DEF 14A of Crawford & Co
Filed Apr 9, 2026 · FY20250001104659-26-041532
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS
Nominee Information
Nominee Information The following gives certain information as to each person nominated by our Board of Directors for election or reelection as a director:
Nominee Information
| | Dame Inga K. Beale, age 62, 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, NN Group NV and South Pole Holding AG. 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 54, was appointed as a member of the Board of Directors on September 13, 2022. Mr. Bready is the Chief Executive Officer of Global Payments, Inc., a leading payments technology company delivering innovative software and services to its 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 of Global Payments, Inc. He also serves on the board of trustees of the Woodruff Arts Center and Pace Academy and is a member of the board of directors of 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. |
Nominee Information
| | Jesse C. Crawford, Jr., age 36, our Non-Executive Chair of the Board, was elected as a member of the Board of Directors on May 12, 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 68, 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 senior leadership roles at Travelers Insurance Company, where he served as Executive Vice President and Chief Financial Officer for multiple business segments, and at RenaissanceRe Ltd., where he served as Executive Vice President and Chief Financial Officer. He also spent more than two decades as a partner at KPMG. Mr. Donner served on the Board of Global Indemnity Group, LLC, from December of 2022 to January 2025, where he chaired the Enterprise Risk Management Committee and the Nomination, Compensation, and Governance Committee and was 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 experience in audit oversight, enterprise risk management, governance, and capital management within the insurance and financial services industries. | | | Lisa G. Hannusch, age 62, was elected as a member of the Board of Directors on May 8, 2019. Ms. Hannusch is currently the managing member and CEO of Rhino Results, LLC, which she founded in 2017, supporting companies with their strategic directions through consulting engagements and investments in 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 as a board advisor for the Texas One Fund, where she works to ensure women’s sports are at the forefront of Name, Image and Likeness opportunities. 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. |
Nominee Information
| | Joel T. Murphy, age 67, was appointed as a member of the Board of Directors on June 25, 2024. Mr. Murphy has been the Goizueta Distinguished Industry Chair in Real Estate and Executive Director of the BL Harbert Real Estate Center at Goizueta Business School at Emory University from March 2026 until present. He is also the Chief Executive Officer of Murphy Capital and Advisory Group LLC, a consulting and advisory firm, from August 2022 until the present. From January 2020 until August 2022, Mr. Murphy served as President and Chief Executive Officer of Preferred Apartment Communities, Inc. (“PAC”), a real estate investment trust, which primarily owned and operated multi-family residential communities and grocery-anchored shopping centers. Prior to being CEO of PAC and from October 2014, Mr. Murphy was Co-Founder, President and CEO of New Market Properties, LLC, a wholly owned subsidiary of PAC, which focused on acquiring grocery-anchored shopping centers. Mr. Murphy served as a member of the Board of Directors of PAC from May 2019 until August 2022 and became Chair of the Board in June 2021. Mr. Murphy has served on the Board of The Orvis Company, a family-owned and operated outdoor retailer, from 2007 to the present where he serves as Chair of the Nominating and Governance Committee. The Board believes that Mr. Murphy is qualified to serve as a director due to his extensive business and investment experience and strategic acumen. | | | Rahul Patel, age 53, 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. | | | Amy T. Shore, age 62, was appointed as a member of the Board of Directors on June 6, 2025. Ms. Shore retired from Nationwide Insurance in January of 2025 where she served as Executive Vice President and Chief Transformation Officer, concentrating on efficient growth strategies and improving the long-term expense structure. From October 2019 to February 2024, she was Executive Vice President-Chief Customer Officer where she helped redefine and elevate the customer experience. From June 2016 to September 2019, she was President of P&C Sales & Distribution directing the national sales team. During her 27-year career with Nationwide, Ms. Shore served in a number of executive positions. A graduate of Bowling Green State University, Ms. Shore now serves as a trustee and board chair. She is also a trustee and secretary of the Columbus (Ohio) Symphony Orchestra board. | | | W. Bruce Swain, Jr., age 62, is the President and Chief Executive Officer of the Company. He was appointed by the Board as a Director on January 1, 2026, and as President and Chief Executive Officer on March 23, 2026, following an interim appointment which began on January 1, 2026. Since October 2006, Mr. Swain served as Executive Vice President and Chief Financial Officer. He has held several leadership positions within Crawford since joining in 1991 including, managing several functions within the Finance Department and acting as the Company’s Senior Vice President and Controller. Bruce is a certified public accountant and holds a bachelor’s and master’s degree in accountancy from the University of Mississippi. He also serves on the non-profit Boards of the Georgia Chapter of the Alzheimer’s Association and the Metro Atlanta Chamber of Commerce. The Board believes that Mr. Swain’s role in serving as Chief Financial Officer, his extensive knowledge of the Company, as well as his successful guidance of Crawford through significant transformations, disciplined approach to building financial strength and commitment to strengthening the Company’s core values and culture makes him uniquely qualified to serve as a director. |
Director Compensation
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 is reviewed annually by the Compensation and Human Capital Committee. Market data for the review is provided by the independent compensation consultant retained by the Compensation and Human Capital Committee. For 2025, the annual compensation structure for the Directors consisted of:
Director Compensation
| Element | Value | | Annual cash retainer (paid quarterly) | $75,000 | | Restricted share award (granted annually) | $120,000 | | Audit Committee Chair (paid quarterly) | $25,000 | | Compensation and Human Capital 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 |
Director Compensation
Restricted share awards granted to Directors in 2025 vested in full on December 31, 2025. 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, 2025, for each non-employee member of our Board of Directors during 2025. 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 in 2025.
