Crocs (NASDAQ: CROX) taps new CFO as it keeps Q3 2025 outlook

Rhea-AI Filing Summary

Crocs, Inc. announced that Patraic Reagan will become Executive Vice President and Chief Financial Officer effective September 22, 2025, reporting to CEO Andrew Rees. Reagan previously held senior finance roles at SharkNinja and Nike. His compensation includes a $750,000 annual base salary, an annual bonus target equal to 100% of 2025 eligible earnings, eligibility for a 2026 long-term incentive award targeted at 267% of base salary, an $800,000 sign-on bonus subject to repayment if he departs within 12 months for specified reasons, and a $3,500,000 time-based RSU grant vesting over three years.

Current CFO Susan Healy resigned effective August 28, 2025 and will serve as Special Advisor through October 31, 2025, receiving payments of $25,000 and $50,000 plus continued benefits during this transition. A planned separation agreement would provide a $400,000 lump sum and 24‑month non-compete and non-solicitation covenants, while all unvested equity awards are forfeited and she will not participate in the 2025 bonus plan. Crocs also reaffirmed its previously disclosed third quarter 2025 financial outlook.

Insights

Equity analyst – corporate governance and executive transitions

Crocs reshapes its finance leadership while keeping Q3 2025 outlook unchanged.

Crocs, Inc. is transitioning its finance leadership by appointing Patraic Reagan as Executive Vice President and CFO effective September 22, 2025, while current CFO Susan Healy resigns effective August 28, 2025 and stays on briefly as Special Advisor. Reagan’s package combines cash and equity, with a $750,000 base salary, a 2025 bonus target at 100% of eligible earnings, and a $3,500,000 RSU grant that vests over three years, aligning a significant portion of his compensation with future company performance.

Protections and conditions are clearly outlined. The $800,000 sign-on bonus is subject to full repayment if Reagan leaves within 12 months under specified circumstances, and severance for a termination without cause or resignation for good reason is limited to one times base salary. He is also eligible for a 200% Severance Payment Percentage under the Change in Control Plan, which could be relevant if control changes occur, but otherwise does not affect near-term cash flows.

For Healy, the structure emphasizes transition and restraint rather than large severance. She receives relatively modest fixed payments totaling $75,000 during her advisory period and a planned $400,000 lump sum at separation, while all unvested equity is forfeited and she is ineligible for the 2025 bonus. Notably, the company reaffirmed its third quarter 2025 financial outlook as of the prior August 7, 2025 disclosure, suggesting that management does not see this leadership change as requiring an immediate adjustment to near-term expectations.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001334036false00013340362025-08-282025-08-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 28, 2025

CROCS, INC.

(Exact name of registrant as specified in its charter)

Delaware

0-51754

20-2164234

(State or other jurisdiction

(Commission File Number)

(I.R.S. Employer

of incorporation)

Identification No.)

500 Eldorado Blvd., Building 5

Broomfield,

Colorado

80021

(Address of principal executive offices)

(Zip Code)

 Registrant’s telephone number, including area code: (303) 848-7000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading symbol:

Name of each exchange on which registered:

Common Stock, par value $0.001 per share

CROX

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.45) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

    Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Patraic Reagan Appointment

On August 29, 2025, Crocs, Inc. (the “Company”) announced the appointment of Patraic Reagan as Executive Vice President and Chief Financial Officer of the Company, effective September 22, 2025 (the “Start Date”). Mr. Reagan will report to Andrew Rees, the Company’s Chief Executive Officer.

Mr. Reagan, age 53, has served as Chief Financial Officer of SharkNinja, Inc., a global product design and technology company, since April 2024. Mr. Reagan previously served in several leadership roles at Nike, Inc., an athletic footwear and apparel company, including as Vice President and Chief Financial Officer, Asia Pacific and Latin America from February 2022 to April 2024, Vice President, Global Business Planning from July 2020 to February 2022, and Senior Director, North America Business Planning from March 2018 to June 2020.

In connection with Mr. Reagan’s appointment as Executive Vice President and Chief Financial Officer, and as set forth in his offer letter from the Company (the “Reagan Offer Letter”), Mr. Reagan’s annual base salary will be $750,000 per year and he will be eligible to participate in the Company’s annual bonus plan with a target bonus of 100% of his eligible earnings for the 2025 plan year. Mr. Reagan will be eligible to participate in the Company’s long-term incentive plan for the 2026 plan year, subject to the terms and conditions of the then-current plan, with a target equity award value of 267% of his base salary. Mr. Reagan will receive a sign-on bonus of $800,000, less applicable withholdings and deductions, provided, however, that if Mr. Reagan voluntarily ends his employment with the Company or is terminated for “Cause” (as defined in the Reagan Offer Letter) prior to 12 months after the Start Date, he has agreed to reimburse the Company the full amount of the sign-on bonus. Mr. Reagan will also receive, pursuant to the terms and provisions of the Company’s 2020 Equity Incentive Plan (the “2020 Plan”), a $3,500,000 equity grant, 100% of which will be time-based restricted stock units (the “RSUs”). The RSUs will vest in five parts: 21.43% on the date six months after the Start Date, 21.43% on the date 12 months after the Start Date, 21.43% on the date 18 months after the Start Date, 21.43% on the date 24 months after the Start Date, and 14.28% on the date 36 months after the Start Date; provided that Mr. Reagan must be employed by the Company continuously to each such vesting date in order to vest in the portion of RSU award on such date. In addition, Mr. Reagan is entitled to participate in employee benefit plans and programs generally available to the Company’s executive officers.

