Anne Mehlman
CrocsAbout Anne Mehlman
Anne Mehlman, 44, is Executive Vice President and Brand President for the Crocs brand (since May 2024) and previously served as Crocs’ EVP & Chief Financial Officer from August 2018 to June 2024. She holds a Bachelor’s degree from the University of Colorado at Colorado Springs and earlier held finance roles at Zappos, Crocs (VP Corporate Finance), RSC Holdings, Corporate Express, and Lockheed Martin . Under the company’s recent performance backdrop, Crocs delivered 2024 revenue of $4,102.1 million (+3.5% YoY), 2024 adjusted EBITDA operating margin of 27.4% (versus a 27.2% target, earning 102.1% of target PSUs), and a 5-year TSR at the 83rd percentile of its compensation peer group through 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crocs, Inc. | EVP & CFO | 2018–2024 | Led finance through growth, integration, and strategy; promoted to Brand President in 2024 . |
| Zappos.com (Amazon) | Chief Financial Officer | 2016–2018 | Senior finance leadership at a scaled e-commerce footwear retailer . |
| Crocs, Inc. | VP, Corporate Finance | 2011–2016 | Corporate finance leadership supporting brand and growth initiatives . |
| RSC Holdings | Division Finance Director | Prior to 2011 | Finance leadership at equipment rental firm (acquired by United Rentals) . |
| Corporate Express | Various finance roles | Prior to 2011 | Finance roles at office supplies firm (acquired by Staples) . |
| Lockheed Martin | Finance roles | Prior to 2011 | Early career finance roles at aerospace/defense company . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| JOANN Inc. | Director | 2021–2024 | Public company board service in specialty retail . |
Fixed Compensation
| Metric | 2024 | Source |
|---|---|---|
| Base Salary ($) | 750,000 | |
| STIP Target (% of Base) | 125% | |
| Non-Equity Incentive Paid ($) | 1,122,858 | |
| Stock Awards Grant-Date Fair Value ($) | 5,349,906 |
Performance Compensation
Annual Incentive (STIP) – 2024 Crocs Brand scorecard
| Metric | Weight | Target | Actual | Payout % | Weighted Contribution |
|---|---|---|---|---|---|
| Crocs Brand Adjusted EBIT | 40% | $1,180.2m | $1,185.0m | 101.0% | 40.4% |
| Enterprise Adjusted Free Cash Flow | 40% | $928.8m | $1,125.0m | 155.6% | 62.3% |
| Crocs Brand Strategic Initiatives | 10% | 3 objectives | 2 of 3 achieved | 80.0% | 8.0% |
| Enterprise CRS Progress | 10% | 3 objectives | 3 of 3 achieved | 100.0% | 10.0% |
| Total Payout | 120.7% |
Notes
- STIP design weights 80% financial metrics and 20% strategic/CRS objectives; Mehlman moved to the Crocs Brand scorecard upon appointment as Brand President .
Long-Term Incentive (LTIP) – 2024 grants and outcomes to-date
| Component | Weighting | Performance Metric | Target | Actual/Status | Earned % | Vesting |
|---|---|---|---|---|---|---|
| PSUs (1-year 2024 tranche) | ~33% of LTIP | 2024 Adjusted EBITDA Operating Margin | 27.2% | 27.4% | 102.1% | Vests 33% at certification (2025), then 33% in each of the next 2 years, subject to service . |
| PSUs (3-year 2024–2026 tranche) | ~33% of LTIP | Adjusted 3-year Cumulative Revenue | Not disclosed | In progress (not disclosed until cycle end) | N/A | Cliff vests at end of 3-year performance period upon certification (2027), subject to service . |
| Time-based RSUs | ~33% of LTIP | Continued service | N/A | N/A | N/A | Vest in 3 equal annual installments starting one year from grant . |
2024 Grant Details (selected awards)
- 2/1/2024 promotion equity: $4,000,000 total, split 50% time-based RSUs (19,839 units) and 50% PSUs (target 19,839 units) .
