Terence Reilly
CrocsAbout Terence Reilly
Terence Reilly, age 57, is Executive Vice President and Chief Brand Officer at Crocs, Inc. (since May 2025), after serving as EVP, Brand President for HEYDUDE starting April 2024; he previously led Crocs’ marketing (SVP/CMO, 2013–2020) and was President of the Stanley brand (2020–2024). He holds a Bachelor’s degree in Communications from Rider University and is recognized for marketing innovation and culture-driven brand building; Crocs delivered 2024 revenues of $4,102.1M (+3.5% YoY), a 27.4% adjusted EBITDA operating margin (earning 102.1% of LTIP target), and 5-year TSR in the 83rd percentile of its compensation peer group, aligning executive incentives with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crocs, Inc. | EVP, Chief Brand Officer | 2025–present | Oversees marketing and communications across Crocs and HEYDUDE; no compensation changes upon appointment . |
| Crocs, Inc. | EVP, Brand President, HEYDUDE | 2024–2025 | Drove strategic focus and re-established authentic consumer connections; signaled brand “green shoots” . |
| Stanley (drinkware) | President, Stanley Brand | 2020–2024 | Led dramatic brand growth and popularity; culture-connected marketing . |
| Crocs, Inc. | SVP, Chief Marketing Officer (and prior roles) | 2013–2020 | Built Crocs’ modern marketing strategy; deep consumer-culture linkage . |
External Roles
- No public company directorships disclosed for Reilly in CROX’s proxy .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $700,000 | As of Dec 31, 2024. |
| Target Bonus % (STIP) | 125% of base salary | HEYDUDE brand scorecard. |
| Actual STIP Payout % | 80.8% of target | Based on 2024 results. |
| Actual Bonus Paid | $475,865 | 2024 non‑equity incentive paid. |
Performance Compensation
- LTIP structure: 33% time-based RSUs vesting over 3 years; 33% PSUs tied to 2024 Adjusted EBITDA operating margin (1-year); 33% PSUs tied to 2024–2026 Adjusted 3-year cumulative revenue (3-year, cliff vest) .
2024 Annual STIP (HEYDUDE Scorecard)
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| HEYDUDE Adjusted EBIT | 40% | $200.0M | $149.2M | 0.0% | Cash (N/A) |
| Enterprise Adjusted Free Cash Flow | 40% | $928.8M | $1,125.0M | 155.6% | Cash (N/A) |
| HEYDUDE Strategic Initiatives | 10% | 4 objectives | 3 of 4 achieved | 85.0% | Cash (N/A) |
| Enterprise CRS Progress | 10% | 3 objectives | 3 of 3 achieved | 100.0% | Cash (N/A) |
| Total STIP Payout | — | — | — | 80.8% of target | Cash (N/A) |
2024 PSUs (LTIP)
| Metric | Weighting Context | Target | Actual | Earned | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA Operating Margin (FY24) | One of two PSU components in 2024 LTIP | 27.2% | 27.4% | 102.1% of target | 33% at certification in 2025; 33% in each of next two years, subject to service |
| Adjusted 3-Year Cumulative Revenue (FY24–FY26) | One of two PSU components in 2024 LTIP | Not disclosed until cycle ends | In progress | Earnable 60–200% of target | Cliff vest at certification in 2027, subject to service |
2024 Equity Grants (Detail)
| Award Type | Grant Date | Target/Units | Terms |
|---|---|---|---|
| Time-Based RSUs (Sign-on) | 4/29/2024 | 31,325 RSUs ($4,000,000 grant) | Vest 50% on 4/29/2025 and 50% on 4/29/2026 |
| Time-Based RSUs | 4/29/2024 | 3,289 RSUs | Vest in 3 equal annual installments starting 4/29/2025 |
| PSUs (1-year EBITDA) | 4/29/2024 | 3,289 target PSUs | 2024 earned 3,358 PSUs; vest in three equal annual installments starting 4/29/2025 |
| PSUs (3-year Revenue) | 4/29/2024 | 3,289 target PSUs | Vest at end of FY24–FY26 cycle (certification in 2027), subject to service |
Equity Ownership & Alignment
| Ownership Element | Amount | Notes |
|---|---|---|
| Beneficial Ownership | 17,877 shares (<1%) as of 3/31/2025 | “Less than 1%” per proxy. |
| Unvested Stock Awards (12/31/2024) | 37,972 shares; $4,159,073 market value | Closing price $109.53 used by proxy . |
| Unearned PSUs (12/31/2024) | 3,358 shares; $367,802 market value | 2024 EBITDA PSUs earned, pending time-vesting . |
| Upcoming Vesting Milestones | 4/29/2025, 4/29/2026 (TB RSUs); 4/29/2025–2027 (earned 2024 PSUs); FY24–26 PSUs vest at 2027 certification | Potential selling pressure windows. |
| Stock Ownership Guidelines | 3x salary by fifth anniversary; execs compliant or progressing | Aligns “skin-in-the-game.” |
| Hedging/Pledging | Prohibited for directors/executives | Reduces alignment risk. |
Employment Terms
| Provision | Detail |
|---|---|
| Offer Letter Severance | If terminated without cause or resigns for good reason, lump sum equal to then-current base salary ($700,000 at 12/31/24) . |
| Non-compete / Non-solicit | 1-year post-termination restrictions . |
| Change-in-Control (CIC) Plan | Double-trigger: severance equal to base + target/avg bonus; full vest of time-based awards; performance awards vest at target; requires release; includes confidentiality/non-solicit/non-compete . |
| CIC Economics (Hypothetical at 12/31/2024) | Severance $3,150,000; bonus $475,865; equity acceleration $4,511,760; total $8,137,625 . |
| Appointment to Chief Brand Officer | Effective May 2025; no comp changes . |
| Clawbacks | Recovery policies under Rule 10D-1 and additional misconduct-related clawback . |
| Deferred Compensation | No 2024 NQDC plan participation disclosed for Reilly . |
| Perquisites (2024) | Relocation/travel allowances $58,154; insurance and disability benefits; total “All Other Compensation” $63,431 . |
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation (PSUs and STIP), with metrics tied to profitability (Adjusted EBIT, Adjusted EBITDA margin) and free cash flow; 2024 LTIP earnings at 102.1% on EBITDA support pay-for-performance alignment .
