Neeraj Tolmare
CrocsAbout Neeraj Tolmare
Neeraj S. Tolmare, age 51, has served as an independent Class III director of Crocs, Inc. since January 2024 and is a member of the Audit Committee. He is SVP & Global Chief Information Officer at The Coca‑Cola Company, with more than 20 years leading global technology and digital transformation initiatives across Fortune 50 and startup environments. His Board tenure is 2 years as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| The Coca‑Cola Company | SVP & Global CIO | Sep 2022–present | Led modernization of legacy network/infrastructure and improved global technology maturity . |
| The Coca‑Cola Company | CIO – Global Head of Digital & Innovation | Jun 2018–Sep 2022 | Led global technology, data, and e‑commerce functions . |
| HP Inc. | Various leadership roles | Oct 2012–May 2018 | Enabled double‑digit online business growth . |
| Cisco Systems | Various leadership roles | Oct 2010–Sep 2012 | Led technology and e‑commerce initiatives . |
| Palm Inc. | Various roles | Nov 2008–Oct 2010 | Mobile devices/software – digital leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morehouse School of Medicine | Board member | Current | Academic board service; healthcare community engagement . |
| Georgia Tech Research Institute – Center for Development and Application of IoT | Board/center involvement | Noted in 2024 proxy | Technology and IoT oversight (disclosed in 2024 proxy; not repeated in 2025) . |
Board Governance
- Independence: Board determined Tolmare is independent under Nasdaq standards .
- Committee assignments: Audit Committee member (current members: Treff – Chair; Bickley; Smach; Tolmare) .
- Attendance: In 2024, all directors who served attended at least 75% of combined Board and committee meetings; same representation in 2023 .
- Audit Committee scope: Oversees financial reporting integrity, legal/compliance, internal audit, IT/cybersecurity risk, and restatement determinations .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 5 | 4 |
| Audit Committee meetings held | 8 | 9 |
| Attendance threshold achieved (≥75%) | Yes (all directors) | Yes (all directors) |
Fixed Compensation
| Component (2024–2025 Board Year) | Amount (USD) |
|---|---|
| Annual Cash Retainer – Chairperson | $150,000 |
| Annual Cash Retainer – Other directors | $100,000 |
| Committee Chair Retainer – Audit | $45,000 |
| Committee Chair Retainer – Compensation | $45,000 |
| Committee Chair Retainer – Governance & Nominating | $25,000 |
| Committee Chair Retainer – Corporate Responsibility & Sustainability | $25,000 |
| Committee Member Retainer – Audit | $20,000 |
| Committee Member Retainer – Compensation | $15,000 |
| Committee Member Retainer – Governance & Nominating | $10,000 |
| Committee Member Retainer – Corporate Responsibility & Sustainability | $10,000 |
| Annual Equity Award – Chairperson | $270,000 |
| Annual Equity Award – Other directors | $160,000 |
- Elections: For 2024–2025, Tolmare elected to receive his annual retainer and committee fees in restricted stock; in his January 2024 appointment (during 2023–2024 Board Year) he initially elected cash, then switched to stock at the start of the 2024–2025 Board Year .
- Fiscal 2024 totals (for service in calendar 2024): Fees Earned/Paid in Cash $51,147; Stock Awards $343,600; Total $394,747 .
| Tolmare Director Pay (FY 2024) | Amount (USD) |
|---|---|
| Fees Earned/Paid in Cash | $51,147 |
| Stock Awards (grant‑date fair value) | $343,600 |
| Total | $394,747 |
Performance Compensation
- Annual equity award grant mechanics: RSUs granted June 4, 2024 at $148.72 per share; directors could elect RSUs vesting upon cessation of service; vesting of committee service restricted stock in four equal installments on Sep 4, Dec 4, Mar 4, and Jun 4 .
- Options: No stock options outstanding for any non‑employee director as of Dec 31, 2024 .
| Equity Detail | Date(s) | Shares/Units | Terms |
|---|---|---|---|
| RSU grant to non‑employee directors | Jun 4, 2024 | Not disclosed (grant‑date FV $148.72/share) | Standard director RSU; Ford Hughes elected end‑of‑service vest; Tolmare elected stock retainer . |
| Committee service restricted stock (for those electing stock) | Sep 4, 2024; Dec 4, 2024; Mar 4, 2025; Jun 4, 2025 | Not disclosed | Vests in four equal installments on the specified dates . |
| Tolmare unvested awards outstanding | Dec 31, 2024 | 404 | Unvested restricted stock/RSUs outstanding . |
| Options outstanding | Dec 31, 2024 | 0 | No options outstanding for non‑employee directors . |
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict | Notes |
|---|---|---|---|---|
| Crocs, Inc. | Public | Director; Audit Committee | N/A | Independent; no related‑party transactions disclosed . |
| The Coca‑Cola Company | Public | SVP & Global CIO (management) | Supplier/customer overlap not disclosed | Independence affirmed; no related‑party transactions >$120k since Jan 1, 2024 . |
| Morehouse School of Medicine | Academic/non‑profit | Board member | None | Advisory/academic role . |
| GTRI – IoT Center | Academic/research | Board/center involvement (2024 proxy) | None | Noted in 2024 proxy only . |
- Related‑party transactions: None since January 1, 2024; governance policy requires Audit Committee approval for transactions >$100k involving related persons .
- Section 16(a) compliance: No reporting delinquencies attributed to Tolmare in 2024; one Form 4 delinquency noted for another director (Ford Hughes) .
Expertise & Qualifications
- Digital transformation and IT/cybersecurity: Brings CIO‑level leadership and technical expertise; aligns with Audit Committee oversight of IT and cybersecurity risks (including AI) .
- Global consumer/retail technology experience: Prior roles at HP, Cisco, Palm, and Coca‑Cola support e‑commerce/data scale‑up and operational excellence .
Equity Ownership
| Metric | Mar 31, 2024 | Mar 31, 2025 |
|---|---|---|
| Common shares beneficially owned | 681 | 2,562 |
| Ownership % of outstanding | <1% | <1% |
| Unvested director awards outstanding (Dec 31, 2024) | 404 | — |
- Hedging/pledging: Company bans hedging or pledging by directors, executive officers, and all employees .
- Ownership guidelines: Directors must hold stock equal to 5x annual cash retainer (7.5x for Chair); compliance allowed within five years of appointment; all directors have met or are within phase‑in period .
Governance Assessment
- Alignment and independence: Independent status; Audit Committee membership; stock retainer election in 2024–2025 signals alignment via equity exposure .
- Engagement: Audit Committee met 9 times in 2024; Board and committee attendance at least 75% for all directors, indicating engagement .
- Compensation structure: Director pay mix relies on fixed retainers plus equity; 2024–2025 program raised committee chair retainers and annual equity grants modestly to stay competitive (Audit Chair retainer +$10k; Comp Chair +$15k; Governance/CRS +$5k; equity +$10k) .
- Pay‑for‑performance culture (company‑wide): Say‑on‑pay support 98% in 2024 and 97% in 2023—strong shareholder confidence in compensation governance; hedging/pledging ban; clawback for incentive‑based compensation; no option repricing or excise tax gross‑ups .
- Risk indicators: No related‑party transactions; no options outstanding for directors (limits repricing risk); robust Audit Committee remit over cyber/IT risk. Notable management change: Crocs’ Chief Digital Officer resigned effective May 1, 2025, with a separation agreement—Audit and Board oversight of digital transitions remains critical, but no linkage to Tolmare disclosed .
RED FLAGS: None identified for Tolmare. No pledging/hedging, no related‑party transactions, independent status maintained .