- 3/12/2024 annual cycle: Time RSUs (3,583), PSUs 3-year target (3,583), PSUs 1-year target (3,583), each with ~$449,989 grant-date fair value .
- Her 2024 STIP payout in SCT reflects these designs and company results (see Fixed Compensation table) .
Equity Ownership & Alignment
| Item | Value | Source |
|---|---|---|
| Beneficial Ownership (shares) as of 3/31/2025 | 74,667 | |
| Shares Outstanding (denominator) | 56,056,888 | |
| Ownership as % of Outstanding | ~0.13% | Calculated from |
| Unvested Stock Awards (#) at 12/31/2024 | 34,302 | |
| Market Value of Unvested Stock Awards ($) at 12/31/2024 | 3,757,098 | |
| Unearned PSUs Not Vested (#) at 12/31/2024 | 25,528 | |
| Market Value of Unearned PSUs ($) at 12/31/2024 | 2,796,082 | |
| Options Outstanding | None | |
| Ownership Guidelines (Executives) | 3x base salary; 5-year phase-in | |
| Compliance Status | NEOs are compliant or progressing within phase-in | |
| Hedging/Pledging | Prohibited for management and directors | |
| Clawback Policies | Financial restatement and misconduct policies adopted per Rule 10D-1 | |
| Deferred Compensation (NQDC) – 2024 Mehlman | $143,499 contributed; $653,059 aggregate balance |
Vesting schedule highlights
- 2/1/2024 promotion RSUs vest in four equal annual installments on 2/1/2025–2028; related PSUs (promotion grant) vest 2026–2028 after certification and subject to service .
- 3/12/2024 annual RSUs vest 3/12/2025–2027; PSUs (1-year 2024 tranche) earned 102.1% with installments in 2025–2027; PSUs (3-year 2024–2026 tranche) cliff vest in 2027 upon certification, subject to service .
Insider selling pressure lens
- Multiple annual installments (2025–2028) and a 2027 cliff (3-year PSUs) create scheduled vesting events that can drive periodic Form 4 activity; hedging/pledging is prohibited (reduces leverage/hedge-related sell pressure) .
- No stock options outstanding (no imminent option exercise-related selling); equity is RSU/PSU-heavy, typically resulting in net share settlements for taxes at vest dates .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Current Position Effective Date | Brand President for Crocs effective May 3, 2024 | |
| Offer Letter – Non‑CIC Severance | Lump sum equal to then‑current base salary (requires release); EVP-level outplacement | |
| Non-Compete/Non-Solicit | 1-year post-termination | |
| CIC Plan (Double‑Trigger) | If terminated without cause/for good reason within 2 years post‑CIC: pro‑rated annual bonus for year of termination; severance per plan formula; full vesting of time-based equity; performance equity vests at target (release required) | |
| CIC Hypothetical (as of 12/31/2024) | Severance $3,375,000; Bonus $1,122,858; Equity acceleration $6,728,428; Total $11,226,286 | |
| Involuntary Termination (Non‑CIC) Hypothetical | Severance $750,000; Total $750,000 |
Notes
- CIC Plan uses “double trigger” and definitions aligned with shareholder-approved equity plans; no excise tax gross-ups .
- Equity vesting treatment on non‑CIC separations for executives is provided (certain vesting in specified cases) per offer letter and plan detail .
Compensation Structure Analysis
- Mix and at-risk orientation: In 2024, Crocs emphasized performance pay (STIP and PSUs) with explicit financial and strategic/CRS metrics; 2024 STIP paid at 120.7% on the Crocs Brand scorecard, and 2024 one-year PSUs paid at 102.1% overall on adjusted EBITDA margin .
- Shift to full-value equity: Crocs grants time-based RSUs and PSUs (no options since 2017), a lower-risk equity mix for executives that still aligns with TSR and long-term revenue/margin goals; RSUs/PSUs are less dilutive than options .
