Dear Shareholder:
You are cordially invited to attend the Company’s 20102013 Annual Meeting of Shareholders, which will be held on Tuesday,Wednesday, May 4, 2010,8, 2013, beginning at 2:00 p.m. Eastern Time at the Company’s headquarters, 1001 Summit Boulevard, N.E., Atlanta, Georgia 30319.
The official Notice of Annual Meeting of Shareholders, Proxy Statement and form of Proxy are included with this letter and contain information about the annual meeting and the various matters on which you are being asked to vote.
As is our custom, a brief report will be made immediately after the annual meeting on the Company’s 20092012 activities and the outlook for 2010.2013. We hope you will be able to attend the annual meeting.Whether or not you plan to attend, it is important that you sign and return your Proxy, or vote electronically by telephone or through the Internet, promptly, as your vote is important to the Company.
On behalf of our Board of Directors, officers, and employees, we wish to thank you for your continued interest in and support of Crawford & Company.
Sincerely,  |
|
Jeffrey T. Bowman |
President and Chief Executive Officer |
CRAWFORD & COMPANY
P.O. Box 5047
Atlanta, Georgia 30302
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 4, 20108, 2013
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Crawford & Company (the “Company”) will be held at the Company’s headquarters, 1001 Summit Boulevard, N.E., Atlanta, Georgia, 30319, on Tuesday,Wednesday, May 4, 2010,8, 2013, at 2:00 p.m. Eastern Time, for the following purposes:
1. To elect eight (8)nine (9) directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified;
2. To approve, on an amendmentadvisory basis, the compensation paid to certain of the Crawford & Company 1996 Employee Stock Purchase Plan, as amended, to increase the number of shares of Class A Common Stock available under the Plan by 1,000,000;
3. To approve the Crawford & Company U.K. ShareSaveSharesave Scheme, as amended;
4. To ratify the appointment of Ernst & Young LLP as independent auditorsauditor for the Company for the 20102013 fiscal year; and
5. To transact any and all other such business as may properly come before the annual meeting, orincluding any adjournment or postponement thereof.
Information relating to the above matters is set forth in the accompanying Proxy Statement dated March 23, 2010.29, 2013. Only shareholders of record of Class B Common Stock of the Company as of the close of business on March 15, 20105, 2013 are entitled to vote at the annual meeting, orincluding any adjournment or postponement thereof. Shares of Class A Common Stock of the Company are not entitled to be votedvote at the annual meeting.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2010:
The proxy statement and 2009our 2012 annual report are available at https://materials.proxyvote.com/224633. If you need directions to the annual meeting, please call (404) 300-1000.
By Order of The Board of Directors, |
|
Allen W. Nelson, |
Secretary |
Atlanta, Georgia
March 23, 2010
It is important that your shares of Class B Common Stock be represented at the annual meeting whether or not you are personally able to be present.attend. Accordingly, please complete and sign the enclosed Proxy and return it in the accompanying postage prepaidpostage-paid envelope, or vote your Proxy electronically by telephone or through the Internet.Internet as soon as possible. Signing and returning the Proxy, or submitting it electronically, will not affect your right to attend and vote in person at the annual meeting.
This Proxy is being solicited with respect to shares of Class B Common Stock of the Company by the Board of Directors of the Company. Proxies are not being solicited with respect to shares of Class A Common Stock of the Company.
CRAWFORD & COMPANY
P.O. Box 5047
Atlanta, Georgia 30302
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
To be Held on May 4, 20108, 2013
The 2013 Annual Meeting of Shareholders of Crawford & Company, and any adjournment or postponement thereof (the “Annual Meeting”), will be held at the headquarters of the Company, located at 1001 Summit Boulevard, N.E., Atlanta, Georgia 30319 on Tuesday,Wednesday, May 4, 20108, 2013 at 2:00 p.m., Eastern Time. WeThis Proxy Statement and the accompanying form of Proxy are first mailingbeing mailed or delivering, or makingdelivered electronically to shareholders and made available on the Internet at https://materials.proxyvote.com/224633, this Proxy Statement and the form of Proxy to shareholders on or about March 23, 2010.April 5, 2013. Our Annual Report to Shareholders for the fiscal year ended December 31, 20092012 is also being delivered with this Proxy Statement and is also being made available on the Proxy Statement.
Why am I being furnished this Proxy Statement and Proxy?
You are being furnished this Proxy Statement and the accompanying Proxy Card, or “Proxy,” because you own shares of the Company’s Class B Common Stock. A Proxy is a legal designation of another person to vote the stock that you own. That other person is called a “proxy.” If you designate someone as your proxy in a written document, that document is also called a proxy, a proxy card or a form of proxy.
All holders of the Company’s shareholdersClass B Common Stock on the Record Date, described below, are being furnished a copy of the Notice of Annual Meeting. However, onlyMeeting and this Proxy Statement. Only holders of the Company’s Class B Common Stock are entitled to vote on the matters subject to a vote at the Annual Meeting. The Proxy Statement describes the matters which will be voted on at the Annual Meeting. It also gives you information so that you can make an informed voting decision.
What is the purpose of a Proxy?
If you sign and return the Proxy, you are appointing J.T. Bowman, W.B. Swain and A.W. Nelson as your representatives at the Annual Meeting. Messrs. Bowman, Swain and Nelson will vote your shares of Class B Common Stock at the Annual Meeting as you instruct them on the Proxy. This way, your shares will be voted at your direction whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, it is a good idea towe request that you complete, sign and return your Proxy, vote by telephone or vote over the Internet in advance of the Annual Meeting just in case your plans change.
Who is furnishing the Proxy Statement and Proxy?
The Board of Directors of the Company is furnishing this Proxy Statement and Proxy to solicit proxies on its behalf to vote at the Annual Meeting.
How do I know if I am entitled to vote? What is a record date?
Only shareholders of record of our Class B Common Stock as of the close of business on March 15, 2010,5, 2013, which we refer to as the “Record Date,” are entitled to notice of, and to vote at, the Annual Meeting.
How many shares of Class B Common Stock are outstanding? How many votes is each share of Class B Common Stock entitled to at the Annual Meeting?
As of the Record Date, we had outstanding 24,697,17224,690,172 shares of Class B Common Stock and each share beingis entitled to one vote for each of the director nominees to be elected at the Annual Meeting, and one vote on each other matter to be acted upon at the Annual Meeting.
The Company’s two classes of stock are substantially identical, except with respect to voting rights and the Record Date. SharesCompany’s ability to pay greater cash dividends on the Class A Common Stock than on the Class B Common
Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common Stock are not entitled to vote atmust receive the Annual Meeting. Accordingly, no Proxysame type and amount of consideration as holders of Class B Common Stock, unless different consideration is being requested and no Proxy should be returned with respect to such shares.
How many votes do you need to hold the Annual Meeting?
In order for us to conduct business at the Annual Meeting, we must have a quorum at the Annual Meeting, which means that a majority of the issued and outstanding shares of Class B Common Stock as of the Record Date must be present. Your voteShares of Class B Common Stock will be counted as present for purposes of determining the presence of a quorum if you:those shares are:
voted over the Internet or by telephone in advance of the Annual Meeting,
properly submitted via Proxy (even if the Proxy does not provide voting instructions) in advance of the Annual Meeting, or
present at the Annual Meeting and voted in person.
Abstentions and “broker non-votes” will be counted as present and entitled to vote for purposes of determining a quorum. A “broker non-vote” occurs when a registered holder (such as a broker or bank) holding shares in “street name” for a beneficial owner (described below) does not vote on a particular proposal because the registered holder does not have or declines to exercise discretionary voting power forwith respect to that particular itemproposal and has not received voting instructions from the beneficial owner. Please note that banks and brokersregistered holders which have not received voting instructions from their clientsthe beneficial owner may, not vote their clients’ shares on the election of directors, the amendment to the Crawford & Company 1996 Employee Stock Purchase Plan or the Crawford & Company U.K. ShareSave Scheme, but may, butalthough they are not required to, vote such shares with respect to the ratification of the appointment of the Company’s independent auditors.
On what items am I being asked to vote?
You are being asked to vote on four items:
the election of nine (9) directors;
the advisory approval of the compensation of certain of our executive officers;
the approval of the addition of 1,000,000 authorized shares of Class A Common Stock to the Crawford & Company U.K. Sharesave Scheme, as amended; and
the ratification of Ernst & Young LLP as our independent auditor for our 2013 fiscal year.
How may I vote on alleach of the matters to be considered at the Annual Meeting?
With respect to the election of directors, you may:
vote FOR all nominees;
WITHHOLD AUTHORITY to vote for one or more of the nominees and vote FOR the remaining nominees; or
WITHHOLD AUTHORITY to vote for all nine (9) nominees.
Each share of Class B Common Stock is entitled to cast an affirmative vote for up to eight (8) Directornine (9) director nominees. Cumulative voting is not permitted. The eightnine nominees for Directordirector who receive the highest number of votes cast, in person or by Proxy, at the Annual Meeting will be elected as Directors.directors. Votes withheld, abstentions and broker non-votes, will have no effect on the outcome of the election of Directors.
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vote FOR the proposal;
vote AGAINST the proposal; or
ABSTAIN from voting on the proposal.
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With respect to the approval of the addition of 1,000,000 authorized shares of Class A Common Stock to the Crawford & Company U.K. Sharesave Scheme, you may:
vote FOR the proposal;
vote AGAINST the proposal; or
ABSTAIN from voting on the proposal.
With respect to the ratification of our independent auditor, you may:
vote FOR the proposal;
vote AGAINST the proposal; or
ABSTAIN from voting on the proposal.
The affirmative vote of a majority of the votes cast is required for each of the advisory approval of the compensation of certain of our executive officers and the ratification of the appointment of the Company’s independent auditor. With respect to each of these items, shareholders may (1) vote “for,” (2) vote “against,” or (3) “abstain” from voting. Abstentions and broker non-votes are not considered to be voted atvotes cast and therefore will have no effect on the Annual Meeting, you may:
The affirmative vote of a majority of the votes cast is also required to approve each otherof the addition of 1,000,000 authorized shares of Class A Common Stock to the Crawford & Company U.K. Sharesave Scheme, as amended. In addition, New York Stock Exchange, or “NYSE,” rules require that the total votes cast on the proposal is a majorityto approve the Crawford & Company U.K. Sharesave Scheme, as amended, represent greater than 50% of the shares of Class B Common Stock present in person or represented by Proxy. For these purposes,outstanding as of the Record Date. Under New York Stock Exchange rules, abstentions are neither countedwill be treated as votes cast for oron this proposal, but broker non-votes will not. As a result, abstentions will be treated as a vote against a proposal.
How do I vote?
In order for us to ensure we have sufficient votes to conduct business at the Annual Meeting, we request that you vote by one of the following methods as soon as possible. You may also thereafter attend the Annual Meeting and vote your shares in person, orperson.
Voting by Mail. If you may choose to submitvote by mail, simply complete the enclosed Proxy, date and sign it, and return it in the postage-paid envelope provided. Your shares will be voted in accordance with the instructions on your Proxy unless it is properly revoked by you.
Voting by Telephone. You may vote your shares by telephone by calling the toll-free telephone number provided on the Proxy. Telephone voting is available 24 hours a day until May 7, 2013, and the procedures are designed to authenticate votes cast by using a personal identification number located on your Proxy. The procedures allow you to give a Proxy to vote your shares and to confirm that your instructions have been properly recorded.
Voting by Internet. You also may vote your shares through the Internet by signing on to the website identified on the Proxy and following the procedures described on the website. Internet voting is available 24 hours a day until May 7, 2013, and the procedures are designed to authenticate votes cast by using a personal identification number located on your Proxy. The procedures allow you to give a Proxy to vote your shares and to confirm that your instructions have been properly recorded.
What if I change my mind after I vote by Proxy?
Any shareholder giving a Proxy has the power to revoke it at any time before it is voted at the Annual Meeting by the giving of another Proxy by mail bearing a later date or thereafter voting by phone or the Internet, or written notification of the following methods:
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What if I return my Proxy but do not provide voting instructions?
If you properly execute and return your Proxy but do not indicate any voting instructions with respect to one or more matters to be voted upon at the Annual Meeting, your shares will be voted in accordance with the recommendation of the Board of Directors as to all such matters.
Specifically, your shares will be voted FOR the election of all Directordirector nominees, FOR the amendmentadvisory approval of the compensation of certain of our executive officers, FOR the approval of the addition of 1,000,000 authorized shares of Class A Common Stock to the Crawford & Company 1996 Employee Stock Purchase Plan, as amended, FOR the approval of the Crawford & Company U.K. ShareSaveSharesave Scheme, as amended, and FOR the ratification of the appointment of Ernst & Young LLP as independent auditorsauditor of the Company for the 20102013 fiscal year, as well as in the discretion of the persons named as proxies on all other matters that may properly come before the Annual Meeting.
Are voting procedures different if I hold my shares in the name of a broker, bank or other nominee?
If you are a shareholder whose shares are held in “street name,”name” (i.e., in the name of a broker, bank or other record holder), you must either direct the record holder of your shares how to vote your shares or obtain a Proxy, executed in your favor, from the record holder to be able to vote at the Annual Meeting.
We encourage shareholders who hold shares of Class B Common Stock in street name to provide instructions to that record holder on how to vote yourthose shares. Providing voting instructions ensures that your shares will be voted at the Annual Meeting. If shares are held through a brokerage account, the brokerage firm, under certain circumstances, may vote the shares without instructions. On certain “routine” matters, such as the ratification of the appointment of auditors, brokerage firms have authority under New York Stock Exchange, or NYSE rules to vote their customers’beneficial holders’ shares if the customersbeneficial holders do not provide voting instructions. When a brokerage firm votes its
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On “non-routine” matters, if thea brokerage firm has not received voting instructions from the shareholder,a beneficial holder, the brokerage firm cannot vote the shares on that proposal, which is considered a “broker non-vote.” Broker non-votes will beare counted for purposes of establishing a quorum to conduct business at the Annual Meetinga meeting, but not for determining the number of shares voted for or against the non-routine matter. TheAt the Annual Meeting, the proposals relating to the election of directors, the amendmentadvisory approval of the compensation of certain of our executive officers and the approval of the addition of 1,000,000 authorized shares of Class A Common Stock to the Crawford & Company 1996 Employee Stock Purchase Plan, as amended, and the approval of the Crawford & Company U.K. ShareSaveSharesave Scheme, as amended, are each considered non-routine matters.
How can I obtain a copy of the 20092012 Annual Report to Shareholders and the 2009 Annual Report onForm 10-K?Report?
Our Annual Report to the Shareholders (which includes our Annual Report on Form 10-K) (“Annual Report”) for the fiscal year ended December 31, 20092012 is enclosed herewith. The Annual Report forms no part of the material for the solicitation of proxies. Our Annual Report onForm 10-K, for the fiscal year ended December 31, 2009, filed with the Securities and Exchange Commission, or “SEC,” and our Annual Report to Shareholders, are available free of charge upon written request to the Corporate Secretary, Legal Department, Crawford & Company, P. O. Box 5047, Atlanta, Georgia 30302 and on the Company’s web site www.crawfordandcompany.com. The Annual Report onForm 10-K (including all exhibits) is also available on the SEC’s website at www.sec.gov.
Who is paying for the expenses of this solicitation?
The cost of solicitation of proxies will be borne by the Company. In an effort to have as large a representation at the Annual Meeting as possible, special solicitation of proxies may, in certain instances, be made personally, or by telephone, electronic mail or by mail by one or more of our employees.officers, employees or directors. We will also reimburse brokers, banks, nominees or other fiduciaries for the reasonable clerical expenses of forwarding the proxy material to their principals, the beneficial owners of the Company’s Class A or Class B Common Stock.
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PROPOSAL 1 — ELECTION OF DIRECTORS
Nominees and Voting
Currently, the Annual Meeting, our Board of Directors hasis fixed at nine members and, in accordance therewith, the number of Directors constituting the full Board at eight, and has nominated the eightnine persons listed below to be elected as Directors,directors, to hold office until the Company’s next annual meeting and until their respective successors are elected and qualified. Each nominee except Russel L. Honoré,is a current director who was elected by the shareholders at the Company’s previous annual meeting on May 5, 2009. Gen. Honoré is a member of the present Board of Directors and was appointed as a member of the Board on May 5, 2009.9, 2012. If, at the time of the Annual Meeting, any of the nominees should be unable or unwilling to serve, the persons named in the Proxy willmay vote for substitute nominees selected by the Board of Directors or, as an alternative, the Board of Directors could reduce the size of the Boardand/or the number of Directorsdirectors to be elected at the Annual Meeting. We have no reason to believe that any of the nominees will be unable or unwilling to serve as a Directordirector for his or her full term until the next annual meeting and until his or her successor is elected and qualified.
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The following gives certain information as to each person nominated by our Board of Directors for election as a Director:
| Harsha V. Agadi, age 50, is the Executive Chairman of Quiznos, LLC, a quick service sandwich chain, a position he has held since February 2012. From August 16, 2010 until February 10, 2012, Mr. Agadi was Chairman and Chief Executive Officer of Friendly’s Ice Cream Corp., a restaurant chain which provides sandwiches and ice cream desserts. From December 26, 2004 until December 2, 2009, Mr. Agadi was President and Chief Executive Officer of Church’s Chicken, a franchised quick service chicken restaurant. In addition, since 2000 Mr. Agadi has served as Chairman and Chief Executive Officer of GHS Holdings, LLC, an investing and restaurant consulting business. He serves on the boards of Quiznos, LLC, The Krystal Company and Orient Express Hotels, Ltd. Mr. Agadi was appointed as a member of the Board on August 3, 2010. The Board believes Mr. Agadi’s experience in establishing global brands and improving the operations of companies he has led qualifies him to serve as a director of the Company. | |
| P. George Benson, age 66, is the President of the College of Charleston, a position he has held since February 2007. From June 1998 until January 2007, he was Dean of the Terry College of Business at the University of Georgia. Dr. Benson has served as a member of the Board of Directors since September 1, 2005. Dr. Benson also serves as a member of the boards of directors of Primerica, Inc. and AGCO, Inc. Dr. Benson’s distinguished professional background in academics and leadership positions at the College of Charleston and University of Georgia, together with the experience he brings to the Board as a director of the Company for more than seven years, led to the Board’s decision to nominate Dr. Benson for reelection to our Board. | |
| Jeffrey T. Bowman, age 59, is the President and Chief Executive Officer of the Company, a position he has held since January 1, 2008. Prior to that, from January 1, 2006 he was Executive Vice President and Chief Operating Officer – Global Property & Casualty of the Company and was in charge of the Company’s then-existing U.S. Property & Casualty and International Operations segments, which segments have subsequently been realigned. From April 1, 2001 to December 31, 2005, he was President of Crawford & Company International, Inc. managing the Company’s international operations. He has served as a member of the Board of Directors since February 5, 2008. Mr. Bowman has a designation of Fellow of the Certified Chartered Accountants from the United Kingdom based Association of Chartered Certified Accountants. The Board believes Mr. Bowman’s executive leadership, and the extensive industry expertise he has developed working in senior management, uniquely qualify Mr. Bowman to continue to serve as a director of the Company. | |
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| Jesse C. Crawford, age 64, is the President and Chief Executive Officer of Crawford Media Services, Inc., an Atlanta, Georgia based provider of electronic media services for television, film and archival clients, and was appointed to this position on January 15, 2010. Prior to that and since September 1984, he was President and Chief Executive Officer 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 22, 1986. 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 more than 26 years, qualify him to continue to serve on the Board. | |
| James D. Edwards, age 69, is a retired partner of Arthur Andersen LLP. Mr. Edwards has served as a member of the Board of Directors since February 1, 2005. Mr. Edwards also serves as a member of the boards of directors of Cousins Properties, Inc. and Huron Consulting Group, Inc. Mr. Edwards’ significant financial expertise developed through 30 years’ experience in public accounting, as well as his public company board experience in varied industries, were important considerations in the Board’s belief that Mr. Edwards is highly qualified to serve on our Board. | |
| Russel L. Honoré, age 65, Lieutenant General (U.S. Army, Ret.), has served as a member of the Board of Directors since May 5, 2009. From 2004 through 2008, Gen. Honoré served as a lieutenant general in the U.S. Army, holding the post of Commanding General, First U.S. Army. Since his retirement in February 2008, Gen. Honoré has been self employed as a public speaker, author and consultant. Gen. Honoré has significant experience relating to disaster preparedness, particularly including his role as commander of the joint task force responsible for coordinating military relief efforts after Hurricane Katrina. The Board believes Gen. Honoré is highly qualified to serve as a director as a result of his significant leadership experience, public service background and his high level management insight and experience related to catastrophes and similar large-scale operations. | |
| Joia M. Johnson, age 53, is the Chief Legal Officer, General Counsel and Corporate Secretary for Hanesbrands Inc., a marketer of innerwear, outerwear and hosiery apparel based in Winston-Salem, North Carolina. Ms. Johnson joined Hanesbrands Inc. in January 2007. From January 2001 until January 2007 she was Executive Vice President, General Counsel and Secretary for RARE Hospitality International, Inc., a publicly traded restaurant franchise owner and operator based in Atlanta, Georgia. Ms. Johnson serves on the H. J. Russell & Company board of directors and on several professional and civic boards. Ms. Johnson was appointed as a member of the Board on February 1, 2011. The Board has determined that her experience establishing and leading corporate legal functions, and particularly her leadership in the area of corporate social responsibility, qualify her to serve as a director of the Company. | |
| Charles H. Ogburn, age 57, served as an Executive Director of Arcapita Inc., an international private equity firm, from March 2001 until his retirement on July 31, 2010. Mr. Ogburn has served as a member of the Board of Directors since February 3, 2009. Mr. Ogburn also serves as trustee of The Cook & Bynum Fund, a mutual fund. Mr. Ogburn has extensive experience in international business matters as well as financial counseling to public and private companies in various life-cycle stages, which experience the Board considered in determining that it believes Mr. Ogburn remains qualified to serve on the Board. | |
| E. Jenner Wood, III, age 61, is the Chairman of the Board, President and Chief Executive Officer of SunTrust Bank Georgia/North Florida Division, a position he has held since January 2013. From April 2010 until January 2013, he was Chairman of the Board, President and Chief Executive Officer of SunTrust Bank Atlanta/Georgia Division. From June 2002 until April 2010, he was Chairman of the Board, President and Chief Executive Officer of SunTrust Bank, Central Group. Mr. Wood has served as a member of the Board of Directors since April 22, 1997. Mr. Wood also serves as a member of the boards of directors of Oxford Industries, Inc. and The Southern Company. Mr. Wood’s experience in financing matters for companies in various industries and of various sizes, as well as his experience gained from sitting as a member of the board of other publicly-traded companies and the depth of his experience with Crawford, led to the Board’s decision that Mr. Wood is highly qualified to serve on our Board. | |
Shareholder Vote
Holders of each share of Class B Common Stock may:
vote FOR the election of the nine (9) nominees for director;
WITHHOLD AUTHORITY to vote for one or more of the nominees and vote FOR the remaining nominees; or
WITHHOLD AUTHORITY to vote for all nine (9) nominees.
