UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Crawford & Company

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

April 2, 20147, 2017

Dear Shareholders:

You are cordially invited to attend the Company’s 20142017 Annual Meeting of Shareholders, which will be held on Thursday,Wednesday, May 8, 2014,10, 2017, beginning at 2:00 p.m. Eastern Time at the Company’s headquarters, 1001 Summit Boulevard, Atlanta, Georgia 30319.

The Notice of Annual Meeting of Shareholders, Proxy Statement and form of Proxy are included with this letter and contain information about the annual meeting and the various matters on which you are being asked to vote. Only shareholders of record of Class B Common Stock of the Company as of the close of business on March 10, 201415, 2017 are entitled to vote at the annual meeting, including any adjournment or postponement thereof. Shares of Class A Common Stock of the Company are not entitled to vote at the annual meeting.

As is our custom, a brief report will be made immediately after the annual meeting on the Company’s 20132016 activities and the outlook for the remainder of 2014.2017. 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.

CRAWFORD & COMPANY

P.O. Box 5047

Atlanta, Georgia 30302

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 8, 201410, 2017

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, Atlanta, Georgia, 30319, on Thursday,Wednesday, May 8, 2014,10, 2017, at 2:00 p.m. Eastern Time, for the following purposes:

1. To elect nine (9) directors to serve until the next annual meeting of shareholders and until their successors are elected and qualified;

2. To approve, on an advisory basis, the compensation paid to certain of the Company’s executive officers in 2016;

3. To vote, on an amendment toadvisory basis, on the Crawford & Company Executive Stock Bonus Plan to increase the numberfrequency of shares of Class A Common Stock available under the Plan by 4,000,000;future advisory votes on executive compensation;

3.4. To vote, on an advisory basis, on a shareholder proposal;

5. To ratify the appointment of Ernst & Young LLP as independent auditor for the Company for the 20142017 fiscal year; and

4.6. To transact any and all other such business as may properly come before the annual meeting, including any adjournment or postponement thereof.

Information relating to the above matters is set forth in the accompanying Proxy Statement dated April 2, 2014.7, 2017. Only shareholders of record of Class B Common Stock of the Company as of the close of business on March 10, 201415, 2017 are entitled to vote at the annual meeting, including any adjournment or postponement thereof. Shares of Class A Common Stock of the Company are not entitled to vote at the annual meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 2014:10, 2017:

The proxy statement and our 20132016 annual report are available at https://materials.proxyvote.com/224633. If you need directions to the annual meeting, please call (404) 300-1000.300-1000 or refer to the Company’s website, www.crawfordandcompany.com.

Atlanta, Georgia

April 2, 20147, 2017

It is important that your shares of Class B Common Stock be represented at the annual meeting whether or not you are ableplan to attend. Accordingly, please complete and sign the enclosed Proxy and return it in the accompanying postage-paid envelope, or vote your Proxy electronically by telephone or through the Internet as soon as possible. Signing and returning the Proxy, or submitting it electronically, will not affect your right to attend and vote in person at the annual meeting. If your shares are held in the name of a nominee or intermediary, please follow the instructions on the voting instruction card furnished by such record holder.

This Proxy isProxies are being solicited with respect to shares of Class B Common Stock of the Company by the Board of Directors of the Company. Shares of Class A Common Stock of the Company are not entitled to vote at the annual meeting and, consequently, Proxies are not being solicited with respect to shares of Class A Common Stock of the Company.

CRAWFORDCRAWFORD & COMPANYCOMPANY

P.O. Box 5047

Atlanta, Georgia 30302

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

To be Held on May 8, 201410, 2017

The 20142017 Annual Meeting of Shareholders of Crawford & Company, andincluding any adjournment or postponement thereof (the “Annual Meeting”), will be held at the headquarters of the Company, located at 1001 Summit Boulevard, Atlanta, Georgia 30319 on Wednesday, May 8, 201410, 2017 at 2:00 p.m., Eastern Time. This Proxy Statement and the accompanying form of Proxy are first being mailed or delivered electronically to shareholders and made available on the Internet at https://materials.proxyvote.com/224633, on or about April 4, 2014.7, 2017. Our Annual Report to Shareholders for the fiscal year ended December 31, 20132016 is also being delivered with this Proxy Statement and is also being made available on the Internet at the web address above.