- HEYDUDE brand underperformed its EBIT target in 2024 (0% payout on that component), tempering annual cash incentive payouts (80.8% for HEYDUDE), which constrains guaranteed cash despite sign-on equity .
- Sign-on time-based RSUs ($4M, 2-year vest) create strong short-term retention hooks and potential near-term selling windows upon vest dates; performance PSUs add longer-term alignment via 2027 cliff vesting .
Performance & Track Record
- Management cites Reilly’s “marketing innovation” and culture connectivity; Crocs leads social selling on TikTok Shop in U.S. footwear and leverages livestream commerce, reinforcing his consumer-engagement playbook .
- Under Reilly’s leadership, HEYDUDE saw “significant traction” and sharpened strategic focus; enterprise initiatives in 2024 delivered strong adjusted free cash flow, while Crocs brand grew revenues 8.8% YoY .
- Company 5-year TSR ranked in the 83rd percentile of peer group as of 12/31/2024, supporting incentive realizations .
Compensation Committee Analysis
- Committee membership: Chair Beth J. Kaplan; members Ronald L. Frasch, Thomas J. Smach, John B. Replogle; all independent; met 7 times in 2024 .
- Independent compensation consultant (Meridian) engaged; independence assessed; no conflicts; peer group updated in 2024 (added Tapestry, V.F.; removed Stitch Fix, YETI) .
- Governance safeguards: double-trigger CIC, no excise tax gross-ups, prohibition on hedging/pledging, robust clawbacks, annual say-on-pay (98% support in 2024) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 17,877 shares (<1%); insider table indicates less than 1% . |
| Ownership Guidelines | 3x salary by fifth anniversary; executives compliant or progressing . |
| Pledging/Hedging | Prohibited . |
| Vested vs Unvested | Unvested 37,972 shares (TB RSUs + PSUs); 3,358 PSUs earned for 2024 EBITDA waiting time-vesting . |
Employment Contracts, Severance, and CIC Economics
| Topic | Key Terms |
|---|---|
| Offer Letter | Base salary severance; outplacement upon qualifying termination . |
| CIC Plan | Double-trigger; target-level vesting of performance awards; full vest of time-based awards . |
| Non-Compete | 1 year . |
| Change in Title (2025) | No compensation changes with elevation to Chief Brand Officer . |
Risk Indicators & Red Flags
- HEYDUDE EBIT shortfall (0% payout on that component) underscores execution risk at brand level despite enterprise FCF strength .
- Large short-dated TB RSU vestings (April 2025/2026) may create concentrated insider selling windows; monitor Form 4s around vest dates .
- Mitigants: hedging/pledging ban, double-trigger CIC (no single-trigger acceleration), robust clawbacks, strong say-on-pay support .
Say-on-Pay & Shareholder Feedback
- 2024 advisory say-on-pay approval: 98% support, signaling investor alignment with pay program .
Related Party Transactions
- None over $120,000 since Jan 1, 2024 involving related persons disclosed .
Investment Implications
- Near-term: Two-step vesting cadence (April 2025/2026) for large TB RSUs suggests potential supply overhang; STIP results show disciplined payouts when brand underperforms (execution sensitivity on HEYDUDE) .
- Medium-term: Performance PSUs contingent on EBITDA margin and 3-year revenue drive alignment with profitability and growth; 2027 cliff vesting enhances retention and long-horizon focus .
- Governance: No hedging/pledging, clawbacks, and strong say-on-pay mitigate compensation-related risk; ownership guidelines foster alignment; monitor HEYDUDE execution and marketing ROI under Reilly’s expanded remit .