Election of directors is determined by a plurality of votes. The 8nine nominees receiving the highest number of affirmative votes will be elected as directors. Cumulative voting is not permitted. Votes withheld, or abstentions, and broker non-votes, will have no effect on the outcome of the election of directors.
The Board of Directors unanimously recommends a vote FOR each of its nominees for Director.
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EXECUTIVE OFFICERS
The following are the names, positions held, and ages of each of the executive officers of the Company:
Name | Office | Age | ||
J. T. Bowman | President and Chief Executive Officer | 59 | ||
W. B. Swain | Executive Vice President, Chief Financial Officer | 49 | ||
A. W. Nelson | Executive Vice President, General Counsel, Corporate Secretary and Chief Administrative Officer | 48 | ||
K. B. Frawley | Executive Vice President, Chief Executive Officer, Americas | 61 | ||
D. A. Isaac | Executive Vice President, Chief Executive Officer, The Garden City Group, Inc. | 48 | ||
D. M. Lisenbey | Executive Vice President, Chief Executive Officer & President, Broadspire Services, Inc. | 49 | ||
I. V. Muress | Executive Vice President, Chief Executive Officer — Europe, Middle East, Africa & Asia-Pacific | 55 | ||
M. F. Reeves | Executive Vice President, Global Markets | 59 | ||
V. E. Cole | Executive Vice President, Global Strategy and Business Performance | 43 | ||
E. V. Lauria | Executive Vice President, Global Client and Business Development | 57 | ||
B. S. Flynn | Executive Vice President, Global Chief Information Officer | 53 | ||
W. F. Bell | Vice President and Controller | 52 |
Mr. Bowman was appointed to his present position with the Company on January 1, 2008. From January 1, 2006 to December 31, 2007 he was Executive Vice President and Chief Operating Officer — Global Property & Casualty of the Company, and was in charge of the Company’s then-existing U.S. Property & Casualty and International Operations segments, which segments have subsequently been realigned. From April 1, 2001 to December 31, 2005 he was President of Crawford & Company International, Inc. managing the Company’s international operations.
Mr. Swain was appointed to his present position with the Company on October 6, 2006 and from May 2, 2006 acted as Senior Vice President and interim Chief Financial Officer of the Company. Prior to that and from January 1, 2000 he was Senior Vice President and Controller of the Company.
Mr. Nelson was appointed to his present position with the Company on January 7, 2008. From October 24, 2006 through January 7, 2008 he was Executive Vice President — General Counsel and Corporate Secretary of the Company. From October 17, 2005 through October 24, 2006 he was Senior Vice President — General Counsel and Corporate Secretary of the Company.
Mr. Frawley was appointed to his present position as Executive Vice President, CEO — Americas in charge of the Company’s Americas segment effective January 7, 2008. Prior to that and from February 23, 2005 when he joined the Company, he was responsible for the Company’s then-existing legal settlement administration division.
Mr. Isaac was appointed to his current position with The Garden City Group, Inc. (“GCG”), a wholly-owned subsidiary of the Company, on May 6, 2008. Prior to that and from October 2006 he was Chief Executive Officer of GCG. Prior to that and from February 2000 he was President of GCG.
Ms. Lisenbey was appointed to her present position as Executive Vice President, President & CEO, Broadspire Services, Inc., a wholly-owned subsidiary of the Company, effective March 29, 2012. Prior to that and from November 2007, she was Senior Vice President, Chief Operations Officer for Medical Management Services of Broadspire Services, Inc.
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Mr. Muress was appointed to his present position as Executive Vice President, CEO — Europe, Middle East, Africa & Asia-Pacific, in charge of the Company’s EMEA/AP segment effective January 7, 2008. Prior to that and from January 2006 he was CEO-EMEA and from August 2002, when he joined the Company’s U.K. subsidiary, until January 2006 he was CEO — UK & Ireland, in charge of the Company’s operations in the United Kingdom and Ireland.
Mr. Reeves was appointed to his present position in charge of Global Markets effective January 7, 2008. Prior to that and from November 1, 2004 he was Senior Vice President — Corporate Multinational Risks, responsible for the strategy, sales and account management of the Company’s relationships with entities within the Fortune 1000.
Mr. Cole was appointed to his present position as Executive Vice President, Global Strategy and Business Performance, effective July 2, 2012. Prior to that and from June 2011 he was Chief Executive Officer of Activa Medical, a medical device company. From March 2010 to June 2011 he was Chief Executive Officer of Aggio Medical, a healthcare company. From January 2006 to March 2010 he was Senior Vice President, Strategy and Chief Marketing Officer of Genworth Financial, Inc., an international financial services company.
Mr. Lauria was appointed to his present position as Executive Vice President, Global Client and Business Development, effective July 23, 2012. Prior to that and from August 2008 he was a Managing Director of Wells Fargo Insurance Services, an insurance brokerage division of Wells Fargo & Company. From November 2007 to August 2008 he was a Regional Managing Director of Wachovia Insurance Services, an insurance brokerage division of Wachovia Corporation.
Mr. Flynn was appointed to his present position in charge of the Company’s global information technology operations effective December 10, 2007. Prior to joining the Company and since May 2001 he was Senior Vice President-Technology of BCD Travel USA, LLC, a travel management company.
Mr. Bell was appointed to his present position with the Company December 4, 2006.
CORPORATE GOVERNANCE
Director Independence
Our Corporate Governance Guidelines provide that a majority of our Directorsdirectors will be independent Directorsdirectors under the NYSE corporate governance listing standards, as in effect from time to time. In addition, our Corporate Governance Guidelines include certain categorical independence standards to assist the Board in determining Directordirector independence. The full text of our Corporate Governance Guidelines can be found on our website at www.crawfordandcompany.com by clicking on the “Corporate Governance” tab, and are available in print to any shareholder that requests it.
As required by our Corporate Governance Guidelines, the Board of Directors reviewed and analyzed the relationships of each Directordirector and Directordirector nominee with the Company and its management. The purpose of the review was to determine whether any particular relationships or transactions involving Directorsdirectors or Directordirector nominees, or their respective affiliates or immediate family members, were inconsistent with a determination that the Directordirector or director nominee is independent for purposes of serving on the Board and any of its Committees.
As a result of this review, the Board has determined, pursuant to the listing standards of the NYSE and our Corporate Governance Guidelines, that all Directordirector nominees standing for election are independent for purposes of serving on the Board of Directors, except Mr. Bowman, who is an employee of the Company. In addition,making the independence determinations, the Board has determinedconsidered that all of the members of the Audit Committee and the Nominating/Corporate Governance/Compensation Committee are independent. The company with which Mr. Wood is affiliated,Wood’s employer, SunTrust Banks, Inc., is a customer of the Company and, in the ordinary course of its business,
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Standing Committees and Attendance at Board and Committee Meetings
The Board of Directors has threefour standing committees: the Executive Committee; the Audit Committee; the ExecutiveNominating and Corporate Governance Committee; and the Nominating/Corporate Governance/Compensation Committee. Mr. Lanier, who currently serves on the Nominating/Corporate Governance/Compensation Committee, is not standing for re-election to our Board, and will cease to be a Director and member of any committees immediately after the Annual Meeting. As a result, we expect the Board of Directors to reexamine the membership of the committees thereof immediately following the Annual Meeting.
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The Executive Committee.The Executive Committee currently consists of Mr. J.C. Crawford as Chairman, and Messrs. Bowman Ogburn and RidleyOgburn as members. The Executive Committee may exercise all the authority of the Board of Directors between its meetings with respect to all matters not specifically reserved by law to the Board of Directors. The Executive Committee held fivefour meetings during 2009.
The Audit Committee.The Audit Committee currently consists of Mr. Edwards as Chairman, Ms. Johnson and Messrs. RidleyOgburn and OgburnWood as members. The Board has determined that all of the members of the Audit Committee are independent under the NYSE listing standards andRule 10A-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). In addition, the Board has determined that Mr. Edwards is an “Audit Committee Financial Expert” as defined by Item 401(h)407(d) of SEC Regulation S-K under the Exchange Act.S-K. In making such determination, the Board took into consideration, among other things, the express provision in Item 407(d) of SECRegulation S-K that the determination that a person has the attributes of an audit committee financial expert shall not impose any greater responsibility or liability on that person than the responsibility and liability imposed on such person as a member of the Audit Committee and the Board of Directors, nor shall it affect the duties and obligations of other Audit Committee members or the Board.
The Audit Committee has adopted a written charter, approved by our Board of Directors. The Audit Committee appoints and discharges our independent auditors,auditor, reviews with the independent auditorsauditor the audit plan and results of the audit engagement, reviews the scope and results of our internal auditing procedures and the adequacy of our accounting controls, approves professional services provided by the independent auditors,auditor, reviews the independence of the independent auditors,auditor, and approves the independent auditor’s audit and non-audit services and fees.
The Audit Committee also reviews and approves related party transactions in accordance with the Company’s Related Party Transactions Policy. The Company’s Related Party Transactions Policy is designed to eliminate conflicts of interest and improper valuation issues, and applies to the Company’s Directors,directors, officers, shareholders holding 5% or more of the Company’s stock and family members or controlled affiliates of such persons. For purposes of the Company’s Related Party Transactions Policy, a “related party transaction” is a transaction between the Company and any related party, other than transactions generally available to all employees and certain de minimis transactions.
The Audit Committee held fivesix meetings during 2009.
The Nominating/Nominating and Corporate Governance/CompensationGovernance Committee. The Nominating/Nominating and Corporate Governance/CompensationGovernance Committee currently consists of Mr. LanierDr. Benson as Chairman, and Messrs. Benson,Mr. Crawford and Gen. Honoré and Wood as members. The Board of Directors has determined that all members of the Nominating/Nominating and Corporate Governance/CompensationGovernance Committee are independentoperates under the NYSE listing standards. The Nominating/
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The Nominating and Corporate Governance Committee held four meetings during 2012.
The Compensation Committee. The Compensation Committee currently consists of Mr. Wood as Chairman and Messrs. Agadi, Edwards and Ogburn as members. The Board of Directors has determined that all members of the Compensation Committee are independent under the NYSE listing standards. The Compensation Committee has adopted a written charter, approved by the Board Board Attendance at Annual Meetings, Shareholder Nominees” below.of Directors. The Compensation Committee formulates and approves the salary, equity compensation awards and other compensation payable to the Chief Executive Officer and, upon recommendation of the Chief Executive Officer, salaries, equity compensation awards and other compensation for all other officers of the Company. This Committee held threeeight meetings in 2009.2012. For additional information about the Nominating/Corporate Governance/Compensation Committee’s processes and its role, as well as the role of executive officers and compensation consultants in determining executive officer compensation, see “Compensation Discussion and Analysis” below.
Executive Sessions of Non-ManagementNon-Employee Directors
Non-employee and independent Directorsdirectors are required to meet regularly without management participation. During 2009,2012, there were threefour meetings of non-managementnon-employee and independent Directors, chaired bydirectors. Mr. J.C. Crawford.
Meetings of the Board of Directors and Board Attendance
During 2009,2012, the Board of Directors held eighteleven meetings. Each of the Company’s Directorsdirectors attended at least seventy-five percent (75%) of the aggregate number of meetings of the Board of Directors and any committees thereof of which such Directordirector was a member (during the period that he or she served).
Corporate Governance Guidelines, Committee Charters and Code of Business Conduct
The Company’s Corporate Governance Guidelines, committee charters, and Code of Business Conduct and Ethics are available on its website at www.crawfordandcompany.com under “Corporate Governance,” located under the tab “Corporate Governance,“About Us,” and are also available without charge in print to any shareholder who makes a request by writing to Corporate Secretary, Legal Department, Crawford & Company, 1001 Summit Boulevard, N.E.,P. O. Box 5047, Atlanta, Georgia 30319.
Leadership Structure
The Chairman of the Board presides at all meetings of the Board and the shareholders, and exercises such other powers and duties as the Board may assign him. Generally, the Chairman of the Board provides leadership to the Board and works with the Board to define its structure and activities in the fulfillment of its responsibilities. The Company believes that the members of the Board possess considerable and unique knowledge of the challenges and opportunities the Company faces, and therefore are in the best position to evaluate the needs of the Company and how best to organize the capabilities of our directors and senior
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Mr. Ogburn has served as a member of the Board since February 3, 2009 and as Non-Executive Chairman of the Board since January 1, 2010. Prior to Mr. Ogburn being named Non-Executive Chairman of the Board, Mr. T.W. Crawford served as Chairman of the Board from January 1, 2008. The Board currently believes that, based on the skills and responsibilities of the various Board members and management, and in light of the general economic, business and competitive environment facing the Company, such separation of the chairman and chief executive officer roles is currently appropriate and enhances (i) appropriate oversight of management by the Board, (ii) Board independence, (iii) the accountability to our shareholders by the Board and (iv) our overall leadership structure. Furthermore, we believe that by maintainingmaintenance of separation of the chairman function from that of the chief executive officer currently allows the chief executive officer to properly focus on managing the business, rather than requiring a significant portion of his efforts to be spent on also overseeing Board matters.
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Risk Management
The Company takes a comprehensive approach to risk management and seeks to include risk management principles in all of its management processes. This comprehensive approach is reflected in the reporting processes pursuant to which management provides information to the Board to support the Board’s role in oversight, approval and decision-making.
The Board maintains oversight responsibility for the management of the Company’s risks, and closely monitors the information it receives from management to provide oversight and guidance to our management team concerning the assessment and management of risk. The Board approves the Company’s high level goals, strategies and policies to set the tone and direction for appropriate levels of risk taking within the business.
Our Board also periodically reviews at least biannually, the Company’s enterprise risk management (ERM) program to ensure that an appropriate ERM process is in place. This review includes a discussion of the major risk exposures identified by senior management, the key strategic plan assumptions considered during the assessment and steps implemented to monitor and mitigate such exposures on an ongoing basis.
In addition to these reviews, our senior executives with responsibility for various business functionalitiesfunctions provide the Board and its committees with periodic updates regarding the Company’s strategies and objectives, and the risks inherent thereto. Members of management most knowledgeable of relevant issues attend and present at Board meetings to provide additional insight into items being discussed, including risk exposures. In addition, our directors have access to Company management at all times and at all levels to discuss any matters of interest, including those related to risk. The Board and its committees call special meetings when necessaryfrom time to time as appropriate to address specific issues.
The Board has delegated oversight for matters involving certain specific areas of risk exposure to its committees. Each committee reports to the Board of Directors at regularly scheduled Board meetings, and more frequently if appropriate, with respect to the matters and risks for which the committee provides oversight.
The Audit Committee oversees the integrity of our financial statements, risks related to our financial reporting process and internal controls, the internal audit function, the independent auditors’auditor’s qualifications, independence and performance, and the Company’s corporate finance matters, including its capital structure. The Audit Committee also provides oversight with respect to the Company’s risk management process, including, as required by the NYSE, discussing with management the Company’s significant financial risk exposures, steps management has taken to monitor, control and report such exposures and our policies with respect to risk assessment and risk management.
Our Nominating/Corporate Governance/Compensation Committee is primarily responsible primarily for the design and oversight of the Company’s executive compensation policies, plans and practices. A key objective of the
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The Nominating/Nominating and Corporate Governance/CompensationGovernance Committee also oversees risks related to our corporate governance, including Board and director performance, director succession and the Company’s Corporate Governance Guidelines and other governance documents.
Director Compensation
Each non-employee member of the Board was entitled to receive an aggregate of $60,000 in cash and stock.stock for service to the Company in 2012. The cash portion of the compensation was paid quarterly in $7,500 increments. The remainder of such compensation was paid in restricted shares of the Company’s Class A common stock, and was paidCommon Stock. This restricted share grant vested in January 2010 to individuals who were on the Boardfull on December 31, 2009.2012. In addition to the foregoing, each non-managementnon-employee director was entitled to receive $1,000 for each Board or committee meeting attended. Further, the ChairmanChairmen of the Board and the Chairman of the Audit Committee were also each entitled to a retainer of $3,000 per
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quarter, and the ChairmanChairmen of each of the Executive, Compensation, and Nominating and Corporate Governance Committees waswere also entitled to a retainer of $2,500 per quarter. Beginning with the second quarterThe Chairman of 2009, the Board determined that it would no longer pay any fees for service as a director to any individual who was also servingentitled to receive $90,000 in restricted shares of Class A Common Stock, paid in quarterly increments. This restricted share grant vested in full on December 31, 2012. Directors who also serve as a member of managementemployees of the Company.
The following table provides compensation information for the year ended December 31, 20092012 for each individual who served as a non-managementnon-employee member of our Board of Directors during 2009.2012. See “Summary Compensation Table” for information relating to Mr. Bowman’s compensation.
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 | Compensation | Total | ||||||||||||||||||
| Thomas W. Crawford(2) | $ | 51,000 | $ | — | — | — | $ | 36,734 | (5) | $ | 87,734 | |||||||||||||
| P. George Benson | 42,000 | 29,999 | — | — | — | 71,999 | ||||||||||||||||||
| Jesse C. Crawford | 53,000 | 29,999 | — | — | — | 82,999 | ||||||||||||||||||
| James D. Edwards | 55,500 | 29,999 | — | — | — | 85,999 | ||||||||||||||||||
| Russel L. Honoré | 20,000 | 29,999 | — | — | — | 49,999 | ||||||||||||||||||
| Robert T. Johnson(3) | 11,500 | — | — | — | — | 11,500 | ||||||||||||||||||
| J. Hicks Lanier(4) | 54,000 | 29,999 | — | — | — | 83,999 | ||||||||||||||||||
| Charles H. Ogburn | 43,000 | 29,999 | — | — | — | 72,999 | ||||||||||||||||||
| Larry L. Prince(3) | 12,500 | — | — | — | — | 12,500 | ||||||||||||||||||
| Clarence H. Ridley | 46,000 | 29,999 | — | — | — | 75,999 | ||||||||||||||||||
| E. Jenner Wood, III | 48,000 | 29,999 | — | — | — | 77,999 | ||||||||||||||||||
Name | Fees Earned or Paid in Cash | Stock Awards(1) | Stock Option Awards(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(2) | All Other Compensation(3) | Total | ||||||||||||||||||
Harsha V. Agadi | $ | 43,000 | $ | 30,909 | — | — | $ | 1,399 | $ | 75,308 | ||||||||||||||
P. George Benson | 51,000 | 30,909 | — | — | 1,399 | 83,308 | ||||||||||||||||||
Jesse C. Crawford | 55,000 | 30,909 | — | — | 1,399 | 87,308 | ||||||||||||||||||
James D. Edwards | 63,000 | 30,909 | — | $ | 1,591 | 1,399 | 96,899 | |||||||||||||||||
Russel L. Honoré | 41,000 | 30,909 | — | — | 1,399 | 73,308 | ||||||||||||||||||
Joia M. Johnson | 38,000 | 30,909 | — | — | 1,399 | 70,308 | ||||||||||||||||||
Charles H. Ogburn | 55,000 | 122,204 | — | — | 4,917 | 182,121 | ||||||||||||||||||
E. Jenner Wood, III | 61,000 | 30,909 | — | — | 1,399 | 93,308 | ||||||||||||||||||
| (1) | Represents the grant date fair value of awards calculated utilizing the provisions of Accounting Standards Codification Topic 718 |
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| Mr. |
| (2) | For 2012, Mr. |
Represents dividends paid on restricted shares of the | ||
Stock Ownership Guidelines for Non-Employee Directors
The Compensation Committee has approved stock ownership guidelines with specified equity ownership targets for non-employee members of our Board. Non-employee Board members are required to own shares in the Company equal in value to their annual cash retainer (currently $30,000). All of the non-employee members of the Board are in compliance with the applicable ownership targets.
