Douglas Treff
CrocsAbout Douglas J. Treff
Independent director (since June 2016), age 67, and current Chair of Crocs’ Audit Committee. Career finance executive with >20 years as CFO/CAO in retail, payments, and nonprofit sectors; designated by the Board as an “audit committee financial expert,” underscoring deep accounting and SEC reporting credentials . Classified as independent under Nasdaq standards; Board states all directors met at least 75% attendance thresholds in 2024 meetings, and independent directors hold regular executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Vision, Inc. | Senior Vice President & Chief Financial Officer | 2016–2024 | Led finance for international relief/development nonprofit |
| Payless Holdings, Inc. | EVP & Chief Administrative Officer; CFO (2012–2015) | 2007–2015 | Footwear retail operations and finance; Payless later filed bankruptcy in 2017 post-departure |
| Sears Canada Inc. | EVP & Chief Administrative Officer | 2006–2007 | Retail administration; seconded from Sears Holdings |
| Deluxe Corporation | Senior Vice President & Chief Financial Officer | 2000–2006 | Payments and business tech CFO experience |
| Wilsons The Leather Experts Inc. | Finance leadership incl. CFO & Assistant Secretary | 1990–2000 | Apparel retail finance and operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public-company board directorships disclosed in CROX 2025 proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Determined independent by the Board under Nasdaq standards |
| Committee assignments | Audit Committee (Chair) |
| Audit Committee workload | 9 meetings in 2024 |
| Financial expert | Board-designated “audit committee financial expert” |
| Attendance | All directors who served in 2024 attended ≥75% of Board and committee meetings; all directors at 2024 AGM |
| Board leadership | Independent Chair of the Board (Thomas J. Smach) |
| Executive sessions | Regular executive sessions of independent directors |
Fixed Compensation (Director)
| Component | CROX Program (2024–2025 Board Year) | Treff’s 2024 Actuals |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | $72,500 (fees earned/paid in cash) |
| Audit Committee Chair retainer | $45,000 (increased effective June 2024) | Included in fees above (aggregate reporting) |
| Meeting fees | None (no per-meeting fees) | — |
| Expense reimbursement | Reasonable out-of-pocket reimbursed | — |
Notes:
- For 2024–2025 Board Year, committee chair retainers were increased (Audit +$10k; Compensation +$15k; Governance +$5k; CRS +$5k) .
- Treff elected to receive annual retainer in cash for 2024–2025 Board Year .
Performance Compensation (Director)
| Equity Element | Structure | 2024 Detail |
|---|---|---|
| Annual equity grant (non-employee directors) | Common stock or director-elected RSUs; RSUs may vest upon separation from Board; restricted stock typically vests quarterly across the Board Year | Aggregate 2024 stock awards to Treff: $159,874 grant-date fair value; grant-date price reference $148.72 per share on June 4, 2024 for director grants |
| Committee retainers in equity (optional) | Some directors elected stock in lieu of cash for committee fees | Treff elected cash for retainers (not equity in lieu) |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| None disclosed | — | No public-company interlocks or related-party ties disclosed |
Expertise & Qualifications
- Financial/accounting expertise; SEC reporting; audit oversight; IT/cyber risk oversight via Audit Committee mandate .
- Deep footwear/retail finance background (Payless, Sears Canada, Wilsons) and CFO experience at Deluxe, World Vision .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (common shares) | 81,254 shares |
| Options (director) | No options outstanding for any non-employee director as of 12/31/2024 |
| Unvested director equity at 12/31/2024 | Treff: none reported |
| Director stock ownership guideline | 5x annual cash retainer (7.5x for Chair); 5-year compliance window; all directors met or within phase-in |
| Hedging/pledging | Prohibited for directors and employees |
Governance Assessment
- Strengths
- Independent Audit Chair with CFO background; designated audit committee financial expert—supports robust financial reporting oversight and cyber/IT risk oversight remit .
- Board-level independence and structure: independent Chair; regular executive sessions; strong governance practices including clawback, no single-trigger equity on assumed awards, and prohibition on hedging/pledging .
- Director pay structure balanced between cash and equity; clear ownership guidelines to align interests; high 2024 say-on-pay support (98%), indicating investor alignment on pay philosophy .
- Watch items
- Payless bankruptcy noted post-departure; not an active concern but relevant to historical risk context in retail .
- Audit Committee workload (9 meetings) underscores risk oversight intensity; continued monitoring of financial reporting and cyber risk appropriate .
- Conflicts/Related-party
- Company reports no related-person transactions since January 1, 2024; Board affirms Treff’s independence .
Data Appendix
Director Compensation – 2024 (Selected)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Douglas J. Treff | 72,500 | 159,874 | 232,374 |
Beneficial Ownership (as of March 31, 2025)
| Name | Common Shares | Percent |
|---|---|---|
| Douglas J. Treff | 81,254 | * (less than 1%) |
Committee Memberships (2024–2025)
| Committee | Role |
|---|---|
| Audit Committee | Chair; member alongside Bickley, Smach, Tolmare |
Key Governance Policies/Outcomes
- Independence determination includes Treff; majority independent Board .
- Board meetings: four in 2024; all directors met ≥75% attendance; all attended 2024 AGM .
- Say-on-pay support: 98% in 2024 .
- Clawback policy in place; no hedging/pledging; no repricing; no excise tax gross-ups .
- No related-person transactions since Jan 1, 2024 .
No additional compensation metrics (e.g., TSR-linked director pay) or director-specific attendance beyond the ≥75% disclosure were provided in the 2025 proxy .