Pursuant to the terms of the Reagan Offer Letter, if Mr. Reagan is terminated by the Company without Cause or resigns for “Good Reason” (as defined in the Reagan Offer Letter), subject to his execution of a general release of claims, he will be entitled to receive a lump sum payment equal to his then-current base salary. Mr. Reagan will also be eligible to participate in the Company’s Change in Control Plan (the “CIC Plan”) with a Severance Payment Percentage (as defined in the CIC Plan) of 200%, subject to the terms and conditions of the CIC Plan. The Reagan Offer Letter also provides for the execution of a confidentiality, non-solicitation, non-competition and assignment of inventions agreement, which is consistent with the restrictive covenants set forth in the offer letters previously entered into by the Company’s other named executive officers.

There are no arrangements or understandings between Mr. Reagan and any other person pursuant to which Mr. Reagan was appointed as Executive Vice President and Chief Financial Officer. Mr. Reagan does not have any family relationship with any director or officer of the Company or any other person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. Reagan has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The foregoing description of the Reagan Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Reagan Offer Letter, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Susan Healy Resignation

On August 28, 2025, Susan Healy, the Company’s Executive Vice President and Chief Financial Officer, notified the Company of her decision to resign, effective immediately (the “Transition Date”). As requested by the Company, between the Transition Date and October 31, 2025 (the “Separation Date”), Ms. Healy will serve in the role of Special Advisor to assist with the transition of her duties to Mr. Reagan (the “Advisory Services”) and will be entitled to the following compensation, less applicable taxes and withholdings, and continued payment of her existing benefits, not including salary, until the Separation Date: $25,000 on September 5, 2025 and $50,000 on October 3, 2025, subject to continued employment by the Company on each such payment date.

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In connection with her resignation and the Advisory Services that Ms. Healy has agreed to provide, the Company and Ms. Healy expect to enter into a separation agreement and general release (the “Separation Agreement”) on the Separation Date whereby Ms. Healy would agree to, among other things, (i) a 24-month non-competition covenant and (ii) a 24-month non-solicitation of employees covenant. In consideration of the above, Ms. Healy would be entitled to a lump sum payment of $400,000, less applicable taxes and withholdings, which amount is net of the required reimbursement to the Company for the amount spent on her relocation benefits, as set forth in her Employment Offer Letter, dated May 1, 2024, subject to continued employment by the Company on the Separation Date.

In addition, in accordance with the applicable award agreements, all of Ms. Healy’s unvested equity awards will be cancelled and forfeited, effective as of the Separation Date, and Ms. Healy will be ineligible to participate in the Company’s annual bonus plan during 2025. There will be no cash severance payment in connection with Ms. Healy’s resignation.

The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.

Item 7.01. Regulation FD Disclosure.

On August 29, 2025, the Company issued a press release announcing the appointment of Mr. Reagan and the resignation of Ms. Healy. In addition, the Company reaffirmed its third quarter 2025 financial outlook as previously disclosed on August 7, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.						Description
10.1						Employment Offer Letter, dated August 26, 2025, between Crocs, Inc. and Patraic Reagan.
99.1						Crocs, Inc. press release dated August 29, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			CROCS, INC.
Date: August 29, 2025			By:			/s/ Sara Hoverstock
						Sara Hoverstock
						Senior Vice President, General Counsel

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FAQ

Who is the new CFO of Crocs (CROX) and when does he start?

Crocs, Inc. appointed Patraic Reagan as Executive Vice President and Chief Financial Officer. His appointment is effective September 22, 2025, and he will report to CEO Andrew Rees.

What is the compensation package for Crocs (CROX) new CFO Patraic Reagan?

Patraic Reagan will receive a $750,000 annual base salary, be eligible for a 2025 annual bonus targeted at 100% of eligible earnings, and participate in the 2026 long-term incentive plan with a target equity award equal to 267% of base salary. He will also receive an $800,000 sign-on bonus and a $3,500,000 RSU grant vesting over three years.

What happens if the new Crocs (CROX) CFO leaves within 12 months?

If Patraic Reagan voluntarily ends his employment or is terminated for cause before 12 months after his start date, he has agreed to reimburse Crocs the full $800,000 sign-on bonus, in addition to any other applicable terms in his offer letter.

Why did Crocs (CROX) CFO Susan Healy resign and what will she receive?

Susan Healy notified Crocs on August 28, 2025 of her decision to resign as Executive Vice President and CFO, effective immediately. She will serve as Special Advisor through October 31, 2025, receiving payments of $25,000 on September 5, 2025 and $50,000 on October 3, 2025, plus continued benefits during that period and a planned lump sum of $400,000 at separation, subject to the separation agreement and continued employment through the separation date.

What happens to Susan Healy’s equity and bonus eligibility at Crocs (CROX)?

All of Susan Healy’s unvested equity awards will be cancelled and forfeited effective as of the separation date. She will also be ineligible to participate in Crocs’ annual bonus plan for 2025, and there will be no cash severance payment in connection with her resignation beyond the specified lump sum.

Did Crocs (CROX) change its financial outlook in connection with the CFO transition?

No. Along with announcing the CFO transition, Crocs reaffirmed its third quarter 2025 financial outlook as previously disclosed on August 7, 2025, indicating no change to that guidance in this update.

What restrictive covenants apply to Crocs (CROX) executives in these agreements?

Patraic Reagan’s offer letter includes a confidentiality, non-solicitation, non-competition, and assignment of inventions agreement consistent with other named executive officers. The expected separation agreement with Susan Healy includes a 24-month non-competition covenant and a 24-month non-solicitation of employees covenant.