Director Compensation Table
Director Compensation Table
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 | $91,500 | $119,991 | — | — | — | $211,491 | | Cameron M. Bready | 75,000 | 119,991 | — | — | — | 194,991 | | Jesse C. Crawford | 76,500 | 119,991 | — | — | — | 196,491 | | Jesse C. Crawford, Jr. | 187,000 | 119,991 | — | — | — | 306,991 | | Fred R. Donner | 101,500 | 119,991 | — | — | — | 221,491 | | Lisa G. Hannusch | 75,000 | 119,991 | — | — | — | 194,991 | | Joel T. Murphy | 76,500 | 119,991 | — | — | — | 196,491 | | Rahul Patel | 87,500 | 119,991 | — | — | — | 207,491 | | Amy T. Shore (3) | 42,550 | 66,916 | — | — | — | 109,466 | | D. Richard Williams (4) | 69,353(5) | — | — | — | — | 69,353 |
Director Compensation Table
| (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. |
Director Compensation Table
| (2) Preferential earnings from the Crawford & Company Nonqualified Deferred Compensation Plan for Eligible Employees and Eligible Directors (the “Deferred Compensation Plan”). |
Director Compensation Table
| (3) Ms. Shore was appointed to the Board on June 6, 2025. |
Director Compensation Table
| (4) Mr. Williams did not stand for re-election at the 2025 meeting. |
Director Compensation Table
| (5) Includes $50,603 pro-rata payment of the cash portion of fees and the pro-rata equity component of fees converted to cash, as of the May 8, 2025 departure date. |
Overview
| (2) For the 2025-2027 LTIP performance-based cash award (“Award”), earnings per share of $0.89 (adjusted per the terms of the LTIP plan) was used as the baseline and a 10% CAGR was applied to determine the aggregate 3-year objective. For purposes of the 2025-2027 Award, “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. Adjusted net income, for purposes of the 2025 Award, excludes any material gains, or unbudgeted expenses deemed unusual and/or non-recurring as approved by the Compensation Committee. |
Elements of Compensation
| | Base Salary | Annual Cash Incentive | Long-Term Incentives | | Form of compensation | Cash | Cash | Cash and Equity | | Type | N/A | Annual Cash Incentive | Time-Vested Restricted Stock Units Performance Based Cash Awards | | Purpose | Pay for individual job performance and merit | Incentivize achievement of annual financial and operating goals | Reward creation of shareholder value over a long-term period | | Performance Measures | N/A | Revenue Adjusted Operating Earnings Adjusted Operating Margin | Adjusted Earnings Per Share |
Elements of Compensation
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 long-term 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 all 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 2025 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
| ● | in light of the foregoing, consider and, when appropriate, grant cash bonuses, stock options, performance share units, restricted stock, long-term cash incentives and other awards under the Company’s cash and equity incentive compensation plans. |
Independent Compensation Consultants
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 2025, 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, assisted in a review of the executive long-term incentive plan 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 advisor 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
Benchmarking For purposes of benchmarking 2025 compensation levels and target pay opportunities, compensation of the Company’s executive officers was benchmarked against target compensation for similar positions in the market. As noted above, the Compensation Committee targets each element of compensation within a competitive range around the median, or midpoint, of compensation paid in the market. 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 to develop a customized benchmarking approach. In 2025, the Compensation Committee continued to use that multi-pronged approach to fully inform the Compensation Committee’s perspective. Where available, multiple data points were used across the following two categories:
Benchmarking
| 1. | General Industry Survey Data (Size-Adjusted using revenue regression or tabular cuts to approximate Crawford’s annual revenues); and |
Benchmarking
| 2. | Customized Business Services Industry Comparator Group. |
Benchmarking
The Customized Business Services Industry Comparator Group for 2025 was as follows: AMN Healthcare Services, Inc. Barrett Business Services Inc. CBIZ, Inc. CorVel Corporation Cross Country Healthcare, Inc. CSG Systems International, Inc. Kforce Inc. Mistras Group, Inc. Resources Connection Robert Walters plc SThree plc True Blue, Inc. The Business Services Industry Comparator Group was updated in 2025 to remove Agiliti, Inc. as it was taken private and HireRight Holdings Corporation as it was acquired, and add AMN Healthcare Services, Inc. and True Blue, Inc.
