Beth Kaplan
CrocsAbout Beth Kaplan
Beth J. Kaplan, age 67, has served as an independent director of Crocs, Inc. since January 2020; she is Chair of the Compensation Committee and a member of the Governance and Nominating Committee, bringing decades of executive experience in consumer products, retail, and digital commerce from roles at Procter & Gamble, Rite Aid, Bath & Body Works, GNC, and Rent the Runway . She also holds multiple current public company directorships, with committee leadership roles that emphasize compensation and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Procter & Gamble Company | President & GM, U.S. Cosmetics & Fragrance | 1981–1996 | Senior operating leadership in consumer goods |
| Rite Aid Corporation | Executive VP, Marketing & Merchandising | 1996–1999 | Commercial leadership in retail pharmacy |
| Bath & Body Works, LLC | Executive VP & General Manager | 2002–2005 | Category/brand operational leadership |
| General Nutrition Centers (GNC) | President & Chief Merchandising & Marketing Officer; Director | 2008–2011 | Integral role in 2011 IPO, merchandising and marketing oversight |
| Rent the Runway, Inc. | President & COO | 2013–2015 | Scaled e-commerce apparel operations |
External Roles
| Company | Board Role | Tenure | Committees/Positions |
|---|---|---|---|
| Rent the Runway, Inc. (NASDAQ: RENT) | Director | Since Feb 2014 | Audit Committee member; Chair, Compensation Committee |
| Howard Hughes Corporation | Director | Since Dec 2017 | Audit and Risk Committees; Chair, Nominating & Governance Committee |
| Brilliant Earth Group, Inc. (NASDAQ: BRLT) | Director | Since Oct 2020 | Chair, Compensation Committee; Member, Nominating & Corporate Governance |
| Meredith Corporation | Director | Jan 2017–Dec 2021 | Chair, Human Resource & Compensation; Member, Finance/Audit |
| Framebridge (Graham Holdings) | Director | 2016–2020 | Board service at private/early stage company |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Governance & Nominating Committee .
- Independence: The Board determined Kaplan is independent under Nasdaq standards .
- Attendance and engagement: In 2024, the Board met 4 times, and all directors who served attended at least 75% of Board and applicable committee meetings; all directors at the time attended the 2024 Annual Meeting .
- Executive sessions and governance practices: Crocs maintains regular executive sessions of independent directors, robust ownership guidelines, a clawback policy, no hedging/pledging by directors or officers, and no option repricing .
| Committee | Role | 2024 Meetings | Independence |
|---|---|---|---|
| Compensation Committee | Chair | 7 | Independent |
| Governance & Nominating Committee | Member | 4 | Independent |
Fixed Compensation
- Structure: Non‑employee directors receive an annual cash retainer, committee chair/member retainers, and annual equity grants; no meeting fees; retainers payable in cash or restricted stock at director’s election .
- 2024–2025 Board Year standard amounts (effective June 2024): Base retainer $100,000; Committee chair retainers—Compensation $45,000; Governance & Nominating $25,000; Committee member retainers—Compensation $15,000; Governance & Nominating $10,000. Annual equity awards: $160,000 (other directors) . Committee chair retainers and equity awards were increased in 2024 (Comp +$15,000; G&N +$5,000; equity +$10,000) .
- Election: Kaplan elected to receive her annual retainers in cash for the 2024–2025 Board Year .
| Pay Component (2024–2025 Board Year) | Amount ($) |
|---|---|
| Annual Cash Retainer (non‑employee director) | 100,000 |
| Committee Chair – Compensation | 45,000 |
| Committee Member – Governance & Nominating | 10,000 |
| Annual Equity Award (non‑employee director) | 160,000 |
| Program changes effective June 2024 | Comp Chair +$15,000; G&N Chair +$5,000; Equity +$10,000 |
| 2024 Director Compensation (Fiscal Year) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Beth J. Kaplan | 147,500 | 159,874 | 307,374 |
Performance Compensation
- Director equity mechanics: Directors may elect equity as RSUs vesting upon cessation of Board service; Kaplan elected cash retainers; her unvested RSUs at 12/31/2024 were none .
- Oversight of pay‑for‑performance: As Compensation Committee Chair, Kaplan oversees STIP/LTIP metrics, clawback enforcement, and pay decisions, with an independent consultant (Meridian) engaged and confirmed independent with no conflicts .
| Program (Management Incentives) | Key Metrics | 2024 Payouts | Notes |
|---|---|---|---|
| STIP – Enterprise | Adjusted EBIT; Adjusted Free Cash Flow; Strategic Initiatives; CRS progress | 117.6% of target | Applies to CEO and certain execs |
| STIP – Crocs Brand | Brand Adjusted EBIT; Enterprise FCF; Brand Strategic Initiatives; CRS progress | 120.7% of target | Applies to Brand President (Crocs) |
| STIP – HEYDUDE Brand | Brand Adjusted EBIT; Enterprise FCF; Brand Strategic Initiatives; CRS progress | 80.8% of target | Applies to Brand President (HEYDUDE) |
| LTIP – PSUs (1‑yr) | 2024 Adjusted EBITDA Operating Margin | Earned at 102.1% of target | Vests over 3 years post-certification |
| LTIP – PSUs (3‑yr) | 2024–2026 Adjusted 3‑Year Cumulative Revenue | In‑progress (cliff vest in 2027 if earned) | Long‑term growth focus |
Additional governance signals: Annual say‑on‑pay support was 98% in 2024; clawback policy applies to incentive awards; no hedging/pledging permitted .
Other Directorships & Interlocks
- Interlock: Ian M. Bickley (CROX director) also serves on Brilliant Earth’s board; Kaplan chairs Brilliant Earth’s Compensation Committee—potential information‑flow interlock to monitor, though the Board affirms independence under Nasdaq standards .
- Sector overlap: Rent the Runway (apparel e‑commerce), Brilliant Earth (jewelry), Howard Hughes (real estate); none are direct footwear competitors or material suppliers/customers to Crocs per proxy disclosures (no related party transactions >$120,000) .
Expertise & Qualifications
- Compensation and governance leadership: Chair of Crocs’ Compensation Committee; committee experience across multiple public boards (Compensation, Audit, Risk, Nominating & Governance) .
- Deep consumer/retail operating background with IPO execution experience (GNC 2011) and scaling digital commerce (Rent the Runway) .
- Public board breadth including prior service at Meredith Corporation, with committee chair roles .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 11,601 (less than 1%) |
| Unvested RSUs (12/31/2024) | — (none) |
| Options Outstanding (Directors) | None outstanding for non‑employee directors |
| Ownership Guidelines | 5x annual cash retainer (Chair: 7.5x); all directors met or are within phase‑in period |
| Hedging/Pledging | Prohibited for directors and officers |
Governance Assessment
- Strengths
- Independent director with relevant multi‑sector consumer/retail operating expertise and extensive committee leadership; current role as Compensation Committee Chair aligns with Crocs’ strong pay‑for‑performance posture (STIP/LTIP rigor; clawback administration) .
- Strong governance framework: independent Chair; regular executive sessions; robust ownership guidelines; no hedging/pledging; no option repricing; high say‑on‑pay support (98%)—supports investor confidence in compensation oversight .
- Director compensation structure balanced across cash and equity; market‑aligned updates vetted by an independent consultant (Meridian) with no conflicts .
- Watch items / potential RED FLAGS
- Cross‑board interlock at Brilliant Earth with fellow CROX director Ian M. Bickley—monitor for information flow and committee independence across companies; however, Crocs affirms director independence annually per Nasdaq standards .
- Multiple concurrent public board commitments (Rent the Runway, Howard Hughes, Brilliant Earth) could create time‑management risk; 2024 attendance thresholds were met at Crocs, and committee meetings (Comp: 7; G&N: 4) indicate active engagement .
- Conflicts/Related Parties
- No related party transactions >$120,000 since January 1, 2024 involving Kaplan; Section 16 compliance noted, with no Kaplan delinquencies disclosed .
Overall, Kaplan’s profile signals strong compensation/governance stewardship with clear alignment features (ownership guidelines, clawback, anti‑hedging/pledging) and robust oversight of performance‑based executive pay; the primary monitoring item is the external interlock at Brilliant Earth alongside a CROX director, mitigated by annual independence determinations and absence of related‑party transactions .