CRD-A DEF 14A
Crawford & Co (CRD-A)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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April 5, 2024
Dear Shareholders:
You are cordially invited to attend the Company’s 2024 Annual Meeting of Shareholders, which will be held on Friday, May 10, 2024, beginning at 2:00 p.m. Eastern Time at the Company’s headquarters, 5335 Triangle Parkway, Peachtree Corners, Georgia 30092.
The Notice of Annual Meeting of Shareholders, Proxy Statement and form of Proxy are included with this letter and contain information about the Annual Meeting and the various matters on which you are being asked to vote. Only shareholders of record of Class B Common Stock of the Company as of the close of business on March 15, 2024, are entitled to vote at the Annual Meeting, including any adjournment or postponement thereof. Shares of Class A Common Stock of the Company are not entitled to vote at the Annual Meeting.
As is our custom, a brief report will be made at the Annual Meeting on the Company’s 2023 activities, 2024 activities to date, and the outlook for the remainder of 2024. We hope you will be able to attend the Annual Meeting.
Whether or not you plan to attend, it is important that you sign and return your Proxy, or vote electronically by telephone or through the Internet, promptly, as your vote is important to the Company.
On behalf of our Board of Directors, officers and employees, we wish to thank you for your continued interest in and support of Crawford & Company.
Sincerely,
Rohit Verma
President and Chief Executive Officer
CRAWFORD & COMPANY
5335 Triangle Parkway
Peachtree Corners, Georgia 30092
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 10, 2024
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Crawford & Company (the “Company”) will be held in person on Friday, May 10, 2024, at 2:00 p.m. Eastern Time, for the following purposes:
| 1. | To elect nine (9) directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified; |
| 2. | To approve amendments to the Crawford & Company Non-Employee Director Stock Plan and to authorize 1,000,000 additional shares of Class A Common Stock for issuance under the plan; |
| 3. | To ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the 2024 fiscal year; and |
| 4. | To transact any and all other such business as may properly come before the Annual Meeting, including any adjournment or postponement thereof. |
Information relating to the above matters is set forth in the accompanying Proxy Statement dated April 5, 2024. Only shareholders of record of Class B Common Stock of the Company as of the close of business on March 15, 2024 are entitled to vote at the Annual Meeting, including any adjournment or postponement thereof. Shares of Class A Common Stock of the Company are not entitled to vote at the Annual Meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2024:
The proxy statement and our 2023 annual report are available at https://materials.proxyvote.com/224633.
By Order of The Board of Directors, | |
Tami E. Stevenson, | |
SVP, General Counsel and Corporate Secretary |
Atlanta, Georgia
April 5, 2024
It is important that your shares of Class B Common Stock be represented at the Annual Meeting whether or not you plan to attend. Accordingly, please complete and sign the enclosed Proxy and return it in the accompanying postage-paid envelope or vote your Proxy electronically by telephone or through the Internet as soon as possible. Signing and returning the Proxy, or submitting it electronically, will not affect your right to attend and vote in person at the Annual Meeting. If your shares are held in the name of a nominee or intermediary, please follow the instructions on the voting instruction card furnished by such record holder.
Proxies are being solicited with respect to shares of Class B Common Stock of the Company by the Board of Directors of the Company. Shares of Class A Common Stock of the Company are not entitled to vote at the Annual Meeting and, consequently, Proxies are not being solicited with respect to shares of Class A Common Stock of the Company.
CRAWFORD & COMPANY
5335 Triangle Parkway
Peachtree Corners, Georgia 30092
PROXY STATEMENT
2024 PROXY STATEMENT
TABLE OF CONTENTS
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 2024
GENERAL INFORMATION AND FREQUENTLY ASKED QUESTIONS
The 2024 Annual Meeting of Shareholders of Crawford & Company, including any adjournment or postponement thereof (the “Annual Meeting”), will be held on, Friday, May 10, 2024, beginning at 2:00 p.m. Eastern Time at the Company’s headquarters, 5335 Triangle Parkway, Peachtree Corners, Georgia 30092.
The Board of Directors of the Company (the “Board of Directors” or the “Board”) is furnishing this Proxy Statement and Proxy to solicit proxies on its behalf to vote at the Annual Meeting. You are receiving this Proxy Statement and the accompanying Proxy Card (or, if your shares are held in the name of a nominee or intermediary, a voting instruction card furnished by such record holder), or “Proxy,” because you own shares of the Company’s Class B Common Stock. A Proxy is a legal designation of another person to vote the stock that you own. That other person is called a “proxy.” If you designate someone as your proxy in a written document, that document is also called a proxy, a proxy card or a form of proxy. If you sign and return the Proxy, you are appointing R. Verma, W.B. Swain and T.E. Stevenson as your representatives at the Annual Meeting. Messrs. Verma and Swain and Ms. Stevenson will vote your shares of Class B Common Stock at the Annual Meeting as you instruct them on the Proxy.
All holders of the Company’s Class B Common Stock as of the close of business on March 15, 2024, which we refer to as the “Record Date,” are being furnished a copy of the Notice of Annual Meeting and this Proxy Statement. Only holders of the Company’s Class B Common Stock are entitled to vote on the matters subject to a vote at the Annual Meeting. The Proxy Statement describes the matters which will be voted on at the Annual Meeting. It also gives you information so that you can make an informed voting decision on those matters.
This Proxy Statement and the accompanying form of Proxy are first being mailed or delivered electronically to shareholders and made available on the Internet at https://materials.proxyvote.com/224633, on or about April 5, 2024. Our Annual Report to Shareholders, on Form 10-K for the fiscal year ended December 31, 2023, is also being delivered with this Proxy Statement and is being made available on the Internet at the web address above.
Signing and returning your Proxy will ensure your shares are voted at your direction whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we request that you complete, sign and return your Proxy, vote by telephone or vote over the Internet in advance of the Annual Meeting so that we can ensure we have enough votes to conduct business at the Annual Meeting.
On what items am I being asked to vote?
You are being asked to vote on three matters:
| ● | the election of nine (9) directors; |
| ● | the approval of amendments to the Crawford & Company Non-Employee Director Stock Plan and to authorize 1,000,000 additional shares of Class A Common Stock for issuance under the plan; and |
| ● | the ratification of Ernst & Young LLP as our independent registered public accounting firm for our 2024 fiscal year. |
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Who may vote at the Annual Meeting?
Only shareholders of record of our Class B Common Stock on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. If you are the owner of shares of Class B Common Stock held in “street name” through a broker, bank or other nominee, please refer to the information under “Are voting procedures different if I hold my shares in the name of a broker, bank or other nominee?” below. Holders of Class A Common Stock are not entitled to any notice of, or vote at, the Annual Meeting.
How many votes do you need to hold the Annual Meeting?
In order for us to conduct business at the Annual Meeting, we must have a quorum, which means that a majority of the issued and outstanding shares of Class B Common Stock as of the Record Date must be present. Shares of Class B Common Stock will be counted as present for purposes of determining the presence of a quorum if those shares are:
| ● | voted over the Internet or by telephone in advance of the Annual Meeting; |
| ● | properly submitted via Proxy (even if the Proxy does not provide voting instructions) in advance of the Annual Meeting; or |
| ● | present at the Annual Meeting and voted in person. |
Abstentions and “broker non-votes” will be counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a registered holder (such as a broker or bank) holding shares in “street name” for a beneficial owner does not vote on a particular proposal because the registered holder has not received voting instructions from the beneficial owner and does not have, or declines to exercise, discretionary voting power with respect to that particular proposal. As described below, registered holders that have not received voting instructions from the beneficial owner may, although they are not required to, vote such shares with respect to the ratification of the appointment of the Company’s independent registered public accounting firm. Registered holders are not entitled to exercise discretionary voting authority with respect to any other matters to be voted upon at the Annual Meeting.
How many shares of Class B Common Stock are outstanding? How many votes is each share of Class B Common Stock entitled to at the Annual Meeting?
As of the Record Date, we had outstanding 19,554,538 shares of Class B Common Stock and each share is entitled to one vote for each of the director nominees to be elected at the Annual Meeting, and one vote on each other matter to be acted upon at the Annual Meeting.
How may I vote on each of the Proposals to be considered at the Annual Meeting?
With respect to the election of directors, you may:
| ● | vote FOR all nominees; |
| ● | withhold authority to vote for one or more of the nominees and vote FOR the remaining nominees; or |
| ● | withhold authority to vote for all nine (9) nominees. |
With respect to the other proposals to be voted at the Annual Meeting, you may:
| ● | vote FOR the proposal; |
| ● | vote AGAINST the proposal; or |
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| ● | ABSTAIN from voting on the proposal. |
What vote is required to approve each of the Proposals?
Each share of Class B Common Stock is entitled to cast an affirmative vote for up to nine (9) director nominees. Cumulative voting is not permitted. The nine (9) nominees for director who receive the highest number of votes cast, in person or by Proxy, at the Annual Meeting will be elected as directors. Votes withheld and broker non-votes will have no effect on the outcome of the election of directors.
The affirmative vote of a majority of the votes cast, in person or by proxy, is required for the approval of amendments to the Crawford & Company Non-Employee Director Stock Plan as well as authorization of 1,000,000 additional shares of Class A Common Stock for issuance under the plan, and ratification of the appointment of the Company’s independent registered public accounting firm. Abstentions and broker non-votes are not considered to be votes cast and therefore will have no effect on the outcome of the vote on these matters.
What are the Board’s voting recommendations?
Our Board of Directors recommends the following votes:
| ● | Proposal One — FOR the election of the nine (9) persons nominated to serve as directors; |
| ● | Proposal Two — FOR the approval of amendments to the Crawford & Company Non-Employee Director Stock Plan and the authorization of 1,000,000 additional shares of Class A Common Stock for issuance under the plan; |
| ● | Proposal Three — FOR the ratification of Ernst & Young LLP as our independent registered public accounting firm for 2024. |
How do I vote?
In order for us to ensure we have sufficient votes to conduct business at the Annual Meeting, we request that registered owners vote by one of the following four methods as soon as possible. You may also thereafter attend the Annual Meeting and vote your shares in person.
| ● | Via Internet: visit www.proxypush.com/crd-b |
| ● | By Mail: sign, date and return your proxy card to the address listed on the proxy card. |
| ● | By Phone: call 1-866-883-3382 |
| ● | In Person: all holders of record of Class B Common Stock who hold their shares directly in their name may vote in person at the Annual Meeting. |
What if I change my mind after I vote by Proxy?
Any shareholder giving a Proxy has the power to revoke it at any time before it is voted at the Annual Meeting by the giving of another Proxy by mail bearing a later date or thereafter voting by phone or the Internet or providing written notification of the revocation to the Corporate Secretary, Legal Department, Crawford & Company, 5335 Triangle Parkway, Peachtree Corners, Georgia 30092. Shareholders who are present at the Annual Meeting will have the opportunity to revoke their Proxy and vote in person if they so desire.
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What if I return my Proxy but do not provide voting instructions?
If you properly execute and return your Proxy but do not indicate any voting instructions with respect to one or more matters to be voted upon at the Annual Meeting, your shares will be voted in accordance with the recommendation of the Board of Directors as to all such matters.
Specifically, your shares will be voted FOR the election of all director nominees, FOR the approval of amendments to the Crawford & Company Non-Employee Director Stock Plan and the authorization of 1,000,000 additional shares of Class A Common Stock for issuance under the plan, and FOR the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year, and as in the discretion of the persons named as proxies on all other matters that may properly come before the Annual Meeting.
Are voting procedures different if I hold my shares in the name of a broker, bank or other nominee?
If you are a shareholder whose shares are held in “street name” (i.e., in the name of a broker, bank or other record holder), you must either direct the record holder of your shares how to vote your shares or obtain a Proxy, executed in your favor, from the record holder to be able to register using the registration instructions provided above, attend, and vote at the Annual Meeting.
We encourage shareholders who hold shares of Class B Common Stock in street name to provide instructions to that record holder on how to vote those shares. Providing voting instructions ensures that your shares will be voted at the Annual Meeting. If shares are held through a brokerage account, the brokerage firm, under certain circumstances, may vote the shares without instructions from you. On certain “routine” matters, such as the ratification of the appointment of auditors, brokerage firms have authority under NYSE rules to vote their beneficial holders’ shares if the beneficial holders do not provide voting instructions. If a brokerage firm votes a beneficial holder’s shares on a routine matter without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the Annual Meeting and in determining the number of shares voted for or against the routine matter. At the Annual Meeting, the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2024 fiscal year is considered a routine matter.
On “non-routine” matters, if a brokerage firm has not received voting instructions from a beneficial holder, the brokerage firm cannot vote the shares on that proposal, which is considered a “broker non-vote.” Broker non-votes are counted for purposes of establishing a quorum to conduct business at the Annual Meeting, but not for determining the number of shares voted for or against the non-routine matter. At the Annual Meeting, the proposals relating to i) the election of directors and ii) the approval of amendments to the Crawford & Company Non-Employee Director Stock Plan and authorization of 1,000,000 additional shares of Class A Common Stock for issuance under the plan are considered non-routine matters.
How can I obtain a copy of the 2023 Annual Report?
Our Annual Report (Form 10-K), filed with the Securities and Exchange Commission (the “SEC”) is available free of charge upon written request to the Corporate Secretary, Legal Department, Crawford & Company, 5335 Triangle Parkway, Peachtree Corners, Georgia 30092 and on the Company’s website, www.crawco.com under the “Financials” link located under the “Investors” page.
Who is paying the expenses of this solicitation?
The cost of solicitation of proxies will be borne by the Company. To have as large a representation at the Annual Meeting as possible, special solicitation of proxies may, in certain instances, be made personally, or by telephone, electronic mail or by mail by one or more of our officers, employees or directors. We will also reimburse brokers, banks, nominees, or other fiduciaries for the reasonable clerical expenses of forwarding the proxy material to the beneficial owners of the Company’s Class B Common Stock.
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What do I need to attend the Annual Meeting?
Attendance is limited to shareholders of record as of March 15, 2024. You should be prepared to present photo identification for admittance. Please note that cameras, sound or video recording equipment, cellular telephones, or similar electronic devices, large bags, briefcases or packages will not be allowed in the meeting room.
If you are a shareholder of record, your name is subject to verification against the list of shareholders of record on the record date prior to being admitted to the meeting. If you are a beneficial owner and your shares are held through a broker, bank or other nominee, you may also attend our 2024 Annual Meeting if you provide proof of beneficial ownership on the record date, such as your most recent account statement or similar evidence of ownership.
When will the Company announce the voting results?
We will announce the preliminary voting results at the 2024 Annual Meeting. The Company will report the final results on a Current Report on Form 8-K, to be filed with the SEC within four business days following the Annual Meeting.
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PROPOSAL 1 — ELECTION OF DIRECTORS
Nominees and Voting
Except for Fred R. Donner, who was appointed to the Board on November 2, 2023, by the other Directors, each nominee is a current director who was most recently elected by the shareholders at the Company’s previous annual meeting on May 12, 2023. If, at the time of the Annual Meeting, any of the nominees should be unable or unwilling to serve, the persons named in the Proxy (R. Verma, W.B. Swain and T.E. Stevenson) may vote for substitute nominees selected by the Board of Directors or, as an alternative, the Board of Directors could reduce the size of the Board and/or the number of directors to be elected at the Annual Meeting. We have no reason to believe that any of the nominees will be unable or unwilling to serve as a director for his or her full term.
Currently, the Board of Directors is fixed at nine (9) members. In accordance therewith, the Board has nominated the nine (9) persons listed below to be elected as directors, to hold office until the Company’s next annual meeting and until their respective successors are elected and qualified.
Nominee Information
The following gives certain information as to each person nominated by our Board of Directors for election or reelection as a director:
| Dame Inga K. Beale, age 60, was appointed as a member of the Board of Directors on February 11, 2020. Dame Inga is the former Chief Executive Officer of Lloyd’s of London, a position she held from 2014 to 2018 and she was the first female CEO in the global insurance and reinsurance market’s 325-year history. From 2012 to 2013, Dame Inga was the Group CEO at the privately held Lloyd’s insurer Canopius. Prior to this, she served on the Group Management Board of Zurich Insurance Group as the Global Chief Underwriting Officer. Before joining Zurich, Dame Inga served as the Group CEO of Swiss reinsurer Converium, where she spearheaded a company turn around. She previously worked for General Electric’s insurance division for 14 years where she held numerous management roles, including leadership roles in Kansas City, Paris, and Munich. Dame Inga is a Chartered Insurer and studied economics and accounting at Newbury College, Berkshire, England. She currently serves on the board of directors of Willis Towers Watson plc and NN Group NV. She previously served as the non-executive chair of the board for Mediclinic International plc, a private hospital and healthcare group. The Board believes Dame Inga’s array of international insurance carrier experience will positively impact the Company’s strategy moving forward. | |
| Cameron M. Bready, age 52, was appointed as a member of the Board of Directors on September 13, 2022. Mr. Bready is the President and Chief Executive Officer of Global Payments, Inc., a leading payments technology company delivering innovative software and services to our customers globally. From 2019-2023, he served as the company’s President and Chief Operating Officer overseeing the company’s worldwide merchant solutions businesses across North America, Europe, Asia Pacific and Latin America along with worldwide operations, risk management, product and real estate. From 2014 to 2019, he served as the company’s senior executive vice president and chief financial officer and was responsible for global financial operations including finance, treasury, accounting, tax, investor relations, internal audit, corporate development, worldwide operations, global real estate and corporate affairs. Prior to joining Global Payments, he served as executive vice president and chief financial officer for ITC Holdings Corp., a publicly traded electricity transmission utility company. Mr. Bready is a member of the board of directors for Global Payments, Inc. He also serves on the board of trustees of Oglethorpe University and Pace Academy and is a member of the board of directors of the Electronic Transaction Association and the Metro Atlanta Chamber of Commerce. The Board believes Mr. Bready is qualified to serve as a director due to his extensive worldwide business experience as well as his finance and accounting experience. |
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| Jesse C. Crawford, age 75, is the retired Chief Executive Officer of Crawford Media Services, Inc., an Atlanta, Georgia based provider of electronic media services for television, film, and archival clients, which he directed and operated from 2010 through its sale in 2019. Before that he was President and Chief Executive Officer for more than 25 years of Crawford Communications, Inc., a full-service provider of teleproduction services, including audio/video production and post-production, multimedia title design, satellite services, animation and special effects. Mr. Crawford has served as a member of the Board of Directors since April 1986. We believe Mr. Crawford’s significant experience in senior management of a services company with both international and disaster recovery components similar to those of the Company, as well as the significant knowledge base he has acquired by having served as a director of the Company for over thirty-five years and his position as our majority shareholder, qualify him to continue to serve on the Board. Mr. Crawford is the father of Mr. Jesse C. Crawford, Jr., who is also a member of the Board. | |
| Jesse C. Crawford, Jr., age 34, our Non-Executive Chair of the Board, was elected as a member of the Board of Directors on May 12, 2015 and has served as a member of the Board of Directors since May 2015. He is an independent investor. Mr. Crawford, Jr.’s family maintains a controlling interest in the Company, and the Board believes it is appropriate to provide for continuity of the representation of the Crawford family on the Board as a component of the Board’s succession planning strategy. Mr. Crawford, Jr. is the son of Jesse C. Crawford, a member of the Board and the majority shareholder of the Company. | |
Fred R. Donner, age 66, was appointed as a member of the Board of Directors on November 2, 2023. Mr. Donner is retired and most recently, from April 2018 until October 2022, was a Senior Managing Director in the Global Insurance Practice of FTI Consulting, a global consulting firm. From 2009 until his retirement in 2017, Mr. Donner served in several roles for Travelers Insurance Co. From 2014 until 2017 he served as Executive Vice President, Enterprise Risk Management officer and Chief Financial Officer for its Business and International Insurance segment. Mr. Donner served at KPMG for 23 years and became the National Partner-in-charge of the firm’s Insurance Practice. Mr. Donner has served on the Board of Global Indemnity Group, LLC since December of 2022 where he chairs the Enterprise Risk Management Committee and the Nomination, Compensation, and Governance Committee and is a member of the Audit Committee. From May 2020 until December 2022, he served as an independent director of Argo Group International Holding where he chaired the Audit Committee. The Board believes Mr. Donner is qualified to serve as a director due to his extensive knowledge of finance, accounting and the insurance business. |
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| Lisa G. Hannusch, age 60, was elected as a member of the Board of Directors on May 8, 2019. Ms. Hannusch is currently the owner and CEO of Rhino Results, LLC, which she founded in 2017, supporting companies with their strategic directions through consulting engagements and investments in the healthcare, insurance, or other related industries. From 2004 to 2017, Ms. Hannusch was the owner and CEO of UniMed Direct, a medical management software and service company which was purchased by Mitchell International, Inc. in 2017. She currently serves on the advisory boards of Cadence Rx, a PBM company, Bailey Group, a private equity firm, and for Little Tesoros Therapy Services, pediatric therapy clinics. Ms. Hannusch also serves on the National Board of Governors for the Human Rights Campaign. The Board believes that Ms. Hannusch is qualified to serve as a director due to her 30 plus year career including leadership positions within claims services, medical, regulatory, insurance, and technology companies. | |
| Rahul Patel, age 51, was appointed as a member of the Board of Directors on July 31, 2017. Mr. Patel is a partner with the law firm of King & Spalding, where he has been since 1997. At King & Spalding, he is co-head of the firm’s global private equity / M&A group and sits on the firm’s Governing Policy Committee. Mr. Patel was appointed by the Governor of the State of Florida to the University of Florida Board of Trustees where he serves as Vice-Chair. He is also on the board of trustees of the Westminster Schools and on the board of Endeavor Atlanta. The Board believes Mr. Patel is qualified to serve as a director due to his over 25 years of legal experience, especially in mergers and acquisitions and corporate governance. |
| Rohit Verma, age 49, was appointed by the Board as a Director and as Chief Executive Officer on May 15, 2020 and President of the Company on January 1, 2024. Mr. Verma joined the Company in July 2017 as Executive Vice President and Global Chief Operating Officer. Prior to joining the Company, Mr. Verma served as the regional executive for the southern region of Zurich North America, where he was accountable for profitable growth and market execution. During his ten-year tenure at Zurich, Mr. Verma also served in a number of executive management positions across underwriting, finance, strategy and general management. Before joining Zurich, Mr. Verma was a management consultant at McKinsey & Company where he led several engagements with cross-functional teams of strategy, finance and IT. Mr. Verma currently serves on the board of directors for Ameritas and is a a member of the Industry Advisory Board at Northwestern University as well as Georgia Tech. The Board believes that Mr. Verma’s role and knowledge in serving as the Company’s President and Chief Executive Officer, as well as Mr. Verma’s focus on company strategy and growth, business operations, investor relations and client relationships, with an emphasis on technology and innovation, makes him uniquely qualified to serve as a director. | |
| D. Richard Williams, age 67, was appointed as a member of the Board in February 2016. He was the co-chief executive officer of Primerica, Inc., a publicly traded insurance and investments company, from 1999 through March of 2015. He currently serves as the non-executive chair of the board of Primerica, Inc. Mr. Williams also serves on the Board of the Charles Stark Draper Laboratory, Inc., the Atlanta Area Council of the Boy Scouts of America, and the Board of Trustees of the Woodruff Arts Center. He served on the Board of USANA Health Sciences, Inc., a publicly traded direct seller of nutritionals from March 2016 until May 2018. The Board believes Mr. Williams is qualified to serve as a director due to his extensive knowledge of corporate governance matters as well as his significant experience in finance and accounting. |
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Shareholder Vote
Holders of each share of Class B Common Stock may:
| ● | vote FOR the election of the nine (9) nominees for director; |
| ● | withhold authority to vote for one or more of the nominees and vote FOR the remaining nominees; or |
| ● | withhold authority to vote for all nine (9) nominees. |
Election of directors is determined by a plurality of votes. The nine (9) nominees receiving the highest number of affirmative votes will be elected as directors. Cumulative voting is not permitted. Votes withheld and broker non-votes will have no effect on the outcome of the election of directors.