Compensation and Risk Management
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 and cash 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 or cash awards, 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 2025, 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 create material risk for the enterprise and the plans struck the appropriate balance between motivating performance and mitigating risk.
Equity Grant Policy and Procedures
Equity Grant Policy and Procedures The Company’s policy is to grant stock options and other similar awards in the ordinary course of business in connection with our annual compensation program, hiring new employees, and in recognition of the retention or promotion of employees from time to time. The Company does not grant stock options or similar awards in anticipation of the release of material non-public information, such as a significant positive or negative earnings announcement, and does not time the public release of such information based on stock option grant dates. In addition, it is the Company’s policy to not grant stock options or similar awards at any time during the four business days prior to or the two business days following the filing of the Company’s periodic reports or the filing or furnishing of a Form 8-K that discloses material non-public information (each, a “Filing Window”). Under the Company’s current practices, executive officers do not choose or have influence over the grant date for their individual stock option grants. Stock option grants to the Company’s executive officers are generally approved annually at a meeting of the Company’s Compensation Committee that is held during the first quarter of each year, and the grants are generally effective immediately after the meeting on which the grants are eligible to be made under our grant policies discussed above. Stock options have not been granted to executive officers since February of 2020. During the period covered by this Proxy Statement, we have not timed the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
Components of Compensation
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 2025, the Compensation Committee approved award opportunities for our executive officers, including our named executive officers. These awards were granted under the Company’s 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. 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 2025 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 2025 annual base salary) were as set out below:
Components of Compensation
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 2025 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, including the named executive officers, 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. At the discretion of the Compensation Committee, operating earnings and operating margin may be adjusted to exclude the impact of any gains, losses, or unbudgeted expenses deemed unusual and/or non-recurring. We believe adjusting operating earnings and operating margins to exclude these items results in a more accurate measure of our core operating performance. All metrics are neutralized for the impact of foreign exchange. 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 2025 internal operating plan. Threshold and maximum goals were set at the percentages of the target level. The following table sets forth the 2025 threshold and maximum goals for total company for each relevant financial metric under the STIP:
Components of Compensation
A funding threshold is 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 $70,000,000 in operating earnings and $1,179,900,000 in revenue in 2025. Any performance below these funding thresholds would reduce the total STIP pool available for payout to zero. 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. In addition, in order to limit the impact of severe weather volatility on STIP calculations for select business lines which are strongly impacted by severe weather events and to reward participants in these select business lines, the STIP funding is calculated based on a business as usual (“BAU”) measurement and a weather-impacted measurement of 95% BAU/5% weather for total company and 90% BAU/10% weather for select business lines. With respect to the total company revenue portion of the award, the target performance goal was below target but above threshold which resulted in funding of 88.3%, with respect to the total company operating earnings portion of the award, the threshold performance goal was below target but above threshold which resulted in funding of 90.8%, and with respect to the total company operating margin portion of the award, performance was below target but above threshold which resulted in funding of 93.2%. Based on this performance, the achievement factor was 91% of target for those measurements on a total company basis. Payout factors are not 1:1 with the performance factor as threshold performance earns a 30% payout, target performance earns a 100% payout and maximum performance earns a 200% payout. Payouts for performance between levels are interpolated on a straight-line basis. The following tables set forth the applicable threshold, target and maximum performance goals, and actual performance, for the corporate-wide metrics in 2025 which applied to Mr. Verma and Mr. Swain.
