Ronald Frasch
CrocsAbout Ronald L. Frasch
Ronald L. Frasch, age 76, has served on the Crocs, Inc. Board since October 2006 (18 years of service as of 2024) and previously served as Lead Director from November 2012 to January 2016. He is currently Chair of the Governance and Nominating Committee and a member of the Compensation Committee; the Board has determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crocs, Inc. | Lead Director | Nov 2012–Jan 2016 | Lead independent oversight |
| Saks Fifth Avenue (Saks, Inc.) | President & Chief Merchandising Officer | Feb 2007–Nov 2013 | Executive leadership in luxury retail |
| Saks Fifth Avenue | Vice Chairperson & Chief Merchant | Nov 2004–Jan 2007 | Senior merchandising leadership |
| Bergdorf Goodman (Neiman Marcus Group) | President & CEO | Apr 2000–Jan 2004 | CEO of luxury retailer |
| GFT North America (Gruppo GFT) | President | 1996–2000 | Apparel production/marketing leadership |
| Escada USA | President & CEO | 1994–1996 | Executive leadership in luxury fashion |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burberry Group plc | Director | Since 2017 | Global luxury brand oversight |
| Ron Frasch Associates | Founder (consulting firm) | Since 2014 | Industry consulting |
| Castanea Partners (PE) | Operating Partner | Feb 2014–Jun 2019 | Consumer/retail investments |
| EVINE Live, Inc. (Nasdaq) | Director | Jun 2014–Jun 2015 | Digital commerce board service |
Board Governance
- Independence: The Board determined Frasch is independent (Nasdaq standards) .
- Committee assignments: Chair, Governance & Nominating; Member, Compensation .
- Attendance: In 2024 the Board met 4 times; all directors who served attended at least 75% of the aggregate of Board and committee meetings; all directors at the time attended the 2024 annual meeting .
- Committee activity: Compensation Committee met 7 times in 2024; Governance & Nominating met 4 times .
- Shareholder votes:
- 2024 election (Class I): Frasch received 38,441,707 “For”, 6,330,538 “Withheld”, with 5,144,648 broker non-votes .
- 2025 say-on-pay: 41,906,246 “For”, 998,623 “Against”, 77,414 “Abstain”, 5,260,776 broker non-votes; 2024 say-on-pay had 98% support per proxy .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | 2024–2025 Board Year |
| Committee chair retainer (Governance & Nominating) | $25,000 | 2024–2025 Board Year |
| Committee member retainer (Compensation) | $15,000 | 2024–2025 Board Year |
| Fiscal 2024 fees earned or paid in cash (Frasch) | $137,500 | Fiscal-year reported; board year timing differs |
- Election form: For the 2024–2025 Board Year, Frasch elected to receive his annual retainer in cash rather than restricted stock .
- No meeting fees: Directors do not receive additional fees for attendance at meetings .
Performance Compensation
| Award Type | Grant Value | Grant Mechanics | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual equity award (other non-employee directors) | $160,000 | Common stock by default; RSU election available | Common stock vests in four quarterly installments; elected RSUs vest upon cessation of Board service | None (director equity is time-based; no performance metrics) |
| Fiscal 2024 stock awards (Frasch) | $159,874 | Aggregate grant date fair value (ASC 718) | As per time-based vesting described | None (director equity) |
- 2024 grant date fair value per share: $148.72 for director RSUs/common stock grants issued June 4, 2024 .
- Unvested awards as of 12/31/2024: Frasch had no unvested restricted stock or RSUs outstanding; directors had no stock options outstanding .
Other Directorships & Interlocks
| Company | Relationship to CROX | Potential Interlock/Conflict |
|---|---|---|
| Burberry Group plc (current) | Luxury fashion brand; no disclosed vendor/customer tie to Crocs | No related person transactions disclosed since Jan 1, 2024 |
| EVINE Live, Inc. (prior) | Digital commerce company | Prior service only; no current ties disclosed |
| Castanea Partners; Ron Frasch Associates (prior/current) | PE/consulting | No related person transactions disclosed since Jan 1, 2024 |
Expertise & Qualifications
- Board skills matrix marks Frasch for Corporate Governance/Ethics, Financial/Accounting Expertise, Footwear/Retail Industry Experience, Consumer Product & Branding Expertise, Supply Chain & Manufacturing, and Human Resources/Compensation Expertise; global management perspective and public board service noted .
- Extensive executive experience across luxury retail merchandising and CEO roles; prior Lead Director experience at Crocs .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Ronald L. Frasch | 73,907 | <1% | As of March 31, 2025; see beneficial ownership table methodology |
- Pledging/hedging: Company policy bans hedging or pledging of company stock by directors and executive officers .
- Options: No options outstanding for non-employee directors at 12/31/2024 .
- Unvested director RSUs: Frasch had none outstanding at 12/31/2024 .
- Ownership guidelines: Directors must hold shares equal to 5x annual cash retainer (Chair 7.5x); all directors have met or are within phase-in period .
Governance Assessment
- Independence and leadership: Frasch is an independent director, chairs Governance & Nominating, and sits on Compensation—positions central to board effectiveness and oversight of director selection and pay practices .
- Engagement: Committee activity levels (Compensation: 7 meetings; Governance & Nominating: 4 meetings) and Board-wide attendance (≥75%) indicate active oversight; Frasch was re-elected in 2024 with strong vote support, and say-on-pay continues to receive high support (98% in 2024; approved again in 2025) .
- Pay structure: Director comp uses balanced cash retainer plus time-based equity (no performance metrics), with elective RSU deferral aligned to long-term board service; Frasch elected cash for his retainer, supporting flexibility without excessive guarantees .
- Alignment and safeguards: Robust governance policies—clawback for incentive-based compensation, double-trigger CIC protections for executives, no excise tax gross-ups, ban on hedging/pledging, and majority vote director resignation policy—support investor confidence .
- Conflicts/related-party exposure: No related person transactions (>$120,000) since Jan 1, 2024; no disclosures of business dealings with entities tied to Frasch; director RSUs for some peers vest upon separation or change-of-control, but Frasch had none outstanding at YE2024 .
- RED FLAGS: None disclosed for Frasch regarding related-party transactions, pledging/hedging, option repricing, or low say-on-pay support; monitor director RSU vesting provisions (single-trigger change-of-control for certain directors’ RSUs) for overall board alignment, although not applicable to Frasch as of 12/31/2024 .