Charisse Ford Hughes
CrocsAbout Charisse Ford Hughes
Independent Class I director at Crocs, Inc. since September 2020; age 54; tenure 5 years. She serves as Chair of the Corporate Responsibility and Sustainability Steering Committee and has been determined independent under Nasdaq standards. Ford Hughes is currently Senior Vice President and Chief Growth Officer at Kellanova; prior roles include senior brand, analytics, and CMO leadership at Kellanova and Pandora, with earlier marketing leadership at Estée Lauder, Avon, and Sara Lee; she holds a Finance degree from Howard University and an MBA from Northwestern Kellogg. Board met four times in 2024 and all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pandora Jewelry | Chief Marketing Officer, Americas | Jan 2015–Sep 2020 | Led regional marketing and brand growth initiatives |
| Estée Lauder Companies | Senior marketing and leadership positions | Aug 2005–Jul 2014 | Global brand strategy and consumer insights responsibilities |
| Avon Products | Senior marketing roles | 2001–2005 | Brand management and category marketing |
| Sara Lee Corporation | Senior marketing roles | 1997–2001 | Consumer brand marketing; food products sector |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Kellanova (formerly Kellogg Company) | SVP, Chief Growth Officer | May 2023–Present | Enterprise growth leadership |
| Kellanova | SVP, Chief Brand & Advanced Analytics Officer | Mar 2022–May 2023 | Advanced analytics and brand stewardship |
| Kellanova | SVP & Global Chief Marketing Officer | Sep 2020–Mar 2022 | Global marketing leadership |
| Mobile Marketing Association (MMA) | Executive Board Member | Ongoing | Industry governance; marketing standards |
| Prelude Growth Partners | Board Advisor | Ongoing | Advisor to equity firm |
| Pixability | Board Advisor | Ongoing | Advisor to video advertising platform |
Board Governance
- Committee assignments: Chair, Corporate Responsibility and Sustainability Steering Committee; not listed as a member of Audit, Compensation, or Governance & Nominating committees.
- Independence: Board determined Ford Hughes is independent under Nasdaq standards.
- Attendance and engagement: Board met 4 times in 2024; all directors attended ≥75% of Board and their committee meetings; all directors attended the 2024 annual meeting.
- CRS Committee cadence and remit: CRS Committee (3 independent directors) met 4 times in 2024; oversees ESG strategy, Net Zero by 2040 commitments, ESG KPIs, and coordination with Compensation Committee on sustainability-related long-term compensation targets.
- Board leadership: Independent Chair of the Board.
Fixed Compensation
| Component | Program Amounts (2024–2025 Board Year) | Ford Hughes 2024 (Fiscal Year) |
|---|---|---|
| Annual Board Retainer (cash unless elected as stock) | $100,000 (non-employee directors) | $72,500 fees earned or paid in cash |
| Committee Chair Retainer (CRS Committee) | $25,000 | Included in total; election to receive combination of cash and deferred stock noted |
| Committee Member Retainer (CRS Committee) | $10,000 | Included in total |
| Equity Awards (annual) | $160,000 (non-employee director) | $259,814 aggregate grant-date fair value (ASC 718) |
| RSU Grant Details | RSUs granted June 4, 2024 at $148.72/share fair value | RSUs outstanding at 12/31/2024: 6,442 |
Notes:
- Directors can elect retainer in cash, restricted stock, or combination, and may defer. Ford Hughes elected a combination of cash and deferred stock for the 2024–2025 Board Year.
- Restricted stock retainers vest in four quarterly installments; director-elected RSUs vest upon cessation of Board service.
Performance Compensation
| Award Type | Grant/Period | Performance Metrics | Vesting/Settlement |
|---|---|---|---|
| Director RSUs | Annual grant (e.g., Jun 4, 2024) | None for director awards (time-based/deferred) | If elected as RSUs, vest upon cessation of Board service; proxy notes RSUs for Ford Hughes become immediately vested upon the earlier of separation from the Board or a change in control |
- There are no performance metrics tied to director compensation awards at Crocs; director equity is primarily time-based or deferred stock units.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ford Hughes |
| Shared directorships with competitors/suppliers/customers | None disclosed; Company reports no related person transactions >$120,000 since Jan 1, 2024 |
| Private/non-profit/academic boards | MMA executive board; advisor roles at Prelude Growth Partners and Pixability |
Expertise & Qualifications
- Education: Finance (Howard University); MBA in Finance and Marketing (Northwestern University, Kellogg).
- Functional expertise: Global brand strategy, marketing, consumer insights, digital commerce, omni-channel; brings consumer trend, brand management, data and digital marketing perspective.
- Board qualifications: Chair of CRS Committee overseeing ESG strategy, disclosures, and integration of sustainability with compensation targets.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common + derivatives) | 12,599 shares; includes 6,442 RSUs that become immediately vested upon earlier of separation from Board or change in control |
| Shares outstanding (for % calc) | 56,056,888 shares outstanding (Mar 31, 2025) |
| Ownership as % of shares outstanding | ~0.0225% (12,599/56,056,888; based on cited figures) |
| Unvested RSUs outstanding | 6,442 at Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors by policy |
| Director stock ownership guidelines | 5x annual cash retainer (Chair 7.5x); 5-year compliance window; all directors have met or are within phase-in |
Insider Trades
| Date | Filing Type | Description | Notes |
|---|---|---|---|
| FY 2024 (reported in 2025 proxy) | Section 16(a) compliance note | One Form 4 filed late related to Ford Hughes’ election to receive RSUs in lieu of cash compensation retainer | Company reports otherwise timely filings for directors and officers in 2024 |
Governance Assessment
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Positives:
- Independent director with relevant consumer/brand and analytics expertise; chairs ESG-focused CRS Committee, aligning oversight with investor priorities.
- Active committee cadence (CRS met 4x) and full Board attendance thresholds met; annual meeting attendance confirmed.
- Ownership alignment via annual equity grants and election to defer into RSUs; compliance with director ownership guidelines met or within phase-in.
- No related-party transactions involving Ford Hughes disclosed; hedging/pledging prohibited.
-
Risk indicators / RED FLAGS:
- RSUs for Ford Hughes become immediately vested upon change in control or separation from Board service, a single-trigger vesting feature that may reduce alignment in a sale scenario; monitor award structures for entrenchment risk.
- One late Form 4 in 2024 related to RSU election; minor compliance lapse, but noteworthy for monitoring.
- Significant external executive responsibilities at Kellanova while serving as a committee chair can present time-commitment considerations; no attendance concerns disclosed, but capacity should be periodically evaluated.