Components of Compensation
| (2) The operating margin performance goals for Messrs. Bart, Thomas and Hoberman were specific to their Business Unit responsibilities and are not disclosed due to the potential that doing so could cause competitive harm to the Company. Their revenue and operating earnings goals were consistent with those used for the Corporate-wide plan. |
Components of Compensation
| (1) STIP was forfeited by Mr. Verma when he resigned. |
Components of Compensation
Long-Term Incentive Opportunity for 2025 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 2025, 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 for time-vested awards, based on the executive’s election at the time of grant and payable in cash for performance based awards. Final payments pursuant to LTIP awards are at the discretion of the Compensation Committee. The 2025 LTIP awards were based on a target award value, 50% of which was denominated and granted as performance cash awards, conditioned on Company performance described below (the “Performance Award”), and 50% of which were granted as time-vested restricted stock units which vest ratably over three years based on the continued employment of the executive (the “Time-Vested Award”). The Time-Vested Award can be settled in shares or cash at the participant’s election. The target value and breakout by award vehicle for each named executive officer are set forth below.
Components of Compensation
For 2025, each NEO elected to receive 100% of their LTIP time-vested awards in units settled in shares. The Performance Awards are earned based on 2025-2027 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 2025-2027 cumulative earnings per share is at least $2.42, 25% of the Performance Award will be earned. If the Company’s 2025-2027 cumulative earnings per share is at least $3.06, up to $3.22, the “target” level, 100% of the Performance Award will be earned. If the Company’s 2025-2027 cumulative earnings per share is $3.87 or greater, 200% of the Performance Award will be earned. The percentage of Performance Awards earned will be adjusted ratably for cumulative earnings per share between $2.42 and $3.06 as well as $3.22 and $3.87 but the target payment would be constant at 100% for cumulative earnings per share between $3.06 and $3.22. None of these Performance Awards will be earned if cumulative earnings per share are less than $2.42. 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 2023 to 2025 Performance Vested Awards The Company’s earnings per share performance for the 2023-2025 award was $2.55, which was below the target level but above the threshold level resulting in 78% of target shares being earned from the 2023-2025 award period. The Compensation Committee certified the payout for the 2023-2025 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 non-contributory 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 $1 million deduction limit for performance-based compensation was generally repealed by the Tax Cuts and Jobs Act in 2017. Although the previously available exemption is generally no longer available, the Compensation Committee endeavors to focus on performance-based components of executive compensation in making its decisions for our Covered Employees, while retaining maximum flexibility in designing compensation programs that are in the best interests of our Company and our Shareholders, even if that approach may result in payments which are not deductible under Section 162(m).
Summary Compensation Table
Summary Compensation Table The following tables provide information concerning compensation paid to, or accrued by the Company, for our named executive officers at December 31, 2025.
Summary Compensation Table
| | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | value and | | | | | | | | | | Non-Equity | Nonqualified | | | | | | | | | | Incentive | Deferred | All | | | | | | | Stock | Option | Plan | Compensation | Other | | | Name and Principal | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | | | Position | Year | ($) | ($) | ($)(1) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | Total ($) | | R. Verma | 2025 | $805,000 | — | $479,159 | — | — | $50,501 | $59,469 | $1,394,129 | | President and | 2024 | 803,293 | — | 948,513 | — | $307,157 | 58,547 | 46,128 | 2,163,638 | | Chief Executive Officer | 2023 | 716,250 | — | 866,316 | — | 661,686 | 49,947 | 60,326 | 2,354,525 | | W.B. Swain | 2025 | $498,269 | $25,417 | $239,574 | — | $286,069 | $38,081 | $38,292 | $1,125,702 | | Executive Vice President, | 2024 | 484,808 | — | 474,257 | — | 106,408 | 25,150 | 29,307 | 1,119,930 | | Chief Financial Officer | 2023 | 475,000 | — | 455,954 | — | 296,845 | 45,490 | 37,400 | 1,310,689 | | A. J. Bart(5) | 2025 | $471,344 | — | $239,574 | — | $336,193 | — | $115,787 | $1,162,898 | | Chief Executive Officer | 2024 | 446,999 | — | 474,257 | — | 222,405 | — | 154,665 | 1,298,326 | | International Operations | 2023 | 416,563 | — | 455,954 | — | 350,109 | — | 149,113 | 1,371,739 | | L.C. Thomas | 2025 | $485,000 | — | $239,574 | — | $188,095 | $38,033 | $40,879 | $991,581 | | Executive Vice President; | 2024 | 484,798 | — | 474,257 | — | 106,408 | 9,752 | 26,421 | 1,101,636 | | Global President-Platform Solutions | 2023 | 474,500 | — | 455,954 | — | 285,725 | 36,354 | 38,023 | 1,290,556 | | M.J. Hoberman | 2025 | $412,115 | — | $249,990 | — | $197,675 | $5,197 | $258,737 | $1,123,714 | | Senior Vice President; | 2024 | 399,327 | — | 474,257 | — | 176,312 | 5,138 | 161,799 | 1,216,833 | | President, TPA North America | 2023 | 359,615 | — | 331,728 | — | 252,141 | 3,763 | 55,203 | 1,002,450 |
Summary Compensation Table
| (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. |
Summary Compensation Table
| (2) See the section “Compensation Discussion and Analysis” for a discussion of how these amounts were calculated. |
Summary Compensation Table
| (3) Represents the following amounts for 2025: (i) Mr. Swain: $37,874 preferential earnings from the Deferred Compensation Plan and $207 actuarial increase in pension value; (ii), Mr. Verma and Mr. Hoberman: $50,501 and $5,197, respectively, preferential earnings from the Deferred Compensation Plan; and (iii) Mr. Thomas: $43,099 preferential earnings from the Deferred Compensation Plan and ($5,066) actuarial decrease in pension value. |
Summary Compensation Table
| (4) Represents the following amounts for 2025: (i) Mr. Verma: a $33,599 Company contribution to the Deferred Compensation Plan; a $10,350 Company contribution to the 401(k) Plan; $3,261 in premium payments on term life insurance; $259 in gift cards; and $12,000 for a company car allowance; (ii) Mr. Swain: a $11,675 Company contribution to the Deferred Compensation Plan; a $10,073 Company contribution to the 401(k) Plan; $4,395 in premium payments on term life insurance; $83 gift card; and $12,066 on a company car; (iii) Mr. Bart: a $8,731 contribution to pension costs; a $4,165 private travel allocation; a $64,080 payment for housing and incremental living expenses; a $18,597 payment for accrued vacation time; and $20,214 for a company car allowance; (iv) Mr. Thomas: a $12,766 Company contribution to the Deferred Compensation Plan; a $10,350 Company contribution to the 401(k) Plan; $7,183 in premium payments on term life insurance; and $10,580 for a retirement gift; and (v) Mr. Hoberman: $212,416 for sales commission; a $18,422 Company contribution to the Deferred Compensation Plan; a $10,350 Company contribution to the 401(k) Plan; $3,593 in premium payments on term life insurance; $10,744 for an annual fitness membership and $3,212 on a company car. |
Summary Compensation Table
| (5) Compensation for Mr. Bart was paid in British pounds sterling in 2023, 2024 and the first quarter of 2025 and converted to U.S. dollars using the average exchange rate in effect for each particular year. His compensation for the balance of 2025 was paid in Australian dollars and converted to U.S. dollars using the average exchange rate for 2025. Amounts are determined based on payments in the fiscal year of the Company, and not the fiscal year of the Company’s international subsidiaries, which may differ from the fiscal year of the Company. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The Company maintains the Omnibus Stock Plan under which awards of performance share units, restricted stock or stock options may be granted to specified employees of the Company. The Omnibus Stock Plan was adopted at the Company’s 2016 annual meeting of shareholders, and effective May 11, 2016. Non-equity short-term incentive plan cash awards are paid pursuant to the Company’s STIP. The following table sets forth certain information with respect to awards granted during or for the fiscal year ended December 31, 2025, to each of our named executive officers. All equity awards are payable in shares of Class A Common Stock.