- Promotion step-change: Mehlman’s 2024 pay reflects an EVP-to-Brand President transition with an added $4.0m promotion equity grant (50% RSUs/50% PSUs) layered over annual LTIP grants, increasing the equity share of compensation and multi-year retention hooks .
Say‑on‑Pay, Governance, and Peer Context
- Say‑on‑Pay support: 98% approval in 2024, consistent with strong historical support .
- Governance protections: Clawbacks, prohibition on hedging/pledging, no option repricing, double‑trigger CIC, independent compensation consultant (Meridian) .
- Compensation peer group (2024 reference set): Includes Deckers, Lululemon, Skechers, Tapestry, VF Corp, Ralph Lauren, Levi’s, Wolverine, and others; used for market context, not strict benchmarking .
Performance & Track Record (context during her leadership roles)
- 2024 company performance: Revenue $4,102.1m (+3.5% YoY); Crocs Brand revenue +8.8% YoY (HEYDUDE −13.2%); gross margin 58.8% (+300 bps YoY); net income $950.1m; diluted EPS $15.88 .
- Value creation indicators: 5‑year TSR at 83rd percentile vs compensation peers through 12/31/2024; 2024 adjusted EBITDA margin outcome above target (27.4% vs 27.2%) .
Risk Indicators & Red Flags Screen
- Hedging/pledging: Prohibited for executives and directors (reduces misalignment risk) .
- Clawbacks: Adopted per Rule 10D‑1 and an additional misconduct/fraud restatement policy .
- Tax gross‑ups: None in CIC arrangements .
- Option repricing: Not permitted without shareholder approval .
- Related-party transactions: None over $120,000 since 1/1/2024 .
- Section 16 compliance: No late filings in 2024 for NEOs except one director Form 4 related to retainer election; none for Mehlman .
Equity Award Detail (Mehlman 2024 grants)
| Grant | Date | Type | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Promotion equity | 2/1/2024 | Time-based RSUs | 19,839 | 1,999,970 |
| Promotion equity | 2/1/2024 | PSUs (promotion award) | 19,839 target | 1,999,970 |
| Annual cycle | 3/12/2024 | Time-based RSUs | 3,583 | 449,989 |
| Annual cycle | 3/12/2024 | PSUs (3-year) | 3,583 target | 449,989 |
| Annual cycle | 3/12/2024 | PSUs (1-year) | 3,583 target | 449,989 |
Vesting specifics per award footnotes: 2/1 RSUs vest 2025–2028 (annual), 2/1 PSUs vest 2026–2028 after performance certification; 3/12 RSUs vest 2025–2027; 3/12 PSUs (1‑year) earned at 102.1% and vest 2025–2027; 3/12 PSUs (3‑year) cliff vest 2027 upon certification, all subject to continued service .
Investment Implications
- Pay-for-performance alignment is strong: Her STIP and PSU outcomes tie to EBIT/free cash flow and adjusted EBITDA margin; 2024 payouts (120.7% STIP for Crocs Brand; 102.1% PSUs) align with solid brand and enterprise results, supporting incentive credibility .
- Retention risk mitigated near term: Large 2024 promotion award plus annual LTIP with multi-year vesting (2025–2028) create significant unvested value and service requirements; CIC provides double‑trigger protection, but no single‑trigger accelerations .
- Insider selling cadence likely driven by tax withholding on RSU/PSU vests, not option exercises: No options outstanding; the equity mix and prohibitions on hedging/pledging reduce leverage-related sell pressure signals .
- Alignment safeguards: 3x salary ownership guideline (progress/compliant), clawbacks, and no gross‑ups reinforce shareholder alignment and limit governance risk .
- Performance track record backdrop is supportive: Crocs’ 5‑year TSR peer percentile (83rd), 2024 revenue growth, and margin execution underpin the pay outcomes and reduce “pay for underperformance” concerns heading into 2025 .