The Board of Directors unanimously recommends a vote FOR each of its nominees for director.
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EXECUTIVE OFFICERS
The following are the names, positions held, and ages of each of the executive officers of the Company:
Name |
| Office |
| Age |
Rohit Verma | President and Chief Executive Officer | 49 | ||
W. Bruce Swain, Jr. | Executive Vice President and Chief Financial Officer | 60 | ||
Larry C. Thomas | Executive Vice President and Global President, Platform Solutions | 64 | ||
Pat Van Bakel | Senior Vice President and President, Loss Adjusting, North America | 52 | ||
Andrew Bart | Executive Vice President and Chief Executive Officer, International Operations | 61 | ||
Benedict Burke | Senior Vice President and Chief Client Officer, Global Client Development | 64 | ||
Anthony P. Belcastro | Senior Vice President, Controller and Chief Accounting Officer | 42 | ||
Michael J. Hoberman | Senior Vice President and President, TPA North America | 63 | ||
Nidhi Verma | Senior Vice President and Chief People & ESG Officer | 51 | ||
Tami E. Stevenson | Senior Vice President, General Counsel and Corporate Secretary | 57 |
Mr. Verma was appointed to his position as Chief Executive Officer on May 15, 2020 and as President effective January 1, 2024. Before his current position, Mr. Verma served as Executive Vice President, Global Chief Operating Officer since July 2017. Prior to joining the Company, Mr. Verma served as the regional executive for the southern region of Zurich North America, where he was accountable for profitable growth and market execution. During his ten-year tenure at Zurich, Mr. Verma also served in several executive management positions across underwriting, finance, strategy and general management. Before joining Zurich, Mr. Verma was a management consultant at McKinsey & Company where he led several engagements with cross-functional teams of strategy, finance and IT.
Mr. Swain was appointed to his present position as Executive Vice President and Chief Financial Officer in October 2006 and from May 2006 served as Senior Vice President and interim Chief Financial Officer of the Company. Prior to that, and from January 2000, he was Senior Vice President and Controller of the Company.
Mr. Thomas was appointed to his present position as Executive Vice President, Global President, Platform Solutions effective January 1, 2021. Prior to that, Mr. Thomas served as Executive Vice President, Global President, Crawford Specialty Solutions effective January 1, 2018, Executive Vice President and CEO, U.S. Services from November 2015 and from January 2015, he was Senior Vice President, CEO, U.S. Property & Casualty.
Mr. Van Bakel was appointed to his position as Senior Vice President and President of Loss Adjusting, North America in January 2021. He was previously the president of Crawford Canada, a role he held since 2013. Mr. Van Bakel joined Crawford in 1998 and has served in several leadership positions within the organization.
Mr. Bart was appointed to the role of Executive Vice President and Chief Executive Officer, International Operations effective January 1, 2022. He previously served as Senior Vice President and President, Loss Adjusting International, President, Global Technical Services and prior to that was President, Asia Pacific. Before moving into Management, Mr. Bart had extensive experience as a loss adjuster handling a wide range of large and complex losses.
Mr. Burke was appointed to the role of Senior Vice President and Chief Client Officer, Global Client Development for the Company in 2016. Throughout his tenure at the Company, Mr. Burke has held multiple roles, including Chief Executive Officer, UK & Ireland and head of Crawford Global Markets. Mr. Burke joined the Company in April 2003 as Managing Director of its UK General Insurance business having previously held the position of Chief Operating Officer, GAB Robins UK.
Mr. Belcastro was appointed to his present position as Senior Vice President, Controller and Chief Accounting Officer on March 18, 2024. He joined the Company on January 1, 2024. Prior to joining Crawford Mr. Belcastro was Vice President, Corporate Controller for WestRock Company since March 2021. Prior to joining WestRock he was Vice President, Controller at ABB Industrial Solutions from July 2018 to March 2021.
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Mr. Hoberman was appointed to his present position as Senior Vice President and President, TPA North America on January 1, 2022. From February 5, 2021, he served as President, Crawford TPA Solutions. Prior to that, he served as Chief Client Officer of Broadspire from January 2016 to February 2021. Mr. Hoberman joined the Company in 2012.
Ms. Verma was appointed to her present position as Senior Vice President and Chief People & ESG Officer in July 2023. From April 2017 through June 2022, she was Vice President, Training, Talent and DEI at the Company. From March 2014 through April 2017, she was Director, Talent Management.
Ms. Stevenson was appointed to her present position as Senior Vice President, General Counsel and Corporate Secretary in June of 2020. Prior to her role as General Counsel, Ms. Stevenson served as deputy general counsel beginning in January of 2019. Ms. Stevenson first joined the Company as counsel for Crawford TPA, Broadspire in 2006.
CORPORATE GOVERNANCE
Director Independence
Our Corporate Governance Guidelines and the listing standards of the NYSE provide that a majority of our directors are required to be independent directors, as in effect from time to time. In addition, our Corporate Governance Guidelines include certain categorical independence standards to assist the Board in determining director independence.
As required by our Corporate Governance Guidelines, the Board of Directors has reviewed and analyzed the relationships of each director nominee with the Company and its management. The purpose of the review was to determine whether any relationships or transactions involving directors, or any of their respective affiliates or immediate family members, were inconsistent with a determination that the director is independent for purposes of serving on the Board and any of its committees.
As a result of this review, the Board has determined, pursuant to the listing standards of the NYSE and our Corporate Governance Guidelines, that all director nominees are independent for purposes of serving on the Board of Directors, except Mr. Verma who is the President and Chief Executive Officer of the Company. In making such determination, the Board also considers any “related party transactions” entered into between the Company and the applicable director or director nominee, regardless of whether such transaction is required to be disclosed pursuant to the rules and regulations of the SEC.
Standing Committees
The Board of Directors has four standing committees: the Executive Committee; the Audit Committee; the Governance Committee; and the Compensation Committee.
The Executive Committee. The Executive Committee currently consists of Mr. Crawford, Jr. as Chair, Ms. Jarrard and Messrs. Crawford, Patel, and Verma as members. The Executive Committee may exercise all the authority of the Board of Directors between its meetings with respect to all matters not specifically reserved by law to the Board of Directors. The Executive Committee held one meeting during 2023.
The Audit Committee. The Audit Committee has adopted and operates under a written charter that is reviewed by the Audit Committee annually and is approved by the Board of Directors. The Audit Committee currently consists of Mr. Donner as Chair, and Ms. Beale, Mr. Bready, Ms. Hannusch, Mr. Ogburn and Mr. Williams as members. Mr. Donner was appointed Chair of the Audit Committee on March 14, 2024. Previously, Mr. Williams served as chair from July 31, 2017, until March 14, 2024. The Board has determined that all the members of the Audit Committee are independent under NYSE listing standards and Rule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). In addition, the Board has determined that Mr. Williams, Mr. Bready and Mr. Donner are “Audit Committee Financial Experts” as defined by Item 407(d) of SEC Regulation S-K. In making such determination, the Board took into consideration, among other things, the express provision in Item 407(d) of SEC Regulation S-K that the determination that a person has the attributes of an audit committee financial expert shall not impose any greater responsibility or
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liability on that person than the responsibility and liability imposed on such person as a member of the Audit Committee and the Board of Directors, nor shall it affect the duties and obligations of other Audit Committee members or the Board.
The Audit Committee has adopted a written charter, approved by our Board of Directors, which is available at www.crawco.com under “Governance Documents” under the “ESG” tab located on the “Investors” page. The Audit Committee oversees the integrity of our financial statements, risks related to our financial reporting process and internal controls, the internal audit function, data privacy and cybersecurity, the independent registered public accounting firm’s qualifications, independence and performance and the Company’s corporate finance matters, including its capital structure. The Audit Committee, as required by the NYSE, discusses with management the Company’s significant financial risk exposures, steps management has taken to monitor, control and report such exposures and our policies with respect to risk assessment and risk management.
The Audit Committee appoints and discharges our independent registered public accounting firm, reviews with the independent registered public accounting firm the audit plan and results of the audit engagement, reviews the scope and results of our internal auditing procedures and the adequacy of our accounting controls, approves professional services provided by the independent registered public accounting firm, reviews the independence of the independent registered public accounting firm and approves the independent registered public accounting firm’s audit and non-audit services and fees.
The Audit Committee also reviews and approves related party transactions in accordance with the Company’s written related party transactions policy. The Company’s related party transactions policy is designed to eliminate conflicts of interest and improper valuation issues, and applies to the Company’s directors, officers, shareholders holding 5% or more of the Company’s stock and family members or controlled affiliates of such persons. For purposes of the Company’s related party transactions policy, a “related party transaction” is a transaction between the Company and any related party, other than transactions generally available to all employees and certain de minimis transactions.
The Audit Committee held nine meetings during 2023.
The Governance Committee. The Governance Committee currently consists of Mr. Patel as Chair, and Messrs. Crawford, and Crawford, Jr., and Ms. Hannusch as members. The Governance Committee operates under a written charter approved by the Board of Directors. Pursuant to that charter, the Governance Committee ensures that management has adopted an enterprise risk management program, and regularly reviews and discusses the program with management and exercises oversight over the compliance and ethics functions receiving regular reports from management with respect to those areas. The Governance Committee advises and makes recommendations to the Board on all matters concerning corporate governance and directorship practices, oversees risks related to our corporate governance, including Board and director performance, director succession and the Company’s Corporate Governance Guidelines and other governance documents and actively identifies, evaluates and recommends director nominees for the Board according to the guidelines stated in its charter, including reviewing candidates recommended by shareholders.
The Governance Committee believes that appropriate candidates should show evidence of leadership in their particular field, have the interest and ability to devote sufficient time to carrying out their respective duties and responsibilities and that the Board as a whole should have diversity of experience (which may, at any one or more times, include differences with respect to personal, educational or professional experience, gender, ethnicity, geographic origin and location and age) and the ability to exercise sound business judgment, possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the Company’s shareholders. Pursuant to our Bylaws, except for persons who hold shares entitled to ten percent or more of the voting power of the Company, no person is eligible for nomination or re-nomination to the Board after such person has reached the age of 72. In selecting directors or director candidates, the Board generally seeks a combination of active or former senior officers of businesses, academics and entrepreneurs whose backgrounds are relevant to the Company’s mission, strategy, operations and other perceived needs.
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The Governance Committee held four meetings during 2023.
The Compensation Committee. The Compensation Committee currently consists of Mr. Ogburn as Chair and Mr. Crawford, Mr. Donner, Ms. Jarrard and Ms. Beale as members. Mr. Donner was appointed to the Committee on March 14, 2024. The Board of Directors has determined that all members of the Compensation Committee are independent under the NYSE listing standards. The Compensation Committee has adopted a written charter, approved by the Board of Directors. The Compensation Committee is primarily responsible for the design and oversight of the Company’s executive compensation policies, plans and practices. The Compensation Committee formulates and approves the salary, equity compensation awards and other compensation payable to the Chief Executive Officer and, upon recommendation of the Chief Executive Officer, salaries, equity compensation awards and other compensation for all other officers of the Company.
A key objective of the Compensation Committee is to ensure that the Company’s overall executive compensation program appropriately links pay to performance and aligns the interests of the Company’s executives with its shareholders, while seeking to encourage an appropriate level of risk-taking behavior consistent with the Company’s long-term strategy. The Compensation Committee also monitors the design and administration of the Company’s overall incentive compensation programs to ensure that they include appropriate safeguards to avoid encouraging unnecessary or excessive risk-taking by Company employees.
The Compensation Committee held six meetings in 2023.
For additional information about the Compensation Committee’s processes and its role, as well as the role of executive officers and compensation consultants in determining executive officer compensation, see “Compensation Discussion and Analysis” below.
Executive Sessions of Independent Directors
Independent directors are required to meet regularly without management participation. During 2023, there were six meetings of independent directors. Ms. Jarrard, as Non-Executive Chair of the Board, presided at five of these meetings and Jesse C. Crawford, Jr., who became Non-Executive Chair of the Board December 6, 2023, presided at one meeting.
Meetings of the Board of Directors and Board Attendance
During 2023, the Board of Directors held five meetings and each of the current directors attended at least seventy-five percent (75%) of the aggregate number of meetings of the Board of Directors and any committees thereof of which such director was a member. The Company encourages all directors to attend each annual meeting. The Company also holds a full Board meeting the same day as the annual meeting to further encourage all directors to attend the annual meeting. All director nominees attended the 2023 annual meeting, which was held in person.
Corporate Governance Guidelines, Committee Charters and Code of Business Conduct
The Company’s Corporate Governance Guidelines, board committee charters and Code of Business Conduct and Ethics are available on its website at www.crawco.com through the “Governance Documents” link under the “ESG” tab on the “Investors” page and are also available without charge in print to any shareholder who makes a request by writing to Corporate Secretary, Legal Department, Crawford & Company, 5335 Triangle Parkway, Peachtree Corners, Georgia 30092.
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Leadership Structure
The Chair of the Board presides at all meetings of the Board and the shareholders and exercises such other powers and duties as the Board may assign him. Generally, the Chair of the Board provides leadership to the Board and works with the Board to define its structure and activities in the fulfillment of its responsibilities. The Company believes that the members of the Board possess considerable and unique knowledge of the challenges and opportunities the Company faces, and therefore are in the best position to evaluate the needs of the Company and how best to organize the capabilities of our directors and executives to meet those needs. As a result, the Company believes that the decisions as to whom should serve as Chair, as President, and as Chief Executive Officer, and whether the offices should be combined or separate, is properly the responsibility of the Board, to be exercised from time to time in appropriate consideration of then-existing facts and circumstances.
Mr. Crawford, Jr. has served as a member of the Board since May 2015 and as Non-Executive Chair of the Board since December 6, 2023. The Board currently believes that, based on the skills and current responsibilities of the various Board members and management as well as the current general economic, business and competitive environment, separation of the chair and chief executive officer roles remains appropriate, as it enhances (i) appropriate oversight of management by the Board, (ii) Board independence, (iii) the accountability to our shareholders by the Board and (iv) our overall leadership structure.
Risk Management
The Company takes a comprehensive approach to risk management and seeks to include risk management principles in all its management processes. This comprehensive approach is reflected in the reporting processes pursuant to which management provides information to the Board to support the Board’s role in oversight, approval and decision-making.
The Board maintains oversight responsibility for the management of the Company’s risks, and closely monitors the information it receives from management to provide oversight and guidance to our management team concerning the assessment and management of risk. The Board approves the Company’s high-level goals, strategies, and policies to set the tone and direction for appropriate levels of risk taking within the business. Our Board also regularly reviews the Company’s enterprise risk management (ERM) program to ensure that an appropriate ERM process is in place.
In addition to these reviews, our executives with responsibility for various business functions provide the Board and its committees with periodic updates regarding the Company’s strategies and objectives, and related risks. Members of management most knowledgeable of relevant issues attend and present at Board meetings to provide additional insight into items being discussed, including risk exposures. Our directors always have access to Company management at all levels to discuss any matters of interest, including those related to risk. The Board and its committees call special meetings from time to time as appropriate to address specific issues.
The Board has delegated oversight for matters involving certain specific areas of risk exposure to its committees, as discussed above. Each committee reports to the Board of Directors at regularly scheduled Board meetings, and more frequently if appropriate, with respect to the matters and risks for which the committee provides oversight.
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Director Compensation
The table below outlines the compensation paid to each of our non-management Directors. The competitiveness of pay elements provided to the Directors are reviewed annually by the Compensation Committee. Market data for the review is provided by the independent compensation consultant retained by the Compensation Committee. For 2023, the annual compensation structure for the Directors consisted of:
Element |
| Value | |
Annual cash retainer (paid quarterly) | $ | 50,000 | |
Restricted share award (granted annually) | $ | 90,000 | |
Board meeting fees (per meeting) | $ | 1,500 | |
Committee meeting fees (per meeting) | $ | 1,500 | |
Audit Committee Chair (paid quarterly) | $ | 25,000 | |
Compensation Committee Chair (paid quarterly) | $ | 15,000 | |
Governance Committee Chair (paid quarterly) | $ | 12,500 | |
Executive Committee Chair (paid quarterly) | $ | 12,000 | |
Chair of the Board (paid quarterly) | $ | 100,000 | |
Restricted share awards granted to Directors in 2023 vested in full on December 31, 2023.
Directors who also serve as employees of the Company do not receive separate compensation for their service on the Board.
The following table provides compensation information for the year ended December 31, 2023, for each non-employee member of our Board of Directors during 2023. See “Summary Compensation Table” for information relating to Mr. Verma’s compensation. Mr. Verma did not receive any additional compensation for serving as a member of our Board of Directors.
Director Compensation Table
|
|
|
| Change in |
|
| |||||||||
Pension | |||||||||||||||
Value and | |||||||||||||||
Fees | Nonqualified | ||||||||||||||
Earned | Stock | Deferred | |||||||||||||
or Paid in | Stock | Option | Compensation | All Other | |||||||||||
Name | Cash | Awards(1) | Awards(1) | Earnings(2) | Compensation | Total | |||||||||
Inga K. Beale | $ | 81,500 | $ | 87,620 |
| — |
| — |
| — | $ | 169,120 | |||
Cameron M. Bready |
| 71,000 |
| 87,620 |
| — |
| — |
| — |
| 158,620 | |||
Jesse C. Crawford |
| 81,500 |
| 87,620 |
| — |
| — |
| — |
| 169,120 | |||
Jesse C. Crawford, Jr. |
| 75,500 |
| 87,620 |
| — |
| — |
| — |
| 163,120 | |||
Fred R. Donner | 11,334 | 14,934 | — | — | — | 26,268 | |||||||||
Lisa G. Hannusch |
| 78,500 |
| 87,620 |
| — |
| — |
| — |
| 166,120 | |||
Michelle E. Jarrard |
| 169,500 |
| 87,620 |
| — |
| — |
| — |
| 257,120 | |||
Charles H. Ogburn |
| 93,500 |
| 87,620 |
| — |
| — |
| — |
| 181,120 | |||
Rahul Patel |
| 79,000 |
| 87,620 |
| — |
| — |
| — |
| 166,620 | |||
D. Richard Williams |
| 97,500 |
| 87,620 |
| — |
| — |
| — |
| 185,120 | |||
| (1) | Represents the grant date fair value of awards calculated in accordance with Accounting Standards Codification Topic 718 Compensation Stock Compensation” (“ASC 718”). See Note 12 of the consolidated financial statements in Item 8 of the Company’s Annual Report regarding assumptions underlying the valuation of equity awards. The stock awards were made pursuant to the terms of the Company’s Non-Employee Director Stock Plan. |
| (2) | Preferential earnings from the Crawford & Company Nonqualified Deferred Compensation Plan for Eligible Employees and Eligible Directors (the “Deferred Compensation Plan”). |
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Stock Ownership Guidelines for Non-Employee Directors
The Compensation Committee has approved stock ownership guidelines with specified equity ownership targets for non-employee members of our Board. Non-employee Board members are required to own shares in the Company equal in value to $200,000 or 25,000 shares for 2023. With the exception of Mr. Bready, who has until September 13, 2024 to achieve his target ownership level and Mr. Donner, who has until November 2, 2025 to achieve his target ownership level, all current non-employee members of the Board are in compliance with the applicable ownership targets.
Communications with our Board; Shareholder Nominees
Individuals may communicate with our Board by sending a letter to the Company’s Governance Committee, P.O. Box 921936, Norcross, Georgia 30010. Your letter will be shared with all members of our Board and may, at the discretion of the Board, be shared with Company management, unless your letter requests otherwise. Communications that are specifically intended for non-employee directors should be addressed to “Chair of the Governance Committee,” Board of Directors, Crawford & Company at this same address.
Any shareholder who certifies that he or she is the continuous record owner of at least one percent (1%) of either class of common stock of the Company for at least one year prior to the submission of a candidate for director and who provides a written statement that he or she intends to continue ownership of the shares through the date of the applicable annual meeting of shareholders may submit a nomination for director for the term beginning on the date of the 2025 annual meeting of shareholders. The candidate must meet the qualifications stated in the Company’s bylaws and, the submission must be made to the Company’s Governance Committee at P.O. Box 921936, Norcross, Georgia 30010, no more than 120 days and no less than 90 days prior to the one-year anniversary date of the 2024 Annual Meeting.
The Governance Committee will review all candidates submitted by shareholders for consideration as director nominees pursuant to its general practices and the guidelines stated in its charter and the Company’s Corporate Governance Guidelines before determining whether to submit any nominee to the full Board for consideration.
CRAWFORD’S EMPLOYEE WELLNESS, ENGAGEMENT AND DEVELOPMENT
Under the charter of the Governance Committee, the Governance Committee has the duty and authority to review corporate governance matters generally, including employee wellness discussed below, and recommend action to management and the Board where appropriate.
Employee Wellness
We believe that offering holistic wellness programs is important in attracting and retaining employees. We provide a variety of comprehensive benefit programs that are designed to support the physical, mental, and financial well-being of our people. Examples of such programs include group healthcare and telemedicine programs; formal wellness programs with fitness challenges and incentives for prioritizing physical exercise and accessing preventive care services; company-paid flu shots; employee assistance programs; company-sponsored retirement savings plans; financial education webinars; tuition assistance; and programs that support work-life balance such as remote work arrangements, flextime, paid-time off, and paid parental leave.
We are committed to helping our employees and their dependents maintain health and wellness by offering a range of benefits. In 2023, we continued to offer all employees a free subscription to the mental wellbeing platform, Headspace. The platform provides a library of articles and exercises on mental health, mindfulness, meditation, and good sleep habits. For U.S. employees, we also offered wellness programs through Virgin Pulse Health, which promotes healthy life choices, and Hinge Health, a solution for chronic joint and muscle pain.
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Employee Engagement
In September 2023, we conducted our annual Employee Pulse survey for all our global workforce to measure their sentiment on our employee experience and culture. Our overall response rate was 73%. Three of the top scoring questions related to the category, “the way we manage” and showed an increase year-over-year. Respondents agreed that managers support their work efforts, hold them accountable for reaching their performance goals, and have a sincere interest in their wellbeing. We believe that our relentless focus on building management capability through leadership development programs has contributed to these results. Interestingly, the category that saw the most positive movement in the past five years is "the way we work together." The highest improvement since 2022 is on the survey question about employees having regular opportunities to connect with those outside their area of work.
In addition, 87% of the respondents consider that they are doing something meaningful in their jobs and understand how their work aligns with our business strategy. Finally, the survey question on empowerment, a core Company value, received an 86% favorability score by the respondents.
Employee Development
Training is not only a core value, but also a key component of our history and heritage. Employee development continued to be a strategic priority in 2023 with the Company offering skill-based training and relevant certifications for all employees. In the U.S., we conducted three sessions of the Residential Property Loss Adjusting course, four sessions of the Commercial Property Loss Adjusting course, three sessions of the Basic Casualty course, and six sessions of the Xactimate course to build skills that increase adjuster performance and success in the field. Through these classes, adjusters were not only exposed to the technical aspect of claims handling but also trained on critical success behaviors such as empathy and customer service – attributes we consider to be core and crucial for becoming a world-class claims professional. Our employees in the U.S. completed 145 designation courses offered by The Institutes, an educational provider for risk management and insurance courses. They achieved 34 designations including Associate in Claims (AIC), Associate in Management (AIM), Associate in Risk Management (ARM), Chartered Property Casualty Underwriter (CPCU) and more. Also, 539 individual courses were completed for Property Technical Certification ("PTC") and 43 PTC certifications were earned. We also trained approximately 2,900 catastrophe adjusters.
In 2023, our managers continued with a global management development program called the Manager Acceleration Program (MAP). The goal of this program is to enhance manager effectiveness by building and refining skills which enable managers to motivate, empower, and lead teams. In this journey, managers experience a blend of courses through online, self-paced and virtual instructor-led environments. The program is delivered by internal training facilitators in partnership with premier educational providers such as LinkedIn Learning and Franklin Covey.
Our focus on leadership development brought 38 individuals together from around the world for the Crawford Emerging Leaders Program, a week-long immersion program which builds leadership and business acumen skills, offers visibility to the Company's global senior management, provides experience working on business-critical projects and enables networking with colleagues from across the globe.
Our proprietary learning platform, KMC OnDemand™ ("KMC") is our source for online training for technical and professional development courses globally. In 2023, Company learners spent approximately 26,000 hours on KMC. We trained over 6,800 unique learners. A wide spectrum of courses on loss adjusting, liability, and workers compensation are also offered to our clients and adjusters across the industry. KMC has a robust catalog of courses that are Continuing Education ("CE") accredited in the U.S. and Canada and we processed 1,930 CE requests this year. In addition, LinkedIn Learning remains a popular learning platform for our employees to build professional skills and stay connected with the latest in leadership, technology, AI, cybersecurity, and a myriad of other business-related topics. In 2023, we added learning paths and curricula for our employees leveraging the platform. We specifically created paths on advanced topics for our managers to cover unique and challenging topics for leading and managing others. Employees worldwide spent 7,980 hours completing approximately 7,600 courses and 143,000 videos on the LinkedIn Learning platform.
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COMPENSATION DISCUSSION AND ANALYSIS
The following discussion and analysis of our compensation philosophy, objectives, policies and practices is focused primarily on our executive officers and includes a detailed discussion of compensation for the following six named executive officers (or “NEO(s)”) during the fiscal year ended December 31, 2023:
Name |
| Office |
Rohit Verma | President and Chief Executive Officer | |
Joseph O. Blanco | Former President | |
W. Bruce Swain, Jr. | Executive Vice President and Chief Financial Officer | |
Andrew Bart | Executive Vice President and Chief Executive Officer — International Operations | |
Larry C. Thomas | Executive Vice President and Global President — Platform Solutions | |
Michael J. Hoberman | Senior Vice President and President, TPA North America |
Overview
The fundamental philosophy of the Compensation Committee with respect to executive compensation is to ensure that our compensation programs will enable us to attract and retain key executives critical to our long-term success, through the establishment of a performance-oriented environment that rewards the achievement of both short- and long-term strategic management goals, with the attendant enhancement of shareholder value. This philosophy is implemented through the core principles of “pay for performance” and aligning management’s interests with our shareholders’ interests to support long-term value creation and to encourage an appropriate level of risk-taking behavior consistent with the Company’s long-term strategy. As a result, a significant portion of our executive officers’ compensation opportunity is “at-risk pay” with actual payments dependent upon Company and individual performance. The Compensation Committee regularly reviews our compensation programs to ensure continued alignment with the underlying philosophy and principles and makes adjustments as appropriate to accomplish these objectives.
For 2023, the Compensation Committee worked with its independent compensation consultant, described in more detail below, to develop and analyze comparative data on executive compensation with a goal of setting and maintaining total executive compensation at levels competitive to compensation paid to executives in similar positions within our comparator companies (described below). In determining this level, the Compensation Committee acknowledged that, as a result of the significant at-risk components of compensation described in more detail elsewhere in this discussion and analysis, actual payouts may be significantly above or below this level based on actual performance when compared to target performance.
In executing its role with respect to compensation matters, the Compensation Committee considers a variety of factors from time to time, including recommendations from executive officers and any compensation consultants, both described below, the recent historical and expected contributions of the individual executive officer, the Company’s historical and expected financial results and shareholder return, cumulative compensation history (to the extent that it impacts pay receivable currently and in the future), internal pay equity and the appropriate level of risk taking, all as described below.
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Among the factors taken into consideration by the Compensation Committee in setting 2023 compensation was the Company’s performance as measured by earnings per share, revenue, operating earnings and operating margin. The Compensation Committee believes that earnings per share is a useful metric in determining certain components of executive compensation because of the strong correlation with the creation of value for shareholders. The Compensation Committee believes that revenue is a useful metric in determining certain components of executive compensation because of the Company’s focus on growth and an increase in revenue is a strong measure of growth. Operating earnings is the primary financial performance measure used by the Company’s senior management to evaluate financial performance and make resource allocation decisions and so the Compensation Committee believes it is a useful metric for purposes of setting components of executive compensation. The Compensation Committee added operating margin to address select areas of the business with historical underperformance in operating margin contribution. The table below shows actual Company-wide revenue, operating earnings, operating margin as well as earnings per share used in 2023. Company-wide revenue, operating earnings and operating margin were used as metrics for determining the Company’s 2023 short-term incentive compensation awards. Cumulative earnings per share (adjusted per the terms of the LTIP plan), as explained in note 2 below, is used as the metric for determining the Company’s 2022-2024 and 2023-2025 long-term incentive performance share unit awards.
| 2023 |
| ||
Revenue before Reimbursements (millions) | $ | 1,226.9 | (1) | |
Operating Earnings (millions) | $ | 86.3 | (1) | |
Operating Margin | 7.0 | % | ||
Earnings Per Share (used for purposes of 2022-2024 LTIP calculation) | $ | 0.80 | (2) | |
Earnings Per Share (used for purposes of 2023-2025 LTIP calculation) | $ | 0.81 | (2) | |
| (1) | Adjusted for foreign exchange impact. |
| (2) | For purpose of calculating 2022-2024 LTIP Performance Share Units (“PSU”), earnings per share of $0.80 (adjusted per the terms of the LTIP plan) will be used to determine whether the three-year cumulative earnings per share target was achieved at the end of 2024. For the 2023-2025 LTIP PSU, earnings per share of $0.81 (adjusted per the terms of the LTIP plan) will be used. For purposes of the 2022 and 2023 PSU awards, “earnings per share” means U.S. GAAP consolidated net income attributable to shareholders of the Company with certain defined exclusions, divided by the weighted average of CRD-A and CRD-B diluted shares outstanding. Net income, for purposes of the 2022 and 2023 PSU awards, excludes any material gains or losses related to: (i) changes in GAAP or application thereof that materially affects performance goals; (ii) changes in tax law, including the impact on deferred tax assets and liabilities; (iii) unanticipated regulatory changes; (iv) any unbudgeted gains or losses attributable to any entity acquired or disposed of during the period; (v) asset impairment charges; (vi) unbudgeted FX gains or losses; (vii) non-service related defined benefit pension cost; and (viii) acquisition related contingent earnout adjustments. |
Elements of Compensation
In the Compensation Committee’s compensation philosophy, there are generally three key elements used in the Company’s executive compensation program: (1) base salary, (2) an annual cash incentive opportunity and (3) equity incentive awards, including a long-term performance-based equity incentive opportunity. In addition, from time to time when circumstances merit an award, the Compensation Committee may make discretionary cash or equity bonus awards.
| Base Salary |
| Annual Cash Incentive |
| Equity Incentives | |
Form of compensation | Cash | Cash | Equity | |||
Type | N/A | Annual Cash Incentive | Time-Vested Restricted Stock | |||
Purpose | Pay for individual job | Incentivize achievement of annual financial and operating goals | Reward creation of shareholder value over a long-term period | |||
Performance | N/A | Revenue Operating Margin | Earnings Per Share |
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Both annual and long-term incentive opportunities are considered at-risk pay. Discretionary bonus awards, if any, may be in the form of cash or equity, and may be granted with or without performance or time-based vesting requirements.
In addition to base salary, annual cash incentives and equity incentives, we typically provide certain other compensation and benefits, such as participation in the Company’s health and welfare or retirement benefit plans generally available to employees, and limited perquisites that we believe are necessary or appropriate in the marketplace to allow us to attract and retain executive talent, but that we do not expect to comprise a material portion of compensation in a year. In addition, our senior executive officers are provided with enhanced life and disability insurance to further support the retention elements of our program.
The Compensation Committee generally does not, and in 2023 did not, follow a precise formula for allocating between these key elements of compensation or in considering whether to grant any discretionary bonus awards, or the type thereof to our executive officers. Each element of compensation generally operates independently of any other and is designed to motivate towards, and reward, a different component of behaviors and results. As a result, except in limited circumstances, the Compensation Committee does not believe that it is appropriate for payment (or lack thereof) of one element in any period to impact payment of any other elements.
The Compensation Committee, however, does review information that compares each element of compensation, both separately and in the aggregate, to amounts paid by comparator companies for executives in similar roles, and believes it appropriate to target each element of compensation near the median, or midpoint, of compensation paid by such companies.
Role of the Compensation Committee and Administration of Compensation
The role of the Compensation Committee, among its other responsibilities, is to:
| ● | annually review the Company’s goals and objectives relative to CEO and other executive officer compensation, including, as the Compensation Committee deems appropriate, consideration of the Company’s performance and relative shareholder return, the value and construct of compensation packages for comparable positions at comparable companies and the cash, equity and other compensation paid to the Company’s executive officers in past years; |
| ● | annually review, evaluate and update, as appropriate, the components of the Company’s executive compensation programs in view of those goals and objectives, and set compensation levels for the Company’s executive officers; |
| ● | annually evaluate the CEO’s and the other executives’ performance in light of established goals and objectives, and approve compensation to be paid with respect to such performance, including certifying the degree of achievement of performance goals under the terms of performance-based compensation programs; |
| ● | review and make recommendations to the Board of Directors regarding the approval and adoption of, and any amendments to, the Company’s compensation plans for executives, including incentive compensation plans and equity-based plans; and |
| ● | in light of the foregoing, consider and, when appropriate, grant cash bonuses, stock options, performance share units, restricted stock and other discretionary awards under the Company’s cash and equity incentive compensation plans. |
As noted above, the Compensation Committee also monitors the design and administration of the Company’s overall incentive compensation programs to ensure that they include appropriate safeguards to avoid encouraging unnecessary or excessive risk taking by Company executives, including our named executive officers.
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Role of Certain Executive Officers in Executive Compensation Matters
Although the Compensation Committee makes the final decisions regarding executive compensation, our executive officers also play a role with respect to the setting and determination of the annual cash portion of executive compensation, including base salary and any annual cash incentive compensation opportunities. Certain executive officers make recommendations to our Compensation Committee with respect to the setting of performance goals for executive officers (other than themselves) under our incentive compensation plans and the assessment of the individual performance of other executive officers who are direct reports to such officers. As a result of regular interaction, the Compensation Committee believes these executive officers are best able to provide appropriate personal insight as to the performance of their direct reports as well as overall performance trends of executives of the Company. Our Compensation Committee relies, in part, on this information in connection with its overall assessment as to the adequacy and appropriateness of executive compensation as well as the compensation programs of the Company as a whole. Our Compensation Committee has the discretion to consider any such recommendations when determining overall executive compensation.
Independent Compensation Consultants
The Compensation Committee’s charter provides for the Compensation Committee to retain and terminate, in its sole discretion, any compensation consultant which assists in the evaluation of director, CEO or other executive compensation. The Compensation Committee has the sole authority to select such consultant and to approve the consultant’s fees and other retention terms. In 2023, the Compensation Committee engaged Pay Governance LLC to advise it on executive, board of directors and general compensation matters for the Company, including a review of the peer group, a review of stock ownership guidelines for executives and directors and assisting with incentive plan design changes. In connection with such advice, Pay Governance LLC provided competitive market intelligence regarding executive officer and director compensation levels in the market, conducted an independent risk assessment of our executive compensation programs and provided an update on trends and developments in executive compensation. Pay Governance LLC does not have a relationship with, nor did it provide any services to, the Company other than the engagement by the Compensation Committee and, taking into account the six compensation consultant independence factors recommended by the SEC to guide companies in determining the independence of compensation consultants, the Compensation Committee concluded that the work of Pay Governance LLC did not raise any conflicts of interest that are required to be disclosed and provides the Compensation Committee with objective and independent compensation advisory services.
Benchmarking
For purposes of benchmarking 2023 compensation levels and target opportunities, compensation of the Company’s executive officers was benchmarked against target compensation for similar positions at a selected comparator group. As noted above, the Compensation Committee targets each element of compensation within a competitive range around the median, or midpoint, of compensation paid by such peer companies. Due to the limited number of direct competitors of the Company that are both publicly traded and in a similar line of business, the Compensation Committee worked with Pay Governance LLC in 2019 to develop a customized benchmarking approach. In 2023, the Compensation Committee continued to use that multi-pronged approach to fully inform the Compensation Committee’s perspective. Where available, three data points were used across the following three categories:
| 1. | General Industry Survey Data (Size-Adjusted using revenue regression or tabular cuts to approximate Company’s annual revenues); and |
| 2. | Customized Business Services Industry Comparator Group; and |
| 3. | Insurance Industry Comparator Group (Companies with market cap between three-quarters to four times). |
Due to volatility in the Customized Business Services Industry Comparator Group, in 2023 the group was moved down on the priority list benchmarking and the Committee relied more heavily on the General Industry Survey Data.
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The Customized Business Services Industry Comparator Group for 2023 was as follows:
Barrett Business Services Inc.
CBIZ, Inc.
CorVel Corporation
Cross Country Healthcare, Inc.
CSG Systems International, Inc.
DWF Group plc
HireRight Holdings Corporation
Kforce Inc.
Resources Connection
Robert Walters plc
StarTek, Inc.
SThree plc
The Business Services Industry Comparator Group was updated in 2023 to remove Exela Technologies, Inc. due to their low market cap relative the other comparators.
Compensation and Risk Management
The Compensation Committee annually evaluates whether our executive compensation programs encourage excessive or unnecessary risk taking. The Compensation Committee believes that our executive compensation philosophy does not encourage excessive or unnecessary risk taking. By dividing our executives’ compensation into base salary, annual cash incentive compensation and long-term equity incentive compensation, the Compensation Committee believes it appropriately weighs the performance-based compensation our executives may earn between short-term and long-term goals. Additionally, both short-term and long-term incentive compensation award opportunities are capped at a set percentage of an executive’s applicable target award, affording protection against disproportionately large incentives. Our long-term equity compensation is paid in the form of opportunities to earn shares of the Company’s Class A Common Stock, and the Compensation Committee may provide that such awards are both earned and vested over time. We believe performance goals coupled with time-based vesting for equity awards further encourages our executives’ sustained focus on the long-term performance of the Company. Further, the adoption of best practice risk mitigating policies like stock ownership guidelines, prohibition on hedging and pledging shares and a clawback policy further moderate potential risks in the incentive plans. In 2023, Pay Governance LLC conducted an independent assessment of potential risks within the Company’s executive incentive plans. After reviewing these results, the Committee concluded that the plans were not likely to motivate inappropriate risk taking and the plans struck the appropriate balance between motivating performance and mitigating risk.
Stock Ownership Guidelines
The Compensation Committee believes long-term incentives, when coupled with our executive stock ownership guidelines, promote appropriate alignment of our executives’ interests with those of the Company’s shareholders. Executives are considered to have achieved the guideline when either of the thresholds, multiple of base salary or number of shares, are achieved. Shares owned outright and time-vested restricted shares/units count toward satisfaction of our guidelines. Unexercised stock options and unearned performance shares/units are not counted as shares owned for purposes of meeting the ownership thresholds. The following table reflects the guidelines:
Multiple | Number | |||
Executive Level | of Base Salary | of Shares | ||
CEO | 3.0x | Or | 300,000 | |
President | 2.5x | Or | 200,000 | |
Executive Vice Presidents | 2.0x | Or | 120,000 | |
Senior Vice Presidents | 1.0x | Or | 45,000 |
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Until the ownership guideline is achieved, the executive is expected to retain at least 75% of the shares received upon exercise of an option or vesting of time-based restricted stock units or performance shares, after payment of exercise price and withholding and payroll taxes. Executives who do not comply with these guidelines will not be permitted to sell or dispose of the Company stock until they reach the required ownership target.
Mr. Hoberman has until December 31, 2024 to achieve his new target ownership. Other than Mr. Hoberman, our named executive officers comply with the stock ownership guidelines.
Prohibition on Hedging and Pledging of Company Stock
The Company has established a policy broadly prohibiting our employees and directors from engaging in any speculative, short-term, or hedging activities (or activities that are designed to hedge) with respect to securities of the Company (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), without exceptions. In addition, members of the Board of Directors and officers may not engage in pledging Company securities as collateral to secure debt or engage in transactions where the Company’s securities are held in a margin account.
Incentive Compensation Recovery (Clawback) Policy
The Compensation Committee adopted, effective July 28, 2023, a revised Executive Compensation Clawback and Recoupment Policy (the “Clawback Policy”) in compliance with Exchange Act Rule 10D and the corresponding NYSE listing standards that apply to the Company’s current and former executive officers. In the event the Company is required to restate its financial statements, the Compensation Committee is authorized to recover “incentive compensation” awarded to current and former executive officers of the Company in accordance with the Clawback Policy.
In addition, regardless of whether there is an accounting restatement, the Compensation Committee may recover incentive compensation if the Board of Directors or Compensation Committee determines in their sole discretion that an officer has engaged in fraud, theft, misappropriation, embezzlement, dishonesty, or other misconduct to the material detriment of the Company. “Incentive compensation” is generally compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. Under the Clawback Policy, the Company may recover the amount of incentive-based compensation received by the executive officer, during an applicable three fiscal year recovery period immediately preceding an accounting restatement trigger date, that exceeds the amount of incentive-based compensation that otherwise would have been received during such period had it been determined based on the relevant restated financial measure. The Compensation Committee has exclusive authority to administer and enforce the provisions of the Clawback Policy. The Company may not indemnify any such executive officer against the loss of such recovery compensation. The Clawback Policy reflects the Company’s culture that emphasizes high standards of integrity.
Components of Compensation
Base Salary
For certain executive officers, including the named executive officers, the Company believes that it is appropriate to enter into written employment agreements with such persons. These agreements typically provide for, among other things, a minimum base salary, which was determined based on negotiations with the applicable person and the Compensation Committee’s overall compensation philosophy discussed above, at the time of hire or the entry into such agreement, as applicable. For additional information on our employment agreements with our named executive officers, see “Employment and Change in Control Arrangements” below.
The Compensation Committee typically re-evaluates the base salary of the CEO on an annual basis. In connection with this evaluation, the Compensation Committee performs an assessment of personal performance during the preceding year, historical and expected contributions to the Company. For both establishing and re-evaluating the base salary of the CEO, the Compensation Committee, with the assistance of its independent compensation consultant, also
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evaluates overall market conditions, both within the Company’s comparator group and otherwise, including competitive market data to see how the CEO’s pay level compares to that of comparable positions at other companies.
Based on a variety of data (including published national surveys, recent and anticipated Company performance, discussions with the Compensation Committee, and other relevant information), the CEO annually considers and recommends to the Compensation Committee any increases in the base salaries of our other named executive officers for the next fiscal year.
The following salary increases were made between 2022 and 2023.
| 2022 Salary |
| 2023 Salary |
| % Change |
| |||
Mr. Verma | $ | 716,250 | $ | 716,250 |
| — | % | ||
Mr. Blanco | 575,000 | 575,000 |
| — | % | ||||
Mr. Swain | 475,000 | 475,000 |
| — | % | ||||
Mr. Bart | 414,144 | 426,768 |
| 3.0 | % | ||||
Mr. Thomas | 474,500 | 474,500 |
| — | % | ||||
Mr. Hoberman | 345,000 | 365,000 |
| 5.8 | % | ||||
Annual Cash Incentive Opportunity
Annual cash incentive award opportunities are intended to align our annual performance and results with the compensation paid to the persons who are most responsible for such performance, and to motivate and reward achievement of operational and strategic business goals. For 2023, the Compensation Committee approved award opportunities for our executive officers, including our named executive officers. These awards were granted under the Company’s short-term incentive plan (“STIP”), a component of the Crawford & Company 2016 Management Team Incentive Compensation Plan (the “Management Team Incentive Compensation Plan”). Under the STIP, each participating executive officer is provided advance goals that can, from year to year, include corporate, segment and individual targets, weighted appropriately for the executive’s position in the Company. Award payout eligibility generally requires, among other things, continued employment through the date of the actual payout. Due to the Company’s significant international operations and the fact that it reports its consolidated financial results in U.S. dollars, annual performance metrics are adjusted to eliminate the impact of any movements in exchange rates so that individuals do not benefit from or are not negatively impacted by the movement in exchange rates. Accordingly, the actual results disclosed in this discussion may not be consistent with our published results. Final payments pursuant to the STIP are at the discretion of the Compensation Committee.
For each of the named executive officers, the Compensation Committee established threshold, target and maximum award opportunity levels (as a percentage of 2023 annual base salary) for purposes of the STIP after taking into account market-competitive factors and any contractually mandated payout levels contained in applicable employment agreements. The STIP award opportunities (set out as a percentage of each named executive officer’s 2023 annual base salary) were as set out below:
| Threshold Award |
| Target Award |
| Maximum Award | |
Opportunity (as a | Opportunity (as a | Opportunity (as a | ||||
percentage of | percentage of | percentage of | ||||
base salary) | base salary) | base salary) | ||||
Mr. Verma |
| 25.50 | 85.00 | 170.00 | ||
Mr. Blanco |
| 19.50 | 65.00 | 130.00 | ||
Mr. Swain |
| 17.25 | 57.50 | 115.00 | ||
Mr. Bart |
| 17.25 | 57.50 | 115.00 | ||
Mr. Thomas |
| 17.25 | 57.50 | 115.00 | ||
Mr. Hoberman | 15.00 | 50.00 | 100.00 |
For 2023, the Compensation Committee selected performance under the following metrics as the basis for award opportunities, as these metrics are used by management to evaluate and analyze results and the impact on the Company
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of strategic decision making, and which the Compensation Committee considers as important to the Company and representative of the Company’s success in achieving operational and financial improvements:
Metric |
| Weight |
|
Revenue |
| 25 | % |
Operating Earnings |
| 50 | % |
Operating Margin | 25 | % |
Given the Company’s focus on growth, revenue is one of the primary metrics measured for determining the Company’s success in achieving operational and financial objectives under the 2023 plan. Operating earnings is a primary financial performance measure used by the Company’s senior management to evaluate the financial performance of the Company and to make resource allocation decisions. For select segments, operating margin was added to address historical underperformance in operating margin contribution. The Compensation Committee considers revenue, operating earnings and operating margin as appropriate metrics for determining payouts under the STIP instead of net income computed in accordance with generally accepted accounting principles in the United States (“GAAP”), believing operating earnings to be a more accurate performance measure given that operating earnings represent earnings before net corporate interest expense, stock option expense, amortization of acquisition-related intangible assets, goodwill impairment charges, contingent earnout adjustments, reserves on certain income tax assets, income taxes, non-service related defined benefit pension costs and credits, gain or loss on disposal of businesses, and net income or loss attributable to non-controlling interests.
STIP awards were deemed earned for a relevant metric only if actual performance exceeded the specified threshold level. If actual performance did not exceed the threshold level of any metric, no payout was made under that metric. If actual performance equaled target levels, participating executive officers were entitled to 100% of the target STIP award applicable to that metric. If actual performance for one or more metrics was between threshold and target levels, or target and maximum levels, the participating executive officers were entitled to a ratable portion of the STIP award based upon linear formulas.
Goals for each relevant financial metric under the STIP were set at target levels as contained in the Company’s 2023 internal operating plan. Threshold and maximum goals were set at the percentages of the target level. The following table sets forth the 2023 threshold and maximum goals for each relevant financial metric under the STIP:
| Threshold Goal (as a |
| Maximum Goal (as a |
| |
percentage of target) | percentage of target) |
| |||
Revenue |
| 95 | % | 110 | % |
Operating Earnings |
| 90 | % | 115 | % |
Operating Margin | 95 | % | 110 | % |
In addition, a funding threshold was added to the plan which must be met for any STIP payment to be made. The funding threshold required the Company to achieve a minimum of $63,375,000 in operating earnings and $1,043,820,000 in revenue in 2023. Any performance below these thresholds would reduce the total STIP pool available for payout to participants dollar for dollar. These metrics were measured at and applied on a Company-wide and segment specific basis. For all the named executive officers, 100% of their award opportunities were allocated to the achievement of these metrics, based on overall performance.
With respect to the total company revenue portion of the award, the target performance goal was exceeded which resulted in funding of 158%, with respect to the total company operating earnings portion of the award, the threshold performance goal was exceeded which resulted in funding of 114%, and with respect to the total company operating earnings margin portion of the award, 97% of target was achieved which resulted in funding of 52%. Based on the 158% payout achievement on the revenue metric, 114% achievement on the operating earnings metric, and 52% on the operating earnings margin metric, the overall achievement factor was 109% of target for those measured on a total company basis.
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The following tables set forth the applicable threshold, target and maximum performance goals, and actual performance, for the corporate-wide metrics in 2023 which applied to Mr. Verma, Mr. Blanco and Mr. Swain.
Corporate |
| Threshold |
| Target |
| Maximum |
| Actual |
| ||||
Revenue | $ | 1,101,810 | $ | 1,159,800 | $ | 1,275,780 | $ | 1,226,864 | (1) | ||||
Operating Earnings | $ | 76,050 | $ | 84,500 | $ | 97,175 | $ | 86,291 | (1) | ||||
Operating Margin (2) | 6.9 | % | 7.3 | % | 7.6 | % | 7.0 | % | |||||
| (1) | Adjusted for foreign exchange impact. |
| (2) | The operating margin performance goals for Messrs. Bart, Thomas and Hoberman were specific to their Business Unit responsibilities. Their revenue and operating earnings goals were consistent with those used for the Corporate-wide plan. |
Based on this 2023 performance, the actual STIP payouts approved by the Compensation Committee for the NEOs are set forth below.
| Actual Award |
| Actual Award |
| ||
| (in dollars) |
| (as a percentage of target) |
| ||
Mr. Verma | $ | 661,686.00 | 108.7 | % | ||
Mr. Blanco | 406,209.00 | 108.7 | % | |||
Mr. Swain |
| 296,845.00 |
| 108.7 | % | |
Mr. Bart |
| 350,109.00 |
| 146.2 | % | |
Mr. Thomas |
| 285,725.00 |
| 104.7 | % | |
Mr. Hoberman |
| 252,141.00 |
| 146.2 | % | |
Long-Term Incentive Opportunity for 2023
The Compensation Committee designed the Company’s long-term incentive compensation program with a goal of incentivizing management towards creating long-term shareholder value. For 2023, long-term incentive plan (“LTIP”) award opportunities were granted to our NEOs under the terms of the Crawford & Company 2016 Omnibus Stock and Incentive Plan (the “Omnibus Stock Plan”), and, if earned, were payable in shares of the Company’s Class A Common Stock or cash, based on the executive’s election at the time of grant. Final payments pursuant to LTIP awards are at the discretion of the Compensation Committee.
The 2023 LTIP awards were based on a target award value, 50% of which were granted as performance cash or performance share units conditioned on Company performance, described below (the “Performance Award”), and 50% of which were granted as time vested cash or restricted stock units which vest ratably over three years based on the continued employment of the executive (the “Time Vested Award”). The target value and breakout by award vehicle for each named executive officer are set forth below.
|
| Performance | Time Vested | ||||||
| Target Value ($) |
| Vested Award 50% |
| Award 50% | ||||
Mr. Verma | $ | 950,000 | $ | 475,000 | $ | 475,000 | |||
Mr. Blanco | 750,000 | 375,000 | 375,000 | ||||||
Mr. Swain |
| 500,000 |
| 250,000 |
| 250,000 | |||
Mr. Bart |
| 500,000 |
| 250,000 |
| 250,000 | |||
Mr. Thomas |
| 500,000 |
| 250,000 |
| 250,000 | |||
Mr. Hoberman |
| 350,000 |
| 175,000 | 175,000 | ||||
For 2023, Mr. Verma elected to receive 100% of his LTIP awards in share units.
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The Performance Awards are earned based on 2023-2025 cumulative earnings per share. The Compensation Committee selected earnings per share as the financial metric for determining payouts under the Performance Awards due to its correlation with the creation of value for shareholders. If the Company’s 2023-2025 cumulative earnings per share is at least $2.37, 30% of the award of performance share units will be earned. If the Company’s 2023-2025 cumulative earnings per share is at least $2.64, up to $2.78, the “target” level, 100% of the award of performance share units will be earned. If the Company’s 2023-2025 cumulative earnings per share is $3.05 or greater, 200% of the award of performance share units will be earned. The percentage of performance share units earned will be adjusted ratably for cumulative earnings per share between $2.37 and $2.64 as well as $2.78 and $3.05 but the target payment would be constant at 100% for cumulative earnings per share between $2.64 and $2.78. None of these performance share units will be earned if cumulative earnings per share are less than $2.37. For purposes of calculating earnings per share under the Performance Awards, certain additional adjustments are made to the earnings per share reported by the Company. See note 2 to the table set forth under ‘‘Overview’’ above.
Shares Earned from the 2021 to 2023 Performance Vested Awards
The Company’s earnings per share performance for the 2021-2023 award was below the threshold level resulting in no shares being earned from the 2021 Performance Award. The Compensation Committee certified no payout for the 2021-2023 Performance Award period.
Other Elements of Compensation
Based on market competitive practices and internal factors, the Compensation Committee believes that it is appropriate that our executive officers be eligible to participate in other compensation plans offered to our employees. Mr. Swain and Mr. Thomas participate in a noncontributory qualified retirement plan that was frozen as of December 31, 2002. All U.S. based named executive officers are also eligible to participate in a qualified 401(k) plan (the “401(k) Plan”) and a nonqualified supplemental executive retirement plan. Our executive officers are also offered the opportunity to participate in a similar nonqualified deferred compensation plan. Benefits under the qualified and nonqualified retirement plans are not directly tied to Company performance. The Company also provides life insurance benefits, disability insurance benefits, and automobile allowances for certain executives, including the named executive officers, as noted in the Summary Compensation Table, below. Our named executive officers are also party to employment arrangements that provide severance and change-in-control protection.
Tax and Accounting Considerations; Deductibility of Executive Compensation
In evaluating compensation program alternatives, the Compensation Committee has considered the potential impact on our Company of Section 162(m) of the Internal Revenue Code. Section 162(m) generally disallows a tax deduction to public corporations for compensation over $1 million paid for any fiscal year to their chief executive officer and certain other named executive officers (“Covered Employees”). An exemption from the $1 million deduction limit for performance-based compensation was generally repealed by the Tax Cuts and Jobs Act in 2017. While the previously available exemption is generally no longer available, in making its compensation decisions for our Covered Employees, the Compensation Committee endeavors to focus on performance-based components of executive compensation, while retaining maximum flexibility in designing compensation programs that are in the best interests of our Company and our shareholders, even if that approach may result in payments which are not deductible under Section 162(m).
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SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
Summary Compensation Table
The following tables provide information concerning compensation paid to, or accrued by the Company for, our named executive officers at December 31, 2023.
| Change in |
|
| ||||||||||||||||||||||
Pension | |||||||||||||||||||||||||
value and | |||||||||||||||||||||||||
Non-Equity | Nonqualified | ||||||||||||||||||||||||
Incentive | Deferred | All | |||||||||||||||||||||||
Stock | Option | Plan | Compensation | Other | |||||||||||||||||||||
|
| Salary | Bonus |
| Awards |
| Awards | Compensation | Earnings | Compensation | |||||||||||||||
Name and Principal Position | Year | ($) |
| ($) | ($)(1) | ($)(1) |
| ($)(2) |
| ($)(3) |
| ($)(4) |
| Total ($) | |||||||||||
R. Verma | 2023 | $ | 716,250 | — | $ | 866,316 | — | $ | 661,686 | $ | 49,947 | $ | 60,326 | $ | 2,354,525 | ||||||||||
President and | 2022 | 716,250 | — | 868,784 | — | 294,711 | 24,076 | 35,300 | 1,939,121 | ||||||||||||||||
Chief Executive Officer |
| 2021 |
| 715,615 |
| — |
| 887,514 | — |
| 638,675 |
| 17,881 |
| 228,054 |
| 2,487,739 | ||||||||
J. O. Blanco |
| 2023 |
| $ | 575,000 | — |
| $ | 683,937 | — |
| $ | 406,209 | $ | 11,924 | $ | 44,228 | $ | 1,721,298 | ||||||
Former President |
| 2022 |
|
| 575,000 | — |
|
| 685,886 |
| — |
|
| 180,923 |
| 5,045 |
| 33,632 |
| 1,480,486 | |||||
| 2021 |
|
| 575,144 | — |
|
| 700,680 | — |
|
| 392,082 |
| 1,989 |
| 30,756 |
| 1,700,651 | |||||||
W.B. Swain |
| 2023 |
| $ | 475,000 | — |
| $ | 455,954 | — |
| $ | 296,845 | $ | 45,490 | $ | 37,400 | $ | 1,310,689 | ||||||
Executive Vice President, |
| 2022 |
|
| 475,000 | — |
|
| 457,253 |
| — |
|
| 146,904 |
| 0 | (6) |
| 31,114 |
| 1,110,271 | ||||
Chief Financial Officer |
| 2021 |
|
| 457,600 | — |
|
| 467,109 | — |
|
| 276,026 |
| 10,045 |
| 36,463 |
| 1,247,243 | ||||||
A. J. Bart(5) |
| 2023 |
| $ | 416,563 | — |
| $ | 455,954 | — |
| $ | 350,109 | — | $ | 149,113 | $ | 1,371,739 | |||||||
Chief Executive Officer − | 2022 | 410,020 | — | 457,253 | — | 121,218 | — | 150,020 | 1,138,511 | ||||||||||||||||
International Operations | 2021 | — | — | — | — | — | — | — | — | ||||||||||||||||
L.C. Thomas |
| 2023 |
| $ | 474,500 | — |
| $ | 455,954 | — |
| $ | 285,725 | $ | 36,354 | $ | 38,023 | $ | 1,290,556 | ||||||
Executive Vice President; |
| 2022 |
|
| 474,500 | — |
|
| 457,253 |
| — |
|
| 146,749 |
| 0 | (6) |
| 33,981 |
| 1,112,483 | ||||
Global President − Platform Solutions |
| 2021 |
|
| 474,258 | — |
|
| 467,109 | — |
|
| 286,220 |
| 0 | (6) |
| 35,808 |
| 1,263,395 | |||||
M.J. Hoberman | 2023 | $ | 359,615 | — | $ | 331,728 | — | $ | 252,141 | $ | 3,763 | $ | 55,203 | $ | 1,002,450 | ||||||||||
Senior Vice President; | 2022 | 339,807 | — | 331,772 | — | 88,747 | — | 230,994 | 991,320 | ||||||||||||||||
President, TPA North America | 2021 | 324,000 | — | 390,105 | — | 173,093 | 984 | 392,039 | 1,280,221 | ||||||||||||||||
| (1) | The values of equity-based awards in this column represent the grant date fair value of the awards in accordance with ASC 718. However, pursuant to SEC rules these values are not reduced by an estimate for the probability of forfeiture. See Note 11 of the consolidated financial statements in Item 8 of the Company’s Annual Report regarding assumptions underlying the valuation of equity awards. The amounts disclosed here include payout, at Target performance, for our Performance Share Units. See the Grants of Plan-Based Awards table for the range of potential payouts under the Performance Share Units. |
| (2) | See the section “Compensation Discussion and Analysis” for a discussion of how these amounts were calculated. |
| (3) | Represents the following amounts for 2023: (i) Mr. Swain: $37,791 preferential earnings from the Deferred Compensation Plan and $7,699 actuarial increase in pension value; (ii), Mr. Verma and Mr. Blanco: $49,947 and $11,924 respectively, preferential earnings from the Deferred Compensation Plan; and (iii) Mr. Thomas: $37,554 preferential earnings from the Deferred Compensation Plan and ($1,200) actuarial decrease in pension value. |
| (4) | Represents the following amounts for 2023: (i) Mr. Verma: a $31,498 Company contribution to the Deferred Compensation Plan; a $9,900 Company contribution to the 401(k) Plan; $3,047 in premium payments on term life insurance; $5 gift card; and $15,876 on a company car; (ii) Mr. Blanco: $19,863 Company contribution to the Deferred Compensation Plan; a $9,900 Company contribution to the 401(k) Plan; $2,460 in premium payments on term life insurance; $5 gift card; and $12,000 on a company car; (iii) Mr. Swain: a $11,958 Company contribution to the Deferred Compensation Plan; a $9,900 Company contribution to the 401(k) Plan; $4,471 in premium payments on term life insurance; $5 gift card; and $11,066 on a company car; (iv) Mr. Bart: a $32,944 contribution to pension costs; a $16,419 private travel allocation; a $77,095 payment for housing and incremental living expenses; $3,132 in premium payments on life insurance; and $19,523 for a company car allowance; and (v) Mr. Thomas: a $10,825 Company contribution to the Deferred Compensation Plan; a $9,900 Company contribution to the 401(k) Plan; |
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| $5,499 in premium payments on term life insurance; $5 gift card; and $11,794 on a company car; (vi) Mr. Hoberman: $26,817 for sales commission; a $13,288 Company contribution to the Deferred Compensation Plan; a $9,900 Company contribution to the 401(k) Plan; $1,980 in premium payments on term life insurance; $5 gift card; and $3,213 on a company car. |
| (5) | Mr. Bart became a named executive officer in 2022. Compensation for Mr. Bart is paid in British pounds sterling and converted to U.S. dollars using the average exchange rate in effect for each particular year. Amounts are determined based on payments in the fiscal year of the Company, and not the fiscal year of the Company’s international subsidiaries, which may differ from the fiscal year of the Company. |
| (6) | The 2022 change in pension value less preferential earnings from the Deferred Compensation Plan for Mr. Swain was ($49,302) and the 2021 and 2022 change in pension value less preferential earnings from the Deferred Compensation Plan for Mr. Thomas was ($26,687) and ($121,044), respectively. |
Grants of Plan-Based Awards
The Company maintains the Omnibus Stock Plan under which awards of performance share units, restricted stock or stock options may be granted to specified employees of the Company. The Omnibus Stock Plan was adopted at the Company’s 2016 annual meeting of shareholders, and effective May 11, 2016. Non-equity incentive plan cash awards are paid pursuant to the Company’s STIP. The following table sets forth certain information with respect to awards granted during or for the fiscal year ended December 31, 2023, to each of our named executive officers. All equity awards are payable in shares of Class A Common Stock.
All | All | Grant | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
| Other |
| Other |
|
| Date | |||||||||||
Stock | Option | Fair | |||||||||||||||||||||||
Awards: | Awards: | Exercise | Value | ||||||||||||||||||||||
Estimated Possible | Estimated Possible | Number of | Number of | or Base | of Stock | ||||||||||||||||||||
Payouts Under Non-Equity | Payouts Under Equity | Shares of | Securities | Price of | and | ||||||||||||||||||||
Incentive Awards(1) | Incentive Plan Awards(2) | Stock | Underlying | Option | Option | ||||||||||||||||||||
|
| Minimum |
| Target |
| Maximum |
| Threshold |
| Target |
| Maximum |
| Units |
| Options |
| Awards |
| Awards | |||||
Name and Position | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | (#) | ($) | ($)(3) | ||||||||||||||
R. Verma | 2/8/2023 | $ | 0 | $ | 608,813 | $ | 1,217,626 | 23,246 | 77,488 | 154,976 | 77,488 | — | — | 866,316 | |||||||||||
J. O. Blanco | 2/8/2023 | 0 | 373,750 | 747,500 | 18,353 | 61,175 | 122,350 | 61,175 | — | — | 683,937 | ||||||||||||||
W. B. Swain | 2/8/2023 | 0 | 273,125 | 546,250 | 12,235 | 40,783 | 81,566 | 40,783 | — | — | 455,954 | ||||||||||||||
A. J. Bart | 2/8/2023 | 0 | 239,524 | 479,048 | 12,235 | 40,783 | 81,566 | 40,783 | — | — | 455,954 | ||||||||||||||
L. C. Thomas | 2/8/2023 | 0 | 272,838 | 545,676 | 12,235 | 40,783 | 81,566 | 40,783 | — | — | 455,954 | ||||||||||||||
M. J. Hoberman | 2/8/2023 | 0 | 172,500 | 345,000 | 8,564 | 28,548 | 57,096 | 28,548 | — | — | 331,728 | ||||||||||||||
| (1) | Amounts represent the potential payout of awards granted under the STIP. These awards were granted subject to the attainment of certain performance targets. The performance targets and target award multiples for determining the payout are described under “Compensation Discussion and Analysis Annual Cash Incentive Opportunity.” Actual amounts paid under the STIP to the named executive officers are reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. |
| (2) | Represents the potential number of performance share units payable under the LTIP. These awards are subject to the attainment of certain performance targets. The performance targets and target award multiples for determining the payout are described under “Compensation Discussion and Analysis Long-Term Incentive Opportunity.” |
| (3) | The grant date fair value of awards granted under the LTIP to the named executive officers was determined as reported in the Summary Compensation Table under the “Stock Awards” column. |
29
Outstanding Equity Awards at December 31, 2023
The following table sets forth certain information with respect to outstanding equity awards at December 31, 2023 of each of our named executive officers. All equity awards are payable in shares of Class A Common Stock.
Option Awards | Stock Awards | |||||||||||||||||||
Equity | ||||||||||||||||||||
Incentive | ||||||||||||||||||||
Equity | Plan | |||||||||||||||||||
Incentive | Awards: | |||||||||||||||||||
Plan | Market or | |||||||||||||||||||
Equity | Awards: | Payout | ||||||||||||||||||
Incentive | Market | Number of | Value of | |||||||||||||||||
Plan Awards: | Number | Value of | Unearned | Unearned | ||||||||||||||||
Number of | of Shares | Shares or | Shares, | Shares, | ||||||||||||||||
Number of | Number of | Securities | or Units | Units of | Units or | Units or | ||||||||||||||
Securities | Securities | Underlying | of Stock | Stock | Other | Other | ||||||||||||||
Underlying | Underlying | Unexercised | Option | That | That | Rights That | Rights | |||||||||||||
Unexercised | Unexercised | Unearned | Exercise | Option | Have Not | Have Not | Have Not | That Have | ||||||||||||
Options (#) | Options (#) | Options | Price | Expiration | Vested | Vested | Vested | Not Vested | ||||||||||||
Name |
| Exercisable |
| Unexercisable |
| (#) |
| ($) |
| Date |
| (#) |
| ($) |
| (#) |
| ($) | ||
R. Verma | 39,611 | — | — | $ | 8.60 | 2/07/2028 | — | — | — | — | ||||||||||
58,320 | — | — | 9.70 | 2/11/2029 | — | — | — | — | ||||||||||||
63,479 | — | — | 9.01 | 2/10/2030 | — | — | — | — | ||||||||||||
13,369 | — | — | 5.58 | 5/14/2030 | — | — | — | — | ||||||||||||
— | — | — | — | — | — | — | 61,053 | (1) | $ | 804,679 | ||||||||||
— | — | — | — | — | — | — | 20,759 | (2) | 273,604 | |||||||||||
— | — | — | — | — | — | — | 77,488 | (3) | 1,021,292 | |||||||||||
— | — | — | — | — | — | — | 51,917 | (4) | 684,266 | |||||||||||
J. O. Blanco |
| — |
| — |
| — | — |
| — |
| — |
| — |
| — |
| — | |||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 48,200 | (1) | $ | 635,276 | ||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 16,388 | (2) | 215,994 | |||
— |
| — |
| — |
| — |
| — |
| — |
| — | 61,175 | (3) | 806,287 | |||||
— |
| — |
| — |
| — |
| — |
| — |
| — | 40,988 | (4) | 540,222 | |||||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | — | ||||
W. B. Swain |
| 35,919 |
| — |
| — | $ | 9.22 |
| 2/08/2027 |
| — |
| — |
| — |
| — | ||
| 36,010 |
| — |
| — |
| 8.60 |
| 2/07/2028 |
| — |
| — |
| — |
| — | |||
| 38,880 |
| — |
| — |
| 9.70 |
| 2/11/2029 |
| — |
| — |
| — |
| — | |||
| 42,319 | — | — |
| 9.01 |
| 2/10/2030 |
| — |
| — |
| — |
| — | |||||
| — | — |
| — |
| — |
| — |
| — |
| — |
| 32,133 | (1) | $ | 423,513 | |||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 10,926 | (2) | 144,005 | |||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 40,783 | (3) | 537,520 | |||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 27,325 | (4) | 360,144 | |||
A. J. Bart |
| 15,000 |
| — |
| — | $ | 6.52 |
| 5/11/2026 |
| — |
| — |
| — |
| — | ||
| 17,959 |
| — |
| — |
| 9.22 |
| 2/08/2027 |
| — |
| — |
| — |
| — | |||
| 18,005 |
| — |
| — |
| 8.60 |
| 2/07/2028 |
| — |
| — |
| — |
| — | |||
| 19,440 |
| — |
| — |
| 9.70 |
| 2/11/2029 |
| — |
| — |
| — |
| — | |||
| 21,160 | — | — |
| 9.01 |
| 2/10/2030 |
| — |
| — |
| — |
| — | |||||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 32,133 | (1) | $ | 423,513 | ||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 10,926 | (2) | 144,005 | |||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 40,783 | (3) | 537,520 | |||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 27,325 | (4) | 360,144 | |||
L. C. Thomas |
| 35,919 |
| — |
| — | $ | 9.22 |
| 2/08/2027 |
| — |
| — |
| — |
| — | ||
| 36,010 |
| — |
| — | 8.60 |
| 2/07/2028 |
| — |
| — |
| — |
| — | ||||
| 38,880 |
| — |
| — |
| 9.70 |
| 2/11/2029 |
| — |
| — |
| — |
| — | |||
| 42,316 | — |
| — |
| 9.01 |
| 2/10/2030 |
| — |
| — |
| — |
| — | ||||
| — | — | — |
| — |
| — |
| — |
| — |
| — |
| — | |||||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 32,133 | (1) | $ | 423,513 | ||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 10,926 | (2) | 144,005 | |||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 40,783 | (3) | 537,520 | |||
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| 27,325 | (4) | 360,144 | |||
M. J. Hoberman | — |
| — |
| — |
| — |
| — |
| — |
| — | — |
| — | ||||
— |
| — |
| — |
| — |
| — |
| — |
| — | 22,493 | (1) | $ | 296,458 | ||||
— |
| — |
| — |
| — |
| — |
| — |
| — | 28,548 | (3) | 376,263 | |||||
| (1) | Shares vest 100% on December 31, 2024. |
30
| (2) | Shares vested 33% on December 31, 2022 and December 31, 2023 and vest 34% on December 31, 2024. |
| (3) | Shares vest 100% on December 31, 2025. |
| (4) | Shares vested 33% on December 31, 2023 and December 31, 2024 and vest 34% on December 31, 2025. |
Option Exercises and Stock Vested
The following table provides information concerning stock awards vested during the most recent fiscal year with respect to the named executive officers. All such awards were exercised for shares of Class A Common Stock.
| Option Awards |
|
| Stock Awards |
| ||||
Number of | Number of | ||||||||
Shares | Shares | ||||||||
Acquired | Value Realized | Acquired | Value Realized | ||||||
on Exercise | on Exercise | on Vesting | on Vesting | ||||||
Name |
| (#) |
| ($) |
| (#) |
| ($) | |
R. Verma | — | — | 64,028 | $ | 843,889 | ||||
J. O. Blanco | 158,449 | $ | 782,067 | 50,548 | 666,223 | ||||
W. B. Swain | — | — | 33,697 | 444,126 | |||||
A. J. Bart | — | — | 30,806 | 406,023 | |||||
L. C. Thomas |
| 14,500 |
| 117,450 |
| 33,697 |
| 444,126 | |
M. J. Hoberman |
| — |
| — |
| — | — | ||
Pension Benefits at December 31, 2023
The Company maintains a non-contributory retirement plan, the Crawford & Company Retirement Plan (the “Retirement Plan”), for the benefit of substantially all of the U.S. employees of the Company who were employed on or before December 31, 2002. The Retirement Plan provides for annual retirement benefits at a normal retirement age of 65 (the “Normal Retirement Age”) equal to 2% of the participant’s total compensation (as defined in the Retirement Plan) for all credited years of service under the Plan. The benefits are not affected by Social Security benefits payable to the participant; however, they are actuarially reduced for retirements before the Normal Retirement Age or if the retiree selects benefits other than an individual life-time annuity. Of our named executive officers, Messrs. Swain and Thomas participate in the Retirement Plan. Effective December 31, 2002, accruals under the Retirement Plan were frozen. The following table provides information concerning the pension benefits as of December 31, 2023 with respect to the named executive officers.
|
|
| Present |
| |||||
Years of | Value of | Payments | |||||||
Credited | Accumulated | During Last | |||||||
Service | Benefits | Fiscal Year | |||||||
Name |
| Plan Name |
| (#) |
| ($) |
| ($) | |
R. Verma | — | — | — | — | |||||
J. O. Blanco |
| — |
| — |
| — |
| — | |
W. B. Swain |
| Crawford & Company Retirement Plan |
| 10 | $ | 260,505 |
| — | |
A. J. Bart |
| — |
| — |
| — |
| — | |
L. C. Thomas |
| Crawford & Company Retirement Plan |
| 18 |
| 459,578 |
| — | |
M. J. Hoberman |
| — |
| — |
| — |
| — | |
31
Nonqualified Deferred Compensation
The Company maintains an unfunded Supplemental Executive Retirement Plan (“SERP”) for certain executive officers to provide benefits that would otherwise be payable under the Retirement Plan and/or 401(k) Plan but for limitations placed on covered compensation and benefits thereunder pursuant to the Internal Revenue Code. The SERP currently allows the Company, if it elects to make a discretionary contribution to the 401(k) Plan for eligible employees, to also make an additional SERP matching contribution to the SERP for participants in the SERP. The Company may also make contributions to the Deferred Compensation Plan to make up for benefits not provided under the 401(k) Plan because of limitations on individual contributions to the 401(k) Plan. The following table provides information concerning the nonqualified deferred compensation with respect to the named executive officers.
|
|
|
|
| |||||||||||
Executive | Company’s | Aggregate | Aggregate | Aggregate | |||||||||||
Contributions | Contributions | Earnings | Withdrawals/ | Balance at | |||||||||||
in LastFY | in Last FY | in Last FY | Distributions | Last FYE | |||||||||||
Name |
| ($)(1) |
| ($)(2) |
| ($) |
| ($) |
| ($) | |||||
R. Verma | — | $ | 31,498 | $ | 49,947 | — | $ | 893,429 | |||||||
J.O. Blanco | — | 19,863 | 11,924 |
| — | 216,508 | |||||||||
W.B. Swain | $ | 76,881 | 11,958 | 37,791 | $ | 105,902 | 703,850 | ||||||||
A. J. Bart | — | — | — |
| — | — | |||||||||
L.C. Thomas | — | 10,825 | 37,554 |
| — | 668,404 | |||||||||
M.J. Hoberman | — | — | — |
| — | — | |||||||||
| (1) | These amounts were also included in “Salary” for 2023 in the Summary Compensation Table. |
| (2) | These amounts were also reported in “All Other Compensation” in the “Summary Compensation Table” in the Registrant’s Proxy Statement for its 2023 annual meeting. |
32
EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
The Company is party to agreements with its named executive officers that contain provisions regarding employment and payments upon a change in control. In addition, the Company maintains various benefit plans that provide for accelerated vesting in the event of a termination of employment, including in connection with a change in control. These agreements and plans are summarized below.
Employment and Severance Agreements
Mr. Verma
On April 23, 2020, the Company entered into an Executive Employment Agreement appointing Mr. Verma as Chief Executive Officer effective May 15, 2020. In exchange for such service, Mr. Verma is entitled to an annual salary of $675,000 which was increased to $700,000 effective January 1, 2021 and subject to periodic review and increase by the Board.
Mr. Verma is entitled to an annual cash incentive opportunity under the Company’s STIP, or any successor plan(s), with a current target award of not less than 85% of his annual base salary, and a maximum award opportunity of 170% of his annual base salary. Mr. Verma is eligible to participate in the LTIP. Mr. Verma’s “target” LTIP award for 2020 was adjusted to $850,000 effective with the change of title and duties and was increased to $900,000 effective January 1, 2021. Mr. Verma’s “target” LTIP award is subject to periodic review by the Board. Both short-term and long-term award opportunities, including amounts and metrics, will be determined by the Compensation Committee.
If Mr. Verma is terminated without cause (as defined by his employment agreement) or following a change of control of the Company, Mr. Verma will be entitled to 18 months of his then-current salary plus a pro rata cash bonus for the year of his termination. Any such payments will be conditioned on Mr. Verma entering into a separate agreement with the Company, which agreement will contain a general release of the Company and covenants restricting competition, solicitation of clients and solicitation of employees following his departure.
Mr. Swain
On October 29, 2020, the Company amended the Executive Employment Agreement (“Amendment”) with Mr. Swain. Pursuant to the Amendment, Mr. Swain is entitled to an annual base salary of at least $457,600, subject to periodic review and increase by the Company’s President and Chief Executive Officer, and Mr. Swain is eligible to participate in the STIP and the LTIP. In addition, Mr. Swain is eligible to participate in all executive-level employee benefit plans and programs, including the provision of a Company car and payment of life insurance premiums.
In the event that Mr. Swain’s employment is terminated for reasons other than cause, (as defined by his employment agreement), or in the event of a “change-in-control” of the Company, which term is subject to the determination of the Company’s President and Chief Executive Officer, Mr. Swain will be entitled to receive: (i) eighteen months of his then-current base salary and (ii) the pro-rata amount of any bonus which would have been earned for the year in which he is terminated, provided all applicable performance conditions are met. Any payments to be made in the event of a termination without cause or in the event of a change-in-control under the agreement are subject to Mr. Swain entering into a general release of claims and executing non-competition and non-disclosure covenants in favor of the Company, among other things.
In connection with entering into the agreement, Mr. Swain also entered into a confidentiality and non-solicitation agreement in the Company’s favor. The confidentiality and non-solicitation agreement requires Mr. Swain to comply with confidentiality, non-competition, non-disclosure and non-solicitation covenants during the term of the agreement and for specified periods after the termination of his employment.
33
Mr. Thomas
On October 28, 2020, the Company amended the Executive Employment Agreement (“Amendment”) with Mr. Thomas. Pursuant to the Amendment, Mr. Thomas is entitled to an annual base salary of $463,500, subject to periodic review and increase by the Company’s President and Chief Executive Officer, and Mr. Thomas is eligible to participate in the STIP and the LTIP. In addition, Mr. Thomas is eligible to participate in all executive-level employee benefit plans and programs, including the provision of a Company car and payment of life insurance premiums.
If Mr. Thomas’s employment is terminated for reasons other than cause (as defined by his employment agreement) or in the event of a “change-in-control” of the Company, which term is subject to the determination of the Company’s President and Chief Executive Officer, Mr. Thomas will be entitled to receive a lump sum amount equal to 12 months of his then-current base salary. Any payments to be made in the event of a termination without cause or in the event of a change-in-control under the agreement are subject to Mr. Thomas entering into a general release of claims and executing non-competition and non-disclosure covenants in favor of the Company, among other things.
In connection with entering into the agreement, Mr. Thomas also entered into a confidentiality and non-solicitation agreement in the Company’s favor. The confidentiality and non-solicitation agreement requires Mr. Thomas to comply with confidentiality, non-competition, non-disclosure and non-solicitation covenants during the term of the agreement and for specified periods after the termination of his employment.
Mr. Bart
On March 16, 2021, the Company entered into a UK Executive Contract of Employment (“Agreement”) with Mr. Bart. Pursuant to the Agreement, Mr. Bart was entitled to an annual base salary of £325,000, subject to periodic review and increase by the Company’s President and Chief Executive Officer, and Mr. Bart is eligible to participate in the STIP and the LTIP. Mr. Bart’s salary was increased to £335,000 on January 1, 2023 with his promotion to CEO —International Operations and he was eligible to receive increased STIP and LTIP awards. In addition, Mr. Bart is eligible to participate in all executive-level employee benefit plans and programs, including the provision of a Company car and payment of pension and life and health benefit insurance premiums.
The Agreement is terminable by either party with twelve (12) months written notice. At its discretion, the Company may terminate Mr. Bart’s employment at any time (including prior to the expiration of the twelve (12) month notice period) and, subject to certain exceptions, pay Mr. Bart a sum equal to the amount of his base salary at the time of the termination for the unexpired twelve (12) month notice period, together with an additional amount equal to the fair value of any other contractual benefits to which he is entitled under the Agreement. During the notice period, the Company, at its discretion, may relieve him from all or a portion of his working obligations for the remainder of the notice period; however, he will continue to be entitled to his base salary and benefits under his Agreement until expiration of the notice period.
The Agreement also contains provisions requiring Mr. Bart to comply with confidentiality, non-competition, non-disclosure, and non-solicitation covenants during the term of the Agreement and for up to twelve (12) months after the termination of his employment.
Mr. Hoberman
On February 6, 2021, the Company amended the Executive Employment Agreement (“Amendment”) with Mr. Hoberman. Pursuant to the Amendment, Mr. Hoberman is entitled to an annual base salary of $330,000, subject to periodic review and increase by the Company’s President and Chief Executive Officer, and Mr. Hoberman is eligible to participate in the STIP and the LTIP. In addition, Mr. Hoberman is eligible to participate in all executive-level employee benefit plans and programs, including the provision of a Company car and payment of life insurance premiums.
If Mr. Hoberman’s employment is terminated for reasons other than cause (as defined by his employment agreement) or in the event of a “change-in-control” of the Company, which term is subject to the determination of the Company’s President and Chief Executive Officer, Mr. Hoberman will be entitled to receive a lump sum amount equal
34
to 12 months of his then-current base salary. Any payments to be made in the event of a termination without cause or in the event of a change-in-control under the agreement are subject to Mr. Hoberman entering into a general release of claims and executing non-competition and non-disclosure covenants in favor of the Company, among other things.
In connection with entering into the agreement, Mr. Hoberman also entered into a confidentiality and non-solicitation agreement in the Company’s favor. The confidentiality and non-solicitation agreement requires Mr. Hoberman to comply with confidentiality, non-competition, non-disclosure and non-solicitation covenants during the term of the agreement and for specified periods after the termination of his employment.
Equity Incentive Plans and Awards
Awards issued under the Omnibus Stock Plan are subject to vesting conditions described in related award agreements. Unvested, earned LTIP awards issued under the Company’s Omnibus Stock Plan are subject to accelerated vesting in the event of an executive’s termination of employment as a result of death, disability, retirement or separation from service in connection with a change-in-control of the Company. In the event of such an executive’s termination of employment as a result of death, disability or retirement, the executive’s unvested earned performance awards will continue to vest as if the executive had remained employed by the Company. In the event of such an executive’s termination of employment in connection with a change-in-control of the Company, the executive’s unvested earned performance awards will vest on a pro-rata basis (based on the elapsed time of the vesting period) as of the date of such change-in-control.
Pension and Other Benefits
Upon retirement or other termination of employment, certain executive officers are entitled to pension and other retirement benefits under the Retirement Plan and SERP. See “Executive Compensation Pension Benefits” for information about the pension and other retirement benefits payable to the named executive officers under the Retirement Plan and SERP. In addition, upon termination of employment due to disability, our executives are entitled to disability benefits under Company sponsored disability plans.
Termination and Change-in-Control Tables for 2023
The following table summarizes the compensation and other benefits that would have become payable to certain of our named executive officers assuming their employment had terminated on December 31, 2023. In addition, the table also summarizes the compensation that would become payable to these named executive officers assuming that a change in control of the Company had occurred on December 31, 2023. With respect to Mr. Blanco, who resigned from his position as President as of December 31, 2023, the compensation disclosed below was actually paid to Mr. Blanco for earned STIP and time vested LTIP per the terms of his employment agreement.
In reviewing these tables, please note the following:
| ● | Cash severance in connection with a change in control or a termination without cause without a change in control is paid over time, consistent with the current payroll process. |
| ● | Life insurance benefits payable upon death represent the death benefit payable to the named executive officer’s beneficiaries by the life insurance company. |
| ● | Disability benefits reflect benefits payable to the employee by the plan provider resulting from a qualified illness or injury as defined in the plan. |
| ● | No payment value was ascribed to presently vested and exercisable equity incentive awards, as such awards are not impacted by a separation from service or change in control. |
| ● | All parties complied with any required notice provisions in the applicable agreement. |
35
| ● | Each of the named executive officers complied with all restrictive and other covenants applicable to such officer. |
| ● | Performance stock awards subject to achievement of performance goals are included on a pro rata basis at 100% achievement of Company performance of that target as provided in the applicable agreements in the event of a change of control and termination without cause. Time vested stock awards will vest at 100% on the date of the change in control. |
| Termination in |
|
| Termination |
|
| ||||||||
Connection with a | Termination | for Good | ||||||||||||
Benefits and Payments | Change in Control | Without Cause | Reason | Death | Disability | |||||||||
R. Verma |
|
|
|
|
|
|
|
|
|
| ||||
Cash Severance | $ | 1,736,061 | $ | 1,736,061 |
| — |
| — |
| — | ||||
Stock Awards | $ | 1,825,984 | $ | 1,825,984 |
| — |
| — |
| — | ||||
Life Insurance |
| — |
| — |
| — | $ | 2,400,000 |
| — | ||||
Disability Benefits |
| — |
| — |
| — |
| — | $ | 750,000 | ||||
COBRA Benefit | $ | 1,084 | $ | 1,084 |
| — |
| — |
| — | ||||
Total | $ | 3,563,129 | $ | 3,563,129 |
| — | $ | 2,400,000 | $ | 750,000 | ||||
J O. Blanco |
|
|
|
|
|
|
|
|
|
| ||||
Earned STIP (1) | — | $ | 406,209 |
| — |
| — |
| — | |||||
Stock Awards (1) | — | $ | 749,863 |
| — |
| — |
| — | |||||
Life Insurance |
| — |
| — |
| — | — |
| — | |||||
Disability Benefits |
| — |
| — |
| — | — | — | ||||||
COBRA Benefit | — | $ | — |
| — | — | — | |||||||
Total | — | $ | 1,156,072 |
| — | — | — | |||||||
W.B. Swain |
|
|
|
|
|
|
|
|
|
| ||||
Cash Severance | $ | 1,009,345 | $ | 1,009,345 |
| — |
| — |
| — | ||||
Stock Awards | $ | 961,050 | $ | 961,050 |
| — |
| — |
| — | ||||
Life Insurance |
| — |
| — |
| — | $ | 1,132,000 |
| — | ||||
Disability Benefits |
| — |
| — |
| — |
| — | $ | 562,800 | ||||
COBRA Benefit | $ | 22,338 | $ | 22,338 |
| — |
| — |
| — | ||||
Total | $ | 1,992,733 | $ | 1,992,733 |
| — | $ | 1,132,000 | $ | 562,800 | ||||
A. J. Bart |
|
|
|
|
|
|
|
|
|
| ||||
Cash Severance | $ | 766,672 | $ | 766,672 |
| — |
| — |
| — | ||||
Stock Awards | $ | 961,050 | $ | 961,050 |
| — |
| — |
| — | ||||
Life Insurance |
| — |
| — |
| — | $ | 1,707,008 |
| — | ||||
Disability Benefits |
| — |
| — |
| — |
| — | $ | 256,051 | ||||
COBRA Benefit |
| — |
| — |
| — |
| — |
| — | ||||
Total | $ | 1,727,722 | $ | 1,727,722 |
| — | $ | 1,707,008 | $ | 256,051 | ||||
L. C. Thomas |
|
|
|
|
|
|
|
|
|
| ||||
Cash Severance | $ | 760,225 | $ | 760,225 |
| — |
| — |
| — | ||||
Stock Awards | $ | 961,050 | $ | 961,050 |
| — |
| — |
| — | ||||
Life Insurance |
| — |
| — |
| — | $ | 1,227,000 |
| — | ||||
Disability Benefits |
| — |
| — |
| — |
| — | $ | 570,600 | ||||
COBRA Benefit | $ | 15,839 | $ | 15,839 |
| — |
| — |
| — | ||||
Total | $ | 1,737,114 | $ | 1,737,114 |
| — | $ | 1,227,000 | $ | 570,600 | ||||
M. J. Hoberman |
|
|
|
|
|
|
|
|
|
| ||||
Cash Severance | $ | 617,141 | $ | 617,141 |
| — |
| — |
| — | ||||
Stock Awards | $ | 496,593 | $ | 496,593 |
| — |
| — |
| — | ||||
Life Insurance |
| — |
| — |
| — | $ | 300,000 |
| — | ||||
Disability Benefits |
| — |
| — |
| — |
| — | $ | 410,628 | ||||
COBRA Benefit | $ | 22,338 | $ | 22,338 |
| — |
| — |
| — | ||||
Total | $ | 1,136,072 | $ | 1,136,072 |
| — | $ | 300,000 | $ | 410,628 | ||||
| (1) | With respect to Mr. Blanco, who resigned from his position as President as of December 31, 2023, the compensation disclosed was actually paid to Mr. Blanco for earned STIP and time vested LTIP per the terms of his employment agreement. |
36
CEO PAY RATIO
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Verma our CEO:
For 2023, our last completed fiscal year:
| ● | the annual total compensation of our median employee was $53,208; |
| ● | the annual total compensation of our CEO was $2,354,525. |
Based on this information, for 2023, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 44 to 1.
SEC rules allow a registrant to use the same median employee for comparison purposes for up to three years unless there has been a change in the registrant’s employee population or compensation arrangements that the registrant reasonably believes would result in a significant change in the disclosure. We have concluded that there has not been a change in our employee population or compensation arrangements that would cause us to reasonably believe that there would be a significant change in the disclosure. Therefore, for purposes of CEO Pay Ratio disclosure for the 2023 fiscal year herein, we are comparing the 2023 total compensation for our median employee that we identified for the 2022 CEO Pay Ratio disclosure, against the 2023 total compensation of our CEO.
With respect to the annual total compensation of our median employee, we identified and calculated the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $53,208.
Below is a description of the methodology and the material assumptions, adjustments and estimates that we used to identify our median employee. We believe that this information is useful to put into context the ratio comparing the annual total compensation of the median employee in our Company with the annual total compensation of our CEO.
We determined that, as of December 31, 2021, our employee population consisted of approximately 8,720 individuals working at the Company and our consolidated subsidiaries. Given our global business, our workforce is distributed among several countries and regions. Of those, approximately 40.7% of these employees are located in the United States.
As of December 31, 2021, our employee population was distributed as follows (all numbers approximate):
Location |
| Employees |
United States |
| 3,552 |
Canada |
| 928 |
United Kingdom |
| 1,418 |
Europe and Middle East |
| 737 |
Australia |
| 420 |
Philippines |
| 810 |
Asia Pacific |
| 251 |
Latin America |
| 604 |
Total |
| 8,720 |
37
Given our multiple payroll systems and the differing fiscal years of our Company and its subsidiaries, to identify our median employee we measured compensation using the 12-month period ending December 31, 2022. Our compensation programs vary from region to region and among our various consolidated subsidiaries in each region, from country to country. Our employees are compensated on either a salaried basis or an hourly basis. In addition, some employees receive commissions or bonuses. We included salary or hourly wages, as applicable, as well any bonuses or commissions earned for 2021 (irrespective of whether such amounts were paid in 2021, or 2022) in our measurement.
Our workforce includes several part-time employees and temporary employees. In making our determination of the median employee, we did not annualize the compensation of part-time employees, temporary employees, or employees who were hired in 2022 but did not work for us or our consolidated subsidiaries for the entire fiscal year. In certain regions employees are paid based on a 13-month year, which was included in compensation for purposes of the determination of the median employee. We also did not make any cost-of-living adjustments in identifying the median employee. For purposes of this disclosure, we applied foreign currency to U.S. dollar exchange rates using the rate of exchange of each applicable currency as of December 31, 2021. Based on that analysis, we determined that our median employee was a full-time, hourly employee located in the United States.
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
We are required by SEC rules to disclose the following information regarding compensation paid to our NEOs. The amounts set forth below under the headings “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid for NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Notes 3, 4 and 6 below set forth the adjustments from the Total Compensation for each NEO reported in the Summary Compensation Table above. The following table sets forth additional compensation information of our Chief Executive Officer (CEO) and our non-CEO NEOs along with total shareholder return, net income (loss) attributable to shareholders, and operating earnings results for fiscal years 2020, 2021, 2022 and 2023.
Value of Initial Fixed $100 | |||||||||||||||||||||||||||||
Investment Based on:(9) | |||||||||||||||||||||||||||||
|
|
|
|
| Average |
|
|
|
| Net |
| ||||||||||||||||||
Summary | Compensation | Summary | Average | Peer | Income | ||||||||||||||||||||||||
Summary | Compensation | Compensation | Actually | Compensation | Compensation | Total | Group | (Loss) | |||||||||||||||||||||
Compensation | Table Total | Actually Paid | Paid to | Table Total | Actually | Shareholder | Total | Attributable to | Operating | ||||||||||||||||||||
Table Total for | for Former | to Current | Former | for Non-CEO | Paid to | Return | Shareholder | Shareholders | Earnings | ||||||||||||||||||||
Year | Current CEO(1) | CEO(2) | CEO(3) | CEO(4) | NEOs(5) | Non-CEO NEOs(6) | Class A/B | Return(7) | (in thousands) | (in thousands)(8) | |||||||||||||||||||
2023 | $ | | $ | — | $ | | $ | — | $ | | $ | | $ | $ | | $ | | $ | | ||||||||||
2022 | $ | |
| — | $ | |
| — | $ | | $ | | $ | $ | | $ | ( | $ | | ||||||||||
2021 | $ | |
| — | $ | |
| — | $ | | $ | | $ | $ | | $ | | $ | | ||||||||||
2020 | $ | | $ | | $ | | $ | | $ | | $ | | $ | $ | | $ | | $ | | ||||||||||
| (1) | The dollar amounts reported in this column are the amounts of total compensation reported for |
| (2) | The dollar amounts reported in this column are the amounts of total compensation as reported in the Crawford & Company 2021 Proxy Statement for Mr. Agadi, our former Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). |
| (3) | The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Mr. Verma as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Verma during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Verma’s total compensation for each year to determine the compensation actually paid: |
38
Adjustments to Determine Compensation Actually Paid for Current CEO:
Current CEO: |
| 2023 | 2022 |
| 2021 |
| 2020 | |||||
SCT Total Compensation | $ | | $ | | $ | | $ | | ||||
Less: Stock and Option Award Values Reported in SCT for the Fiscal Year | ( |
| ( |
| ( |
| ( | |||||
Plus: Fair Value for Stock and Option Awards Granted and Vested in the Fiscal Year | |
| |
| |
| | |||||
Change in Fair Value for Stock and Option Awards Granted in Prior Years and Vested in Fiscal Year | |
| ( |
| |
| ( | |||||
Fair Value at Fiscal Year-End of Outstanding and Unvested Stock and Option Awards Granted in Fiscal Year | |
| |
| |
| | |||||
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | |
| ( |
| |
| ( | |||||
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | — |
| ( |
| — |
| ( | |||||
Compensation Actually Paid | $ | | $ | | $ | | $ | | ||||
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of the grant date. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based restricted share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year-end and as of the date of vest. Time-vested restricted unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each date of vest.
| (4) | The dollar amounts reported in this column represent the amount of “Compensation Actually Paid” to Mr. Agadi as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Agadi during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Agadi’s total compensation for each year to determine the compensation actually paid using the same methodology described in Note 3: |
Adjustments to Determine Compensation Actually Paid for Former CEO:
Former CEO: |
| 2023 | 2022 |
| 2021 |
| 2020 | ||
SCT Total Compensation | — | — | — | $ | | ||||
Less: Stock and Option Award Values Reported in SCT for the Covered Year | — | — | — |
| ( | ||||
Plus: Fair Value for Stock and Option Awards Granted and Vested in the Fiscal Year | — | — | — |
| | ||||
Change in Fair Value for Stock and Option Awards Granted in Prior Years and Vested in Fiscal Year | — | — | — |
| ( | ||||
Fair Value at Fiscal Year-End of Outstanding and Unvested Stock and Option Awards Granted in Fiscal Year | — | — | — |
| | ||||
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | — | — | — |
| ( | ||||
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | — | — | — |
| ( | ||||
Compensation Actually Paid | — | — | — | $ | | ||||
| (5) | The dollar amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Messrs. Bart, Blanco, Swain |
39
| Hoberman and Thomas; (ii) for 2022, Messrs. Bart, Blanco, Swain and Thomas (iii) for 2021, Messrs. Blanco, Hoberman, Swain and Thomas; and (iv) for 2020, Ms. Lisenbey, Messrs. Blanco, Swain and Thomas. |
| (6) | The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding our CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding our CEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 3: |
Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs:
Average Compensation |
| 2023 | 2022 |
| 2021 |
| 2020 | |||||
SCT Total Compensation | $ | | $ | | $ | | $ | | ||||
Less: Stock and Option Award Values Reported in SCT for the Covered Year | ( |
| ( |
| ( |
| ( | |||||
Plus: Fair Value for Stock and Option Awards Granted and Vested in the Fiscal Year | |
| |
| |
| | |||||
Change in Fair Value for Stock and Option Awards Granted in Prior Years and Vested in Fiscal Year | |
| ( |
| |
| ( | |||||
Fair Value at Fiscal Year-End of Outstanding and Unvested Stock and Option Awards Granted in Fiscal Year | |
| |
| |
| | |||||
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | |
| ( |
| |
| ( | |||||
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | ( |
| ( |
| — |
| ( | |||||
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | ( |
| — |
| — |
| ( | |||||
Compensation Actually Paid | $ | | $ | | $ | | $ | | ||||
| (7) | The peer group used for this purpose is S&P Property-Casualty Insurance Index. |
| (8) | We have determined that |
| (9) | Total Shareholder Return data for 2020, 2021, and 2022 originally included in the 2023 Proxy Statement has been corrected in the table below. |
40
The following chart provides a graphical representation of the Compensation Actually Paid to the current CEO and Average Non-CEO NEO’s as compared to the Company’s total shareholder return. Former CEO data was excluded as it is not meaningful.
The following chart provides a graphical representation of the Compensation Actually Paid to the current CEO and Average Non-CEO NEO’s as compared to the Company’s Net Income (Loss). Former CEO data was excluded as it is not meaningful.
41
The following chart provides a graphical representation of the Compensation Actually Paid to the current CEO and Average Non-CEO NEO’s as compared to the Company’s Operating Earnings. Former CEO data was excluded as it is not meaningful.
The following chart provides a graphical representation of the Company’s five-year cumulative TSR versus our industry peer group, the S&P 500 Property-Casualty Insurance Index.
42
Most Important Performance Measures
The table below lists our most important performance measures used to link “Compensation Actually Paid” for our NEOs to Company performance, over the fiscal year ending December 31, 2023. The performance measures included in this table are not ranked by relative importance.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Company’s executive compensation programs are administered by the Compensation Committee. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
CHARLES H. OGBURN, CHAIR
INGA K. BEALE
JESSE C. CRAWFORD
FRED R. DONNER
MICHELLE E. JARRARD
43
STOCK OWNERSHIP INFORMATION
Security Ownership of Management
The following table sets forth information, as of March 15, 2024, as to shares of Class A and Class B Common Stock beneficially owned by each current director, director nominee, each of the named executive officers, and all current directors and executive officers as a group. As of March 15, 2024, there were 29,627,842 shares of Class A Common Stock and 19,554,538 shares of Class B Common Stock outstanding.
Amount and Nature of | Percent of Total |
| |||||||
Beneficial Ownership(1) | Shares Outstanding(2) |
| |||||||
Name |
| Class A |
| Class B |
| Class A |
| Class B |
|
Inga K. Beale |
| 52,747 |
| — |
| — |
| — | |
Cameron M. Bready |
| 26,743 |
| — |
| — | — | ||
Jesse C. Crawford(3) |
| 10,750,245 |
| 12,956,597 |
| 36.3 | % | 66.3 | % |
Jesse C. Crawford, Jr.(4) |
| 1,498,141 |
| 49,238 |
| 5.1 |
| — | |
Fred R. Donner |
| 8,630 |
| — |
| — |
| — | |
Lisa G. Hannusch |
| 62,758 |
| — |
| — |
| — | |
Michelle E. Jarrard |
| 93,287 |
| — |
| — |
| — | |
Charles H. Ogburn(5) |
| 486,655 |
| 1,000 |
| 1.6 |
| — | |
Rahul Patel(6) |
| 91,475 |
| — |
| — |
| — | |
D. Richard Williams |
| 96,759 |
| — |
| — |
| — | |
Rohit Verma(7) |
| 446,631 |
| 8,000 |
| 1.5 |
| — | |
W. Bruce Swain(8) |
| 465,390 |
| 1,000 |
| 1.6 |
| — | |
Larry C. Thomas(8) |
| 374,355 |
| 73 |
| 1.3 |
| — | |
Andrew Bart(9) |
| 221,625 |
| — |
| — |
| — | |
Michael J. Hoberman |
| 6,676 |
| — |
| — |
| — | |
All current executive officers and directors as a group (20 persons)(10) |
| 15,024,023 |
| 13,015,908 |
| 50.7 | % | 66.6 | % |
| (1) | Except as otherwise indicated in the following notes, the persons possessed sole voting and dispositive power with respect to all shares set forth opposite their names. |
| (2) | Except where a percentage is specified, the person’s ownership represents less than 1% of the outstanding shares. Shares not outstanding which are subject to options exercisable within sixty (60) days by a named individual or persons in the group are deemed to be outstanding for the purposes of computing percentage ownership of outstanding shares owned by such individual or the group. |
| (3) | The shares of Class A Common Stock shown as beneficially owned by Mr. Crawford include 9,845 shares held in trust for his son over which he has sole voting and shared dispositive power, 1,822,335 shares held by Rex Holdings, LLC over which he has sole voting and dispositive power, 1,827,665 shares held by Keepers, LLC over which he has sole voting and dispositive powers, 929,700 shares held in the 2012 Family Trust over which his wife is trustee, but he has indirect dispositive power pursuant to a substitution power in the trust and an unaffiliated bank has the power to add charities as beneficiaries of the trust and distribute shares to any such charities, 288,840 shares held in an irrevocable trust over which his wife is trustee, 54,864 shares held in a family trust over which Mr. Crawford has sole voting and dispositive power as trustee, and 379,921 shares owned by Crawford Partners, L.P. (“Partners”). Mr. Crawford holds 100% of the membership units of Liverpool II, LLC (“Liverpool”), which is the general partner of Partners; Mr. Crawford is also the chief executive officer of Liverpool. Each of Partners and Liverpool report sole voting and dispositive power over 379,921 shares. The address of each of Liverpool and Partners is 3028 Andrews Drive NW, Atlanta, GA 30305. See Note 1 to the table set forth under “Security Ownership of Certain Beneficial Owners” below with respect to the Class B Common Stock. |
| (4) | Does not include 298,685 shares of Class A Common Stock held in trusts where he is the beneficiary, but over which he has no voting or dispositive power. |
44
| (5) | The shares shown as beneficially owned by Mr. Ogburn include 22,451 shares of Class A Common Stock held in an account in his spouse’s name over which he shares voting and dispositive power. |
| (6) | The shares shown as beneficially owned by Mr. Patel include 12,000 shares of Class A Common Stock held in an account in his spouse’s name over which he has no voting or dispositive power. |
| (7) | Includes 174,779 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 15, 2024. |
| (8) | Includes 153,128 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 15, 2024. |
| (9) | Includes 91,564 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 15, 2024. |
| (10) | Includes 961,996 shares of Class A Common Stock as to which voting or dispositive power is shared and 725,727 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March 15, 2024. |
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information concerning each person (including any “group” as the term is used in Section 13(d)(3) of the Securities Exchange Act) known to the Company to be the “beneficial owner”, as such term is defined by the rules of the SEC, of more than 5% of the outstanding shares of the Company’s Class B Common Stock as of March 15, 2024.
| Amount and Nature of |
| Percentage of Class B |
| |
Name and Address | Beneficial Ownership | Shares Outstanding |
| ||
Jesse C. Crawford | 12,956,597 | (1) | 66.3 | % | |
Crawford Media Services, Inc. | |||||
6 West Druid Hills Drive, N.E. | |||||
Atlanta, Georgia 30329 | |||||
The Vanguard Group |
| 1,030,974 | (2) | 5.2 | % |
100 Vanguard Blvd. | |||||
Malvern, Pennsylvania 19355 | |||||
Truist Financial Corporation | 1,029,205 | (3) | 5.2 | % | |
214 North Tryon Street | |||||
Charlotte, North Carolina 28202 |
|
| (1) | Based on a Schedule 13D/A filed with the SEC by Jesse C. Crawford and Liverpool II, LLC (“Liverpool”) and Crawford Partners, L.P. (“Partners”), entities controlled by Mr. Crawford. Mr. Crawford holds 100% of the membership units of Liverpool, which is the general partner of Partners; Mr. Crawford is also the chief executive officer of Liverpool. According to said Schedule 13D/A, Mr. Crawford directly or indirectly has or can exercise sole voting and dispositive power over the shares. Each of Partners and Liverpool report sole voting and dispositive power over 10,466,931 of the above-reported shares. The address of each of Liverpool and Partners is 3028 Andrews Drive NW, Atlanta, GA 30305. The amount also includes 404,912 shares held in a family trust over which Mr. Crawford has sole voting and dispositive power as trustee. |
| (2) | Based upon a Schedule 13G filed with the SEC by The Vanguard Group on February 13, 2024. According thereto, The Vanguard Group has no voting power with respect to any of the shares, has sole dispositive power with respect to 1,020,001 of the shares and shares dispositive power with respect to 10,973 of the shares. |
| (3) | Based upon a Schedule 13G/A filed with the SEC by Truist Financial Corporation (“Truist Financial”) on February 15, 2023. According thereto, the shares are held by certain subsidiaries of Truist Financial in various fiduciary and agency capacities. Truist Financial has sole voting and dispositive power over all the shares. Truist Financial disclaims any beneficial interest in any such shares. |
45
INFORMATION WITH RESPECT TO CERTAIN BUSINESS RELATIONSHIPS AND
RELATED TRANSACTIONS
The Company did not have any related party transactions in 2023. For information on the Company’s related party transaction policy, please refer to the Audit Committee discussion under “Corporate Governance: Standing Committees,” above.
EQUITY COMPENSATION PLANS
The following table sets forth certain information concerning securities authorized for issuance under equity compensation plans as of December 31, 2023. Only the Company’s Class A Common Stock is authorized for issuance under these plans. All the Company’s equity compensation plans have been approved by the Company’s shareholders.
Number of Securities | ||||||||
Number of Securities to | Remaining Available for | |||||||
be Issued Upon | Weighted-Average | Future Issuance Under | ||||||
Exercise of | Exercise Price of | Equity Compensation | ||||||
Outstanding Options, | Outstanding Options, | Plans (Excluding | ||||||
Warrants, and Rights | Warrants, and Rights | Securities Reflected in | ||||||
Plan Category |
| (a) |
| (b) |
| Column (a)) (c) | ||
Equity Compensation Plans Approved by Security Holders |
| 1,784,938 | (1) | $ | 8.03 | (2) | 10,870,192 | (3) |
Equity Compensation Plans Not Approved by Security Holders |
| — |
| — |
| — |
| |
Total |
| 1,784,938 | $ | 8.03 |
| 10,870,192 |
| |
| (1) | Includes shares issuable pursuant to options under the Company’s stock option plans (1,041,899 shares), the Employee Stock Purchase Plan, as amended (127,692 shares), the International Employee Stock Purchase Plan (3,190 shares) and the U.K. ShareSave Scheme (612,157 shares). |
| (2) | Includes exercise prices for outstanding options under the Company’s stock option plans, the Employee Stock Purchase Plan, International Employee Stock Purchase Plan, and the U.K. ShareSave Scheme. |
| (3) | Represents shares which may be issued under, the Employee Stock Purchase Plan (284,371), the Non-Employee Director Stock Plan (195,182), the U.K. ShareSave Scheme (1,928,358), the Omnibus Incentive Plan (7,554,798) and the International Employee Stock Purchase Plan (907,483). Excludes all shares that were unearned at December 31, 2023. |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s directors and officers, and greater than ten percent (10%) beneficial owners of the Company’s equity securities, to file with the SEC and the NYSE reports of ownership and changes in ownership of such equity securities of the Company. Officers, directors and greater than ten percent (10%) shareholders are required by the SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such reports furnished to the Company or written representations that no other reports are required, the Company believes that, during the year ended December 31, 2023, all of its officers, directors and greater than ten percent beneficial owners timely complied with all applicable filing requirements.
46
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Mr. Ogburn as Chair, Mr. Crawford, Ms. Beale, Mr. Donner and Ms. Jarrard. None of the foregoing individuals are or have been in the past officers or employees of the Company. None of the members of the Compensation Committee serve as members of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Compensation Committee.
PROPOSAL 2 — APPROVAL OF AMENDMENTS TO THE CRAWFORD & COMPANY NON-EMPLOYEE DIRECTOR STOCK PLAN
General
On February 8, 2024, at the recommendation of the Compensation Committee, the Board approved amendments to the Crawford & Company Non-Employee Director Stock Plan (the “Plan”) to (i) change the award limits under the Plan, (ii) extend the terms of the Plan until May 10, 2029, and (iii) increase the number of shares to be issued under the Plan by 1,000,000 shares of Class A Common stock. The Plan was initially adopted by the Board of Directors, and approved by the Company’s shareholders, effective May 5, 2009, and amended in 2016 and 2019.
The Plan provides for grants of restricted stock and stock options for shares of the Company’s Class A Common Stock to the non-employee members of the Board of Directors of the Company. The purpose of the Plan is to encourage stock ownership in the Company by non-employee directors, and to tie a portion of the non-employee directors’ compensation directly to shareholder value.
Under the Plan, awards of restricted stock or stock options are made to the non-employee directors of the Company each year. There currently are nine non-employee directors. Benefits under the Plan will depend on a number of factors, including the size of awards to a non-employee director and the fair market value of the Company’s Common Stock on future dates.
Under the proposed amendments to the Plan, (i) a change in the award limits was made to convert the limit to a dollar value rather than a maximum share ownership value for any Non-Employee Director (ii) the term of the Plan would be extended until May 10, 2029, and (iii) an additional 1,000,000 shares of Class A Common Stock would be authorized for issuance under the Plan.
On March 15, 2024, the closing price of the Company's Class A Common Stock was $8.64.
Summary of the Non-Employee Director Stock Plan
A summary of the principal features of the Non-Employee Director Stock Plan is provided below but is qualified in its entirety by reference to the full text of the Plan that is attached as Appendix A to this Proxy Statement and incorporated by reference herein.
Administration
The Plan is administered by the Compensation Committee. The Compensation Committee must consist of two or more directors who are “non-employee directors” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934. The Compensation Committee has complete discretionary authority to interpret and administer the Plan. The Board of Directors has authority to amend the Plan.
Shares Available for Issuance
A total of 2,500,000 shares of the Company’s Class A Common Stock are reserved for issuance under the Plan, including 1,500,000 shares originally authorized for issuance and 1,000,000 shares for which the Company is requesting
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shareholder approval. Any shares of stock subject to awards under the Plan that expire or are cancelled, forfeited or otherwise terminated, without shares having been delivered, would again be available for use under the Plan.
Awards Under the Plan
The Board of Directors has the authority to determine awards made under the Plan. The following types of awards may be made under the Plan.
Restricted Stock. A share of restricted stock is a share of Class A Common Stock subject to restrictions on vesting. A grant of restricted stock will be evidenced by an award agreement, which will state the number of shares of restricted stock granted, and the conditions under which the non-employee director’s interest in the underlying Class A Common Stock will become vested. Cash dividends will be paid directly to the non-employee director holding the restricted stock, at the same time as dividends are paid to Company shareholders.
Stock Options. A stock option confers upon an option holder the right to purchase Class A Common Stock at a specified price, subject to such restrictions on vesting as the Board may determine. A stock option grant will be evidenced by an award agreement stating the terms and conditions under which the option will vest and be exercisable. In general, the Plan authorizes awards of options with a term of ten years, and no option will have an exercise price less than 100% of the fair market value of the Company’s Class A Common Stock as of the grant date.
Vesting
The vesting conditions for awards are established by the Board of Directors at the time of grant. Unless otherwise specified by the Board, each grant of restricted stock vests on December 31 following the date of grant.
Non-Transferability
Awards are not transferable except by will or the laws of descent and distribution. During the non-employee director’s lifetime, awards may be exercised only by the director.
Adjustments
If there is a reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation or similar event, then appropriate adjustments will be made by the Compensation Committee to the number and kind of shares available for issuance as awards and to the number and kind of shares allocated to unvested or unexercised awards granted prior to such change.
Corporate Transactions
Unless otherwise provided in an award agreement, upon the consummation of (a) dissolution or liquidation of the Company, (b) a sale of all or substantially all of the assets of the Company, (c) a reorganization, merger or consolidation of the Company with one or more corporations where the Company is not the surviving or resulting corporation or (d) a reverse merger in which the Company is the surviving corporation but the shares of Class A Common Stock outstanding immediately prior to the merger are converted by virtue of the merger to other property, any award granted prior to any such event will vest in full.
Term of Plan
As amended, the Plan will continue through May 10, 2029, unless it is earlier terminated by the Board.
United States Federal Income Tax Consequences
The following is a brief summary of the principal United States federal income tax consequences of participation in the Plan, based on current United States federal income tax law. This summary is not intended to be exhaustive, does not
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constitute tax advice and, among other things, does not describe state, local or foreign tax consequences, which may be substantially different.
Restricted Stock. A non-employee director generally will not be subject to income tax upon the grant of restricted stock. When the restricted stock vests, the non-employee director will recognize ordinary income in an amount equal to the fair market value of the Class A Common Stock underlying the restricted stock award on the date of vesting. If the restricted stock is forfeited, the non-employee director will recognize no income. Any cash dividends paid on restricted stock will be taxed as ordinary income in the year the cash dividend is received.
A non-employee director may elect under Code Section 83(b), no later than 30 days after the date of grant, to recognize the fair market value of the shares of restricted stock as ordinary income at the time the restricted stock award is granted. A non-employee director who makes such an election will not recognize ordinary income when the restricted stock award vests, but if the restricted stock award is subsequently forfeited, the non-employee director will not be allowed a deduction and no tax previously paid will be refunded. Further, if the non-employee director makes such an election, any dividend paid on restricted stock will be taxed as dividend income in the tax year that the dividend is received.
The Company will ordinarily be entitled to a deduction equal to the amount the non-employee director includes in his or her ordinary income in the year of such inclusion. Unless a non-employee director has made a Code Section 83(b) election, the Company will also be entitled to a deduction, for federal income tax purposes, for dividends paid on unvested restricted stock awards.
Stock Options. Generally, a non-employee director will not recognize taxable income on the grant of a stock option. Upon the exercise of a stock option, the non-employee director will recognize ordinary income in an amount equal to the difference between the fair market value of the Company’s Common Stock received on the date of the exercise and the option cost (number of shares exercised multiplied by the exercise price per share). The Company will ordinarily be entitled to a deduction on the exercise date equal to the ordinary income recognized by the non-employee director upon exercise.
Shareholder Approval
In order to be effective, the proposed amendments to the Plan must be approved by the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the Annual Meeting. Any shares that are not voted will have no impact on the outcome of the vote on the Plan. Unless otherwise instructed, the Proxy Committee will vote proxies held by them FOR the proposed amendment to the Plan.
The Board of Directors unanimously recommends a vote FOR the approval of the proposed amendments to the Crawford & Company Non-Employee Director Stock Plan.
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PROPOSAL 3 — RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
Ernst & Young LLP has been appointed by the Audit Committee of the Board of Directors to serve as the independent registered public accounting firm for the Company for the fiscal year 2024. Ernst & Young LLP has served as the independent registered public accounting firm of the Company since the Company’s 2002 fiscal year. Although the selection and appointment of an independent registered public accounting firm is not required to be submitted to a vote of shareholders, the Board of Directors has decided, as in the past, to ask the Company’s shareholders to ratify this appointment as a matter of good corporate governance. Despite the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm and the ratification by the shareholders of that selection, the Audit Committee has the power at any time to appoint another auditor for 2024, without further shareholder action. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and, if present, will be given an opportunity to make a statement, if he or she desires, and to respond to appropriate questions. In addition, a report of the Audit Committee in connection with the independence of the auditor, as well as other matters, follows the Board’s recommendation on this matter below.
Fees Paid to Ernst & Young LLP
In addition to performing the audit of the Company’s consolidated financial statements, Ernst & Young LLP provides other permitted services to the Company and its foreign and domestic subsidiaries. Ernst & Young LLP has advised the Company that it has billed or will bill the Company the below indicated amounts for the following categories of services for the years ended December 31, 2023 and 2022:
| 2023 |
| 2022 | |||
Audit Fees(1) | $ | 3,934,550 | $ | 3,917,606 | ||
Audit related fees(2) |
| 527,500 |
| 502,000 | ||
Tax fees(3) |
| 276,185 |
| 665,450 | ||
All other fees(4) |
| 150,000 |
| — | ||
Total | $ | 4,888,235 | $ | 5,085,056 | ||
| (1) | Audit fees include: the annual consolidated financial statement audit, the annual audit of internal control over financial reporting, reviews of the Company’s quarterly reports on Form 10-Q, statutory and other financial statement audits. |
| (2) | Audit related fees include service organization control reports. |
| (3) | Tax fees consist principally of professional services rendered for tax compliance and tax planning and advice. |
| (4) | All other fees consist principally of fees for a cybersecurity program maturity assessment. |
The Audit Committee reviews and pre-approves, in addition to all audit services, all non-audit services to be provided by the independent registered public accounting firm. On an ongoing basis, management communicates specific projects and categories of services to the Audit Committee on which advance approval is requested. The Audit Committee reviews these requests and votes by resolution its approval or rejection of such services after due deliberation.
The Board of Directors unanimously recommends a vote FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024.
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AUDIT COMMITTEE REPORT
In fulfilling its responsibilities to review the Company’s financial reporting process, the Audit Committee has reviewed and discussed with the Company’s management and the independent registered public accounting firm the audited financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. Management is responsible for the Company’s financial statements and the reporting process, including the Company’s system of internal control over financial reporting. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States.
The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, issued by the Public Company Accounting Oversight Board (the “PCAOB”). In addition, the Audit Committee has discussed with the independent registered public accounting firm the auditor’s independence from the Company and its management, including the matters in the written disclosure required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence. In determining the independence of the auditor, the Audit Committee has considered, among other matters, whether the provision of services, other than those related to the audit of the Company’s annual financial statements, is compatible with maintaining the auditor’s independence.
The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls and the overall quality of the Company’s financial reporting. The Audit Committee further discussed those items contained in NYSE Listing Company Manual Section 303A.06 and otherwise complied with the obligations stated therein.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
FRED R. DONNER, CHAIR
INGA K. BEALE
CAMERON M. BREADY
D. RICHARD WILLIAMS
LISA G. HANNUSCH
CHARLES H. OGBURN
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SHAREHOLDER PROPOSALS
The Audit Committee has adopted and operates under a written charter that is reviewed by the Audit Committee annually and is approved by the Board of Directors. If you wish to nominate an individual for election at or bring business other than through a stockholder proposal before the 2025 Annual Meeting, you must deliver your notice to the Company’s Corporate Secretary at the address above between January 10, 2025, and February 9, 2025. Your notice to the Corporate Secretary must set forth information specified in the Company’s bylaws, including your name and address and the class and number of the Company’s shares of common stock that you beneficially own. In the event that the date of next year’s annual meeting is advanced more than 30 days prior to or delayed by more than 60 days after the anniversary of this year’s annual meeting, notice by a stockholder to be timely must be received not later than the close of business on the later of the 90th day prior to such annual meeting or the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made. Any adjournment or postponement of an annual meeting for which notice, or a public announcement has been given or made shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. In addition, stockholder proposals must comply with the requirements of Rule 14a-8 under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials.
If you propose to bring business before an annual meeting other than a director nomination, your notice must also include, as to each matter proposed, the following: 1) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting that business at the annual meeting and 2) any material interest you have in that business. If you propose to nominate an individual for election as a director, your notice must also include the following as to each person you propose to nominate for election as a director: 1) the name, age, business address and residence address of the person, 2) the principal occupation or employment of the person, 3) the class and number of shares of the Company’s share capital that are owned of record and beneficially owned by the person, 4) the date or dates on which the shares were acquired and the investment intent of the acquisition and 5) any other information concerning the person as would be required to be disclosed in a proxy statement soliciting proxies for the election of that person as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgated under the Exchange Act, including the person’s written consent to being named as a nominee and to serving as a director if elected. The Company may require any proposed nominee to furnish other information as the Company may reasonably require to determine the eligibility of the proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack of independence, of the proposed nominee.
Any shareholder proposal to be presented at the 2025 annual meeting of shareholders must be received by the Company no later than December 6, 2024 for inclusion in the proxy statement for that meeting in accordance with Rule 14a-8 under the Exchange Act. In addition, to satisfy the foregoing requirements, and to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 14, 2025.
OTHER MATTERS
The Board of Directors knows of no other matters other than those as described herein to be brought before the Annual Meeting. If any other matters come before the Annual Meeting, however, the persons named in the Proxy will vote such Proxy in accordance with their judgment on such matters.
April 5, 2024
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APPENDIX A
CRAWFORD & COMPANY
NON-EMPLOYEE DIRECTOR STOCK PLAN, AS AMENDED AND RESTATED
Section 1. Background. The Board of Directors of Crawford & Company, a Georgia corporation, originally adopted the Crawford & Company Non-Employee Director Stock Plan (the “Plan”), pursuant to which the Company’s NonEmployee Directors may be granted Restricted Stock Options, as of March 31, 2009. The Plan as amended and restated herein will be effective upon approval by the shareholders of the Company at the Company’s annual meeting on May 10, 2024.
Section 2. Purpose of Plan. The purpose of the Plan is to strengthen the Company by encouraging stock ownership in the Company by Non-Employee Directors.
Section 3. Definitions:
(a)“Award” means a Restricted Stock or Option award.
(b)“Award Agreement” means the document that sets forth the terms and conditions of an Award.
(c)“Board” means the Board of Directors of the Company.
(d)“Code” means the Internal Revenue Code of 1986, as amended.
(e)“Code Section 409A” means Section 409A of the Code and all applicable regulations and other guidance issued under or related to Section 409A of the Code.
(f)“Committee” means the Compensation Committee of the Board, or such other or successor committee as the Board may, from time to time, establish.
(g)“Company” means Crawford & Company, a Georgia corporation, and any successor to such corporation.
(h)“Fair Market Value” means (1) the closing price for a share of Stock reported on the New York Stock Exchange (or if Stock is no longer traded on the New York Stock Exchange, on the exchange or quotation system which reports or quotes the closing price for a share of Stock) on the relevant date (or, if no shares of Stock are traded on such date, for the immediately preceding date on which shares of Stock were traded) or (2) if no such price quotation is available, the price which the Committee, acting in good faith, determines through any reasonable valuation method that a share of Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of the relevant facts. Notwithstanding the foregoing, any determination of Fair Market Value for purposes of establishing the exercise price of an Option shall be consistent with Code Section 409A.
(i)‘‘Non-Employee Director” means any member of the Board who is not, at the time of grant of an Award, an employee or officer of the Company or a Subsidiary.
(j)“Option” means a non-qualified stock option awarded in accordance with Section 8 of this Plan.
(k)“Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.
(l)“Participant” means any Non-Employee Director to whom an Award is made.
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(m)“Plan” means this Crawford & Company Non-Employee Director Stock Plan, as amended from time to time.
(n)“Restricted Stock” means Stock granted in accordance with Section 7 of this Plan.
(o)“Stock” means the Class A common stock of the Company.
(p)“Subsidiary” means any corporation or other entity a majority of whose outstanding voting stock or voting power is beneficially owned directly or indirectly by the Company.
(q)“Terminating Event” shall have the meaning ascribed to such term in Section 11 of this Plan, unless otherwise provided in an Award Agreement.
Section 4. Eligibility. Each Non-Employee Director will be eligible to receive Awards under the Plan as specified by the Board.
Section 5. Administration and Grant of Awards. The Plan will be administered by the Committee. Subject to the Plan and applicable law, the Committee will have complete authority to interpret the Plan and all Award Agreements, to prescribe, amend and rescind rules and regulations consistent with the Plan and relating to it, to determine the rights and obligations of Participants under the Plan and all Award Agreements, and to make all other determinations necessary or advisable in the administration of the Plan. Any action of the Committee shall be binding on the Company, each Subsidiary, on each affected Non-Employee Director and on each other person directly or indirectly affected by such action.
Section 6. Shares Subject to the Plan and Award Limits.
(a)Share Reserve. There shall be 2,500,000 shares of Stock authorized for issuance under the Plan.
(b)Award Limits. In no event shall the compensation payable to any Non-Employee Director for services performed for the Company as a Non-Employee Director, including the grant date value of Awards under this Plan (determined under U.S. generally accepted accounting principles), cash retainers, and other compensation, exceed $750,000 in the aggregate in any fiscal year.
(c)Reversion of Shares to the Share Reserve. Any shares of Stock subject to an Award that remain unissued after the cancellation, expiration or exchange of the Award; any shares subject to an Award that are forfeited or cancelled; and any shares subject to an Option that are not issued due to the failure to satisfy any vesting conditions with respect to such Option, shall be available for use in future grants under this Plan.
(d)Adjustments. The number of shares of Stock described above in this Section 6 shall be subject to increase or decrease pursuant to the provisions of Section 10 of the Plan.
Section 7. Restricted Stock.
(a)Award Agreements. Each grant of Restricted Stock shall be evidenced by an Award Agreement, which shall describe the conditions under which the Non-Employee Director’s interest in the underlying Stock will become nonforfeitable, consistent with Section 7(b) below.
(b)Forfeiture Conditions. Except as otherwise specified by the Board with respect to any Award of Restricted Stock, each Award of Restricted Stock shall be forfeited if a Non-Employee Director does not remain, for any reason other than his or her death, a member of the Board through December 31 of the year in which the Award is made. The Company or its agent may retain custody of the Restricted Stock pending the satisfaction of the forfeiture conditions applicable thereto.
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(c)Dividends and Voting Rights. The amount of any cash dividend declared on shares of Stock shall be paid directly to the Non-Employee Director holding shares of Restricted Stock, and shall be paid on the same date(s) such dividends are payable to the Company’s shareholders generally. The disposition of each other form of dividend declared on Restricted Stock shall be made in accordance with such rules as the Committee shall adopt. A Non-Employee Director shall have the right to vote Restricted Stock, to the extent such shares of Stock have voting rights.
(d)Satisfaction of Forfeiture Conditions. Shares of Stock shall cease to be Restricted Stock immediately upon the lapse of the forfeiture conditions described in subsection (b) (or as otherwise may be specified in advance by the Board and provided in an Award Agreement).
Section 8. Options.
(a)Award Agreements. Any Option grant under the Plan shall be evidenced by an Award Agreement, which shall set forth the number of shares of Stock subject to the Option and which shall describe the conditions under which the Option will vest and become exercisable and other terms and conditions of the Award. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:
(b)Term. In the absence of a provision to the contrary in the individual Optionholder’s Award Agreement, the term of the Option shall be 10 years from the date it was granted.
(c)Exercise Price. The exercise price of each Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Stock subject to the Option on the date the Option is granted.
(d)Method of Exercise. The exercise of an Option shall be made by giving notice delivered in person or by mail to the person designated by the Company, specifying the number of shares of Stock to be purchased accompanied by payment therefor. Unless otherwise provided in an Award Agreement, when an Option is being exercised only in part, not less than fifty (50) shares of Stock may be covered by any such partial exercise.
(e)Consideration.
(i)The purchase price of Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (a) in cash or by check at the time the Option is exercised, or (b) at the discretion of the Company (1) by delivery to the Company of other shares of Stock (subject to such requirements as may be imposed by the Company), (2) if there is a public market for the Stock at such time, and to the extent permitted by applicable law, pursuant to a “same day sale” program that results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds, (3) by any other form of consideration permitted by law, but in no event shall a promissory note or other form of deferred payment constitute a permissible form of consideration for an Option granted under the Plan, or (4) by some combination of the foregoing. In each such case, the combination of any cash and property used to pay the purchase price shall have a Fair Market Value on the exercise date equal to the applicable exercise price.
(ii)Whenever a Participant is permitted to pay the exercise price of an Option by delivering Stock, the Participant may, subject to procedures satisfactory to the Company, satisfy such delivery requirements by presenting proof of beneficial ownership of such Stock, in which case the Company shall treat the Option as exercised or redeemed without further payment and shall withhold such number of shares of Stock from the Stock acquired under the Option.
(f)Vesting Generally. Options granted under the Plan shall be exercisable at such times and upon such terms and conditions as may be specified by the Board. The vesting provisions of individual Options may vary.
(g)Termination of Options. Any Option or portion thereof that is not vested or that has not been exercised at the end of the term of the Option or at the time of termination of an Optionholder’s Board membership shall lapse and
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terminate and shall not be exercisable by the Optionholder or any other person, unless otherwise provided for in the Award Agreement.
(h)No Repricing of Options. The Committee shall have no authority to make any adjustment or amendment (except as provided in Section 10 of this Plan), and no such adjustment or amendment shall be made, that reduces or would have the effect of reducing the exercise price of an Option previously granted under the Plan, whether through amendment, cancellation or replacement grants, or other means, unless the Company’s shareholders shall have approved such adjustment or amendment.
Section 9. Non-Transferable. No Award will be assignable or transferable except by will or by laws of descent and distribution. Any other attempted assignment or transfer, or any attempted pledge, hypothecation or other disposition of, or levy of any execution, attachment or similar process upon any Award will be null and void and without effect. During the lifetime of an Optionholder, an Option will be exercisable only by the Optionholder.
Section 10. Change in Capitalization. If the outstanding shares of Stock are increased, decreased, or changed into, or exchanged for a different number or kind of shares or securities of the Company, without receipt of consideration by the Company, through reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation, or otherwise, an appropriate and proportionate adjustment will be made in the number and kind of shares as to which Awards may be granted. A corresponding adjustment changing the number or kind of shares, and the exercise price per share, allocated to unvested or unexercised Awards, or portions thereof, which will have been granted prior to any such change will likewise be made. Any such adjustment, however, in an outstanding Option will be made without change in the total price applicable to the unexercised portion of the Option, but with a corresponding adjustment in the number of shares and price for each share subject to the Option. Adjustments under this Section will be limited to, and will be made on the same basis as, those made under the Crawford & Company amended and restated Executive Stock Bonus Plan, as amended from time to time, or a successor to such plan. No fractional shares of Stock will be issued under the Plan on account of any such adjustment. Any actions taken under this Section 10 shall be made in accordance with any applicable provisions of Code Section 409A, including without limitation restrictions with regard to the adjustment of stock options that are considered exempt from Code Section 409A.
Section 11. Corporate Transactions. Except as otherwise provided in an Award Agreement, upon the consummation of (a) the dissolution or liquidation of the Company, (b) a reorganization, merger or consolidation of the Company with one or more corporations as a result of which the Company will not be the surviving or resulting corporation or after which event the individuals and entities who were the beneficial owners of the outstanding securities entitled to vote generally in the election of directors immediately prior to such event cease to beneficially own, directly or indirectly, more than 50% of the then outstanding shares of stock entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities) of the entity resulting from such event in substantially the same proportions as their ownership immediately prior to such event, (c) a sale of substantially all of the assets of the Company to another person, or (d) a reverse merger in which the Company is the surviving corporation but the shares of the Stock outstanding immediately preceding the merger are converted by virtue of the merger to other property (a “Terminating Event”), any Award granted prior to the Terminating Event will vest in full.
Section 12. Disposition of Shares. Any Participant who acquires Stock pursuant to an Award will, so long as he or she remains a member of the Board, be obligated to advise the Company in the case of each sale or other disposition of any Stock so acquired, such advice to be given to the Company immediately upon the occurrence of any such sale or other disposition.
Section 13. Award Agreement. Each Award granted under the Plan will be evidenced by a written Award Agreement executed by the Company, which may contain other terms and conditions as the Company may deem desirable and which are not inconsistent with the Plan.
Section 14. Amendment of Plan. The Board may make changes in the Plan and, with consent of the Participant, make changes in the terms and conditions of his or her Award, as they deem advisable; provided, however, an Award may be amended by the Board unilaterally to the extent the Board deems it necessary to comply with Code Section 409A; and,
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provided further, in the event any changes in the Plan would require shareholder approval under applicable law or stock exchange rules, such changes shall be subject to shareholder approval.
Section 15. Termination of Plan. The Plan will remain in effect until May 10, 2029; provided however, that the Board may terminate the Plan at any time in its absolute discretion. No such termination, other than as provided for in Section 11, Corporate Transactions, will in any way affect any Award then outstanding.
Section 16. Applicable Law; Severability; Interpretation. The Plan will be construed, administered, and governed in all respects in accordance with the laws of the State of Georgia. If any provision of the Plan is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of the Plan will continue to be fully effective. For purposes of this Plan, references to the masculine shall include the feminine, reference to the singular shall include the plural, and references to the plural shall include the singular.
Section 17. Shares Reserved. The Company will at all times during the term of the Plan reserve and keep available the number of shares of Stock as will be sufficient to satisfy the requirements of the Plan, and will pay all fees and expenses necessarily incurred by the Company in connection therewith.
Section 18. No Shareholder Rights. Except as provided in Section 7, Restricted Stock, no Participant shall have any rights as a shareholder of the Company as a result of the grant of an Award to him or her under this Plan or his or her exercise of such Award pending the actual delivery of Stock subject to such Award to such Participant.
Section 19. Board Service. Nothing in this Plan, nor the grant of any Award under this Plan, shall confer on a Participant any right to continue to serve as a member of the Board, nor is there any implied agreement or understanding that any Non-Employee Director will be nominated for reelection to the Board, and shall confer on a Participant only those rights expressly set forth in the Award Agreement that evidences his or her Award.
Section 20. Titles. Titles are provided in this Plan for convenience only and are not to serve as a basis for interpretation or construction of the Plan.
Section 21. Other Conditions. Each Award Agreement may require that a Participant enter into any agreement or make such representations prepared by the Company, including any agreement that restricts the transfer of Stock acquired pursuant to such Award or provides for the repurchase of such Stock by the Company under certain circumstances.
Section 22. Rule 16b-3. The Board shall have the right to amend any Award or to withhold or otherwise restrict the transfer of any Stock under this Plan to a Participant as the Board deems appropriate in order to satisfy any condition or requirement under Rule 16b-3 to the extent Rule 16 of the Securities Exchange Act of 1934 might be applicable to such grant or transfer.
Section 23. Intent with Respect to Code Section 409A. It is the intent of the Company that the operation and administration of the Plan and all Award Agreements under the Plan be exempt from or comply with Code Section 409A, to the extent applicable, and not cause the acceleration of taxation, or the imposition of penalty taxes or interest, under Code Section 409A. The Plan and Award Agreements shall be interpreted and administered consistent with such intent.
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Signature(s) in Box Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, adminis - trators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. : INTERNET/MOBILE – www.proxypush.com/crd-b Use Internet to vote your proxy until 11:59 p.m. (ET) on May 9, 2024. ( PHONE – 1-866-883-3382 Use a touch-tone phone to vote your proxy until 11:59 p.m. (ET) on May 9, 2024. * MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided in time to be received by May 9, 2024. If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card. Shareowner Services P.O. Box 64945 St. Paul, MN 55164-0945 The Board of Directors Recommends a Vote FOR Each of the Director Nominees in Item 1, “FOR” Item 2, and “FOR” Item 3. 1. Proposal to elect the nine (9) nominees listed below as Directors (except as indicated to the contrary below) 01 I. K. Beale 04 J. C. Crawford, Jr. 07 R. Patel ■ Vote FOR all nominees ■ Vote WITHHELD 02 C. M. Bready 05 F. R. Donner 08 R. Verma (except as marked) from all nominees 03 J. C. Crawford 06 L. G. Hannusch 09 D. R. Williams (Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.) 2. Proposal to approve amendments to the Crawford & Company Non-Employee Director Stock Plan and to authorize 1,000,000 additional shares of Class A Common Stock, for issuance under the plan. ■ For ■ Against ■ Abstain 3. Proposal to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for the Company for the 2024 fiscal year. ■ For ■ Against ■ Abstain NOTE: Such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS. Address Change? Mark box, sign, and indicate changes below: ■ Date _____________________________________ |
Crawford & Company 5335 Triangle Parkway Peachtree Corners, Georgia 30092 proxy This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 10, 2024. The shares of stock you hold in your account will be voted as you specify on the reverse side. If no choice is specified, the proxy will be voted “FOR” each of the Director Nominees in Item 1, “FOR” Item 2, and “FOR” Item 3. By signing the proxy, you revoke all prior proxies and appoint R. Verma, W.B. Swain and T.E. Stevenson, and each of them with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments or postponements. See reverse for voting instructions. CRAWFORD & COMPANY ANNUAL MEETING OF SHAREHOLDERS May 10, 2024 2:00 p.m. Crawford & Company 5335 Triangle Parkway Peachtree Corners, Georgia 30092 |