Grants of Plan-Based Awards
| | | | | | | | | All | All | | Grant | | | | | | | | | | Other | Other | | Date | | | | | | | | | | Stock | Option | | Fair | | | | | | | | | | Awards: | Awards: | Exercise | Value | | | | Estimated Possible | | | Estimated Possible | | | Number of | Number of | or Base | of Stock | | | | Payouts Under Non-Equity | | | Payouts Under Long-Term Cash | | | Shares of | Securities | Price of | and | | | | Incentive Awards(1) | | | Incentive Plan Awards(2) | | | Stock | Underlying | Option | Option | | | | Minimum | Target | Maximum | Threshold | Target | Maximum | Units | Options | Awards | Awards | | Name and Position | Grant Date | ($) | ($) | ($) | ($) | ($) | ($) | (#) | (#) | ($) | ($)(3) | | R. Verma | 2/5/2025 | $0 | $800,000 | $1,600,000 | $125,000 | $500,000 | $1,000,000 | 40,849 | — | — | $479,159 | | W. B. Swain | 2/5/2025 | 0 | 315,250 | 630,500 | 62,500 | 250,000 | 500,000 | 20,424 | — | — | 239,574 | | A. J. Bart | 2/5/2025 | 0 | 286,249 | 572,498 | 62,500 | 250,000 | 500,000 | 20,424 | — | — | 239,574 | | L. C. Thomas | 2/5/2025 | 0 | 278,875 | 557,750 | 62,500 | 250,000 | 500,000 | 20,424 | — | — | 239,574 | | M. J. Hoberman | 2/5/2025 | 0 | 200,000 | 400,000 | 62,500 | 250,000 | 500,000 | 20,424 | — | — | 249,990 |
Grants of Plan-Based Awards
| (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. |
Grants of Plan-Based Awards
| (2) The 2025 LTIP performance-based grants were denominated in and will be settled in cash if earned at the end of the applicable cliff vesting period. This represents the potential cash awards 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.” |
Grants of Plan-Based Awards
| (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. |
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table sets forth certain information with respect to outstanding equity awards at December 31, 2025 of each of our named executive officers. All equity awards are payable in shares of Class A Common Stock.
Outstanding Equity Awards at December 31, 2025
| | 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 | — | — | — | — | — | — | — | 41,186(1) | $463,343 | | | — | — | — | — | — | — | — | 14,004(2) | 157,545 | | | — | — | — | — | — | — | — | 27,369(3) | 307,901 | | 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 | — | — | — | — | | | — | — | — | — | — | — | — | 20,593(1) | $231,671 | | | — | — | — | — | — | — | — | 7,003(2) | 78,784 | | | — | — | — | — | — | — | — | 13,685(3) | 153,956 | | 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 | — | — | — | — | | | — | — | — | — | — | — | — | 20,593(1) | $231,671 | | | — | — | — | — | — | — | — | 7,003(2) | 78,784 | | | — | — | — | — | — | — | — | 13,685(3) | 153,956 | | L. C. Thomas | 35,919 | — | — | $9.22 | 2/08/2027 | — | — | — | — | | | 36,010 | — | — | 8.60 | 2/07/2028 | — | — | — | — | | | 38,880 | — | — | 9.70 | 2/11/2029 | — | — | — | — | | | 42,319 | — | — | 9.01 | 2/10/2030 | — | — | — | — | | | — | — | — | — | — | — | — | 20,593(1) | $231,671 | | | — | — | — | — | — | — | — | 7,003(2) | 78,784 | | | — | — | — | — | — | — | — | 13,685(3) | 153,956 | | M. J. Hoberman | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | 20,593(1) | $231,671 | | | — | — | — | — | — | — | — | 7,003(2) | 78,784 |
Outstanding Equity Awards at December 31, 2025
| (1) Shares vest 100% on December 31, 2026. |
Outstanding Equity Awards at December 31, 2025
| (2) Shares vested 33% on December 31, 2024 and December 31, 2025 and vest 34% on December 31, 2026. |
Outstanding Equity Awards at December 31, 2025
| (3) Shares vested 33% on December 31, 2025, 33% vest on December 31, 2026 and 34% on December 31, 2027. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information concerning stock awards vested during the most recent fiscal year with respect to the named executive officers. All such awards were exercised for shares of Class A Common Stock.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | | Number of | | Number of | | | | Shares | | Shares | | | | Acquired | Value Realized | Acquired | Value Realized | | | on Exercise | on Exercise | on Vesting | on Vesting | | Name | (#) | ($) | (#) | ($) | | R. Verma | — | — | 113,859 | $1,280,914 | | W. B. Swain | — | — | 59,211 | 666,124 | | A. J. Bart | — | — | 59,211 | 666,124 | | L. C. Thomas | — | — | 59,211 | 666,124 | | M. J. Hoberman | — | — | 29,062 | 326,948 |
Pension Benefits at December 31, 2025
Pension Benefits at December 31, 2025 The Company maintains a non-contributory retirement plan, the Crawford & Company Retirement Plan (the “Retirement Plan”), for the benefit of substantially all of the U.S. employees of the Company who were employed on or before December 31, 2002. The Retirement Plan provides for annual retirement benefits at a normal retirement age of 65 (the “Normal Retirement Age”) equal to 2% of the participant’s total compensation (as defined in the Retirement Plan) for all credited years of service under the Plan. The benefits are not affected by Social Security benefits payable to the participant; however, they are actuarially reduced for retirements before the Normal Retirement Age or if the retiree selects benefits other than an individual life-time annuity. Of our named executive officers, Messrs. Swain and Thomas participate in the Retirement Plan. Effective December 31, 2002, accruals under the Retirement Plan were frozen. The following table provides information concerning the pension benefits as of December 31, 2025 with respect to the named executive officers.
