Thomas Britt
CrocsAbout Thomas Britt
Thomas Britt, age 61, is Executive Vice President and Chief Information Officer of Crocs, Inc., serving since June 2023; he leads global information systems, analytics, and cybersecurity and brings 25+ years of CIO and technology consulting leadership, including prior CIO roles at Tapestry, Westcon, and Diane von Furstenberg, plus consulting roles at Keel Consulting and as an interim CIO . He holds a B.S. in Mechanical Engineering from Kettering University and an MBA from Michigan State University . Company performance relevant to his tenure includes 2024 revenue of $4,102.1 million (+3.5% YoY), gross margin of 58.8% (+300 bps), net income of $950.1 million, and five-year TSR at the 83rd percentile versus compensation peers, which underpin performance-linked executive pay outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Keel Consulting | Partner | Jul 2020–Jun 2023 | Led technology and business advisory; executive responsibility prior to joining CROX |
| Independent Consultant | Interim CIO | Jan 2014–Jul 2020 | Provided CIO leadership across multiple companies, focusing on transformation and stability |
| Tapestry, Inc. | Chief Information Officer (prior role) | Not disclosed | CIO leadership supporting global multi-brand operations and digital capabilities |
| Westcon | Chief Information Officer | Not disclosed | CIO for global tech solutions and IT distribution operations |
| Diane von Furstenberg | Chief Information Officer | Not disclosed | CIO for heritage fashion brand, enabling retail/omni-tech operations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed |
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base Salary ($) | 600,000 | Increased 9.1% in 2024 based on market and performance |
| STIP Target (% of Base) | 85% | Enterprise scorecard metrics (adjusted EBIT, adjusted FCF, strategic initiatives, CRS) |
| STIP Actual Payout (% of Target) | 117.6% (Enterprise) | Company-wide Enterprise scorecard payout applied to Britt’s STIP cohort |
| Actual Annual Incentive Paid ($) | 588,226 | Non-equity incentive plan compensation for 2024 |
| All Other Compensation ($) | 83,566 | Standard executive benefits and perquisites are minimal per policy |
Performance Compensation
2024 Long-Term Incentive Awards (Grant date 3/12/2024)
| Instrument | Metric | Grant Date | Threshold | Target | Max | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|
| Time-Based RSUs | Continued service | 3/12/2024 | — | 2,654 sh | — | 333,316 | 3 equal annual installments starting 3/12/2025 |
| PSUs (1-year) | 2024 Adjusted EBITDA operating margin | 3/12/2024 | 1,327 sh | 2,654 sh | 5,308 sh | 333,316 | Earned at 102.1% of target; 33% vests at 2025 certification, then 33% in each of next two years, subject to service |
| PSUs (3-year) | 2024–2026 Adjusted 3-year cumulative revenue | 3/12/2024 | 1,592 sh | 2,654 sh | 5,308 sh | 333,316 | Cliff vests upon 2027 certification of 3-year goal achievement, subject to service |
STIP Scorecard Structure (Enterprise cohort)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Enterprise adjusted EBIT | 80% combined with adjusted FCF across financial metrics | Not disclosed | Not disclosed | Included in 117.6% payout | Cash; paid following year-end |
| Enterprise adjusted free cash flow | 80% combined across financial metrics | Not disclosed | Not disclosed | Included in 117.6% payout | Cash; paid following year-end |
| Strategic initiative performance (ERP implementation, digital expansion, talent/succession) | Part of 20% strategic bucket | Predetermined objectives | Committee discretion | Included in 117.6% payout | Cash; paid following year-end |
| Corporate responsibility & sustainability progress | Part of 20% strategic bucket | Predetermined objectives | Committee discretion | Included in 117.6% payout | Cash; paid following year-end |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (common stock) | 2,778 sh | As of 3/31/2025; less than 1% |
| Shares outstanding (denominator) | 56,056,888 sh | As of 3/31/2025 |
| Ownership as % of shares outstanding | ~0.00496% (2,778 / 56,056,888) | Computed from disclosed numerator/denominator |
| Unvested time-based RSUs (FY-end) | 9,206 sh; $1,008,333 MV | Market value at $109.53/sh as of 12/31/2024 |
| Unearned PSUs outstanding (FY-end) | 2,654 sh; $290,693 MV | Assumes target performance; $109.53/sh |
| Options (exercisable/unexercisable) | None | Options outstanding = none for Britt |
| Stock ownership guidelines | 3x base salary for NEOs (5x for CEO) | Phase-in to year 5; executives are compliant or progressing within phase-in |
| Hedging/pledging | Prohibited for executives and directors | Risk-mitigating governance practice |
| Clawback | Adopted under Rule 10D-1; plus fraud/misconduct policy | Applies to annual incentives and equity |
Insider selling pressure context:
- Scheduled releases include annual TB RSU tranches from the 3/12/2024 grant beginning 3/12/2025 and 33% tranches from earned 1-year PSUs post-2025 certification, followed by two annual tranches; policy bans hedging/pledging, which reduces leverage-related sell pressure .
