John Replogle
CrocsAbout John Replogle
Independent director of Crocs, Inc. since January 1, 2024; age 59. Founding Partner of One Better Venues, LLC (since October 2017) with prior CEO roles at Seventh Generation (2011–2017) and Burt’s Bees (2006–2011), and earlier senior roles as GM of Unilever’s Skin Care (2003–2006) and President of Guinness at Diageo (1996–2003). Education: Dartmouth College and Harvard Business School. Currently serves on Crocs’ Compensation Committee and the Corporate Responsibility and Sustainability Steering Committee; the Board deems him independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seventh Generation, Inc. | Chief Executive Officer | Feb 2011–Oct 2017 | Led natural household cleaning pioneer; acquisition by Unilever |
| Burt’s Bees, Inc. | Chief Executive Officer | Jan 2006–Feb 2011 | Scaled globally; acquisition by The Clorox Company in 2007 |
| Unilever | GM, Skin Care Division | 2003–2006 | Senior P&L leadership in consumer products |
| Guinness (Diageo plc) | President | 1996–2003 | Global premium drinks leadership |
External Roles
| Organization | Role | Public Ticker | Tenure/Notes |
|---|---|---|---|
| Grove Collaborative, Inc. | Director | NYSE: GROV | Current |
| Wolfspeed, Inc. | Director | NYSE: WOLF | 2014–2024 |
| Elon University | Board Member | — | Current |
| Dartmouth (Board) | Board Member | — | Prior service |
| Sealy Corporation | Director | NYSE: ZZ (historic) | Prior to Tempur-Pedic acquisition |
Board Governance
- Committees: Compensation Committee; Corporate Responsibility and Sustainability Steering Committee; not a committee chair.
- Independence: Board determined Replogle is independent under Nasdaq standards.
- Attendance: In 2024, the Board met four times; all directors who served in 2024 attended at least 75% of Board and committee meetings, and all attended the 2024 Annual Meeting.
- Board class/tenure: Class II director; nominated for re-election at 2025 annual meeting to serve through the 2028 annual meeting.
- Governance policies: Majority vote resignation policy; annual evaluations; charters and guidelines publicly available.
Fixed Compensation
| Pay Component (2024–2025 Board Year) | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer (non-employee directors) | 100,000 | Payable in cash unless elected in restricted stock/deferred stock |
| Committee Member Retainer – Compensation | 15,000 | Member retainer |
| Committee Member Retainer – Corporate Responsibility & Sustainability | 10,000 | Member retainer |
| Committee Chair Retainers (reference) | 25,000–45,000 | Not applicable to Replogle (not a chair) |
| Director Equity Award (non-employee directors) | 160,000 | Annual equity grant |
| Fiscal 2024 Non-Employee Director Compensation (Crocs) | Fees Earned ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| John B. Replogle | — | 395,541 | 395,541 |
- Elections: At appointment during 2023–2024 Board Year, Replogle elected to receive his annual retainer and committee fees in stock; for 2024–2025 Board Year, he again elected stock for annual retainer and committee fees.
- Meeting fees: No additional fees for meeting attendance.
Performance Compensation
| Equity Award Detail | Date | Grant Basis | Vesting Schedule | Notes |
|---|---|---|---|---|
| RSUs to non-employee directors | June 4, 2024 | $148.72 per share grant-date fair value | — | Company states each non-employee director received RSUs; directors can elect annual equity award as RSUs that vest upon cessation of service (Ford Hughes elected that for 2024–2025) |
| Committee service restricted stock (in lieu of cash retainer) | June 4, 2024 | $148.72 per share grant-date fair value | Vests in four equal installments on Sep 4, 2024; Dec 4, 2024; Mar 4, 2025; Jun 4, 2025 | Replogle received restricted stock for committee service in lieu of cash retainer |
Crocs does not disclose performance metrics for director compensation; non-employee director equity is time-based (restricted stock/RSUs), not tied to revenue, EBITDA, or TSR performance.
Other Directorships & Interlocks
| Entity | Relationship to Crocs | Potential Interlock/Conflict Signal |
|---|---|---|
| Grove Collaborative (consumer household/personal care) | No disclosed transactions with Crocs | None disclosed; monitor general consumer brand overlap |
| Wolfspeed (semiconductors; prior board) | Not a Crocs supplier/customer | None disclosed |
| Elon University/Dartmouth/Sealy (prior) | Non-profit/academic; historic mattress company | None disclosed |
- Related party transactions: Since Jan 1, 2024, no related person transactions >$120,000 involving directors were reported.
- Policy: Related person transactions require Audit Committee approval; conflicts may be waived by full Board under Code of Ethics.
Expertise & Qualifications
- Consumer brands and global operations expertise: CEO experience at Seventh Generation and Burt’s Bees; senior leadership at Unilever and Diageo.
- Governance and board service: Current and prior public company boards (GROV, WOLF), academic boards; independent per Nasdaq.
- Industry/branding: Decades of consumer product and branding experience highlighted in Crocs’ director qualifications.
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Outstanding | Unvested RSAs/RSUs Outstanding (12/31/2024) | Options Outstanding |
|---|---|---|---|---|
| John B. Replogle | 9,304 | <1% | 420 | None (non-employee directors) |
- Ownership guidelines (directors): 5x annual cash retainer for directors; 7.5x for Chair; compliance required within five years of appointment. Company reports all directors have met or are within phase-in period.
- Hedging/pledging: Prohibited for management and directors.
Governance Assessment
- Alignment: Strong equity-heavy mix (100% of fiscal 2024 board compensation in stock for Replogle), plus elections to take cash retainers/committee fees in stock; positive signal for skin-in-the-game.
- Independence & attendance: Board-designated independent; at least 75%+ meeting attendance across all directors in 2024; attended Annual Meeting.
- Committee impact: Member of Compensation and CRS committees—direct involvement in pay design and ESG oversight; not a chair, which moderates concentration of influence.
- Ownership & risk controls: Beneficial ownership disclosed; unvested equity recorded; strict prohibitions on hedging/pledging and robust related-party transaction oversight; no related party transactions reported.
- Election/vote signaling: Board recommends “FOR” his re-election as a Class II director at the 2025 meeting; suggests confidence in his contribution.
RED FLAGS
- None disclosed: No related-party transactions, no hedging/pledging, no delinquent Section 16 filings identified for Replogle. Continue monitoring for potential conflicts via One Better Venues portfolio interactions with Crocs, though none are disclosed.