Andrew Rees
CrocsAbout Andrew Rees
Andrew Rees, age 58, is Chief Executive Officer of Crocs, Inc. and a Class I director, having joined Crocs as President in June 2014 and becoming CEO and a director in June 2017; he has 25+ years in footwear/retail with L.E.K. Consulting (Retail & Consumer founder/lead for 13 years), Reebok (VP Strategic Planning and VP Retail Operations), and Laura Ashley (1994–1996) . Under his leadership, Crocs delivered record 2024 revenue of $4,102.1 million (+3.5% y/y), gross margin of 58.8%, and net income of $950.1 million; Crocs’ 5‑year cumulative TSR ranked in the 83rd percentile versus its compensation peer group as of year‑end 2024 . The board maintains an independent chair and a majority of independent directors, mitigating dual‑role risks from CEO service on the board .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crocs, Inc. | President; Chief Executive Officer | President: 2014–2017; CEO: since 2017 | Led global strategy and operations; elevated brand growth and profitability |
| L.E.K. Consulting | Managing Director; Founder/Leader of Retail & Consumer Products Practice | 13 years | Advised Crocs (2013–2014) on strategic growth plan; built consumer/retail advisory practice |
| Reebok International | VP Strategic Planning; VP Retail Operations | — | Drove strategy and retail operations for an athletic footwear brand |
| Laura Ashley | Various roles | 1994–1996 | Experience in textiles/retail operations |
External Roles
No additional public company board roles or external directorships for Andrew Rees are disclosed in the latest proxy biography .
Fixed Compensation
Multi‑year CEO compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 1,100,000 | 1,100,000 | 1,138,462 |
| Stock Awards ($) | 7,249,910 | 7,249,993 | 8,549,916 |
| Non‑Equity Incentive Plan Compensation ($) | 1,551,000 | 2,268,200 | 2,677,661 |
| All Other Compensation ($) | 46,650 | 60,214 | 66,703 |
| Total ($) | 9,947,560 | 10,678,407 | 12,432,742 |
2024 fixed pay details:
| Component | 2024 Value |
|---|---|
| Base Salary ($) | 1,150,000 |
| Target STIP (% of Salary) | 200% |
| Actual STIP Paid ($) | 2,677,661 |
Notable perquisites (2024): company‑provided apartment ($41,717), insurance/program benefits; no pensions; minimal perqs policy .
Performance Compensation
STIP design and 2024 outcomes:
| Metric Group | Weighting | Target Methodology | 2024 Actual | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Financial metrics (Enterprise adjusted EBIT; Enterprise adjusted free cash flow) | 80% | Committee‑set objectives | Achieved above target | 117.6% (Enterprise scorecard) | Cash (annual) |
| Strategic initiatives (ERP, digital, talent/succession) | Part of remaining 20% | Predetermined objectives | Committee discretion | Included in 117.6% outcome | Cash (annual) |
| Corporate responsibility & sustainability (CRS progress) | Part of remaining 20% | Predetermined CRS goals | Committee discretion | Included in 117.6% outcome | Cash (annual) |
LTIP structure and 2024 outcomes:
| LTIP Component | Weighting | Performance Metric | 2024 Result | Vesting |
|---|---|---|---|---|
| PSUs (1‑year) | ~33% | 2024 Adjusted EBITDA operating margin | Earned at 102.1% of target | 33% at certification; 33% in each of next two years, cont. service |
| PSUs (3‑year) | ~33% | 2024–2026 Adjusted 3‑year cumulative revenue | In progress (3‑year period) | Cliff vest upon 2027 certification, cont. service |
| Time‑based RSUs | ~33% | Service | N/A | Vest in three annual installments beginning one year after grant |
2024 equity grant detail (CEO):
| Award Type | Grant Date | Shares/Target (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| Time‑based RSUs | 3/12/2024 | 22,694 | 2,850,139 |
| PSUs (3‑year performance) | 3/12/2024 | 22,692 target | 2,849,888 |
| PSUs (1‑year performance) | 3/12/2024 | 22,692 target | 2,849,888 |
Pay‑for‑performance features: near‑90% of CEO’s 2024 target compensation is performance‑based/at‑risk; robust clawback policies under Rule 10D‑1 and internal recovery policy; no dividends on unvested awards; no repricing; no hedging/pledging .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,025,981 shares; 1.8% of outstanding |
| Shares outstanding (basis for %) | 56,056,888 as of March 31, 2025 |
| Options (exercisable within 60 days) | 200,000 shares |
| Trust holdings | 79,748 shares (V&M Rees Revocable Trust) |
| Stock ownership guidelines | CEO 5× base salary; compliance or within phase‑in across NEOs |
| Hedging/pledging | Prohibited for directors/executives/employees |
Implications: guideline multiple and prohibition on pledging/hedging reduce misalignment and forced‑sale risks; significant at‑risk equity and options create ongoing exposure to share price performance .