Pension Benefits at December 31, 2025
| | | | Present | | | | | Years of | Value of | Payments | | | | Credited | Accumulated | During Last | | | | Service | Benefits | Fiscal Year | | Name | Plan Name | (#) | ($) | ($) | | R. Verma | — | — | — | — | | W. B. Swain | Crawford & Company Retirement Plan | 10 | $241,349 | — | | A. J. Bart | — | — | — | — | | L. C. Thomas | Crawford & Company Retirement Plan | 18 | 420,757 | — | | M. J. Hoberman | — | — | — | — |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The Company maintains an unfunded Supplemental Executive Retirement Plan (“SERP”) for certain executive officers to provide benefits that would otherwise be payable under the Retirement Plan and/or 401(k) Plan but for limitations placed on covered compensation and benefits thereunder pursuant to the Internal Revenue Code. The SERP currently allows the Company, if it elects to make a discretionary contribution to the 401(k) Plan for eligible employees, to also make an additional SERP matching contribution to the SERP for participants in the SERP. The Company may also make contributions to the Deferred Compensation Plan to make up for benefits not provided under the 401(k) Plan because of limitations on individual contributions to the 401(k) Plan. The following table provides information concerning the nonqualified deferred compensation with respect to the named executive officers.
Nonqualified Deferred Compensation
| | Executive | Company’s | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings | Withdrawals/ | Balance at | | | in Last FY | in Last FY | in Last FY | Distributions | Last FYE | | Name | ($)(1) | ($)(2) | ($) | ($) | ($) | | R. Verma | — | $33,599 | $50,501 | — | $1,056,504 | | W.B. Swain | $69,781 | 11,675 | 37,874 | $78,688 | 817,935 | | A. J. Bart | — | — | — | — | — | | L.C. Thomas | 242,500 | 12,766 | 43,099 | — | 1,019,013 | | M.J. Hoberman | — | 18,422 | 5,197 | — | 112,563 |
Nonqualified Deferred Compensation
| (1) These amounts were also included in “Salary” for 2025 in the Summary Compensation Table. |
Nonqualified Deferred Compensation
| (2) These amounts were also reported in “All Other Compensation” in the “Summary Compensation Table” in the Registrant’s Proxy Statement for its 2025 annual meeting. |
Mr. Thomas
Mr. Thomas Mr. Thomas retired effective December 31, 2025.
CEO PAY RATIO
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 2025, our last completed fiscal year:
CEO PAY RATIO
| ● | the annual total compensation of our median employee was $58,086; |
CEO PAY RATIO
| ● | the annual total compensation of our CEO was $1,394,129. |
CEO PAY RATIO
Based on this information, for 2025, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 24 to 1. With respect to the annual total compensation of our median employee, we identified and calculated the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $58,086. 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, 2025, our employee population consisted of 9,849 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 39% of these employees are located in the United States. As of December 31, 2025, our employee population was distributed as follows:
CEO PAY RATIO
| Location | Employees | | United States | 3,841 | | Canada | 892 | | United Kingdom | 1,432 | | Europe and Middle East | 824 | | Australia | 586 | | Philippines | 1,363 | | Asia Pacific | 296 | | Latin America | 615 | | Total | 9,849 |
CEO PAY RATIO
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, 2025. 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 2025 (irrespective of whether such amounts were paid in 2025) 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 2025 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, 2025. 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
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 adjusted operating earnings results for fiscal years 2021, 2022, 2023, 2024 and 2025.
