DEF 14A of Crawford & Co, Apr 5, 2024

DEF 14A of Crawford & Co

Filed Apr 5, 2024 · FY20230001558370-24-004747

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  2. 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:

  3. Nominee Information

    | | 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. |

  4. Nominee Information

    | | 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. |

  5. Nominee Information

    | | 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. |

  6. Nominee Information

    | | 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. |

  7. 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 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:

  8. Director Compensation

    | 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 |

  9. Director Compensation

    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.

  10. Director Compensation Table

    Director Compensation Table

  11. 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 |

  12. 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. |

  13. Director Compensation Table

    | (2) Preferential earnings from the Crawford & Company Nonqualified Deferred Compensation Plan for Eligible Employees and Eligible Directors (the “Deferred Compensation Plan”). |

  14. Overview

    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. 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.

  15. Overview

    | (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. |

  16. Elements of Compensation

    | | Base Salary | Annual Cash Incentive | Equity Incentives | | Form of compensation | Cash | Cash | Equity | | Type | N/A | Annual Cash Incentive | Time-Vested Restricted Stock Performance Share Units | | 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 Operating Earnings Operating Margin | Earnings Per Share |

  17. 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 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.

  18. 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 and other discretionary awards under the Company’s cash and equity incentive compensation plans. |

  19. 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 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.

  20. Benchmarking

    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:

  21. Benchmarking

    | 1. | General Industry Survey Data (Size-Adjusted using revenue regression or tabular cuts to approximate Company’s annual revenues); and |

  22. Benchmarking

    | 2. | Customized Business Services Industry Comparator Group; and |

  23. Benchmarking

    | 3. | Insurance Industry Comparator Group (Companies with market cap between three-quarters to four times). |

  24. Benchmarking

    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. 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.

  25. 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 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.

  26. 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 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:

  27. 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 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:

  28. Components of Compensation

    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. 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.

  29. Components of Compensation

    | (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. |

  30. Components of Compensation

    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.

  31. Components of Compensation

    For 2023, Mr. Verma elected to receive 100% of his LTIP awards in share units. 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).

  32. 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, 2023.

  33. Summary Compensation Table

    | | | | | | | | 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 |

  34. 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. |

  35. Summary Compensation Table

    | (2) See the section “Compensation Discussion and Analysis” for a discussion of how these amounts were calculated. |

  36. Summary Compensation Table

    | (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. |

  37. Summary Compensation Table

    | (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; |

  38. Summary Compensation Table

    | $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. |

  39. Summary Compensation Table

    | (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. |

  40. Summary Compensation Table

    | (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. |

  41. 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 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.

  42. 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 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 |

  43. 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. |

  44. Grants of Plan-Based Awards

    | (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.” |

  45. 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. |

  46. Outstanding Equity Awards at December 31, 2023

    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.

  47. Outstanding Equity Awards at December 31, 2023

    | | 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 |

  48. Outstanding Equity Awards at December 31, 2023

    | (1) Shares vest 100% on December 31, 2024. |

  49. Outstanding Equity Awards at December 31, 2023

    | (2) Shares vested 33% on December 31, 2022 and December 31, 2023 and vest 34% on December 31, 2024. |

  50. Outstanding Equity Awards at December 31, 2023

    | (3) Shares vest 100% on December 31, 2025. |

  51. Outstanding Equity Awards at December 31, 2023

    | (4) Shares vested 33% on December 31, 2023 and December 31, 2024 and vest 34% on December 31, 2025. |

  52. 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.

  53. 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 | — | — | 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 | — | — | — | — |

  54. Pension Benefits at December 31, 2023

    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.

  55. Pension Benefits at December 31, 2023

    | | | | 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 | — | — | — | — |

  56. 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.

  57. Nonqualified Deferred Compensation

    | | 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 | — | — | — | — | — |

  58. Nonqualified Deferred Compensation

    | (1) These amounts were also included in “Salary” for 2023 in the Summary Compensation Table. |

  59. 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 2023 annual meeting. |

  60. 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 2023, our last completed fiscal year:

  61. CEO PAY RATIO

    | ● | the annual total compensation of our median employee was $53,208; |

  62. CEO PAY RATIO

    | ● | the annual total compensation of our CEO was $2,354,525. |

  63. CEO PAY RATIO

    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):

  64. CEO PAY RATIO

    | 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 |

  65. 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, 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.

  66. 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 operating earnings results for fiscal years 2020, 2021, 2022 and 2023.

  67. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | | | | | | | | 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 |

  68. 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”). |

  69. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | (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”). |

  70. 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: |

  71. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    Adjustments to Determine Compensation Actually Paid for Current CEO:

  72. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | 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 |

  73. 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.

  74. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | (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: |

  75. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    Adjustments to Determine Compensation Actually Paid for Former CEO:

  76. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | 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 |

  77. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | (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 |

  78. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | 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. |

  79. 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: |

  80. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    Adjustments to Determine Compensation Actually Paid for Non-CEO NEOs:

  81. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | 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 |

  82. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | (7) The peer group used for this purpose is S&P Property-Casualty Insurance Index. |

  83. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | (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. |

  84. PAY VERSUS PERFORMANCE DISCLOSURE TABLE

    | (9) Total Shareholder Return data for 2020, 2021, and 2022 originally included in the 2023 Proxy Statement has been corrected in the table below. |

  85. 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 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.