary reductions for executives, including base salary reductions of 20% for our named executive officers. In addition, in light of the COVID-19 pandemic impacts, in March 2020, Mr. Smach voluntarily elected to forgo all compensation related to his service as Chairman of the Board and as a member of the Board, the Audit Committee, and Governance and Nominating Committee, and the other members of the Board voluntarily elected to reduce their compensation related to service as a member of the Board and any committees on which they serve by 50%.

Compensation Committee Chairperson

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis provides information that we believe is necessary to understand our executive compensation policies and decisions as they related to the compensation for fiscal 20192022 of our named executive officers.

The following “namednamed executive officers”officers whose compensation information is presented in the tables and discussed in this report include:

* On September 28, 2022, we and Ms. Teffner stepped down as Executive Vice President and Chief Financial Officer in August 2018, but remainedBoltz agreed that she would separate from her position with the Company, as Executive Vice President Finance and Strategic Projects until April 1, 2019.effective October 14, 2022.

In evaluating our overall executive compensation program and decisions, including payouts under the 20192022 programs and plan designs for our 20202023 programs, the Compensation Committee (the “Committee”) considered a number of factors, including the strategic and financial performance and position of our companyCompany in 2019. We had another outstanding year2022.

In particular, in 2019, asFebruary 2022, we achievedcompleted our second consecutive yearacquisition of top-line growth, which drove significantHEYDUDE™, a privately-owned casual footwear brand. HEYDUDE is engaged in the business of distributing and selling general and administrative (“SG&A”) leverage, and returnedcasual footwear, including footwear under the brand name “HEYDUDE.” The HEYDUDE acquisition has enabled us to profitability.further diversify our product portfolio under two brands. We intend to leverage our global presence, innovative marketing, and scale infrastructure to grow HEYDUDE and to create significant stockholder value.

Some specific highlights and key accomplishments considered by the Committee in its decision-making process during 20192022 included:

Key Compensation Committee Actions in 20192022

The Committee took several actions which are consistent with our determination to pay for performance and align our incentive compensation metrics to key strategic initiatives.