Thomas Smach
CrocsAbout Thomas J. Smach
Thomas J. Smach, age 64, is the independent Chairperson of the Board of Crocs, Inc., serving as Chair since June 2011 and as a director since April 2005. He sits on the Audit, Compensation, and Governance and Nominating Committees. He is a co‑founding partner of Riverwood Capital Management (since 2008) and is a certified public accountant (inactive). His prior roles include CFO of Flextronics International (2005–2008), Senior Vice President–Finance at Flextronics (2000–2004), and Senior Vice President, CFO & Treasurer of The Dii Group, Inc. (1997–2000). The proxy highlights his deep finance, international manufacturing, M&A, capital markets, SEC compliance and risk oversight expertise, and notes service on various private and public company boards in the U.S. and internationally .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flextronics International | Chief Financial Officer | Jan 2005–Jun 2008 | Led finance at a Nasdaq-listed EMS provider; extensive accounting, capital markets and SEC compliance experience . |
| Flextronics International | Senior Vice President–Finance | Apr 2000–Dec 2004 | Senior finance leadership with international manufacturing exposure . |
| The Dii Group, Inc. | SVP, Chief Financial Officer & Treasurer | 1997–Apr 2000 | Public company CFO at EMS provider; Dii merged with Flextronics in early 2000 . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Riverwood Capital Management | Co‑founding Partner | Since 2008 | Private equity; international business experience . |
| Various private and public companies (U.S. & internationally) | Director | Not specified | Proxy notes service on boards of various companies; specific names not disclosed . |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Mr. Smach is independent per Nasdaq standards . |
| Board Chair | Independent Chairperson of the Board . |
| Board & Annual Meeting Attendance | In 2024, the Board met 4 times; all directors attended ≥75% of Board and committee meetings on which they served, and all directors attended the 2024 Annual Meeting . |
| Committees (membership) | Audit (member), Compensation (member), Governance & Nominating (member) . |
| Audit Committee activity | Audit Committee met 9 times in 2024; all members are independent; oversight includes financial reporting, auditor independence, internal audit, IT/cybersecurity risk, and restatement oversight . |
| Compensation Committee activity | Compensation Committee met 7 times in 2024; all members are independent; scope includes executive comp strategy, CEO goals, equity plan oversight, severance, succession, clawbacks, non‑employee director compensation . |
| Governance & Nominating activity | Governance Committee met 5 times in 2023; responsibilities include director nominations, independence review, governance guidelines, and board performance evaluations . |
| Governance best practices | Majority independent board; independent Compensation Committee; independent comp consultant; robust stock ownership guidelines; clawback; ban on hedging/pledging; no repricing; majority vote resignation policy; regular executive sessions . |
Fixed Compensation
| Pay Component (2024–2025 Board Year) | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer – Chairperson of the Board | 150,000 | Payable quarterly; directors may elect stock or combination/defer; Mr. Smach elected restricted stock for annual retainer . |
| Committee Member Retainers – Audit/Comp/Gov | 20,000 / 15,000 / 10,000 | Mr. Smach sits on Audit, Compensation, Governance committees . |
| Committee Chair Retainers | N/A | Mr. Smach is not a committee chair; he is Board Chair . |
| Equity Award – Chairperson of the Board | 270,000 | Annual director equity grant; directors can elect RSUs vesting upon cessation of Board service . |
| FY2024 Director Compensation – Thomas J. Smach | Fees Earned (Cash): —; Stock Awards: 464,899; Total: 464,899 | Mr. Smach elected stock for annual retainer and committee fees . |
Performance Compensation
| Award | Grant Date | Instrument | Grant-Date Fair Value per Share | Vesting |
|---|---|---|---|---|
| Annual Director Equity | Jun 4, 2024 | RSUs (optionally elect to vest upon cessation of Board service) | 148.72 | If RSUs elected, vest upon cessation of Board service; time-based restricted stock vests quarterly in 4 installments from issuance date . |
| Committee Service Compensation (in lieu of cash) | Jun 4, 2024 | Restricted Stock | 148.72 | Vested/vesting in four equal installments on Sep 4, 2024; Dec 4, 2024; Mar 4, 2025; Jun 4, 2025 . |
| Options Outstanding (Directors) | — | — | — | None outstanding for any non-employee director as of Dec 31, 2024 . |
No director-specific performance metrics (e.g., TSR, EBITDA targets) are disclosed for director equity; awards are time-based and/or vest upon cessation of service. Clawback policies and pay-for-performance constructs apply to executives, not directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Various (not specified) | Director | Not disclosed | Proxy notes service on various boards; no specific interlocks disclosed . |
- Related-party transactions: None exceeding $120,000 since Jan 1, 2024 involving current related persons .