Communications with our Board Board Attendance at Annual Meetings,and Shareholder Nominees
Individuals may communicate with our Board by sending a letter to Board of Directors, Crawford & Company, P. O. Box 1261, Tucker,4632, Atlanta, Georgia30085-1261. 30302-4632. Your letter will be shared with all members of our Board and may, at the discretion of our Board, be shared with Company management, unless your letter requests otherwise. Communications that are specifically intended for non-management Directorsnon-employee directors should be addressed to “Chairman of the Executive Committee,Board,” Board of Directors, Crawford & Company at this same address.
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Any shareholder who certifies that he or she is the continuous record owner of at least one percent (1%) of the common stock of the Company for at least one year prior to the submission of a candidate for director and who provides a written statement that he or she intends to continue ownership of the shares through the date of the applicable annual meeting of shareholders may submit a nomination for Director.director. The candidate must meet the qualifications stated in the Company’s by-laws and the submission must be made to the Nominating/Nominating and Corporate Governance/CompensationGovernance Committee at P. O. Box 1261, Tucker,4632, Atlanta, Georgia 30085,30302-4632, no more than 180 days and no less than 120 days prior to the anniversary date of this Proxy Statement. The Nominating/Nominating and Corporate Governance/CompensationGovernance Committee will review all candidates submitted by Shareholdersshareholders for consideration as director nominees pursuant to its general practices and the guidelines stated in its charter and the Company’s Corporate Governance Guidelines before determining whether to submit any nominee to the full Board for consideration.
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COMPENSATION DISCUSSION AND ANALYSIS
The following discussion and Analysis explainsanalysis of our compensation philosophy, objectives, policies and practices with respect toare focused primarily on our executive officers, includingwith additional detail provided for our CEO, CFO and the other three most highly-compensated executive officers, as determined in accordance with applicable SEC rules and as set out in the “Summary Compensation Table” below, whom we collectively refer to as our “named executive officers.”
Overview
The fundamental philosophy of the Nominating/Corporate Governance/Compensation Committee which we refer to in this section as 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-andshort- 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’ interest to support long-term value creation and to encourage an appropriate level of risk-taking behavior consistent with the Company’s long-term strategy. The Compensation Committee regularly reviews theseour compensation programs to ensure continued alignment with the underlying philosophy and principles, and makes adjustments as appropriate to accomplish these objectives.
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Elements of Compensation
In executing its role with respect to compensation matters, the awards given to the Company’sCompensation Committee considers a variety of factors, including recommendations from senior executive officers and any compensation consultants, both described below, the recent historical (and expected) performance of the individual executive officer, the Company’s historical financial results and shareholder return, cumulative compensation history (to the extent that it impacts pay receivable currently and in past years,the future), internal pay equity (i.e., compensation levels of our senior executives relative to each other) and the appropriate level of risk-taking, all as described below.
In 2012, there were three key elements in the Company’s executive compensation program: (1) base salary, (2) annually review, evaluateannual cash incentives and update,(3) long-term equity incentives. The Compensation Committee views base salary as a set reward for individual job performance and merit, which is benchmarked to the individual’s responsibility, talent and expertise, and is set at a level to provide an appropriate amount of financial certainty. Annual cash incentives are designed to incentivize toward, and reward achievement of, specified goals, and to provide market competitive total cash compensation when target level goals are met, on a company-wide or business unit level, as applicable. Annual cash incentives are also designed to pay meaningful cash awards when actual results exceed target results. Long-term incentives are designed to balance the short-term nature of other components of the Company’s compensation program in view of those goals and objectives, and set compensation levels for the Company’s senior executive officers, (3) annually evaluate the CEO’s and the other senior executives’ performance in light of established goals and objectives, and approve compensation, to be paid with respectreward delivery of shareholder value and to such performance, including certifying the degree of achievement of performance goals where called for under the terms of performance-based compensation programs, (4) review and approve the adoption, terms and operation of the Company’s compensation plans for senior executives, including incentive compensation plans and equity-based plans, and (5) in light of the foregoing, to consider and grant bonuses, stock options, performance share units, restricted stock and other discretionary awards, as appropriate, under the Company’s incentive compensation and equity-based plans. Our Compensation Committee also provides other functions to our Company, including by acting as our Nominating and Corporate Governance Committee, as described elsewhere in this Proxy Statement.
The Compensation Committee generally does not, and in 2012 did not, follow a precise formula for allocating between thethese three key elements (described below) of compensation to its senior executive officers. Each element of compensation operates independently of the other and is designed to motivate towards, and reward, a different segmentcomponent of behaviors and results, thus the Compensation Committee does not believe it is appropriate that payment (or lack thereof) of one element in any period generally should impact payment of any other elements. However, the Compensation Committee reviews information that compares each element of senior executive compensation, both separately and in the aggregate, to amounts paid for positions with similar duties and responsibilities at comparable or peer group companies, and believes it appropriate to target each element of compensation near the median, level, or midpoint, of compensation paid by such companies.
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Percentage allocations between base salary, annual incentives (granted under our Short-Term Incentive Plan, or “STIP”) and long-term incentives (granted pursuant to our Long-Term Incentive Plan or “LTIP”) for our named executive officers for 2012 are reflected below. As described in more detail below, a substantial portion of Mr. Isaac’s compensation is derived from commission payments, and his overall compensation opportunity is adjusted to reflect this fact.
| Base Salary | STIP | LTIP | Commission | |||||||||||||
Mr. Bowman | 49.4% | 23.4% | 27.2% | 0.0% | ||||||||||||
Mr. Swain | 53.3 | 18.5 | 28.2 | 0.0 | ||||||||||||
Mr. Muress | 58.8 | 31.8 | 9.4 | 0.0 | ||||||||||||
Mr. Isaac | 8.0 | 8.6 | 0.3 | 83.1 | ||||||||||||
Mr. Nelson | 54.5 | 18.8 | 26.7 | 0.0 | ||||||||||||
Role of the Compensation Committee and Administration of Compensation
The role of the Compensation Committee, among other responsibilities, is to (1) annually review the Company’s goals and objectives relative to CEO and other executive officer compensation, including, as the Compensation Committee deems appropriate, consideration of the Company’s performance and relative shareholder return, the value and construct of compensation packages for comparable officers at comparable companies and the cash and other compensation paid to the Company’s executive officers in past years, (2) annually review, evaluate and update, as appropriate, the components of the Company’s executive compensation programs in view of those goals and objectives, and set compensation levels for the Company’s executive officers, (3) annually evaluate the CEO’s and the other executives’ performance in light of established goals and objectives, and approve compensation to be paid with respect to such performance, including certifying the degree of achievement of performance goals under the terms of performance-based compensation programs, (4) review and approve the adoption, terms and operation of the Company’s compensation plans for executives, including incentive compensation plans and equity-based plans, and (5) in light of the foregoing, consider and grant bonuses, stock options, performance share units, restricted stock and other discretionary awards, as appropriate, under the Company’s incentive compensation and equity-based plans. As noted above, the Compensation Committee also monitors the design and administration of the Company’s overall incentive compensation programs to ensure that they include appropriate safeguards to avoid encouraging unnecessary or excessive risk taking by Company executives, including our named executive officers.
Role of Certain Senior Executive Officers in Executive Compensation Matters
Our senior executive officers also play an important role with respect to the setting and determination of the annual cash portion of executive compensation, including base salary and any annual cash incentive compensation. Thesecompensation opportunities. Certain of the Company’s most senior executive officers make recommendations to our Compensation Committee with respect to the setting of performance goals for executive officers under our incentive compensation plans and the assessment of the performance of employeesexecutive officers who are direct reports to such officers. As a result of regular interaction, the Compensation Committee believes these senior executive officers are best able to provide appropriate personal insight as to the performance of their direct reports as well as overall performance trends of employeesexecutives of the Company. Our Compensation Committee relies, in part, on this information in connection with its overall assessment as to the adequacy and appropriateness of both individual executive compensation as well as the compensation plansprograms of the Company as a whole. Our Compensation Committee considers any such recommendations when determining overall individualexecutive compensation. Our
The Role of Shareholder Say-on-Pay Votes and Related Considerations
The Company believes it is important to obtain the input of shareholders with respect to the overall compensation of our named executive officers. To that end, we provide shareholders an opportunity to have an advisory vote on executive compensation (the “say-on-pay vote”) every two years. At our 2011 Annual Meeting, approximately 92.5% of the votes cast in the say-on-pay vote were voted in favor of the compensation of our
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named executive officers. The Compensation Committee believes this favorable vote affirms our shareholders’ support of its approach to executive compensation and, as a result, the Compensation Committee has approved ranges of cash compensation for our senior executive officers (other than our CEO) and, within those constructs, duenot made material changes to the natureimplementation of our executive compensation philosophy.
In addition to consideration given to the results of the working relationship betweensay-on-pay vote, at various times through the CEOyear the Compensation Committee considers direct and suchindirect input from shareholders and other employees,stakeholders, and more general developments in executive compensation principles, in the naturedevelopment and levelimplementation of the regular interaction, believes it is appropriate for our CEO to makeCompany’s executive compensation philosophy, policies and practices. For additional information on the final determinationsay-on-pay vote with respect to such decisions within those ranges.
Compensation Consultants
The Compensation Committee’s Chartercharter provides for the Compensation Committee to retain and terminate, as deemed necessary, any compensation consultant to be used to assist in the evaluation of Director,director, CEO or 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 2009, Mercer Human Resource Consulting (“Mercer”) was engaged to review and advise the Company and2012, the Compensation Committee engaged Pay Governance, LLC to advise it on executive and general compensation matters for the Company. During 2007, pursuantCompany, including the design of short and long-term incentive compensation alternatives. Pay Governance, LLC does not have a relationship with, nor did it provide any services to, its priorthe Company other than the engagement Mercer performedby the Compensation Committee and, as a comprehensive pay analysisresult, the Compensation Committee concluded that the work of Pay Governance, LLC did not raise any conflicts of interest that are required to be disclosed.
Benchmarking
For purposes of determining 2012 compensation levels and opportunities, compensation of the Company’s overallexecutive officers was benchmarked against compensation programs. That pay analysis
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2012 Comparator Group:
Robert Half International, Inc.
SFN Group, Inc.
Arthur J Gallagher & Company
Stewart Information Services
FTI Consulting, Inc.
Verisk Analytics, Inc.
FBL Financial Group, Inc.
National Financial Partners, Inc.
Brown & Brown, Inc.
Meadowbrook Insurance Group, Inc.
Huron Consulting Group, Inc.
Compensation was benchmarked in its survey.
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The Compensation Committee does not believe that our executive compensation program encouragesprograms encourage excessive or unnecessary risk-taking. By dividing our executives’ compensation into three key elements, the Compensation Committee believes it has properly weightedappropriately weights the performance compensation eligible to be earned by our executives appropriatelymay earn between short-term and long-term goals. Additionally, both short-term and long-term incentive compensation awards are capped at a set percentage of an executive’s applicable target award, addingaffording protection against disproportionately large short-term incentives. Our long-term performance compensation is payable in shares of the Company’s Class A Common Stock, and any such awards vestare both earned and vested over time. The delayedWe believe multiple-year performance goals coupled with time-based vesting encourages our executives’ sustained focus on the long-term performance of the Company.
The Compensation Committee believes these long-term incentives, when coupled with ourhas also approved executive stock ownership guidelines promote proper alignment of our executives’ interests with those of the Company’s shareholders.
The Compensation Committee believes long-term incentives, when coupled with our executive stock ownership guidelines, promote appropriate alignment of our executives’ interests with those of the Company’s shareholders.
Base Salary Compensation
With respect to certain executive officers, including the named executive officers, the Company deemed it appropriate to enter into written employment arrangements with such persons. These employment arrangements typically provide for, among other things, a minimum base salary, which was determined based on, among other things, negotiations with the applicable person and the Compensation Committee’s overall compensation philosophy discussed above, at the time of hire or the entry into such agreement, as applicable. The base salaries for all employees other than the CEO are determined consistent with the foregoing. Based
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Annual Cash Incentive Compensation
Annual cash incentive awards are intended to align our annual performance and results with the compensation paid to the persons who are most responsible for annual incentive cash compensation are set by our Compensation Committee in annual incentive bonus programs adopted bysuch performance, and to motivate and reward achievement of operational and strategic business goals. For 2012, the Compensation Committee or in letter or employment agreements entered into with specific employees as described above.
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awards under the Compensation Committee adopted a comprehensive Short-Term Incentive Plan (“STIP”) applicable to, among others, the named executive officers. The STIP, as a component of the Crawford & Company 2007 Management Team Incentive Compensation Plan (the “Management Team Incentive Compensation Plan”), approved byfor our executive officers, including all of our named executives, other than Mr. Isaac. In light of the shareholders at the 2007 annual meeting, is intended to continue the direct linkage between our annual short term performance andincentive compensation provisions in Mr. Isaac’s employment agreement, which function similarly to the persons who are most responsible for such performance in accordanceSTIP with appropriate metrics, the Compensation Committee’s overall compensation philosophy discussed above. UnderCommittee determined it was not appropriate for Mr. Isaac to also participate in the terms ofSTIP.
Under the STIP, each participating employeeexecutive officer is provided clearadvance goals that can, from year to year, include corporate, segment and individual targets, weighted appropriately for the employee’sexecutive’s position in the Company. In 2009,Due to the goals were developed by our senior executives,Company’s significant international operations and the fact that it reports its consolidated financial results in consultation with Mercer, and were reviewed and approvedU.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 Compensation Committee.
For 2012, the Compensation Committee correlated Messrs. Bowman, Swain and Nelson’s performance goals to reduce any overall award payouts. With respect to certain senior executives (i.e.corporate-wide performance (60%),those potentially performance of our Broadspire segment (30%) and personal performance (10%). The awards were subject to Internal Revenue Code Section 162(m) (discussed below)), bonuses under the STIPCompany achieving corporate levels of performance in various metrics, which metrics are designedused by management from time to be fully deductibletime to evaluate and are awarded underanalyze results and the Management Team Incentive Compensation Plan, asimpact on the Company of strategic decision making, and which the Compensation Committee determined that it would not be appropriate that any such amounts should subjectconsidered as important to the Company to additional tax obligations.
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Threshold | Target | Stretch | Maximum | Actual | ||||||||||||||||
Revenues | $ | 927,244,000 | $ | 976,046,000 | — | $ | 1,073,651,000 | $ | 952,996,000 | |||||||||||
Operating Earnings | $ | 50,264,000 | $ | 55,849,000 | $ | 59,649,000 | $ | 86,624,000 | $ | 51,218,000 | ||||||||||
Workdays outstanding in Total Accounts Receivable | 68.8 days or less | 64.0 days or less | — | 57.6 days or less | 68.4 days | |||||||||||||||
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In addition, the Compensation Committee for Mr. Swain provided for a target bonus of 36% of his base salary, or $144,000. The Compensation Committee determined thisthat the award opportunity determined by reference to Broadspire segment operating performance would be an appropriate STIP target bonus percentage for the reasons described above under “Compensation Consultants” with respectdetermined by specific reference to the implementationfollowing metrics considered representative of incremental increases in annual incentive compensation. However, from a target percentage standpoint, awards for 2009 were set lower than awards for 2008 due to budgetary constraints. Mr. Swain’sBroadspire’s operational success and performance metricsimprovements: (1) revenues (50%) and threshold, target and maximum goals were identical to Mr. Bowman’s, discussed above, for the reasons discussed above applicable to Mr. Bowman. Based on the actual performance of the Company during 2009, Mr. Swain’s STIP award earned from each of the three categories was: (1) $15,197 based on actual revenues; (2) $14,757 based on actual operating earnings and (3) $2,400 based on workdays outstanding in total billed and unbilled accounts receivable. This resulted in a total earned STIP award of $32,354. After considering overall Company performance, continued uncertainty in general economic conditions and the potential impact thereof on the Company, the Compensation Committee elected to exercise the discretion provided to it under the STIP and reduce the payout thereunder to Mr. Swain by 50%, resulting in a STIP award payout to Mr. Swain for 2009 of $16,177.
Based upon his level of seniority in the Company and his specific oversight responsibilities, for 2012, the Compensation Committee determined that it was appropriate that the STIP eligibility for Mr. Muress’ performance metricsMuress be based 30% on the metrics outlined above forcorporate-wide performance (20%), EMEA/AP segment performance (70%), and personal performance (10%). The portion of Mr. Bowman (with allocation amongMuress’s award opportunity tied to our EMEA/AP’s segment performance were subject to this 30%segment achieving levels of performance in the same proportion as Mr. Bowman’s total allocation)following metrics, with the specified weights: (1) revenues (30%), and 70% on the “UCA division” performance, which consists of portions of the Company’s International Operations segment from the United Kingdom, Australia, continental Europe, the Middle East, Africa and Asia. The Compensation Committee believes this pro-ration of Mr. Muress’ bonus opportunity based on the performance of the total Company and the division he manages appropriately ties and weights various performance metrics. The Company does not make separate resource allocation decisions, and does not separately report financial results, for the UCA division.
The personal performance component of the STIP was determined by reference to individual performance considerations generally aligned with total Companyeach individual’s overall responsibilities and taken into account in the course of making compensation decisions.
The Compensation Committee set threshold, target and maximum award opportunities (as a percentage of base salary) based on achievement of each metric 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 2012 base salary) were as set out below:
| Threshold Award (as a percentage of salary) | Target Award (as a percentage of salary) | Maximum Award (as a percentage of salary) | ||||||||||
Mr. Bowman | 47.5% | 49.0% | 122.5% | |||||||||
Mr. Swain | 34.9 | 36.0 | 84.6 | |||||||||
Mr. Muress | 46.1 | 47.5 | 90.3 | |||||||||
Mr. Nelson | 34.9 | 36.0 | 84.6 | |||||||||
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The following table sets forth the threshold, target and maximum performance goals and actual performance, for each of the corporate-wide metrics in 2012.
| Threshold | Target | Maximum | Actual | |||||||||||||
Revenues | $1,001,541,000 | $1,032,517,000 | $1,239,020,000 | $1,065,756,000 | ||||||||||||
Operating Earnings | $68,437,000 | $70,554,000 | $98,776,000 | $71,401,000 | ||||||||||||
Workdays outstanding in | 65.2 days or less | 63.3 days or less | 57.0 days or less | 62.0 days | ||||||||||||
Total Accounts Receivable | ||||||||||||||||
| ||||||||||||||||
Free Cash Flow | $12,125,000 | $12,500,000 | $18,750,000 | $59,677,000 | ||||||||||||
The following table sets forth the threshold, target and maximum performance goals and actual performance, for each of the Broadspire segment metrics applicable to our named executive officers in 2012.
| Threshold | Target | Maximum | Actual | |||||||||||
Broadspire Revenues | $233,687,000 | $243,687,000 | $292,424,000 | $238,960,000 | ||||||||||
| ||||||||||||||
Broadspire Operating Earnings | ($363,000) | $ 3,500,000 | $ 7,000,000 | $ 27,000 | ||||||||||
The following table sets forth the threshold, target and maximum performance goals and actual performance, for each of the EMEA/AP segment metrics in 2012.
| Threshold | Target | Maximum | Actual | |||||||||||||
EMEA/AP Revenues | $319,259,000 | $329,133,000 | $394,960,000 | $362,000,000 | ||||||||||||
EMEA/AP Operating Earnings | $32,032,000 | $33,023,000 | $66,046,000 | $47,279,000 | ||||||||||||
| ||||||||||||||||
EMEA/AP Workdays outstanding in | 85.5 days or less | 83.0 days or less | 74.7 days or less | 88.0 days | ||||||||||||
Total Accounts Receivable | ||||||||||||||||
STIP awards were deemed earned for a relevant metric only if achievement of that performance metric met or exceeded the specified threshold level. If actual performance did not equal or exceed the threshold level of any metric, no payout was made under that metric. Threshold levels for the metrics (other than personal performance) were based on 97% of the target level. Target goals were derived from the Company’s 2012 internal operating plan. For the metrics applicable to Messrs. Bowman, Swain and Nelson the maximum goals were set at 250% of the target goals, with the exception of the personal performance metric, where target was the maximum. For the metrics applicable to Mr. Muress the maximum goals were set at 200% of the target goals, with the exception of the personal performance metric, where target was the maximum. 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 weightmetrics was allocatedbetween threshold and target levels, or target and maximum levels, the participating executive officers were entitled to operating earnings asa ratable portion of the STIP award based upon linear formulas.
The personal performance metric was measured on a scale of 1-5. The STIP award related to personal performance was deemed payable if the executive received a rating of 3 or higher, and any STIP award payable based on that metric was prorated by the percentage of the executive’s personal performance rating divided by 5. Mr. Bowman’s personal performance was determined by the Board, in its discretion. For all other named executive officers, the personal performance was determined by Mr. Bowman, in his discretion.
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The actual STIP payouts approved by the Compensation Committee believed this was the most critical of the three metrics to overall success.
Threshold | Target | Stretch | Maximum | Actual(1) | ||||||||||||||||
UCA Revenues | $ | 235,345,000 | $ | 247,732,000 | — | $ | 272,505,000 | $ | 249,164,000 | |||||||||||
UCA Operating Earnings | $ | 15,504,000 | $ | 17,227,000 | $ | 18,399,000 | $ | 26,720,000 | $ | 22,295,000 | ||||||||||
UCA Workdays outstanding in Total Accounts Receivable | 91.0 days or less | 84.7 days or less | — | 76.2 days or less | 93.2 days | |||||||||||||||
| Actual Award (in dollars) | Actual Award (as a percentage of salary) | Actual Award (as a percentage of target) | ||||||||||
Mr. Bowman | $ | 345,891 | 47.4% | 96.7% | ||||||||
Mr. Swain | 138,958 | 34.7 | 96.5 | |||||||||
Mr. Muress | 352,417 | 54.0 | 113.7 | |||||||||
Mr. Nelson | 146,878 | 34.6 | 96.0 | |||||||||
For 2012, Mr. Muress’ performance metrics and threshold, target, stretch and maximum goals for total Company performance were identical to Mr. Bowman’s, discussed above, for the reasons discussed above applicable to
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Long-Term Incentive Compensation
The Compensation Committee designed the Company’s long-term incentive compensation program with a goal of incentivizing management towards the long-term future success of the Company. Long-term incentive compensation is payable in shares of the Company’s Class A Common Stock pursuant to the terms of the Company’s Executive Stock Bonus Plan and any award earned in 2009 vests in equal, annual installments over three years. Under the terms of that plan,Management Team Incentive Compensation Plan. For 2012, LTIP compensation for executive officers and other key employees of the Company may be granted performance share unit awards, restricted stock awards or stock option awards (collectively “Awards”). The Compensation Committee makes all determinations regarding Awards under this plan to the CEO and approves Awards for other executive officers, including the other named executive officers, based on recommendations of the CEO. The number of shares of the Company’s Class A Common Stock covered by such Awards is generally based upon the grade level of the officer or other key employee consistent with the Company’s Wage and Salary Administration
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Under the terms of the 2009 LTIP, each executive officer was granted an award of performance share units that were eligible to be earned based on the cumulative earnings per share of the Company for 2009. the 2012-2014 calendar years. The Compensation Committee believes performance share units are an appropriate form of award and earnings per share is an appropriate metric because they are designed to motivate toward achievement of long-term business and performance goals and to align pay with long-term shareholder value. The performance goals for the LTIP targets were derived from the Company’s internal three year strategic plan.
If the Company’s 20092012-2014 cumulative earnings per share wasis at least $0.41,$2.15, 50% of thesethe performance share units would have beenwill be earned. If the Company’s 20092012-2014 cumulative earnings per share was $0.47,is at least $2.50, the “target” level, 100% of thesethe performance share units would have beenwill be earned. If the Company’s 20092012-2014 cumulative earnings per share was $0.53,is $2.75 or greater, 150% of thesethe performance share units would have been earned. If the Company’s 2009 earnings per share exceeded $0.59 for 2009, 200% of these performance share units would have beenwill be earned. The percentage of performance share units earned was to be adjusted ratably for cumulative earnings per share between $0.41$2.15 and $0.59.$2.75. None of these performance share units would have beenwill be earned for cumulative earnings per share of less than $0.41. The earnings per share levels were determined by setting the threshold amount equal to the lower-end of the initial earnings per share guidance publicly forecast by the Company for 2009 and setting the maximum amount equal to certain stretch targets in excess of certain amounts calculated in accordance with internal budget and forecast amounts.$2.15. For purposes of determinations madecalculation of cumulative earnings for the 2012-2014 period, similar to and for the reasons described under the LTIP,“- Annual Cash Incentive Compensation,” the Compensation Committee determined it was appropriatehas included a cap on the amount of earnings that earnings per share amountsmay be calculated without regard to any intangible asset impairment charges taken byincluded from the Company in 2009, since such charges were considered unusual or of a nonrecurring nature, and were, to an extent, outside of the control of management. The Company’s earnings per share for 2009 was $0.48 (excluding intangible asset impairment charges), thus 108.33% of the performance share units were deemed earned.
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Based on market competitive 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 participates 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)
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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. TheBased on market competitive factors, the Company also provides life insurance benefits, automobile allowances and reimbursement of club dues for certain of our executives, including the named executive officers, as noted in the Summary Compensation Table, below.
Impact of Internal Revenue Code Section 162(m)
Internal Revenue Code Section 162(m) provides that annual compensation in excess of $1 million paid to certain executive officers is not tax deductible for the Company unless it is performance-based. It is the policy of the Compensation Committee to have incentive compensation for the Company’s named executive officers qualify for full tax deductibility for the Company to the extent feasible and consistent with our overall compensation philosophy. The Company’s Management Team Incentive Compensation Plan, effective for 2008 and future years, is designed to allow the Compensation Committee to structure short-term incentive compensation (annual bonus)incentive awards) and long-term incentive compensation (equity-based awards) under that plan so that the resulting compensation will be qualified ‘performance-based compensation’ eligible for deductibility without limitation under Code Section 162(m). However, the Compensation Committee retains the discretion to pay appropriate compensation, even if it may result in the non-deductibility of certain amounts under
20
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Summary of Cash and Certain Other CompensationSUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table includestables provide information concerning compensation paid to, or accrued by the Company for, our named executive officers at December 31, 2009.
SUMMARY COMPENSATION TABLESummary Compensation Table
| Change in | ||||||||||||||||||||||||||||||||||||
| Pension | ||||||||||||||||||||||||||||||||||||
| Value and | ||||||||||||||||||||||||||||||||||||
| Non-Equity | Nonqualified | |||||||||||||||||||||||||||||||||||
| Incentive | Deferred | All | ||||||||||||||||||||||||||||||||||
| Stock | Option | Plan | Compensation | Other | ||||||||||||||||||||||||||||||||
| Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | |||||||||||||||||||||||||||||
Name and Principal Position | Year | ($) | ($) | ($)(1) | ($)(1) | ($) | ($) | ($)(2) | ($) | |||||||||||||||||||||||||||
| J.T. Bowman | 2009 | $ | 730,000 | $ | — | $ | 373,332 | $ | — | $ | 40,185 | $ | — | $ | 127,211 | $ | 1,270,728 | |||||||||||||||||||
| President and Chief | 2008 | 700,000 | — | 577,500 | 636,900 | 595,831 | — | 95,490 | 2,605,721 | |||||||||||||||||||||||||||
| Executive Officer | 2007 | 550,000 | 250,000 | 11,205 | — | — | — | 55,055 | 866,260 | |||||||||||||||||||||||||||
| W.B. Swain | 2009 | 400,000 | — | 184,600 | — | 16,177 | — | 35,841 | 636,618 | |||||||||||||||||||||||||||
| Executive Vice | 2008 | 400,000 | — | 462,000 | — | 248,808 | — | 26,865 | 1,137,673 | |||||||||||||||||||||||||||
| President — Chief | 2007 | 307,540 | — | 7,470 | — | 40,000 | — | 24,618 | 379,628 | |||||||||||||||||||||||||||
| Financial Officer | ||||||||||||||||||||||||||||||||||||
| I.V. Muress(3) | 2009 | 601,896 | — | 123,069 | — | 299,006 | — | 77,696 | 1,101,667 | |||||||||||||||||||||||||||
| Executive Vice | 2008 | 759,957 | — | 308,000 | — | 515,506 | — | 98,807 | 1,682,270 | |||||||||||||||||||||||||||
| President; Chief Executive | 2007 | 639,010 | — | 3,735 | — | 585,737 | — | 85,930 | 1,314,412 | |||||||||||||||||||||||||||
| Officer — EMEA/A-P | ||||||||||||||||||||||||||||||||||||
| D.A. Isaac | 2009 | 630,000 | — | — | — | — | — | 2,477,220 | 3,107,220 | |||||||||||||||||||||||||||
| Executive Vice | 2008 | 630,000 | — | — | — | — | — | 2,259,564 | 2,889,564 | |||||||||||||||||||||||||||
| President; Chief Executive | 2007 | 600,000 | — | — | — | — | — | 2,540,679 | 3,140,679 | |||||||||||||||||||||||||||
| Officer — The Garden City Group, Inc | ||||||||||||||||||||||||||||||||||||
| A.W. Nelson | 2009 | 425,000 | — | 231,775 | — | 17,188 | — | 9,050 | 683,013 | |||||||||||||||||||||||||||
| Executive Vice | 2008 | 425,000 | — | 462,000 | — | 264,357 | — | 43,445 | 1,194,802 | |||||||||||||||||||||||||||
| President — General | 2007 | 336,122 | — | 11,205 | — | 40,000 | — | 42,463 | 429,790 | |||||||||||||||||||||||||||
| Counsel; Corporate Secretary and Chief Administrative Officer | ||||||||||||||||||||||||||||||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non- Equity Incentive Plan Compen- sation ($) | Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($)(2) | All Other Compen- sation ($)(3) | Total ($) | |||||||||||||||||||||||||||
J.T. Bowman | 2012 | $ | 730,000 | $ | — | $ | 402,866 | $ | — | $ | 345,891 | $ | 6,635 | $ | 108,136 | $ | 1,593,528 | |||||||||||||||||||
President and Chief | 2011 | 730,000 | — | 448,165 | — | 625,013 | 3,814 | 110,115 | 1,917,107 | |||||||||||||||||||||||||||
Executive Officer | 2010 | 730,000 | — | 214,167 | — | 507,871 | 2,677 | 111,852 | 1,566,567 | |||||||||||||||||||||||||||
W.B. Swain | 2012 | 400,000 | — | 211,558 | — | 138,958 | 47,486 | 32,334 | 830,336 | |||||||||||||||||||||||||||
Executive Vice President – Chief Financial Officer |
| 2011 2010 |
|
| 400,000 400,000 |
|
| — — |
|
| 229,500 89,100 |
|
| — — |
|
| 251,767 203,363 |
|
| 36,395 22,193 |
|
| 27,740 18,908 |
|
| 945,402 733,564 |
| |||||||||
I.V. Muress (4) | 2012 | 652,926 | — | 104,412 | — | 352,417 | — | 83,360 | 1,193,115 | |||||||||||||||||||||||||||
Executive Vice | 2011 | 661,522 | — | 191,283 | — | 382,712 | — | 84,457 | 1,319,974 | |||||||||||||||||||||||||||
President; Chief Executive Officer – EMEA/A-P | 2010 | 617,035 | — | 59,400 | — | 290,498 | — | 79,423 | 1,046,356 | |||||||||||||||||||||||||||
D.A. Isaac | 2012 | 700,000 | — | 26,775 | — | 750,000 | — | 7,296,846 | 8,773,621 | |||||||||||||||||||||||||||
Executive Vice | 2011 | 700,000 | — | 115,875 | — | 750,000 | — | 6,021,818 | 7,587,693 | |||||||||||||||||||||||||||
President; Chief Executive Officer – The Garden City Group, Inc. | 2010 | 647,500 | — | 523,620 | — | 600,000 | — | 5,012,537 | 6,783,657 | |||||||||||||||||||||||||||
A.W. Nelson | 2012 | 425,000 | — | 207,809 | — | 146,878 | 832 | 21,414 | 801,933 | |||||||||||||||||||||||||||
Executive Vice | 2011 | 425,000 | — | 229,500 | — | 266,573 | 462 | 21,248 | 942,783 | |||||||||||||||||||||||||||
President – General Counsel; Corporate Secretary and Chief Administrative Officer | 2010 | 425,000 | — | 89,100 | — | 216,073 | 420 | 14,188 | 744,781 | |||||||||||||||||||||||||||
| (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 | |
| (2) | Represents the following amounts for |
| (3) | Represents the following amounts for 2012: (i) Mr. Bowman: a |
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employment agreement, and as described in more detail below under “Employment andChange-in-Control Arrangements;” a |
21
| (4) | ||
Compensation for Mr. Muress is paid in British pounds sterling and converted to U.S. dollars using the average exchange rate in effect for each particular year. Amounts paid 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. |
Grant of Plan-Based Awards
The Company maintains the Executive Stock Bonus Plan under which awards of performance share units, restricted stock or stock options may be granted to specified employees of the Company. 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, 20092012 to each of our named executive officers.
| Grant | ||||||||||||||||||||||||||||||||||||||||
| All | All | Date | ||||||||||||||||||||||||||||||||||||||
| Estimated Possible | Other | Other | Fair | |||||||||||||||||||||||||||||||||||||
| Estimated Possible | Payouts Under Equity | Stock Awards: | Option Awards: | Value | ||||||||||||||||||||||||||||||||||||
| Payouts Under Non-Equity | Incentive Plan | Number of | Number of | of Stock | ||||||||||||||||||||||||||||||||||||
| Incentive Plan Awards(1) | Awards(2) | Shares of | Securities | and | ||||||||||||||||||||||||||||||||||||
| Name and | Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or | Underlying | Option | ||||||||||||||||||||||||||||||
Position | Date | ($) | ($) | ($) | (#) | (#) | (#) | Units (#) | Options(#) | Awards | ||||||||||||||||||||||||||||||
| J. T. Bowman | 2/2/09 | $ | — | $ | — | $ | — | 25,000 | 50,000 | 100,000 | — | — | $ | 307,669 | ||||||||||||||||||||||||||
| J. T. Bowman | 8/7/09 | — | — | — | — | — | — | 20,913 | (3) | — | 65,667 | |||||||||||||||||||||||||||||
| J. T. Bowman | 3/15/09 | 0 | 357,700 | 1,090,985 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| W. B. Swain | 2/2/09 | — | — | — | 15,000 | 30,000 | 60,000 | — | — | 184,600 | ||||||||||||||||||||||||||||||
| W. B. Swain | 3/15/09 | 0 | 144,000 | 439,200 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| I. V. Muress | 2/2/09 | — | — | — | 10,000 | 20,000 | 40,000 | — | — | 123,069 | ||||||||||||||||||||||||||||||
| I. V. Muress | 3/15/09 | 0 | 225,733 | 688,484 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| A. W. Nelson | 2/2/09 | — | — | — | 15,000 | 30,000 | 60,000 | — | — | 184,600 | ||||||||||||||||||||||||||||||
| A. W. Nelson | 2/12/09 | — | — | — | — | — | — | 8,500 | (4) | — | 47,175 | |||||||||||||||||||||||||||||
| A. W. Nelson | 3/15/09 | 0 | 153,000 | 466,650 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
Name and Position | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options(#) | Grant Date Fair Value of Stock and Option Awards | ||||||||||||||||||||||||||||||||||
| Minimum ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||
J. T. Bowman | 3/26/12 | $ | — | $ | — | $ | — | 50,000 | 100,000 | 150,000 | — | — | $ | 369,000 | ||||||||||||||||||||||||||
J. T. Bowman (1) | 3/26/12 | 346,969 | 357,700 | 894,250 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
W. B. Swain | 3/26/12 | — | — | — | 30,000 | 60,000 | 90,000 | — | — | 221,400 | ||||||||||||||||||||||||||||||
W. B. Swain (1) | 3/26/12 | 139,680 | 144,000 | 338,400 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
I. V. Muress | 3/26/12 | — | — | — | 20,000 | 40,000 | 60,000 | — | — | 147,600 | ||||||||||||||||||||||||||||||
I. V. Muress (1) | 3/26/12 | 300,836 | 310,140 | 589,271 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
D. A. Isaac | 3/26/12 | — | — | — | 7,500 | 15,000 | 22,500 | — | — | 55,350 | ||||||||||||||||||||||||||||||
D. A. Isaac (3) | — | 250,000 | 500,000 | 750,000 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
A. W. Nelson | 3/26/12 | — | — | — | 30,000 | 60,000 | 90,000 | — | — | 221,400 | ||||||||||||||||||||||||||||||
A. W. Nelson (1) | 3/26/12 | 148,410 | 153,000 | 359,550 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| (1) | Represents the potential maximum 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 | |
| (2) | Represents the potential maximum number of performance share units payable under the LTIP. These awards | |
| (3) | Represents | |
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The following table sets forth certain information with respect to the outstanding equity awards at December 31, 20092012 for each of our named executive officers.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
| Equity | ||||||||||||||||||||||||||||||||||||
| Incentive | ||||||||||||||||||||||||||||||||||||
| Equity | Plan Awards: | |||||||||||||||||||||||||||||||||||
| Incentive | Market or | |||||||||||||||||||||||||||||||||||
| Plan Awards: | Payout | |||||||||||||||||||||||||||||||||||
| Equity | Market | Number of | Value of | |||||||||||||||||||||||||||||||||
| Incentive | Value of | Unearned | Unearned | |||||||||||||||||||||||||||||||||
| Plan Awards: | Number | Shares or | Shares, | Shares, | ||||||||||||||||||||||||||||||||
| Number of | Number of | Number of | of Shares | Units of | Units or | Units or | ||||||||||||||||||||||||||||||
| Securities | Securities | Securities | or Units | Stock | Other | Other | ||||||||||||||||||||||||||||||
| Underlying | Underlying | Underlying | Option | of Stock | That | Rights | Rights | |||||||||||||||||||||||||||||
| Unexercised | Unexercised | Unexercised | Exercise | Option | That | Have Not | That Have | That Have | ||||||||||||||||||||||||||||
| Options (#) | Options (#) | Unearned | Price | Expiration | Have Not | Vested | Not Vested | Not Vested | ||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | Options(#) | ($) | Date | Vested (#) | ($)(8) | (#) | ($)(8) | |||||||||||||||||||||||||||
| J. T. Bowman | 5,000 | — | — | $ | 11.25 | 2/1/2010 | — | $ | — | — | $ | — | ||||||||||||||||||||||||
| 13,000 | — | — | 10.00 | 1/30/2011 | — | — | — | — | ||||||||||||||||||||||||||||
| 22,500 | — | — | 8.82 | 1/29/2012 | — | — | — | — | ||||||||||||||||||||||||||||
| 15,000 | — | — | 4.70 | 1/28/2013 | — | — | — | — | ||||||||||||||||||||||||||||
| 30,000 | — | 6.66 | 2/3/2014 | — | — | — | — | |||||||||||||||||||||||||||||
| 125,200 | — | 6.36 | 9/15/2014 | — | — | — | — | |||||||||||||||||||||||||||||
| 83,332 | 166,668 | (1) | — | 4.40 | 5/6/2018 | — | — | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 750 | (2) | 2,505 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 900 | (3) | 3,006 | — | — | |||||||||||||||||||||||||||
| 50,000 | (2) | 167,000 | ||||||||||||||||||||||||||||||||||
| — | — | — | — | — | 36,110 | (3) | 120,607 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 20,000 | (4) | 66,800 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 41,826 | (5) | 139,699 | |||||||||||||||||||||||||||
| W. B. Swain | 5,000 | — | — | 11.25 | 2/1/2010 | — | — | — | — | |||||||||||||||||||||||||||
| 8,000 | — | — | 10.00 | 1/30/2011 | — | — | — | — | ||||||||||||||||||||||||||||
| 7,500 | — | — | 8.82 | 1/29/2012 | — | — | — | — | ||||||||||||||||||||||||||||
| 5,000 | — | — | 4.70 | 1/28/2013 | — | — | — | — | ||||||||||||||||||||||||||||
| 10,000 | — | — | 6.66 | 2/3/2014 | — | — | — | — | ||||||||||||||||||||||||||||
| — | — | — | — | — | 200 | (2) | 668 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 600 | (3) | 2,004 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 30,000 | (2) | 100,200 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 21,666 | (3) | 72,364 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 2,400 | (3) | 8,016 | — | — | |||||||||||||||||||||||||||
| I. V. Muress | 10,000 | — | — | 5.20 | 10/29/2012 | — | — | — | — | |||||||||||||||||||||||||||
| 5,000 | — | — | 4.70 | 1/28/2013 | — | — | — | — | ||||||||||||||||||||||||||||
| 10,000 | — | 6.66 | 2/3/2014 | — | — | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | — | 250 | (2) | 835 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 25,000 | (6) | 83,500 | |||||||||||||||||||||||||||||
| — | — | — | — | — | 300 | (3) | 1,002 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 20,000 | (2) | 66,800 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 14,444 | (3) | 48,243 | — | — | |||||||||||||||||||||||||||
| D. A. Isaac | 2,000 | — | — | 11.25 | 2/1/2010 | — | — | — | — | |||||||||||||||||||||||||||
| 2,000 | — | — | 10.00 | 1/30/2011 | — | — | — | — | ||||||||||||||||||||||||||||
| 3,000 | — | — | 9.70 | 4/24/2011 | — | — | — | — | ||||||||||||||||||||||||||||
| 4,500 | — | — | 8.82 | 1/29/2012 | — | — | — | — | ||||||||||||||||||||||||||||
| 3,000 | — | — | 4.70 | 1/28/2013 | — | — | — | — | ||||||||||||||||||||||||||||
| 20,000 | — | 6.66 | 2/3/2014 | — | — | — | — | |||||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 78,000 | (7) | 260,520 | |||||||||||||||||||||||||||
| A. W. Nelson | — | — | — | — | — | 250 | (2) | 835 | — | — | ||||||||||||||||||||||||||
| — | — | — | — | — | 900 | (3) | 3,006 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 30,000 | (2) | 100,200 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 21,666 | (3) | 72,364 | — | — | |||||||||||||||||||||||||||
| — | — | — | — | — | 1,000 | (5) | 3,340 | — | — | |||||||||||||||||||||||||||
Name | Option Awards | Stock Awards | ||||||||||||||||||||||||||||||||||
| Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options(#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | ||||||||||||||||||||||||||||
J. T. Bowman | 15,000 | — | — | $ | 4.70 | 1/28/2013 | — | — | — | $ | — | |||||||||||||||||||||||||
| 30,000 | — | — | 6.66 | 2/3/2014 | — | — | — | — | ||||||||||||||||||||||||||||
| 125,200 | — | — | 6.36 | 9/15/2014 | — | — | — | — | ||||||||||||||||||||||||||||
| 250,000 | — | — | 4.40 | 5/6/2018 | — | — | — | — | ||||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 37,500 | (1) | 211,500 | |||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 100,000 | (2) | 564,000 | |||||||||||||||||||||||||||
W. B.Swain | 5,000 | — | — | 4.70 | 1/28/2013 | — | — | — | — | |||||||||||||||||||||||||||
| 10,000 | — | — | 6.66 | 2/3/2014 | — | — | — | — | ||||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 22,500 | (1) | 126,900 | |||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 60,000 | (2) | 338,400 | |||||||||||||||||||||||||||
I. V. Muress | 5,000 | — | — | 4.70 | 1/28/2013 | — | — | — | — | |||||||||||||||||||||||||||
| 10,000 | — | — | 6.66 | 2/3/2014 | — | — | — | — | ||||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 15,000 | (1) | 84,600 | |||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 40,000 | (2) | 225,600 | |||||||||||||||||||||||||||
D. A. Isaac | 3,000 | — | — | 4.70 | 1/28/2013 | — | — | — | — | |||||||||||||||||||||||||||
| 20,000 | — | — | 6.66 | 2/3/2014 | — | — | — | — | ||||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 7,500 | (1) | 42,300 | |||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 15,000 | (2) | 84,600 | |||||||||||||||||||||||||||
A. W. Nelson | — | — | — | — | — | — | — | 22,500 | (1) | 126,900 | ||||||||||||||||||||||||||
| — | — | — | — | — | — | — | 60,000 | (2) | 338,400 | |||||||||||||||||||||||||||
| (1) |
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| Remaining shares vest on December 31, |
Remaining shares vest | ||
Based on the per share closing price of the Company’s Class A Common Stock on the NYSE on December 31, |
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.