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
| | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | Investment Based on: | | | | | | | | | | Average | | | | Net | | | | | Summary | | Compensation | Summary | Average | | Peer | Income | | | | Summary | Compensation | Compensation | Actually | Compensation | Compensation | Total | Group | (Loss) | Adjusted | | | 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) | | 2025 | $1,394,129 | $— | $246,428 | $— | $1,100,974 | $1,179,588 | $175/$173 | $222 | $19,676 | $84,791 | | 2024 | $2,163,638 | $— | $1,682,104 | $— | $1,184,181 | $962,774 | $116 / $133 | $220 | $26,529 | $82,500 | | 2023 | $2,354,525 | $— | $4,101,591 | $— | $1,339,586 | $1,909,104 | $129 / $145 | $164 | $30,609 | $85,361 | | 2022 | $1,939,121 | $— | $536,982 | $— | $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 |
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
| (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”). |
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
| (2) No data to report. |
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
| (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: |
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
Adjustments to Determine Compensation Actually Paid for Current CEO:
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
| Current CEO: | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total Compensation | $1,394,129 | $2,163,638 | $2,354,525 | $1,939,121 | $2,487,739 | | Less: Stock and Option Award Values Reported in SCT for the Fiscal Year | (479,159) | (948,513) | (866,316) | (868,784) | (887,514) | | Plus: Fair Value for Stock and Option Awards Granted and Vested in the Fiscal Year | 151,650 | 157,112 | 337,026 | 112,020 | 133,111 | | Change in Fair Value for Stock and Option Awards Granted in Prior Years and Vested in Fiscal Year | (207,262) | (75,053) | 318,429 | (40,666) | 101,796 | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock and Option Awards Granted in Fiscal Year | — | 766,513 | 1,652,540 | 308,489 | 626,333 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | — | (145,135) | 305,387 | (412,952) | 9,153 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | (612,930) | (236,458) | — | (500,246) | — | | Compensation Actually Paid | $246,428 | $1,682,104 | $4,101,591 | $536,982 | $2,470,618 |
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
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.
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
| (4) No data to report. |
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
| (5) The dollar amounts reported in this column are the amounts of total compensation 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 2025, Messrs. Bart, Swain, Hoberman and Thomas; (ii) for 2024, Messrs. Bart, Swain, Hoberman and Thomas; (iii) for 2023, Messrs. Bart, Blanco, Swain, Hoberman and Thomas; (iv) for 2022, Messrs. Bart, Blanco, Swain and Thomas (v) for 2021, Messrs. Blanco, Hoberman, Swain and Thomas. |
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
| (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: |
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs:
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
| Average Compensation | 2025 | 2024 | 2023 | 2022 | 2021 | | SCT Total Compensation | $1,100,974 | $1,184,181 | $1,339,586 | $1,210,438 | $1,372,878 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year | (242,178) | (474,257) | (476,705) | (514,411) | (506,251) | | Plus: Fair Value for Stock and Option Awards Granted and Vested in the Fiscal Year | 77,482 | 78,550 | 171,194 | 66,328 | 73,561 | | Change in Fair Value for Stock and Option Awards Granted in Prior Years and Vested in Fiscal Year | (98,440) | (26,264) | 146,588 | (22,117) | 58,121 | | Fair Value at Fiscal Year-End of Outstanding and Unvested Stock and Option Awards Granted in Fiscal Year | 402,704 | 383,256 | 617,643 | 182,657 | 346,132 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | (60,902) | (67,139) | 129,566 | (234,959) | 10,607 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year | — | (115,553) | (17,175) | (295,493) | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans | — | — | (1,593) | — | — | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans | (52) | — | — | — | — | | Compensation Actually Paid | $1,179,588 | $962,774 | $1,909,104 | $392,442 | $1,355,049 |
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
| (7) The peer group used for this purpose is S&P Property-Casualty Insurance Index. |
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
| (8) We have determined that adjusted 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. |
PAY VERSUS PERFORMANCE DISCLOSURE TABLE
The following chart provides a graphical representation of the Compensation Actually Paid to the current CEO and Average Non-CEO NEOs as compared to the Company’s total shareholder return. The following chart provides a graphical representation of the Compensation Actually Paid to the current CEO and Average Non-CEO NEOs as compared to the Company’s Net Income (Loss). The following chart provides a graphical representation of the Compensation Actually Paid to the current CEO and Average Non-CEO NEOs as compared to the Company’s Adjusted Operating Earnings. 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.