Why am I being furnished this Proxy Statement and Proxy?

You are being furnished this Proxy Statement and the accompanying Proxy Card (or, if your shares are held in the name of a nominee or intermediary, a voting instruction card furnished by such record holder), or “Proxy,” because you own shares of the Company’s Class B Common Stock. A Proxy is a legal designation of another person to vote the stock that you own. That other person is called a “proxy.” If you designate someone as your proxy in a written document, that document is also called a proxy, a proxy card or a form of proxy.

All holders of the Company’s Class B Common Stock as of the close of business on March 15, 2017, which we refer to as the Record“Record Date, described below,” are being furnished a copy of the Notice of Annual Meeting and this Proxy Statement. Only holders of the Company’s Class B Common Stock are entitled to vote on the matters subject to a vote at the Annual Meeting. The Proxy Statement describes the matters which will be voted on at the Annual Meeting. It also gives you information so that you can make an informed voting decision on those matters.

What is the purpose of a Proxy?

If you sign and return the Proxy, you are appointing J.T. Bowman,H.V. Agadi, W.B. Swain and A.W. NelsonR.E. Powers as your representatives at the Annual Meeting. Messrs. Bowman,Agadi, Swain and NelsonPowers will vote your shares of Class B Common Stock at the Annual Meeting as you instruct them on the Proxy. Signing and returning your Proxy will ensure your shares are voted at your direction whether or not you attend the Annual Meeting. Even if you plan to attend the Annual Meeting, we request that you complete, sign and return your Proxy, vote by telephone or vote over the Internet in advance of the Annual Meeting so that we can ensure we have enough votes to conduct business at the Annual Meeting.

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 ofon the close of business on March 10, 2014, which we refer to as the “RecordRecord Date” are entitled to notice of, and to vote at, the Annual Meeting. If you are the owner of shares of Class B Common Stock held in “street name” through a broker, bank or other nominee, please refer to the information under “Are voting procedures different if I hold my shares in the name of a broker, bank or other nominee?” below. Holders of Class A Common Stock are not entitled to any notice of, or vote at, the Annual Meeting.

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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 24,690,172 shares of Class B Common Stock and each share is entitled to one vote for each of the director nominees to be elected at the Annual Meeting, and one vote on each other matter to be acted upon at the Annual Meeting.

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Other than with respect to voting rights, what are the differences between Class A Common Stock and Class B Common Stock?

The Company’s two classes of stock are substantially identical, except with respect to voting rights and the Company’s ability to pay greater cash dividends on the non-voting Class A Common Stock than on the voting Class B Common Stock, subject to certain limitations. In addition, with respect to mergers or similar transactions, holders of Class A Common Stock must receive the same type and amount of consideration as holders of Class B Common Stock, unless different consideration is approved by the holders of 75% of the Class A Common Stock, voting as a class.

How many votes do you need to hold the Annual Meeting?

In order for us to conduct business at the Annual Meeting, we must have a quorum, which means that a majority of the issued and outstanding shares of Class B Common Stock as of the Record Date must be present. Shares of Class B Common Stock will be counted as present for purposes of determining the presence of a quorum if those shares are:

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 has not received voting instructions from the beneficial owner and does not have or declines to exercise discretionary voting power with respect to that particular proposal and has not received voting instructions from the beneficial owner. Please note thatproposal. As described below, registered holders whichthat have not received voting instructions from the beneficial owner may, although they are not required to, vote such shares with respect to the ratification of the appointment of the Company’s independent auditor. Registered holders are not entitled to exercise discretionary voting authority with respect to any other matters to be voted upon at the Annual Meeting.