| Option Awards(1) | Stock Awards | |||||||||||||||
| Number of | Number of | |||||||||||||||
| Shares Acquired | Value Realized | Shares Acquired | Value Realized | |||||||||||||
Name | on Exercise (#) | on Exercise ($) | on Vesting (#) | on Vesting ($) | ||||||||||||
| J. T. Bowman | — | — | 100,767 | $ | 370,562 | |||||||||||
| W. B. Swain | — | — | 57,733 | 192,828 | ||||||||||||
| I. V. Muress | — | — | 37,822 | 126,325 | ||||||||||||
| D. A. Isaac | — | — | — | — | ||||||||||||
| A. W. Nelson | — | — | 66,033 | 239,335 | ||||||||||||
| Option Awards(1) | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||
J. T. Bowman | — | — | 54,166 | $ | 305,496 | |||||||||||
W. B. Swain | — | — | 32,500 | 183,300 | ||||||||||||
I. V. Muress | — | — | 21,666 | 122,196 | ||||||||||||
D. A. Isaac | — | — | 7,500 | 42,300 | ||||||||||||
A. W. Nelson | — | — | 32,500 | 183,300 | ||||||||||||
| (1) | None of the named executive officers exercised stock options in |
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Pension Benefits at December 31, 20092012
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 as ofon 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. Credited years of service under the Retirement Plan for Mr. Swain is 10 years. Of our named executive officers, only Mr. Swain participates in
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| Present | ||||||||||||||||
| Number of | Value of | Payments | ||||||||||||||
| Years of | Accumulated | During Last | ||||||||||||||
| Credited | Benefits | Fiscal Year | ||||||||||||||
Name | Plan Name | Service (#) | ($) | ($) | ||||||||||||
| J. T. Bowman | — | $ | — | $ | — | |||||||||||
| W. B. Swain | Crawford & Company Retirement Plan | 10 | 107,527 | — | ||||||||||||
| I. V. Muress | — | — | — | |||||||||||||
| D. A. Isaac | — | — | — | |||||||||||||
| A. W. Nelson | — | — | — | |||||||||||||
Name | Plan Name | Years of Credited Service (#) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | ||||||||||||
J. T. Bowman | — | $ | — | — | ||||||||||||
W. B. Swain | Crawford & Company Retirement Plan | 10 | 196,499 | — | ||||||||||||
I. V. Muress | — | — | — | |||||||||||||
D. A. Isaac | — | — | — | |||||||||||||
A. W. Nelson | — | — | — | |||||||||||||
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 Planand/or Defined Contribution Plan but for limitations placed on covered compensation and benefits thereunder pursuant to the Internal Revenue Code. Effective December 31, 2002, accruals under the SERP were also frozen as to the Retirement Plan. The SERP was amended to allow the Company, if it elects to make a discretionary contribution to the Defined Contribution Plan for eligible employees, to also make an additional SERP service contribution to the Deferred Compensation Plan for participants in the SERP. The following table provides information concerning the nonqualified deferred compensation with respect to the named executive officers.
| Executive | Registrant | Aggregate | Aggregate | Aggregate | ||||||||||||||||
| Contributions | Contribution | Earnings | Withdrawals/ | Balance | ||||||||||||||||
| in Last FY | in Last FY | in Last FY | Distributions | at Last FYE | ||||||||||||||||
Name | ($)(1) | ($)(2) | ($) | ($) | ($)(3) | |||||||||||||||
| J. T. Bowman | $ | — | $ | 33,000 | $ | 6,193 | — | $ | 110,935 | |||||||||||
| W. B. Swain | 48,881 | — | 12,478 | — | 170,509 | |||||||||||||||
| I. V. Muress | — | — | — | — | — | |||||||||||||||
| D. A. Isaac | — | — | — | — | — | |||||||||||||||
| A. W. Nelson | — | — | 1,357 | — | 15,721 | |||||||||||||||
Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | |||||||||||||||
J. T. Bowman | $ | — | $ | 75,000 | $ | 14,565 | $ | — | $ | 368,598 | ||||||||||
W. B. Swain | 90,351 | 18,380 | 18,050 | 13,720 | 398,473 | |||||||||||||||
I. V. Muress | — | — | — | — | — | |||||||||||||||
D. A. Isaac | — | — | — | — | — | |||||||||||||||
A. W. Nelson | — | 11,922 | 1,827 | — | 48,843 | |||||||||||||||
| (1) | These amounts were also included in “Salary” for 2012 in the Summary Compensation Table. | |
| (2) | These amounts were also reported in “All Other Compensation” for 2012 in the Summary Compensation Table. | |
| (3) | Of these balances, the following amounts were previously reported as compensation in |
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EMPLOYMENT ANDCHANGE-IN-CONTROL ARRANGEMENTS
The Company has entered into various agreements with certain of the named executive officers that contain provisions regarding employment and payments upon a change in control. In addition, the Company maintains various benefit plans that provide for accelerated vesting in the event of a termination of employment, including in connection with a change in control. These agreements and plans are summarized below.
change-in-control,Employment and Severance Agreements as described below:
J. T. Bowman:Mr. Bowman
On August 7, 2009,March 15, 2013, the Company entered into ana restated employment agreement (the “Restated Agreement”) with Mr. Bowman, which replaced Mr. Bowman’s previous employment agreement with Mr. Bowman outlining his employment terms. This agreement superseded and replaced the letter agreement entered intoCompany, dated as of August 7, 2009. The Restated Agreement, which is effective as of January 1, 2013, has an initial term through March 31, 2014, with Mr. Bowman on February 10, 2006, entered into while he was serving as the Company’s chief operating officer. The term of the employment agreement ends on August 6, 2011, subject to automatic two-yearone-year extensions unless earlier terminatedeither party gives notice to the other on or not extended by either party.
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The Restated Agreement provides that can be purchased for the standard rate cost of a $2 million policy). Per the terms of the agreement, the Company made a discretionary contribution equal to $33,000 to Mr. Bowman’s account under the Deferred Compensation Plan. Beginning on January 1, 2010,2013, and each year thereafter that Mr. Bowman remains employed by the Company on January 1 of such calendar year, the Company will make a contribution to Mr. Bowman’s account under the Company’s Deferred Compensation Plandeferred compensation plan that is equal to (i) the greater of (a) $75,000 or (b) 3.5% of Mr. Bowman’s cash compensation plus 2.5% of the Mr. Bowman’s excess compensation (each as defined in the Deferred Compensation Plan)deferred compensation plan) for such year, reduced by (ii) the lesser of the Company’s matching contributions to the Company’s 401(k) plan on his behalf or the limit on elective deferrals under the Internal Revenue Code.
Under the employment agreement,Restated Agreement, if Mr. Bowman resignsterminates his employment for “goodgood reason” (as defined in the agreement), or if Crawfordthe Company terminates his employment without “cause” or if Mr. Bowman’s employment terminates for any reason (other than for cause or due to his death or disability) within one year following a “change(as defined in control,” subject to Mr. Bowman signing a restrictive covenants agreement and release,the agreement), Mr. Bowman will be entitled to the following: (i) payment of
accrued compensation and benefits; (ii)
an amount equal to two times his base salary at termination, (ii) termination;
a pro-rata portion of his annual bonus and incentivesincentive award opportunity based on actual performance, (iii) performance;
reimbursement for group health plan costs for up to 18 months following termination of employment, or untiltermination; and
in the event Mr. Bowman becomes eligibleterminates his employment for other group health benefits; and (iv) immediategood reason, continued vesting of all outstanding stock options (whichequity awards in accordance with the terms of the plan pursuant to which they were issued.
If the Company terminates Mr. Bowman’s employment due to disability, Mr. Bowman will remainbe entitled to the following:
accrued compensation and benefits;
continued base salary for six months; and
in the event his employment is terminated by reason of such disability, continued vesting of all outstanding equity awards in accordance with the terms of the plan pursuant to which they were issued as if the termination was an “involuntary termination.”
In the event of Mr. Bowman’s death during the term of the Restated Agreement, the following will be due:
accrued compensation and benefits;
27
continued base salary for six months; and
all outstanding equity awards will immediately vest, and will be exercisable for 90 days fromdays.
The Restated Agreement contains non-solicitation and confidentiality covenants, as well as certain other covenants, applicable for specified periods after the termination date).
In the event any payments made to Mr. Bowman would be subject to the excise tax imposed on “parachute” payments by the Internal Revenue Code, Crawford willthe Company may reduce the payments to Mr. Bowman so that no portion of the payments would be subject to the excise tax, but only if such a reduction would result in Mr. Bowman receiving a greater amount after taxes.
Mr. Swain
On August 1, 2012, the Company entered into an employment agreement with Mr. Swain. Pursuant to the employment agreement, Mr. Bowman has agreedSwain’s annual base salary is $400,000, subject to certain covenants which impose restrictions onannual review and increase by the solicitationCompany’s Chief Executive Officer, and Mr. Swain is eligible to participate in the STIP and the LTIP. In addition, Mr. Swain is eligible to participate in all executive-level employee benefit plans and programs, including receipt of employees and customers, protect certain confidential informationa car allowance.
In the event that Mr. Swain’s employment is terminated for reasons other than “cause,” or in the event of a “change-in-control” of the Company, which term is subject to the determination of the Company’s Chief Executive Officer, Mr. Swain will be entitled to receive: (i) eighteen months of his then-current base salary and require cooperation(ii) the pro-rated amount of any bonus which would have been earned for the year in litigation, as well aswhich he is terminated, provided all applicable performance conditions are met. Any payments to certainbe made in the event of a termination without cause or in the event of a change-in-control under the agreement are subject to Mr. Swain entering into a general release of claims and executing non-competition and non-disclosure covenants in favor of the Company, among other things.
In connection with entering into the agreement, Mr. Swain also entered into a confidentiality and non-solicitation agreement in the Company’s favor. The confidentiality and non-solicitation agreement requires Mr. Swain to comply with confidentiality, non-competition, non-disclosure and non-solicitation covenants during the term of the agreement and for specified periods after the termination of his employment.
Mr. Muress
In connection with Mr. Bowman being named CEO, the Committee also granted to Mr. Bowman a stock option to purchase 250,000 shares of the Company’s Class A Common Stock, which vests at a rate of 331/3% per year, beginning on May 6, 2009.
26
| Payments and | Termination Upon | Termination | Termination | |||||||||||||||||||||||||
| Benefits upon | Change in | Without | for Good | All Other | ||||||||||||||||||||||||
Termination | Control(5) | Cause(5) | Reason(4) | Retirement | Death | Disability | Terminations | |||||||||||||||||||||
Compensation: | ||||||||||||||||||||||||||||
| Base Salary | $ | 1,460,000 | $ | 1,460,000 | $ | 1,460,000 | $ | — | $ | 365,000 | $ | 365,000 | — | |||||||||||||||
| Stock Awards(7) | 499,617 | (1)(2)(3)(4) | 206,499 | (3)(4) | 491,254 | (1)(2)(3) | 499,617 | (1)(3) | 499,617 | (1)(3) | 499,617 | (1)(3) | — | |||||||||||||||
Benefits and Perquisites: | ||||||||||||||||||||||||||||
| Life Insurance | — | — | — | 2,000,000 | — | — | ||||||||||||||||||||||
| Disability Benefits | — | — | — | — | — | (6) | — | |||||||||||||||||||||
Total | $ | 1,959,617 | $ | 1,666,499 | $ | 1,951,254 | $ | 499,617 | $ | 2,864,617 | $ | 864,617 | (6) | — | ||||||||||||||
| Termination | ||||||||||||||||||||||||
| Payments and | Upon Change | Termination | ||||||||||||||||||||||
| Benefits upon | in | Without | All Other | |||||||||||||||||||||
Termination | Control | Cause | Retirement | Death | Disability | Terminations | ||||||||||||||||||
Compensation: | ||||||||||||||||||||||||
| Stock Awards(5) | $ | 183,252 | (1)(2)(3) | $ | 8,016 | (3) | $ | 183,252 | (1)(3) | $ | 183,252 | (1)(3) | $ | 183,252 | (1)(3) | — | ||||||||
Benefits and Perquisites: | ||||||||||||||||||||||||
| Life Insurance | — | — | — | 600,000 | — | — | ||||||||||||||||||
| Disability Benefits | — | — | — | — | (4) | — | ||||||||||||||||||
Total | $ | 183,252 | $ | 8,016 | $ | 183,252 | $ | 783,252 | $ | 183,252 | — | |||||||||||||
27
The employment agreement also subjectsis terminable by either party with twelve months notice. If the Company terminates Mr. Muress’s employment without the requisite notice, subject to certain exceptions, Mr. Muress is entitled to certain confidentiality, solicitation and non-competition restrictions and requirements. The Company may at any time and in its absolute discretion terminate the employment agreement with immediate effect and makereceive a termination payment in lieuthe amount of notice. This termination payment will consist solely of Mr. Muress’his annual base salary (atat the rate payable when the notice is given) and will not include any bonus, pension contributions or any other benefits, and will be subject to deductions for income tax and national insurance contributions. On February 27, 2008, the Compensation Committee awarded Mr. Muress a restricted stock grant of 20,000 shares of Class A Common Stock under the provisionstime of the Executive Stock Bonus Plan, which vested at a rate of 50% per year. All such shares of Class A Common Stock have vested under the terms of that award.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLMr. Isaac
| Termination | ||||||||||||||||||||||||
| Payments and | Upon | Termination | ||||||||||||||||||||||
| Benefits upon | Change in | Without | All Other | |||||||||||||||||||||
Termination | Control(5) | Cause(5) | Retirement | Death | Disability | Terminations | ||||||||||||||||||
Compensation: | ||||||||||||||||||||||||
| Base Salary | $ | 601,896 | $ | 601,896 | $ | — | $ | — | $ | — | — | |||||||||||||
| Stock Awards(5) | 158,630 | (1)(2)(3)(4) | — | (3)(4) | 116,880 | (1)(3) | 116,880 | (1)(3) | 116,880 | (1)(3) | — | |||||||||||||
Benefits and Perquisites: | ||||||||||||||||||||||||
| Life Insurance | — | — | — | 3,039,828 | — | — | ||||||||||||||||||
| Disability Benefits | — | — | — | — | 664,962 | — | ||||||||||||||||||
Total | $ | 760,526 | $ | 601,896 | $ | 116,880 | $ | 3,156,708 | $ | 781,842 | — | |||||||||||||
Effective as of January 1, 2006,2011, the Company entered into an employment agreement with Mr. Isaac. The employment agreement terminates onis effective through December 31, 2010. The term2015, and automatically renews for successive one yearone-year periods, unless cancelled prior toadvance notice of nonrenewal is given by either party during the endthen-current period. The agreement provides for an annual base salary of the then current period pursuant to the terms$700,000, annual commission payments of the employment agreement.3.1% of GCG’s gross fee revenues, and annual and long-term incentive compensation, as well as severance and other benefits. The employment agreement set Mr. Isaac’s initial annual base salary at $600,000. Mr. Isaac’s current base salary is $630,000.
28
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If Mr. Isaac’s employment agreement provides for (i) is terminated as a result of death or disability, he is entitled to receive:
continued payment of Mr. Isaac’shis base salary for a period of 6 months followingsix months;
continued payment of commissions based on qualifying business initiated prior to his death or disability (ii) a continued payment of the commission amounts on revenue derived from business initiated prior to Mr. Isaac’s death or disability for a period of 2two years following Mr. Isaac’s death or disability, and (iii) his termination;
payment of a pro rata portion of Mr. Isaac’shis annual incentive compensation and performance share units throughfor the dateyear of death; and
continued payment of his termination of employment due to death or disability. The employment agreement provides that in the event thatannual incentive compensation for two years following his termination.
If Mr. Isaac’s employment with the Company is terminated either by Mr. Isaac for “good reason”good reason (as defined in the agreement) or by the Company withoutother than for cause (as defined in the agreement), and such termination is not within 3three months prior to or 12twelve months after a “changechange in control” (as defined in the Company will (i) continue agreement), Mr. Isaac is entitled to receive the following:
payment of Mr. Isaac’shis base salary, for a period of 12 months following his termination, continue payment of the commission amountsannual incentive compensation and commissions on revenue derived from qualifying business initiated prior to Mr. Isaac’sthe termination for a period of 12twelve months following Mr. Isaac’s termination,termination; and payment of a pro rata portion of Mr. Isaac’s performance share units through the date of his termination of employment. Additionally, the Company will provide
continuation of eligible medical benefits under COBRA for a period of 12 months, under COBRA. Thetwelve months.
If Mr. Isaac terminates his employment agreement provides that in the event that Mr. Isaac’s employment withfor good reason or the Company is terminated either by Mr. Isaac for “good reason” or by the Companyterminates his employment without cause, and such termination isoccurs within 3three months prior to or 12twelve months after a “changechange in control,” Mr. Isaac is entitled to receive the Company will (i) continue payment of Mr. Isaac’s base salarysame benefits described above for a period of 18 months following hiseighteen months.
Receipt of termination continue paymentpayments and benefits under the employment agreement is conditioned on Mr. Isaac signing a general release in favor of the commission amountsCompany. In addition, the employment agreement contains non-competition, non-solicitation, confidentiality and other restrictive covenants applicable during his employment and for specified periods following termination of employment.
In the event that the Company divests all (or substantially all) of its interest in GCG, Mr. Isaac will be entitled to a special bonus payment based on revenue derived from business initiated prior3% of the net sales price of the interest that is sold.