- Section 16(a) compliance: No late filings in 2024 for directors/officers except one Form 4 for Charisse Ford Hughes; none noted for Mr. Smach .
Expertise & Qualifications
- Certified public accountant (inactive); extensive accounting and financial management experience, including CFO of global public companies .
- Significant international manufacturing and business experience; M&A and capital markets expertise; SEC compliance and risk oversight .
- Board skills matrix reflects public company board service, corporate governance/ethics, consumer brand expertise, supply chain/manufacturing, and global management perspective; tenure 20 years; age 64 .
Equity Ownership
| Holder | Shares/Units | Notes |
|---|---|---|
| Thomas J. Smach – Beneficial Ownership | 217,730 | Less than 1% of outstanding shares (based on 56,056,888 shares) . |
| RSUs with immediate vest upon separation/CIC | 80,014 | Included in beneficial ownership; vest upon earlier of separation from Board or change in control . |
| Unvested restricted stock/RSUs (as of Dec 31, 2024) | 80,670 | Outstanding unvested awards . |
| Shares held by spouse | 6,416 | Included in beneficial ownership . |
| Shares held in family trust (trustee) | 118,597 | Included in beneficial ownership . |
| Shares in trust for children | 5,000 | Disclaimed beneficial ownership; trustee is spouse . |
| Hedging/Pledging | Prohibited | Company bans hedging and pledging by directors and management . |
| Director Ownership Guidelines | Chair: 7.5x annual cash retainer; Other directors: 5x; 5-year phase-in | All directors have met or are within phase-in period . |
Fixed Compensation (Detail – Program Design)
| Component | Design Feature |
|---|---|
| Cash Retainers | Payable quarterly; election to receive in restricted stock or cash/deferred stock; Mr. Smach elected restricted stock . |
| Equity Grants | Annual common stock or RSUs; RSUs may vest upon cessation of Board service . |
| Committee Fees | Members/Chairs receive retainers; some directors (including Mr. Smach) elected stock in lieu of cash for committee service . |
Governance Assessment
- Strengths:
- Independent Chair with 20 years of board service and deep finance/oversight credentials; multi-committee engagement (Audit, Compensation, Governance) .
- High engagement: Board met 4x in 2024; all directors met ≥75% attendance; robust committee activity (Audit 9x; Compensation 7x) .
- Strong alignment mechanisms: significant stock-based director pay (Mr. Smach 100% stock, $464,899 in FY2024); robust director ownership guidelines (7.5x retainer for Chair); ban on hedging/pledging .
- Clean related-party profile and Section 16 compliance (no Smach issues); governance best practices including independent comp consultant, clawbacks, majority vote resignation policy .
- Considerations:
- As a private equity co‑founder, potential for external affiliations; however, Company discloses no related‑party transactions >$120,000 since Jan 1, 2024 and affirms independence under Nasdaq standards .
- Director RSUs accelerate upon separation or change in control (80,014 RSUs), which is common but investors should monitor equity structure and potential incentives around transitions .
RED FLAGS: None disclosed for Mr. Smach. No related‑party transactions; no hedging/pledging; no option repricing; no tax gross‑ups; strong say‑on‑pay support (98% in 2024) .