Employment Terms
| Term | Detail |
|---|---|
| Start date and role | EVP, CIO since June 2023 |
| Severance (without cause / good reason) | Lump sum equal to then-current base salary; executive outplacement eligibility, subject to separation agreement and general release |
| Change-in-control (double trigger within 2 years) | Severance $2,220,000; bonus $588,227; equity acceleration $1,293,111; total $4,101,338 (based on $109.53/sh FMV at 12/31/2024) |
| CIC structure | Double-trigger vesting; reasonable protections; no excise tax gross-ups |
| Non-compete / non-solicit | Offer letters include non-compete and non-solicit covenants; generally one-year duration post-termination per executive policy |
| Clawback | Incentive Compensation Recovery Policy and Recovery of Executive Compensation Policy apply |
| Hedging/pledging | Prohibited |
Performance & Track Record
| Metric | 2024 Outcome | Notes |
|---|---|---|
| Revenues | $4,102.1 million (+3.5% YoY) | Crocs Brand +8.8%; HEYDUDE −13.2% |
| Pairs sold | Crocs Brand 127.0M; HEYDUDE 27.0M | Volume trends by brand |
| Gross margin | 58.8% (+300 bps YoY) | Mix/ASP improvements; distribution cost normalization |
| Income from operations | $1,021.9 million; margin 24.9% (vs 26.2% in 2023) | Slight margin compression |
| Net income | $950.1 million; Diluted EPS $15.88 | Tax benefit in 2024 |
| 5-year TSR percentile | 83rd percentile vs compensation peer group (to 12/31/2024) | Used in Committee evaluation |
Compensation Peer Group (2024)
| Peers |
|---|
| Abercrombie & Fitch Co.; Acushnet Holdings; Columbia Sportswear; Deckers Outdoor; Designer Brands; Levi Strauss; Lululemon Athletica; Ralph Lauren; Skechers U.S.A.; Steven Madden; Tapestry; Topgolf Callaway Brands; Under Armour; V.F. Corp; Wolverine World Wide |
Say-on-Pay & Governance Practices
- Say-on-pay approval: 98% support in 2024, indicating strong shareholder endorsement of pay design .
- Governance practices: independent Compensation Committee; independent consultant; double-trigger CIC; clawbacks; no hedging/pledging; no option repricing; minimal perquisites .
Investment Implications
- Pay-for-performance alignment is strong: STIP and PSUs tie Britt’s incentives to profitability (Adjusted EBIT, FCF, EBITDA margin) and multi-year revenue growth, with 2024 outcomes delivering 117.6% STIP (Enterprise) and 102.1% PSU (1-year) earned, consistent with solid fundamentals and TSR performance .
- Retention risk appears contained: severance and CIC protections, phased PSU vesting post-certification, and ownership guidelines promote long-term alignment; hedging/pledging bans reduce adverse alignment risk .
- Potential supply overhang windows: annual vesting dates for RSUs (e.g., 3/12 each year from the 2024 grant) and PSU tranche releases post-2025 certification may coincide with Form 4 activity; however, governance policies and phased vesting moderate near-term selling pressure .
- Governance and shareholder support are positive: 98% say-on-pay approval and robust clawback/ban policies lower governance red flags; no related party transactions above $120,000 in 2024 reported .