Employment Terms
| Term | CEO (Andrew Rees) |
|---|---|
| Employment start; role tenure | President (June 2014); CEO and director (since June 2017) |
| Severance (no CIC) | Lump sum equal to then‑current base salary + then‑current target annual bonus |
| CIC plan (double trigger) | If terminated without cause or resigns for good reason within 2 years post‑CIC: severance payment percentage × (base + greater of target bonus or 3‑year average bonus); full vesting of time‑based equity; PSUs vest at target; pro‑rata bonus; confidentiality/non‑compete/non‑solicit covenants |
| Indicative CIC amounts (as of 12/31/2024) | Severance $8,625,000; Pro‑rata bonus $2,677,661; Equity acceleration $15,820,294; Total $27,122,955 (using $109.53/share FMV) |
| Pro‑rata vesting on Qualifying Termination | Time‑based vesting for awards in termination year; pro‑rated PSUs remain eligible based on performance (formula described) |
| Non‑compete / non‑solicit | One‑year post‑termination non‑compete and non‑solicit per offer letters/CIC plan |
| Clawbacks | Recovery of incentive compensation under Rule 10D‑1 and internal policy |
| Tax gross‑ups | None in CIC agreements |
Board Governance
- Board service: Class I director since June 2017; currently not serving on board committees .
- Independence: Board majority independent; Andrew Rees is not listed as independent; independent Chairperson (Thomas J. Smach), separating CEO/Chair mitigates dual‑role/independence concerns .
- Board activity: All directors met ≥75% attendance of board/committee meetings in 2024; regular executive sessions of independent directors .
- Director compensation: Employee directors (Rees) are not eligible for non‑employee director compensation .
- Say‑on‑pay: 98% support at 2024 annual meeting, signaling broad shareholder approval of pay structure .
- Compensation governance: Independent Compensation Committee (Kaplan chair), independent consultant (Meridian), clawback administration, risk oversight of incentives .
Performance & Track Record
- 2024 results: Revenue $4,102.1M (+3.5%), gross margin 58.8% (+300 bps), net income $950.1M; Crocs Brand revenue +8.8% y/y; HEYDUDE –13.2% y/y; 127.0M Crocs pairs sold, 27.0M HEYDUDE pairs .
- Strategic posture (2025): CEO outlined cautious H2 outlook, selective price actions, pullback on discounting to protect brand equity, supply chain efficiencies to mitigate tariffs, and focus on shelf space via sandals; acknowledged consumer unpredictability and wholesale order book embedded in guidance .
- Leadership transitions: CFO transition in 2025 (Healy resignation; appointment of Patraic Reagan), with CEO commentary reaffirming Q3 outlook and continuity plans .
Compensation Structure Analysis
- Mix and trends: CEO total pay rose to $12.43M in 2024, with higher stock awards and incentive payout aligned to record financial performance; near‑90% of targeted CEO pay is performance‑based .
- Shift to PSUs: LTIP balances one‑year EBITDA margin PSUs (earned 102.1%) and three‑year revenue PSUs (long‑term focus), plus time‑based RSUs; no option repricing allowed .
- Governance controls: No hedging/pledging; double‑trigger CIC; no excise tax gross‑ups; robust clawbacks .
- Shareholder alignment: Stock ownership guidelines (CEO 5× salary) and strong say‑on‑pay support indicate alignment with investor expectations .
Equity Ownership & Alignment (detail)
| Ownership Detail | Amount/Status |
|---|---|
| Beneficial Ownership | 1,025,981 shares; 1.8% of outstanding |
| Options Exercisable (≤60 days) | 200,000 shares |
| Trust Holdings | 79,748 shares (V&M Rees Revocable Trust) |
| Shares Outstanding Reference | 56,056,888 (as of March 31, 2025) |
| Hedging/Pledging | Prohibited for management/directors |
| Ownership Guideline | CEO: 5× base salary; compliant/phase‑in for NEOs |
Employment Terms (detail)
| Scenario | Key Economics |
|---|---|
| Involuntary term without cause / good reason (no CIC) | Lump sum of base + target bonus; pro‑rata vesting for certain awards per offer letter |
| Double‑trigger CIC (termination within 2 years post‑CIC) | Severance $8,625,000; pro‑rata bonus $2,677,661; equity acceleration $15,820,294; total $27,122,955 (12/31/2024 basis) |
| Restrictive covenants | One‑year non‑compete and non‑solicit; confidentiality |
| Clawbacks | Rule 10D‑1 and internal recovery policy |
Investment Implications
- Strong pay‑for‑performance alignment (high at‑risk mix, PSUs tied to EBITDA margin and multi‑year revenue) supports long‑term value creation; 2024 outcomes above target indicate execution momentum, while governance safeguards (clawbacks, no pledging/hedging, independent chair) reduce agency risk .
- Retention risk appears manageable: one‑year non‑compete/non‑solicit and competitive CIC protections provide continuity; ownership guidelines drive “skin‑in‑the‑game” alignment .
- Trading signals: PSU vesting cadence and time‑based RSU schedules can add periodic supply; CFO transition and CEO commentary on discounting, pricing, and wholesale shelf space suggest near‑term volatility but strategic discipline to protect margins and brand equity .
- Shareholder sentiment is supportive (98% say‑on‑pay), reducing headline risk around compensation; continued delivery versus STIP/LTIP metrics and TSR relative to peers remains the key lever for multiple support .