In the event that payments to and benefits of Mr. Isaac’s terminationIsaac would be subject to the excise tax imposed on certain “parachute” payments by the Internal Revenue Code, such payments and benefits will be reduced by the amount necessary to avoid the excise tax.
Mr. Nelson
In November 2005, the Company entered into a change-in-control and severance agreement with Mr. Nelson. This agreement provides that if Mr. Nelson’s employment is terminated in connection with a change in control or for a periodany reason other than cause, Mr. Nelson will be entitled to the following:
an amount equal to his annual base salary at the time of 18 months following Mr. Isaac’s termination, and payment of a pro ratahis termination;
an amount equal to the prorated portion of Mr. Isaac’sany bonuses or incentives, based on actual performance, share units throughfor the date of hisperformance period in which the termination of employment. Additionally, the Company will provide occurs;
continuation of eligible medical benefits under COBRA for eighteen months; and
accelerated vesting of all outstanding option awards, which will be exercisable for 90 days following the date of termination.
Payment and benefits under the agreement are subject to Mr. Nelson agreeing to mutually acceptable confidentiality, non-solicitation, cooperation and other reasonable and customary provisions in favor of the Company at the time of his termination.
Equity Incentive Plans and Awards
LTIP awards issued under the Company’s Executive Stock Bonus Plan are subject to accelerated vesting in the event of an executive’s termination of employment as a periodresult of 18 months, under COBRA.
29
of employment as a result of death, disability or retirement, the executive’s unvested earned performance awards will continue to vest as if the executive had remained employed by the Company. In the event of an executive’s termination of employment in connection with a change-in-control of the Company, the executive’s unvested earned performance awards will vest on a pro-rata basis (based on the elapsed time of the vesting period) as of the date of such change-in-control.
Pension and Other BenefitsUpon retirement or other termination of employment, certain named executive officers are entitled to pension and other retirement benefits under the Retirement Plan and SERP. See “Executive Compensation—Pension Benefits” for information about the pension and other retirement benefits payable to the named executive officers under the Retirement Plan and SERP. In addition, upon termination of employment due to disability, our executives are entitled to disability benefits under Company sponsored disability plans.
Termination and Change-in-Control Tables for 2012
The following table summarizes the compensation and other benefits that would have become payable to each of our named executive officers assuming their employment had terminated on December 31, 2012, given the named executive officer’s base salary as of that date. In addition, the table also summarizes the compensation that would become payable to each of our named executive officers assuming that a change in control of the Company had occurred on December 31, 2012.
As described above under “-Employment and Severance Arrangements,” on March 15, 2013 and effective as of January 1, 2013, we entered into the Amended and Restated Agreement with Mr. Bowman. The amounts set forth in the table below are the amounts that would have been payable under the Amended and Restated Agreement as if it were in effect on December 31, 2012, and not the amounts that would have been payable under Mr. Bowman’s agreement in effect as of such date.
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In reviewing these tables, please note the following:
For amounts payable as stock awards, we assumed (i) unvested, earned performance share unit awards will fully vest; (ii) unvested restricted stock awards will fully vest; (iii) unearned performance share unit awards will be deemed earned on a pro-rata basis; and (iv) all such awards were cash valued at December 31, 2012. For additional information regarding the potential payouts, see “Compensation Discussion and Analysis—Long-Term Incentive Compensation” and “Summary Compensation Table—Grants of Plan-Based Awards.”
Life insurance benefits payable upon death represent the death benefit payable to the officer’s beneficiaries by the life insurance company.
No payment value was ascribed to presently vested and exercisable equity incentive awards, as such awards are not impacted by a separation from service or change in control.
All parties complied with any required notice provisions in the applicable agreement.
| Payments and | Termination | Termination | Termination | |||||||||||||||||||||
| Benefits upon | Upon Change in | Without | for Good | All Other | ||||||||||||||||||||
Termination | Control(4) | Cause(4) | Reason(4) | Death(4) | Disability(4) | Terminations | ||||||||||||||||||
Compensation: | ||||||||||||||||||||||||
| Base Salary | $ | 945,000 | $ | 630,000 | $ | 630,000 | $ | 315,000 | $ | 315,000 | — | |||||||||||||
| Incentives | — | — | — | — | — | — | ||||||||||||||||||
| Commissions | (5) | (6) | (6) | (7) | (7) | — | ||||||||||||||||||
| Stock Awards(10) | 410,820 | (1)(2)(3) | 410,820 | (1)(2)(3) | 410,820 | (1)(2)(3) | 410,820 | (1)(2)(3) | 410,820 | (1)(2)(3) | — | |||||||||||||
Benefits and Perquisites: | ||||||||||||||||||||||||
| Life Insurance | — | — | — | 1,500,000 | — | — | ||||||||||||||||||
| Disability Benefits | — | — | — | — | (8) | — | ||||||||||||||||||
TaxGross-up | (9) | (9) | (9) | (9) | (9) | (9) | ||||||||||||||||||
Total | $ | 1,355,820 | $ | 1,040,820 | $ | 1,040,820 | $ | 2,225,820 | $ | 725,820 | — | |||||||||||||
Each of the named executive officers complied with all restrictive and other covenants applicable to him.
| Benefits and Payments | Change in Control | Termination Without Cause(1) | Termination for Good Reason(1) | Retirement(1) | Death(1) | Disability(1) | ||||||
J. T. Bowman | ||||||||||||
Cash Severance | — | $1,460,000 | $1,460,000 | — | $365,000 | $365,000 | ||||||
Stock Awards | — | — | — | — | — | — | ||||||
Health Benefits | — | (2) | (2) | — | — | — | ||||||
Life Insurance | — | — | — | — | 2,000,000 | — | ||||||
Disability Benefits | — | — | — | — | — | (3) | ||||||
|
|
|
|
|
| |||||||
Total | — | 1,460,000 | 1,460,000 | — | 2,365,000 | 365,000 | ||||||
|
|
|
|
|
| |||||||
W. B. Swain | ||||||||||||
Cash Severance | — | 600,000 | — | — | — | — | ||||||
Stock Awards | — | — | — | — | — | — | ||||||
Life Insurance | — | — | — | — | 600,000 | — | ||||||
Disability Benefits | — | — | — | — | — | (3) | ||||||
|
|
|
|
|
| |||||||
Total | — | 600,000 | — | — | 600,000 | — | ||||||
|
|
|
|
|
| |||||||
I.V. Muress | ||||||||||||
Cash Severance | — | 652,926 | — | — | — | — | ||||||
Stock Awards | — | — | — | — | — | — | ||||||
Life Insurance | — | — | — | — | — | — | ||||||
Disability Benefits | — | — | — | — | — | — | ||||||
|
|
|
|
|
| |||||||
Total | — | 652,926 | — | — | — | — | ||||||
|
|
|
|
|
| |||||||
D. A. Isaac | ||||||||||||
Cash Severance | (4) | 700,000(5) | 700,000(5) | — | 350,000 | 350,000 | ||||||
Stock Awards | — | — | — | — | — | — | ||||||
Health Benefits | — | (6) | (6) | — | (7) | (7) | ||||||
Life Insurance | — | — | — | — | 1,500,000 | — | ||||||
Disability Benefits | — | — | — | — | — | (8) | ||||||
|
|
|
|
|
| |||||||
Total | — | 700,000 | 700,000 | — | 1,849,994 | 350,000 | ||||||
|
|
|
|
|
| |||||||
A. W. Nelson | ||||||||||||
Cash Severance | 425,000 | 425,000 | — | — | — | — | ||||||
Stock Awards | — | — | — | — | — | — | ||||||
Health Benefits | (6) | (6) | (6) | — | — | — | ||||||
Life Insurance | — | — | — | — | 150,000 | — | ||||||
Disability Benefits | — | — | — | — | — | (3) | ||||||
|
|
|
|
|
| |||||||
Total | 425,000 | 425,000 | — | — | 150,000 | — | ||||||
|
|
|
|
|
|
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| (1) | Whether or not in connection with a change in control. | |
| (2) | ||
Mr. | ||
| (3) | Disability payments of $11,500 per month would be payable through age 65. |
| (4) | This amount is not determinable. In the event that the Company divests all (or substantially all) of its interest in GCG, Mr. Isaac will be entitled to a |
| (5) | Mr. Isaac is entitled to payment of his base salary, annual incentive compensation and commissions on revenue derived from qualifying business initiated prior to the termination for twelve months following termination. |
| (6) | Continuation of eligible medical benefits under COBRA for | |
| (7) | Continuation of eligible medical benefits under COBRA for | |
| (8) | Consists of short-term disability payments of $31,500 per month for 6 months, followed by long-term disability payments of $15,000 per month, would be payable | |
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| Termination | ||||||||||||||||||||||||
| Upon | ||||||||||||||||||||||||
| Payments and | Change | Termination | ||||||||||||||||||||||
| Benefits upon | in | Without | All Other | |||||||||||||||||||||
Termination | Control(7) | Cause(7) | Retirement | Death | Disability | Terminations | ||||||||||||||||||
Compensation: | ||||||||||||||||||||||||
| Base Salary | $ | 425,000 | $ | 425,000 | $ | — | $ | — | $ | — | — | |||||||||||||
| Stock Awards(6) | 179,745 | (1)(2)(3)(4) | — | (4) | 3,340 | (3)(4) | 179,745 | (1)(3) | 179,745 | (1)(3) | — | |||||||||||||
Benefits and Perquisites: | ||||||||||||||||||||||||
| Life Insurance | — | — | 150,000 | — | — | |||||||||||||||||||
| Disability Benefits | — | — | — | — | (5) | — | ||||||||||||||||||
Total | $ | 604,745 | $ | 425,000 | $ | 3,340 | $ | 329,745 | $ | 179,745 | — | |||||||||||||
COMMITTEE OF THE BOARD OF DIRECTORS
The Company’s executive compensation programs are administered by the Compensation Committee. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K with management and, based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
E. JENNER WOOD, III,
31
HARSHA V. AGADI JAMES D. EDWARDS
STOCK OWNERSHIP INFORMATION
Security Ownership of Management
The following table sets forth information, as of March 1, 2010,5, 2013, as to shares of Class A and Class B Common Stock beneficially owned by each current Director or nominee for election as a Director,director, each of the named executive officers, and all current Directorsdirectors and executive officers as a group. As of March 1, 2010,5, 2013, there were 27,654,90529,612,950 shares of Class A Common Stock and 24,697,17224,690,172 shares of Class B Common Stock outstanding.
| Percent of | ||||||||||||||||
| Amount and Nature of | Total Shares | |||||||||||||||
| Beneficial Ownership(1) | Outstanding(2) | |||||||||||||||
Name | Class A | Class B | Class A | Class B | ||||||||||||
| P. George Benson(3) | 55,624 | — | — | — | ||||||||||||
| Jeffrey T. Bowman(4) | 452,538 | — | 1.6 | % | — | |||||||||||
| Jesse C. Crawford(5) | 12,065,582 | 12,783,181 | 43.6 | 51.8 | % | |||||||||||
| James D. Edwards(6) | 58,624 | 2,000 | — | — | ||||||||||||
| Russel L. Honoré | 19,624 | — | — | — | ||||||||||||
| J. Hicks Lanier(6)(7) | 61,661 | 3,037 | — | — | ||||||||||||
| Charles H. Ogburn | 74,624 | — | — | — | ||||||||||||
| Clarence H. Ridley(8) | 61,624 | 7,000 | — | — | ||||||||||||
| E. Jenner Wood, III(6)(7) | 59,374 | — | — | — | ||||||||||||
| W. Bruce Swain(9) | 107,775 | — | — | — | ||||||||||||
| Ian V. Muress(10) | 77,109 | — | — | — | ||||||||||||
| David A. Isaac(11) | 144,610 | 2,038 | — | — | ||||||||||||
| Allen W. Nelson | 72,770 | — | — | — | ||||||||||||
| All Directors and Executive Officers as a Group (22 persons)(12) | 13,730,340 | 12,799,849 | 49.6 | 51.8 | ||||||||||||
| Amount and Nature of Beneficial Ownership(1) | Percent of Total Shares Outstanding(2) | |||||||||||||||
Name | Class A | Class B | Class A | Class B | ||||||||||||
Harsha V. Agadi | 101,978 | — | — | — | ||||||||||||
P. George Benson (3) | 78,622 | — | — | — | ||||||||||||
Jeffrey T. Bowman (4) | 805,644 | — | 2.7% | — | ||||||||||||
Jesse C. Crawford (5) | 11,867,375 | 12,836,881 | 40.1 | 52.0% | ||||||||||||
James D. Edwards (6) | 81,622 | 2,000 | — | — | ||||||||||||
Russel L. Honoré | 42,622 | — | — | — | ||||||||||||
Joia M. Johnson | 24,298 | 8,700 | — | — | ||||||||||||
Charles H. Ogburn (7) | 243,361 | — | — | — | ||||||||||||
E. Jenner Wood, III (8)(9) | 73,372 | — | — | — | ||||||||||||
W. Bruce Swain (10) | 190,381 | — | — | — | ||||||||||||
Ian V. Muress (10) | 129,536 | — | — | — | ||||||||||||
David A. Isaac (11) | 228,326 | 2,038 | — | — | ||||||||||||
Allen W. Nelson | 164,847 | — | — | — | ||||||||||||
All Directors and Executive Officers as a Group (20 persons)(12) | 14,538,362 | 12,852,212 | 49.1 | 52.1 | ||||||||||||
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| (1) | Except as otherwise indicated in the following footnotes, the persons possessed sole voting and dispositive power with respect to all shares set forth opposite their names. | |
| (2) | Except where a percentage is specified, the person’s ownership represents less than 1% of the outstanding shares. Shares not outstanding which are subject to options exercisable within sixty (60) days by a named individual or persons in the group are deemed to be outstanding for the purposes of computing percentage ownership of outstanding shares owned by such individual or the group. | |
| (3) | Includes 36,000 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March | |
| (4) | Includes | |
| (5) | Includes | |
| (6) | Includes 39,000 shares of Class A Common Stock subject to options exercisable within sixty (60) days of March |
32
| (7) | The shares shown as beneficially owned by Mr. Ogburn include 12,000 shares of Class A Common Stock held in an account in his spouse’s name over which he shares voting and dispositive power. |
| (8) | Includes 30,000 shares of |
| (9) | Mr. Wood is Chairman, President and Chief Executive Officer of SunTrust Bank |
Includes |
Includes |
Includes | ||
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Security Ownership of Certain Beneficial Owners
The following table sets forth certain information concerning each person (including any “group” as the term is used in Section 13(d)(3) of the Securities Exchange Act) known to the Company to be the “beneficial owner”, as such term is defined by the rules of the SEC, of more than 5% of the outstanding shares of the Company’s Class B Common Stock as of March 1, 2010:
| Percentage of | ||||||||
| Amount and Nature of | Class B Shares | |||||||
Name and Address | Beneficial Ownership | Outstanding | ||||||
| Jesse C. Crawford | 12,783,181(1 | )(2) | 51.8 | % | ||||
| Crawford Media Services, Inc. 3845 Pleasantdale Rd. Atlanta, Georgia 30340 | ||||||||
| Crawford Partners, L.P. | 10,466,931(1 | ) | 42.4 | |||||
| 55 Park Place Atlanta, Georgia 30303 | ||||||||
| F&C Asset Management plc | 1,678,508(3 | ) | 6.8 | |||||
| 80 George Street Edinburgh EH2 3BU, United Kingdom | ||||||||
| SunTrust Banks, Inc. | 1,646,688(2 | ) | 6.7 | |||||
c/o SunTrust Bank 55 Park Place Atlanta, Georgia 30303 | ||||||||
| Linda K. Crawford | 1,459,977 | 5.9 | ||||||
| 57 N. Green Bay Road Lake Forest, Illinois 60045 | ||||||||
| BlackRock, Inc. | 1,442,519(4 | ) | 5.8 | |||||
| 40 East 52nd Street New York, New York 10022 | ||||||||
Name and Address | Amount and Nature of Beneficial Ownership | Percentage of Class B Shares Outstanding | ||||||
Jesse C. Crawford Crawford Media Services, Inc. 6 West Druid Hills Drive, N.E. Atlanta, Georgia 30329 | 12,836,881 | (1) | 52.0 | % | ||||
Crawford Partners, L.P. 55 Park Place Atlanta, Georgia 30303 | 10,466,931 | (3) | 42.4 | |||||
BlackRock, Inc. 40 East 52nd Street New York, New York 10022 | 1,551,634 | (4) | 6.3 | |||||
SunTrust Banks, Inc. 303 Peachtree Street, NE Atlanta, Georgia 30308 | 1,511,627 | (2) | 6.1 | |||||
Linda K. Crawford 57 N. Green Bay Road Lake Forest, Illinois 60045 | 1,459,977 | 5.9 | ||||||
F&C Asset Management, plc 80 George Street Edinburgh EH2 3BU United Kingdom | 1,254,859 | (5) | 5.1 | |||||
| (1) | As of December 31, 2012. Based on a Schedule 13D/A filed with the SEC by Jesse C. Crawford | |
| (2) | As of December 31, |
33
| respect to |
| (3) | Mr. Crawford |
As of December 31, |
| (4) | As of December 31, 2012. Based upon a Schedule 13G filed with the SEC by F&C Asset Management, plc | |
34
INFORMATION WITH RESPECT TO CERTAIN BUSINESS RELATIONSHIPS AND
RELATED TRANSACTIONS
For information on the Company’s Related Party Transactions Policy, please refer to the Audit Committee discussion on Page 5.
SunTrust BankBanks, Inc. held 1,646,6881,511,627 shares of Class B Common Stock of the Company as of February 28, 2010.December 31, 2012. See “Stock Ownership Information — Security Ownership of Certain Beneficial Owners.” SunTrust Bank exercises voting authority with respect to sharesBanks, Inc. is a customer of Class B Common Stock heldthe Company and, in fiduciary and agency capacities. In the ordinary course of its business and on prevailing marketplace terms, SunTrust Bank and its affiliates provideprovides certain financialbanking services to the Company. SunTrust Bank, serves as the administrative agent for the Company’s $310 million credit facility andan affiliate of SunTrust Banks, Inc., participates as a lender in the syndication of thatCompany’s credit facility, for which it receives customary payments of interest, repayments of principal, and fees. The Company’s credit facility was entered into in the ordinary course of SunTrust Bank’s business, and we believe such loans were and are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with other parties, and such loans do not involve more than the normal risk of collectibilitycollectability or present other unfavorable features. In addition, the Company also maintains a normal commercial banking relationship with SunTrust Bank, which also serves as trustee for the Crawford & Company Retirement Plan and the Crawford & Company Employee Disability Income Plan.Bank. SunTrust Bank also processes checks relating to loss fund accounts, which are used for payment of the Company’s clients’ claims. E. Jenner Wood, III, a Directordirector of the Company, is Chairman of the Board, President and Chief Executive Officer of SunTrust Bank Central Group. TheGeorgia/North Florida Division.
On December 24, 2012, in accordance with and pursuant to its previously disclosed and ongoing share repurchase program, the Company purchased 300,000 shares of Class A Common Stock from Mr. Crawford, a member of the Board has determined that these relationships do not affectof Directors and the majority shareholder of the Company, for $1,485,000 in a negotiated transaction unanimously approved by the Audit Committee and the Board of Directors (with Mr. Wood’s independence. See “Corporate Governance — Director Independence.”
EQUITY COMPENSATION PLANS
The following table sets forth certain information concerning securities authorized for issuance under equity compensation plans as of December 31, 2009.2012. Only the Company’s Class A Common Stock is authorized for issuance under these plans.
| Number of Securities | ||||||||||||
| Remaining Available for | ||||||||||||
| Number of Securities to | Weighted-Average | Future Issuance Under Equity | ||||||||||
| be Issued Upon Exercise | Exercise Price of | Compensation Plans | ||||||||||
| of Outstanding Options, | Outstanding Options, | (Excluding Securities Reflected | ||||||||||
| Warrants and Rights | Warrants and Rights | in Column (a)) | ||||||||||
Plan Category | (a) | (b) | (c) | |||||||||
| Equity compensation plans approved by security holders | 3,122,489(1 | ) | $ | 6.09(2 | ) | 7,831,029(3 | ) | |||||
| Equity compensation plans not approved by security holders(4) | 164,119 | $ | 4.27 | — | ||||||||
| 3,286,608 | 7,831,029 | |||||||||||
34
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation Plans (excluding securities reflected in column (a)) (c) | |||||||||
Equity compensation plans approved by security holders | 1,857,532 | (1) | $ | 4.51 | (2) | 7,388,698 | (3) | |||||
| (1) | Shares issuable pursuant to the outstanding options under the Company’s stock option plans | |
| (2) | Includes exercise prices for outstanding options under the Company’s stock option plans, the 1996 Employee Stock Purchase Plan, as amended, and the U.K. ShareSave Scheme. | |
| (3) | Represents shares which may be issued under the 1996 Employee Stock Purchase Plan, as amended | |
35
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s directors and officers, and greater than ten percent (10%) beneficial owners of the Company’s equity securities, to file with the SEC and the NYSE reports of ownership and changes in ownership of such equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by the SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on a review of the copies of such reports furnished to the Company or written representations that no other reports are required, the Company believes that, during the year ended December 31, 2009,2012, all of its officers, directors and greater than ten percent beneficial owners complied with all applicable filing requirements, except for one late Form 4 filing byregarding one transaction for each of Mr. Forrest Bell pertaining to a transaction involving the sale of 20 shares Class A Common Stock.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of Messrs. Lanier, Benson, Honoré (beginning on May 5, 2009)Wood, Ogburn, Edwards and Wood, noneAgadi. None of whom werethe foregoing individuals are or have been in the past officers or employees of the Company, were members of the Compensation Committee of the Company’s Board of Directors.Company. None of the members of the Compensation Committee serve as members of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of the Company’s Compensation Committee. For a discussion concerning certain business relationships involving
SunTrust Banks, Inc. held 1,511,627 shares of Class B Common Stock of the Company Mr. Wood, andas of December 31, 2012. See “Stock Ownership Information — Security Ownership of Certain Beneficial Owners.” SunTrust Banks, please see “InformationInc. is a customer of the Company and, in the ordinary course of its business and on prevailing marketplace terms, provides certain banking services to the Company. SunTrust Bank, an affiliate of SunTrust Banks, Inc., participates as a lender in the Company’s credit facility, for which it receives customary payments of interest, repayments of principal, and fees. The Company’s credit facility was entered into in the ordinary course of SunTrust Bank’s business, and we believe such loans were and are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with Respectother parties, and such loans do not involve more than the normal risk of collectability or present other unfavorable features. In addition, the Company also maintains a commercial banking relationship with SunTrust Bank. SunTrust Bank also processes checks relating to Certain Business Relationshipsloss fund accounts, which are used for payment of the Company’s clients’ claims. E. Jenner Wood, III, a director of the Company, is Chairman of the Board, President and Related Transactions,” discussed above.
36
PROPOSAL 2 — ADVISORY APPROVAL OF AMENDMENT TO CRAWFORD & COMPANY EMPLOYEE STOCK PURCHASE PLAN, AS AMENDEDEXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) provides shareholders with the Nominating/Corporate Governance/right to vote to approve, on an advisory (nonbinding) basis, the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the SEC. This advisory vote is commonly referred to as the “say-on-pay” vote. The Company currently provides its shareholders a say-on pay vote every two years. In the Company’s most recent advisory say-on-pay vote at the Company’s 2011 annual meeting of shareholders, approximately 92.5% of votes cast were “for” approval of the executive compensation as disclosed in our proxy statement relating to the 2011 annual meeting of shareholders. The Compensation Committee has considered the outcome of this vote in its ongoing establishment and oversight of the compensation of the executive officers of the Company.
Our executive compensation program has been designed to implement certain core compensation principles, namely “pay for performance” and alignment of management’s interests with our shareholders’ interests to support long-term value creation and encourage an appropriate level of risk-taking behavior consistent with our long-term strategy. In the course of establishing our 2012 compensation programs and awarding compensation, our management and Compensation Committee determined what it considered appropriate levels and types of performance-based incentives to motivate our named executive officers to achieve short-term and long-term business goals. We believe that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our shareowners’ interests to support long-term value creation. Please read the “Compensation Discussion and Analysis” section, including the accompanying compensation tables and related narrative, of this proxy statement for additional details about our executive compensation philosophy and programs, including information about the fiscal year 2012 compensation of our named executive officers.
The say-on-pay vote gives you as a shareholder the opportunity to express your views on the compensation of our named executive officers. We currently intend to provide our shareholders an opportunity to have a say-on-on pay vote every two years until we hold our next advisory vote on the frequency of future say-on-pay votes, which will be no later than at the Company’s 2017 annual meeting of shareholders. This vote is not intended to address any specific item of compensation, but rather the overall compensation or our named executive officers and the compensation philosophy, objectives, policies and practices described in this proxy statement. Accordingly, the Board of Directors (the “Compensation Committee”) adopted a resolution to increaserecommends that shareholders approve the numberfollowing advisory resolution:
“RESOLVED, that the shareholders of shares of Class A Common Stock available for awards under the Crawford & Company 1996 Employee Stock Purchase Plan, as amended (the “Plan”) by 1,000,000 (as adopted,approve, on an advisory basis, the “Amendment”).
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Because this vote is advisory, it deducts and accumulateswill not be binding on behalf of each participant to purchase shares of Class A Common Stock reserved for issuance under the Plan at the end of each purchase period. Under the Plan, the Compensation Committee, may determine the durationBoard or the Company. However, it will provide information to our management and frequency of each purchase period. The Plan generally operates using30-day offering periods beforeCompensation Committee regarding investor sentiment about our executive compensation philosophy, objectives, policies and practices, which management and the beginning of a12-month purchase period.
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PROPOSAL 3 —- APPROVAL OF THE
CRAWFORD & COMPANY U.K. SHARESAVE SCHEME, AS AMENDED
Background.
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General.The U.K. Plan allows for Eligible Participants (as defined below) to purchase shares of our Class A Common Stock at a discount using accumulated savings from payroll deductions pursuant to a three-year, five-year or seven-year period savings program (a “Savings Contract”).
Purpose.The purpose of the U.K. Plan is to attract, retain and motivate Eligible Participants to retain their focus on the long-term growth of the Company by providing them with an opportunity to purchase shares of the Company’s Class A Common Stock at a discount.
Eligibility.To be eligible to participate in the U.K. Plan (an “Eligible Participant”), an individual must generally be (i) an employee of Crawford or a participating subsidiary of CrawfordParticipating Company (as defined below) on the grant day for an award (and havehas been an employee for the previous five year period or such other time period during such period as determined by the Board)Compensation Committee), or (ii) a director of Crawford or a participating subsidiary of CrawfordParticipating Company (and havehas been a full-time director (as defined in the U.K. Plan) for the previous five year period or such other time period during such period as determined by the Board,Compensation Committee, so long as such person generally was subject to tax in the U.K. with respect to his or her employment or position.
The BoardCompensation Committee is authorized to determine each Participating Company.Company under the U.K. Plan. Generally, and as of the date hereof, a Participating Company is any direct or indirect subsidiary of the Company operating in the United Kingdom.
As of the date hereof, there are approximately 1,3771,262 Eligible Participants, and 245548 individuals actually participating in the U.K. Plan in the purchase period ending April 1, 2010. I.V.2013. Mr. Muress is the only named executive officer eligible to participate in the U.K. Plan.
Grants under the U.K. Plan.Eligible Participants who elect to participate in the U.K. Plan make monthly contributions (via payroll deductions) in an amount between £5 and £250 per month in connection with a three-year, five-year or seven-year period (a “Savings Period”) Savings Contract. In addition, Eligible Participants who elect to participate in the U.K. Plan receive an option to purchase shares of Class A Common Stock made under the U.K. Plan (an “Option”). The price at which shares of Class A Common Stock are acquired by the exercise of Options under the U.K. Plan is set by the BoardCommittee but is generally shall be 85% of the fair market value of our Class A Common Stock (determined by reference to the price thereof on the New York Stock Exchange, if applicable) as determined prior to any grant date pursuant to section 3.5 of the U.K. Plan. In the event of any variation of the capital stock of the Company, the Board
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Compensation Committee is authorized to adjust the price at which shares may be acquired before any Option is exercised or after the exercise of any Option but prior to transfer of shares obtained pursuant to such exercise. Upon exercise, of an Option, the exercise price will be paid to and retained by the Company.
The payroll deductions are kept in accounts with the bank or building society with whom the Savings Contract is made until the Eligible Participant either exercises (or declines to exercise) the Option at the end of the applicable Savings Period or earlier withdraws from participation in the U.K. Plan. The accumulated amounts and any bonus amounts are generally used to pay the exercise price of an Option at the end of the applicable Savings Period. An Eligible Participant may withdraw from participation in the U.K. Plan at any time. Once an Eligible Participant has withdrawn, there is no opportunity to resume participation for that Savings Period. The administrator of the U.K. Plan will make any repayment of savings to such Eligible Participant if so requested. As a tax-qualified plan in the United Kingdom, Participants who are U.K. taxpayerscitizens receive a tax-free bonus amount on the payroll deductions, which is tax-free provided the Eligible Participant has continued to save for the full Savings Period. For withdrawals prior to such time, but after aan Eligible Participant has been saving for one year and made at least 12 monthly contributions, the Eligible Participant will receive interest onhis/her contributions.
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Shares Available. As of March 1, 2010, 335,8715, 2013 371,242 shares had been acquired under the U.K. Plan.
For certain additional information concerning securities authorized for issuance under the Company’s equity compensation plans as of December 31, 2009,2012, see “Equity Compensation Plans” elsewhere in this proxy statement.
Term. PursuantOffers to section 3.7 ofparticipate under the U.K. Plan offers to participate can only be made for a period of 10 years from the date of adoption. Accordingly, offers to participate can no longer be made unless the term of the U.K. Plan is extended pursuant to the Amendment. If the Amendment is approved, the term of the U.K. Plan will be extended for an additional 10 year period.
Administration. The Board, or a committee appointed by the Board, is authorized to administer the U.K. Plan. The administrator of the U.K. Plan is authorized to, among other things:
determine the applicable grant date of any offering; | |||
determine the length of any offering; | |||
set the maximum amount of the monthly contribution under a Savings Contract (subject to applicable restrictions); | |||
provide all notices in connection with the U.K. Plan; | |||
make price adjustments in the event of any variation of the capital stock of the Company; and | |||
amend the U.K. Plan at any time, subject to any required consents of any applicable regulatory authorities. |
Amendment of the U.K. Plan.The BoardCompensation Committee may at any time amend the U.K. Plan and shall obtain any required approvals and consents from the United Kingdom HM Revenue & Customs (“HMRC”). If HMRC approval is not required, the BoardCompensation Committee is authorized to make any non material changes to the U.K. Plan without resubmitting the U.K. Plan to the HMRC.
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Notwithstanding the foregoing, any material amendment to the U.K. Plan must be approved by our shareholdersstockholders in order to comply with continued listing requirements of the New York Stock Exchange.
Taxation Considerations
Taxation Consequences.Considerations. The following is a brief summary of the general taxation consequencesconsiderations to Participants and the Company of participation in the U.K. Plan. This summary is not intended to be exhaustive and does not describe other foreign, or state or local tax consequences,considerations, nor does it describe consequencesconsiderations based on particular circumstances. Each Eligible Participant should refer to the actual text of the U.K. Plan set forth inAppendix BA and should consult with a tax advisor as to specific questions relating to tax consequences ofconsiderations in connection with participation in the U.K. Plan.
U.S.US Federal Tax Consequences.Considerations. The grant of an Option under the U.K. Plan does not give rise to any income tax liability for aan Eligible Participant subject to tax in the U.S. Generally, the recipient of an Option grant in the U.S. would be subject to tax at the time of exercise of the Option on the difference between the fair
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At the time of sale of shares of Class A Common Stock obtained upon exercise of an Option, the Eligible Participant will recognize a capital gain or loss. If the participantEligible Participant sells or disposes of the shares obtained upon exercise of an Option more than12-months after purchase, the participantEligible Participant will recognize long-term capital gain on any additional gain. If the Eligible Participant sells or disposes of the shares obtained upon exercise of an Option12-months or less after purchase, then the Eligible Participant will recognize short-term capital gain on any additional gain.
U.K. Tax Consequences.Considerations. The grant of Optionsan Option under the U.K. Plan does not give rise to any income tax liability for Participantsan Eligible Participant resident and ordinarily resident in the U.K. Provided that such a Participant has held the relevant Option for more than three years (or less than three years and his or her employment with the Company or a Participating Company has ceased as a result of death, disability, injury, retirement, the attainment of age 60 or redundancy), the exercise of those Options should not give rise to any income tax liability.. If the Eligible Participant exercises the Optionsan Option in other circumstances, however, a charge to income tax of the Eligible Participant may arise on the exercise of the Options.Option. The income arising on exercise of such OptionsOption will form part of the Eligible Participant’s income for the tax year in which the exercise occurred, and income tax will be chargeable on the amount by which the fair market value of the common shares acquired upon exercise of the Option on the date of exercise exceeds the price paid for those shares. The income tax due will be payable by the Eligible Participant, after the Eligible Participant submits his or her annual tax return, through the U.K. “self assessment” regime.
At the time of sale of the underlying shares of Class A Common Stock received upon exercise of an Option, capital gains tax will arise on any gain realized by the Eligible Participant and will be calculated by reference to the difference between the sale proceeds and the base cost of the common shares.shares acquired upon exercise of the Option. The base cost of the common shares for this purpose is the price paid for such shares (plus any amount chargeable to income tax on exercise of the Option). A U.K. Eligible Participant is entitled to an annual capital gains tax exemption and the net chargeable gain is currently chargeable to tax at a flat rate of 18 percent.or 28 percent, depending on the total amount of taxable income of the Eligible Participant. Any bonus or interest received under a Savings Contract will not give rise to any income tax or National Insurance Contributions liability to the Eligible Participant.
The Board of Directors unanimously recommends a vote FOR the approval of the addition of 1,000,000 authorized shares of Class A Common Stock to the Crawford & Company U.K. Sharesave Scheme, as amended.
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PROPOSAL 4 — RATIFICATION OF INDEPENDENT AUDITORSAUDITOR
Ernst & Young LLP has been selectedappointed by the Audit Committee of the Board of Directors to serve as the independent auditorsauditor for the Company for the fiscal year 2010.2013. Ernst & Young alsohas served as the independent auditorsauditor of the Company forsince the Company’s 2008 and 20092002 fiscal years.year. Although the selection and appointment of an independent auditor is not required to be submitted to a vote of shareholders, the Board of Directors has decided, as in the past, to ask the Company’s shareholders to ratify this appointment.appointment as a matter of good corporate governance. Despite the selectionappointment of Ernst & Young LLP as the Company’s independent auditorsauditor and the ratification by the shareholders of that selection, the Audit Committee has the power at any time to selectappoint another auditor for 2010,2013, without further shareholder action. A representative of Ernst & Young LLP is expected to be present at the Annual Meeting and, if present, will be given an opportunity to make a statement, if he or she desires, and to respond to appropriate questions. In addition, a report of the Audit Committee in connection with the independence of the auditors,auditor, as well as other matters, follows the Board’s recommendation on this matter below.
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In addition to performing the audit of the Company’s consolidated financial statements, Ernst & Young LLP provides some other permitted services to the Company and its foreign and domestic subsidiaries. Ernst & Young LLP has advised the Company that it has billed or will bill the Company the below indicated amounts for the following categories of services for the years ended December 31, 20092012 and 2008:
| 2009 | 2008 | |||||||
| Audit fees(1) | $ | 2,382,560 | $ | 2,501,938 | ||||
| Audit related fees(2) | 330,324 | 231,144 | ||||||
| Tax fees(3) | 522,898 | 322,129 | ||||||
| All other fees | — | — | ||||||
| Total | $ | 3,235,782 | $ | 3,055,211 | ||||
2012 | 2011 | |||||||
Audit fees(1) | $ | 3,593,131 | $ | 2,724,045 | ||||
Audit related fees(2) | 423,028 | 367,805 | ||||||
Tax fees(3) | 443,780 | 403,676 | ||||||
All other fees | — | — | ||||||
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Total | $ | 4,459,939 | $ | 3,495,526 | ||||
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| (1) | Audit fees | |
| (2) | Audit related fees include: | |
| (3) | Tax fees consist principally of professional services rendered |
The Audit Committee reviews and pre-approves, in addition to all audit services, all non-audit services to be provided by the independent auditor. On an ongoing basis, management communicates specific projects and categories of services to the Audit Committee on which advance approval is requested. The Audit Committee reviews these requests and votes by resolution its approval or rejection of such non-audit services after due deliberation.
The Board of Directors unanimously recommends a vote FOR the ratification of Ernst & Young LLP as the Company’s independent auditorsauditor for 2010.
AUDIT COMMITTEE REPORT
In fulfilling its responsibilities to review the Company’s financial reporting process, the Audit Committee has reviewed and discussed with the Company’s management and the independent auditorsauditor the audited financial statements to be contained in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2009.2012. Management is responsible for the financial statements and the reporting process, including the system of internal controls. Independent auditors areThe independent auditor is responsible for expressing an opinion on the conformity of those audited financial statements with accounting principles generally accepted in the United States.
The Audit Committee discussed with the independent auditorsauditor the matters required to be discussed by Statement on Auditing Standards No. 61, Communications with Audit Committee, as amended. In addition, the
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Audit Committee has discussed with the independent auditorsauditor the auditors’auditor’s independence from the Company and its management, including the matters in the written disclosure required by PCAOB Ethics and Independence Standards Board Standard No. 1, Independence DiscussionsRule 3526, Communication with Audit Committees.Committees Concerning Independence. In determining the independence of the auditors,auditor, the Audit Committee has considered, among other matters, whether the provision of services, other than those related to the audit of the Company’s annual financial statements, is compatible with maintaining the auditors’auditor’s independence.
The Audit Committee discussed with the Company’s internal auditors and independent auditorsauditor the overall scope and plans for their respective audits. The Audit Committee meets with the internal auditors and independent auditors,auditor, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit
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In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited financial statements be included in the Company’s Annual Report onForm 10-K for the year ended December 31, 2009 for filing2012 filed with the Securities and Exchange Commission. The Audit Committee has selected Ernst & Young LLP as the Company’s independent auditors for 2010, with this selection to be ratified by the shareholders.
JAMES D. EDWARDS, CHAIRMAN
JOIA M. JOHNSON
CHARLES H. OGBURN
E. JENNER WOOD, III
SHAREHOLDER PROPOSALS
Any shareholder proposal to be presented at the 20112014 Annual Meeting of Shareholders must be received by the Company no later than November 22, 201029, 2013 for inclusion in the proxy statement for that meeting in accordance withRule 14a-8 under the Exchange Act. Pursuant toRule 14a-4 under the Exchange Act, and the By-laws of the Company, the Board of Directors may exercise discretionary voting authority at the 20112014 Annual Meeting under proxies it solicits to vote on a proposal made by a shareholder that the shareholder does not seek to have included in the Company’s proxy statement pursuant toRule 14a-8, unless the Company is notified about the proposal prior to November 22, 201029, 2013 and the shareholder satisfies the other requirements ofRule 14a-4(c).
OTHER MATTERS
The Board of Directors knows of no other matters other than those as described herein to be brought before the Annual Meeting. If any other matters come before the Annual Meeting, however, the persons named in the Proxy will vote such Proxy in accordance with their judgment on such matters.
March 23, 2010
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CRAWFORD & COMPANYEMPLOYEE STOCK PURCHASE PLAN,AS AMENDED
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U.K. SHARESAVE SCHEME,
AS AMENDED
HMRC Reference: SRS2374/IGB
| 1. | |
DEFINITIONS AND INTERPRETATION |
| 1.1 | In this Scheme, unless the context otherwise requires: |
“3-Year Option” Option”,“5-Year Option” Option” and“7-Year Option” Option” have the meanings given insub-rule 3.2 below; below;
“Associated Company”Company” means an associated company within the meaning given to that expression by paragraph 47 of Schedule 3;
“Board”Board” means the board of directors of the Company or a committee appointed by them;
“Bonus Date”Date”, in relation to an option, means:
| (A) | in the case of a 3-Year Option, the earliest date on which the bonus is payable, |
| (B) | in the case of a 5-Year Option, the earliest date on which a bonus is payable, and |
| (C) | in the case of a 7-Year Option, the earliest date on which the maximum bonus is payable; |
3-Year Option, the earliest date on which the bonus is payable,
“Company”Company” means Crawford & Company, a corporation incorporated under the laws of the state of Georgia in the USA;
“Control”Control” means control within the meaning of section 995 of the Income Tax Act 2007;
“Exercise Date”Date” shall be the date on which a validly completed notice of exercise is received by the Company;
“Grant Day”Day” shall be construed in accordance withsub-rule 2.1 below; below;
“Invitation Date”Date” shall be the date on which an invitation is given pursuant tosub-rule 3.6 below; below;
“ITEPA 2003”2003” means the Income Tax (Earnings and Pensions) Act 2003;
“ITTOIA 2005”2005” means the IT (Trading and Other Income) Act 2005;
“Key Feature”Feature” means a provision of the Scheme which is necessary in order to meet the requirements of Schedule 3;
“Participant”Participant” means a person who holds an option granted under this Scheme;
“Participating Company”Company” means the Company or any Subsidiary to which the Board has resolved that this Scheme shall for the time being extend;
“Revenue”Revenue” means Her Majesty’s Revenue and Customs;
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“Savings Body”Body” means any bank, building society, or European authorised institution (within the meaning of section 704 ITTOIA 2005 and authorised in accordance with section 707 ITTOIA 2005) with which a Savings Contract can be made;
“Savings Contract”Contract” means an agreement to pay monthly contributions under the terms of a certified contractual savings scheme, within the meaning of section 703(1) ITTOIA 2005, which has been approved by the Revenue for the purposes of Schedule 3;
“Schedule 3”3” means Schedule 3 to ITEPA 2003;
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“Subsidiary”Subsidiary” means a body corporate which is a subsidiary of the Company (within the meaning of section 1159 of the Companies Act 2006) and of which the Company has Control;
“Taxes Act 1988”1988” means the Income and Corporation Taxes Act 1988;
and expressions not otherwise defined in this Scheme have the same meanings as they have in Schedule 3.
| 1.2 | Any reference in this Scheme to any enactment includes a reference to that enactment as from time to time modified, extended or re-enacted. |
| 1.3 | Expressions in italics are for guidance only and do not form part of this Scheme. |
| 2. | ELIGIBILITY |
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| 2.1 | Subject to sub-rule 2.5 below, an individual is eligible to be granted an option on any day (the “Grant Day”) if (and only if): |
| (A) | he is on the Grant Day an employee or director of a company which is a Participating Company; and |
| (B) | he either satisfies the conditions specified in sub-rule 2.2 below or is nominated by the Board for this purpose. |
| 2.2 | The conditions referred to in sub-rule 2.1(B) above are that: |
| (A) | the individual shall at all times during the qualifying period have been an employee (but not a director) or a full-time director of the Company or a company which was for the time being a Subsidiary; and |
| (B) | at the relevant time, the individual’s earnings from his employment or office meet (or would meet if there were any) the requirements set out in paragraphs 6(2)(c) and 6(2)(ca) of Schedule 3. |
| 2.3 | For the purposes of sub-rule 2.2 above: |
| (A) | the relevant time is the date on which any invitation is given under Rule 3.6 below or such other time during the period of 5 years ending with the Grant Day as the Board may determine (provided that no such determination may be made if it would have the effect that the qualifying period would not fall within that 5- year period); |
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| (B) | the qualifying period is such period ending at the relevant time but falling within the 5-year period mentioned in paragraph 2.3(A) above as the Board may determine; |
| (C) | an individual shall be treated as a full-time director of a company if he is obliged to devote to the performance of the duties of his office or employment with the company not less than 25 hours a week; |
| (D) | Chapter I of Part XIV of the Employment Rights Act 1996 shall have effect, with any necessary changes, for ascertaining the length of the period during which an individual shall have been an employee or a full-time director and whether he shall have been an employee or a full-time director at all times during that period. |
| 2.4 | Any determination of the Board under paragraph 2.3(A) or 2.3(B) above shall have effect in relation to every individual for the purpose of ascertaining whether he is eligible to be granted an option on the Grant Day. |
| 2.5 | An individual is not eligible to be granted an option at any time if he is at that time ineligible to participate in this Scheme by virtue of paragraph 11 of Schedule 3 (material interest in close company). |
| 3. | GRANT OF OPTIONS |
| 3.1 | Subject to Rule 4 below, the Board may grant an option to acquire shares in the Company which satisfy the requirements of paragraphs 18 to 22 of Schedule 3 (fully paid up, unrestricted, ordinary share capital), upon the terms set out in this Scheme, to any individual who: |
| (A) | is eligible to be granted an option in accordance with Rule 2 above, and |
| (B) | has applied for an option and proposed to make a Savings Contract in connection with it (with a Savings Body approved by the Board) in the form and manner prescribed by the Board, |
and for this purpose an option to acquire includes an option to purchase and an option to subscribe.
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| 3.2 | The type of option to be granted to an individual, that is to say a 3-Year Option, a 5-Year Option or a 7-Year Option, shall be determined by the Board or, if the Board so permits, by the individual; and for this purpose: |
| (A) | a 3-Year Option is an option in connection with which a three year Savings Contract is to be made and in respect of which, subject to sub-rule 4.3 below, the repayment is to be taken as including the bonus; |
| (B) | a 5-Year Option is an option in connection with which a five year Savings Contract is to be made and in respect of which, subject to sub-rule 4.3 below, the repayment is to be taken as including a bonus other than the maximum bonus; and |
| (C) | a 7-Year Option is an option in connection with which a five year Savings Contract is to be made and in respect of which the repayment is to be taken as including the maximum bonus. |
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| 3.3 | The amount of the monthly contribution under the Savings Contract to be made in connection with an option granted to an individual shall, subject to sub-rule 4.5 below, be the amount which the individual shall have specified in his application for the option that he is willing to pay or, if lower, the maximum permitted amount, that is to say, the maximum amount which: |
| (A) | when aggregated with the amount of his monthly contributions (being not less than £5) under any other Savings Contract linked to this Scheme or to any other savings-related share option scheme approved under Schedule 3, does not exceed £250 or such other maximum amount as may for the time being be permitted by paragraph 25(3)(a) of Schedule 3; |
| (B) | does not exceed the maximum amount for the time being permitted under the terms of the Savings Contract; and |
| (C) | when aggregated with the amount of his monthly contributions under any other Savings Contract linked to this Scheme, does not exceed any maximum amount determined by the Board. |
| 3.4 | The number of shares in respect of which an option may be granted to any individual shall be the maximum number which can be paid for, at the price determined under sub-rule 3.5 below, with monies equal to the amount of the repayment due on the Bonus Date under the Savings Contract to be made in connection with the option and for these purposes, the exchange rate to be used shall be the closing mid-point sterling/US dollar exchange rate published in the Financial Times (or such other newspaper as the Board may select from time to time) on the Exercise Date (or if not published on that day, the last preceding day of publication). |
| 3.5 | The price at which shares may be acquired by the exercise of options of a particular type granted on any day shall be a price denominated in US dollars which is determined by the Board and stated on that day, provided that: |
| (A) | if shares of the same class as those shares are quoted on the New York Stock Exchange, the price shall not be less than 80% of: |
| (1) | the average of the closing prices of shares of that class on the five dealing days last preceding the Invitation Date, or |
| (2) | if the first of those dealing days does not fall within the period of 30 days ending with the day on which the options are granted or falls prior to the date on which the Company last announced its results for any period, the closing price of shares of that class on the dealing day last preceding the day on which the options are granted or such other dealing day as may be agreed with the Revenue; |
| (B) | if paragraph (A) above does not apply, the price shall not be less than the Specified Percentage of the market value (within the meaning of Part VIII of the Taxation of Chargeable Gains Act 1992) of shares of that class, as agreed in advance for the purposes of this Scheme with the Revenue Shares and Assets Valuation, on: |
| (1) | the Invitation Date, or |
| (2) | if that date does not fall within the period of 30 days ending with the day on which the options are granted, on the day on which the options are granted or such other day as may be agreed with the Revenue; and |
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| (C) | in the case of an option to acquire shares only by subscription, the price shall not be less than the nominal value of those shares; |
| 3.6 | The Board shall ensure that, in relation to the grant of options on any day: |
| (A) | every individual who is eligible to be granted an option on that day has been given an invitation; |
| (B) | the invitation specifies a period of not less than 14 days in which an application for an option may be made; and |
| (C) | every eligible individual who has applied for an option as mentioned in sub-rule 3.1 above is in fact granted an option on that day. |
| 3.7 | An invitation to apply for an option may only be given within the period of 10 years ending on 5 November 2019. |
| 3.8 | An option granted to any person: |
| (A) | shall not, except as provided in sub-rule 5.2 below, be capable of being transferred by him; and |
| (B) | shall lapse forthwith if he is adjudged bankrupt. |
| 4. | EXERCISE OF OPTIONS |
| 4.1 | The exercise of any option shall be effected in the form and manner prescribed by the Board, provided that the monies paid for shares on such exercise shall not exceed the amount of the repayment made and any interest paid under the Savings Contract made in connection with the option. |
| 4.2 | Subject to sub-rules 4.3, 4.4 and 4.6 below and to Rule 6 below, an option shall not be capable of being exercised before the Bonus Date. |
| 4.3 | Subject to sub-rule 4.8 below: |
| (A) | if any Participant dies before the Bonus Date, any option granted to him may (and must, if at all) be exercised by his personal representatives within 12 months after the date of his death, and |
| (B) | if he dies on or within 6 months after the Bonus Date, any option granted to him may (and must, if at all) be exercised by his personal representatives within 12 months after the Bonus Date, |
provided in either case that his death occurs at a time when he either holds the office or employment by virtue of which he is eligible to participate in this Scheme or is entitled to exercise the option by virtue ofsub-rule 4.4 below.
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| 4.4 | Subject to sub-rule 4.8 below, if any Participant ceases to hold the office or employment by virtue of which he is eligible to participate in this Scheme (otherwise than by reason of his death), the following provisions apply in relation to any option granted to him: |
| (A) | if he so ceases by reason of injury, disability, redundancy within the meaning of the Employment Rights Act 1996, or retirement on reaching the Specified Age or any other age at |
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which he is bound to retire in accordance with the terms of his contract of employment, the option may (and subject to sub-rule 4.3 above must, if at all) be exercised within 6 months of his so ceasing; |
| (B) | if he so ceases by reason only that the office or employment is in a company of which the Company ceases to have Control, or relates to a business or part of a business which is transferred to a person who is not an Associated Company of the Company, the option may (and subject to sub-rule 4.3 above must, if at all) be exercised within 6 months of his so ceasing; |
| (C) | if he so ceases for any other reason within 3 years of the grant of the option, the option may not be exercised at all; |
| (D) | if he so ceases for any other reason (except for dismissal for misconduct) more than 3 years after the grant of the option, the option may (and subject to sub-rule 4.3 above must, if at all) be exercised within 6 months of his so ceasing. |
| 4.5 | Subject to sub-rule 4.8 below, if, at the Bonus Date, a Participant holds an office or employment with a company which is not a Participating Company but which is an Associated Company of the Company, any option granted to him may (and subject to sub-rule 4.3 above must, if at all) be exercised within 6 months of the Bonus Date. |
| 4.6 | Subject to sub-rule 4.8 below, where any Participant continues to hold the office or employment by virtue of which he is eligible to participate in this Scheme after the date on which he reaches the Specified Age, he may exercise any option within 6 months of that date. |
| 4.7 | Subject to sub-rule 4.3 above, an option shall not be capable of being exercised later than 6 months after the Bonus Date. |
| 4.8 | Where, before an option has become capable of being exercised, the Participant gives notice that he intends to stop paying monthly contributions under the Savings Contract made in connection with the option, or is deemed under its terms to have given such notice, or makes an application for repayment of the monthly contributions paid under it, the option may not be exercised at all. |
| 4.9 | A Participant shall not be treated for the purposes of sub-rules 4.3 and 4.4 above as ceasing to hold the office or employment by virtue of which he is eligible to participate in this Scheme until he ceases to hold an office or employment in the Company or any Associated Company of the Company, and a female Participant who ceases to hold the office or employment by virtue of which she is eligible to participate in this Scheme by reason of pregnancy or confinement and who exercises her right to return to work under the Employment Rights Act 1996 before exercising her option shall be treated for the purposes of sub-rule 4.4 above as not having ceased to hold that office or employment. |
| 4.10 | A Participant shall not be eligible to exercise an option at any time: |
| (A) | unless, subject to sub-rules 4.4 and 4.5 above, he is at that time a director or employee of a Participating Company; |
| (B) | if he is not at that time eligible to participate in this Scheme by virtue of paragraph 8 of Schedule 3 (material interest in close company). |
| 4.11 | An option shall not be capable of being exercised more than once. |
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| 4.12 | Within 30 days after an option has been exercised by any person, the Board shall allot to him (or a nominee for him) or, as appropriate, procure the transfer to him (or a nominee for him) of the number of shares in respect of which the option has been exercised, provided that: |
| (A) | the Board considers that the issue or transfer thereof would be lawful in all relevant jurisdictions; and |
| (B) | in a case where a Participating Company is obliged to (or would suffer a disadvantage if it were not to) account for any tax (in any jurisdiction) for which the person in question is liable by virtue of the exercise of the option and/or for any social security contributions recoverable from the person in question (together, the “Tax Liability”), that person has either: |
| (1) | made a payment to the Participating Company of an amount equal to the Tax Liability; or |
| (2) | entered into arrangements acceptable to that or another Participating Company to secure that such a payment is made (whether by authorising the sale of some or all of the shares on his behalf and the payment to the Participating Company of the relevant amount out of the proceeds of sale or otherwise). |
| 4.13 | All shares allotted under this Scheme shall rank equally in all respects with shares of the same class then in issue except for any rights attaching to such shares by reference to a record date before the date of the allotment. |
| 4.14 | If shares of the same class as those allotted under this Scheme are listed on any stock exchange, the Company shall apply to that stock exchange for any shares so allotted to be admitted thereto. |
| 5. | TAKEOVER, RECONSTRUCTION AND WINDING UP |
| 5.1 | If any person obtains Control of the Company as a result of making a general offer to acquire: |
| (A) | the whole of the issued ordinary share capital of the Company, which is made on a condition such that, if it is met, the person making the offer will have Control of the Company; or |
| (B) | all the shares in the Company which are of the same class as the shares in question obtained under the Scheme; and |
the Board shall within 7 days of becoming aware thereof notify every Participant thereof and, subject tosub-rules 4.3, 4.4, 4.7 and 4.8 above, any option may be exercised within one month (or such longer period as the Board may permit) of the notification, but not later than 6 months after that person has obtained Control and any condition subject to which the offer is made has been satisfied.
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| 5.2 | If a compromise or arrangement is sanctioned by the court under section 899 of the Companies Act 2006 for the purposes of or in connection with a scheme for the reconstruction of the Company or its amalgamation with any other company or companies, or if the Company passes a resolution for voluntary winding up, the Board shall forthwith notify every Participant thereof and, subject to sub-rules 4.3, 4.4, 4.7 and 4.8 above, any option may be exercised within one month of the notification, but to the extent that it is not exercised within that period shall (notwithstanding any other provision of this Scheme) lapse on the expiration of that period. |
| 5.3 | If as a result of the events specified in sub-rules 5.1 and 5.2 a company (the “acquiring company”) obtains Control of the Company, any Participant may at any time within 6 months beginning with the time, in the case of the events specified in sub-rule 5.1, the acquiring company obtains Control and any |
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condition subject to which the offer is made is met and, in the case of the events in sub-rule 5.2 the acquiring company obtains Control (or such other period as specified in paragraph 38(3) of Schedule 3) by agreement with the acquiring company, release any option which has not lapsed (the “old option”) in consideration of the grant to him of an option (the “new option”) which (for the purposes of that paragraph) is equivalent to the old option but relates to shares in a different company (whether the acquiring company itself or some other company falling within paragraph 18(b) or (c) of Schedule 3). |
| 5.4 | The new option shall not be regarded for the purposes of sub-rule 5.3 above as equivalent to the old option unless the conditions set out in paragraph 39(4) of Schedule 3 are satisfied, but so that the provisions of this Scheme shall for this purpose be construed as if: |
| (A) | the new option were an option granted under this Scheme at the same time as the old option; |
| (B) | except for the purposes of the definitions of “Participating Company” and “Subsidiary” in sub-rule 1.1, and sub-rules 4.4(B), 4.5 and 4.9 above, the expression the “Company” were defined as “a company whose shares may be acquired by the exercise of options granted under this Scheme”; |
| (C) | the Savings Contract made in connection with the old option had been made in connection with the new option; and |
| (D) | the Bonus Date in relation to the new option were the same as that in relation to the old option. |
| 6. | VARIATION OF CAPITAL |
| 6.1 | Subject to sub-rule 6.3 below, in the event of any variation of the share capital of the Company, the Board may make such adjustments as it considers appropriate under sub-rule 6.2 below. |
| 6.2 | An adjustment made under this sub-rule shall be to one or more of the following: |
| (A) | the price at which shares may be acquired by the exercise of any option; |
| (B) | where any option has been exercised but no shares have been allotted or transferred pursuant to the exercise, the price at which they may be acquired. |
| 6.3 | At a time when this Scheme is approved by the Revenue under Schedule 3, no adjustment under sub-rule 6.2 above shall be made without the prior approval of the Revenue. |
| 6.4 | An adjustment under sub-rule 6.2 above may have the effect of reducing the price at which shares may be acquired by the exercise of an option to less than their nominal value, but only if and to the extent that the Board shall be authorised to capitalise from the reserves of the Company a sum equal to the amount by which the nominal value of the shares in respect of which the option is exercised exceeds the price at which the shares may be subscribed for and to apply that sum in paying up that amount on the shares; and so that on the exercise of any option in respect of which such a reduction shall have been made the Board shall capitalise that sum (if any) and apply it in paying up that amount. |
| 7. | ALTERATIONS |
The Board may at any time alter this Scheme, provided that:
| (A) | no amendment may materially affect a Participant as regards an option granted prior to the amendment being made; and |
| (B) | no amendment to a Key Feature shall have effect until approved by the Revenue. |
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| 8. | MISCELLANEOUS |
| 8.1 | The rights and obligations of any individual under the terms of his office or employment with the Company or a Subsidiary shall not be affected by his participation in this Scheme or any right which he may have to participate in it, and an individual who participates in it shall waive all and any rights to compensation or damages in consequence of the termination of his office or employment for any reason whatsoever insofar as those rights arise or may arise from his ceasing to have rights under or be entitled to exercise any option as a result of such termination. |
| 8.2 | In the event of any dispute or disagreement as to the interpretation of this Scheme, or as to any question or right arising from or related to this Scheme, the decision of the Board shall be final and binding upon all persons. |
| 8.3 | The Company and any Subsidiary may provide money to the trustees of any trust or any other person to enable them or him to acquire shares to be held for the purposes of the Scheme, or enter into any guarantee or indemnity for those purposes, to the extent permitted by any applicable laws. |
| 8.4 | Any notice or other communication under or in connection with this Scheme may be given by personal delivery or by sending it by post, in the case of a company to its registered office, and in the case of an individual to his last known address, or, where he is a director or employee of the Company or a Subsidiary, either to his last known address or to the address of the place of business at which he performs the whole or substantially the whole of the duties of his office or employment. |
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| Shareowner Services | |
| P.O. Box 64945 | |
| St. Paul, MN 55164-0945 |
| COMPANY # | ||||||||
Vote by Internet, Telephone or Mail 24 Hours a Day, 7 Days a Week | ||||
Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. | ||||
 | INTERNET | |||
| Use the Internet to vote your proxy until 11:59 p.m. (CT) on May | ||||
 | PHONE | |||
| Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on May | ||||
 | MAIL | |||
If you vote your proxy by Internet or by Telephone, you do NOT need to mail back your Proxy Card. | ||||
TO VOTE BY MAIL AS THE BOARD OF DIRECTORS RECOMMENDS ON ALL ITEMS BELOW,
SIMPLY SIGN, DATE, AND RETURN THIS PROXY CARD.
The Board of Directors Recommends a Vote FOR Each of the Director Nominees in Item 1 and
FOR Items 2, 3 and 4.
1. Proposal to elect the nine (9) nominees listed below as Directors (except as indicated to the contrary below).
01 H. V. Agadi 02 P. G. Benson 03 J. T. Bowman | 04 J. C. Crawford 05 J. D. Edwards 06 R. L. Honoré | 07 J. 08 C. H. Ogburn 09 E. J. Wood, III | ¨ Vote FOR all nominees (except as marked) | ¨ Vote WITHHELD from all nominees |
| (Instructions: To withhold authority to vote for any indicated nominee, write the number(s) of the nominee(s) in the box provided to the right.) | ||||||||
2.Proposal to approve, on an | ¨ For | ¨ Against | ¨ Abstain | |||||
3. Proposal to approve Crawford & Company | ¨For | ¨Against | ¨Abstain | |||||
4.Proposal to ratify the appointment of Ernst & Young LLP as independent | ¨For | ¨Against | ¨Abstain | |||||
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTEDFOREACH OF THE DIRECTOR NOMINEES IN ITEM 1 AND FOR PROPOSALS 2, 3 AND 4.
| Address Change? Mark box, sign, and indicate changes below: | Date | |||||
Signature(s) in Box | ||||||
Please sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy. | ||||||
CRAWFORD & COMPANY
ANNUAL MEETING OF STOCKHOLDERS
May 8, 2013
2:00 p.m.
Crawford & Company
Worldwide Headquarters
1001 Summit Boulevard
Atlanta, Georgia 30319
| Crawford & Company | ||
| 1001 Summit Boulevard | ||
| Atlanta, Georgia 30319 | proxy |
This proxy is solicited by the Board of Directors for use at the Annual Meeting on May 8, 2013.
The shares of Class B common stock you hold in your account will be voted as you specify on the reverse side.
If no choice is specified, the proxy will be voted “FOR” each of the Director nominees listed in Item 1 and “FOR” Items 2, 3 and 4.
By signing the proxy, you revoke all prior proxies and appoint J. T. Bowman, W. B. Swain, and A. W. Nelson, and each of them with full power of substitution, to vote your shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.
See reverse for voting instructions.
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