Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 10, 2020, the Board of Directors of Crocs, Inc. (the "Company"),
appointed Michelle Poole, the Company's current Executive Vice President, Chief
Product and Merchandising Officer, to serve as President of the Company,
effective September 10, 2020. Ms. Poole will retain responsibility for the
Company's product, marketing and merchandising activities and will take on
direct oversight for the Americas, EMEA, and Asia regions. Ms. Poole will report
to Andrew Rees, the Company's current President and Chief Executive Officer. Mr.
Rees will continue to serve as Chief Executive Officer and as a director of the
Company.
Ms. Poole, age 52, has served as the Company's Executive Vice President, Chief
Product and Merchandising Officer since April 2020. Prior to this, she served as
the Company's Senior Vice President and Chief Product and Merchandising Officer
since 2014.
In connection with Ms. Poole's promotion to President and as set forth in her
offer letter from the Company (the "Offer Letter"), Ms. Poole's annual base
salary will be increased to $700,000 per year and she will be eligible to
participate in the Company's annual bonus plan with a target bonus of 100% of
her earnings for the plan year (prorated for her time in the role during 2020).
Ms. Poole will be eligible to participate in the Company's long-term incentive
plan, subject to the terms and conditions of the then current plan with a target
equity award value of 125% of her base salary. Ms. Poole will also receive,
pursuant to the terms and provisions of the Company's 2020 Equity Incentive
Plan, a grant of $1,000,000 in restricted stock units (the "RSUs"). Such RSUs
will vest in three equal annual installments beginning on the first anniversary
of her start date, subject to her continued employment with the Company as of
each vesting date.
Pursuant to the Offer Letter, if Ms. Poole is terminated by the Company without
"Cause" (as defined in the Offer Letter) or if she resigns for "Good Reason" (as
defined in the Offer Letter), subject to her execution of a general release of
claims, she will be entitled to receive a lump sum payment equal to her
then-current base salary. Ms. Poole will also be eligible to participate in the
Company's Change in Control Plan (the "CIC Plan"), which provides that, if a
"Change in Control" (as defined in the CIC Plan) occurs, and Ms. Poole is
terminated by the Company without "Cause" (as defined in the CIC Plan) or she
resigns for "Good Reason" (as defined in the CIC Plan) within the two-year
period following the change in control, she will be entitled to the payments
contemplated in the CIC Plan at a 200% level.
The Offer Letter also contains a non-competition covenant and non-solicitation
of employees covenant, each of which restrict Ms. Poole from taking part in
certain activities at all times during her employment and for a one year period
following her termination of employment with the Company.
The foregoing description of the Offer Letter does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Offer
Letter, which is attached hereto as Exhibit 10.1, and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Employment Offer Letter dated September 10, 2020 between Crocs, Inc. and
Michelle Poole.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses