CRAWFORD & CO
For the period ended May 10, 2024. Filed Apr 5, 2024.
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May 10, 2024 · Filed Apr 5, 2024
Contents
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.
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| · · · · · · · · · · · · · · · · · · · · 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 | | $2,354,525 | | $— | | $4,101,591 | | $— | | $1,339,586 | | $1,909,104 | | $129 / $145 | | $164 | | $30,609 | | $85,361 | ||
| 2022 | | $1,939,121 | | — | | $536,981 | | — | | $1,210,438 | | $392,442 | | $53 / $57 | | $149 | | $(18,305) | | $61,879 | ||
| 2021 | | $2,487,739 | | — | | $2,470,618 | | — | | $1,372,878 | | $1,355,049 | | $69 / $78 | | $125 | | $30,692 | | $62,505 | ||
| 2020 | | $1,846,893 | | $1,856,122 | | $975,910 | | $690,423 | | $1,242,618 | | $1,033,511 | | $66 / $73 | | $106 | | $28,296 | | $71,830 | ||
| (1) | The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Verma, our Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). |
| (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: |
Adjustments to Determine Compensation Actually Paid for Current CEO:
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|---|---|---|---|---|---|---|---|---|---|
| Current CEO: · 2023 · · 2022 · 2021 · 2020 | |||||||||
| SCT Total Compensation | | $2,354,525 | | $1,939,121 | | $2,487,739 | | $1,846,893 | |
| Less: Stock and Option Award Values Reported in SCT for the Fiscal Year | | | (866,316) | | (868,784) | | (887,514) | | (1,007,591) |
| Plus: Fair Value for Stock and Option Awards Granted and Vested in the Fiscal Year | | | 337,026 | | 112,020 | | 133,111 | | 74,010 |
| Change in Fair Value for Stock and Option Awards Granted in Prior Years and Vested in Fiscal Year | | | 318,429 | | (40,666) | | 101,796 | | (463,891) |
| Fair Value at Fiscal Year-End of Outstanding and Unvested Stock and Option Awards Granted in Fiscal Year | | | 1,652,540 | | 308,489 | | 626,333 | | 1,066,387 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | | | 305,387 | | (412,952) | | 9,153 | | (120,062) |
| Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | | | — | | (500,246) | | — | | (419,837) |
| Compensation Actually Paid | | $4,101,591 | | $536,981 | | $2,470,618 | | $975,910 | |
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:
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|---|---|---|---|---|---|---|---|---|
| Former CEO: · 2023 · · 2022 · 2021 · 2020 | ||||||||
| SCT Total Compensation | | — | | — | | — | | $1,856,122 |
| Less: Stock and Option Award Values Reported in SCT for the Covered Year | | — | | — | | — | | (890,175) |
| Plus: Fair Value for Stock and Option Awards Granted and Vested in the Fiscal Year | | — | | — | | — | | 81,199 |
| Change in Fair Value for Stock and Option Awards Granted in Prior Years and Vested in Fiscal Year | | — | | — | | — | | (156,970) |
| Fair Value at Fiscal Year-End of Outstanding and Unvested Stock and Option Awards Granted in Fiscal Year | | — | | — | | — | | 668,980 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | | — | | — | | — | | (40,589) |
| Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | | — | | — | | — | | (828,144) |
| Compensation Actually Paid | | — | | — | | — | | $690,423 |
| (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 |
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 | | $1,339,586 | | $1,210,438 | | $1,372,878 | | $1,242,618 | |
| Less: Stock and Option Award Values Reported in SCT for the Covered Year | | | (476,705) | | (514,411) | | (506,251) | | (453,663) |
| Plus: Fair Value for Stock and Option Awards Granted and Vested in the Fiscal Year | | | 171,194 | | 66,328 | | 73,561 | | 38,644 |
| Change in Fair Value for Stock and Option Awards Granted in Prior Years and Vested in Fiscal Year | | | 146,588 | | (22,117) | | 58,121 | | (55,556) |
| Fair Value at Fiscal Year-End of Outstanding and Unvested Stock and Option Awards Granted in Fiscal Year | | | 617,643 | | 182,657 | | 346,132 | | 743,522 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | | | 129,566 | | (234,959) | | 10,607 | | (262,309) |
| Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | | | (17,175) | | (295,493) | | — | | (200,034) |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | | | (1,593) | | — | | — | | (19,712) |
| Compensation Actually Paid | | $1,909,104 | | $392,442 | | $1,355,049 | | $1,033,511 | |
| (7) | The peer group used for this purpose is S&P Property-Casualty Insurance Index. |
| (8) | We have determined that operating earnings is the financial performance measure that, in our assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to our NEOs, for the most recently completed fiscal year, to Company performance. |
| (9) | Total Shareholder Return data for 2020, 2021, and 2022 originally included in the 2023 Proxy Statement has been corrected in the table below. |
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.
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.
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.
Revenue before Reimbursements
Operating Earnings
Earnings Per Share (adjusted per note 2 to the table set forth under “Overview” above)
Operating Margin
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