On what items am I being asked to vote?

You are being asked to vote on three items:five matters:

How may I vote on each of the matters to be considered at the Annual Meeting?

With respect to the election of directors, you may:

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Each share of Class B Common Stock is entitled to cast an affirmative vote for up to nine (9) director nominees. Cumulative voting is not permitted. The nine (9) nominees for director who receive the highest number of votes cast, in person or by Proxy, at the Annual Meeting will be elected as directors. Votes withheld and broker non-votes will have no effect on the outcome of the election of directors.

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With respect to the other proposals to be voted atadvisory vote on the Annual Meeting,compensation of certain executive officers, the advisory vote on a shareholder proposal and the ratification of our independent auditor, you may:

The affirmative vote of a majority of the votes castrepresented in person or by proxy is required to approvefor each of the amendment. Under New York Stock Exchange (“NYSE”) rules, abstentions will be treated as votes cast on this proposal, but broker non-votes will not. As a result, abstentions will be treated as a vote against theadvisory approval of the amendment, but broker non-votes will have no effect oncompensation of certain of our executive officers, the outcome of theadvisory vote on this matter.

The affirmative vote of a majority of the votes cast is also required forshareholder proposal and the ratification of the appointment of the Company’s independent auditor. Abstentions and broker non-votes are not considered to be votes cast and therefore will have no effect on the outcome of the vote on these matters.

With respect to the advisory vote on the frequency of the advisory vote on executive compensation, you may:

The advisory vote on the frequency of the advisory vote on executive compensation that receives a plurality (that is, the largest number) of votes cast will be considered the preference selected by shareholders. Abstentions and broker non-votes are not considered to be votes cast and therefore will have no effect on the outcome of this matter.advisory vote.

How do I vote?

In order for us to ensure we have sufficient votes to conduct business at the Annual Meeting, we request that youregistered owners 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.

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,

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or providing written notification of the revocation to the Corporate Secretary, Legal Department, Crawford & Company, P.O. Box 5047, Atlanta, Georgia 30302. Shareholders who are present at the Annual Meeting will have the opportunity to revoke their Proxy and vote in person if they so desire.

What if I return my Proxy but do not provide voting instructions?

If you properly execute and return your Proxy but do not indicate any voting instructions with respect to one or more matters to be voted upon at the Annual Meeting, your shares will be voted in accordance with the recommendation of the Board of Directors as to all such matters.

Specifically, your shares will be voted FOR the election of all director nominees, FOR the advisory approval of the amendment,compensation of certain of our executive officers, for TWO YEARS on the frequency of future advisory votes on executive compensation, AGAINST the shareholder proposal, and FOR the ratification of the appointment of Ernst & Young LLP as our independent auditor of the Company for the 20142017 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.

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Are voting procedures different if I hold my shares in the name of a broker, bank or other nominee?

If you are a shareholder whose shares are held in “street name” (i.e., in the name of a broker, bank or other record holder), you must either direct the record holder of your shares how to vote your shares or obtain a Proxy, executed in your favor, from the record holder to be able to vote at the Annual Meeting.

We encourage shareholders who hold shares of Class B Common Stock in street name to provide instructions to that record holder on how to vote those shares. Providing voting instructions ensures that your shares will be voted at the Annual Meeting. If shares are held through a brokerage account, the brokerage firm, under certain circumstances, may vote the shares without instructions.instructions from you. On certain “routine” matters, such as the ratification of the appointment of auditors, brokerage firms have authority under NYSE rules to vote their beneficial holders’ shares if the beneficial holders do not provide voting instructions. If a brokerage firm votes a beneficial holder’s shares on a routine matter without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the meeting and in determining the number of shares voted for or against the routine matter. At the Annual Meeting, only the proposal to ratify the appointment of Ernst & Young LLP as our independent auditor for the 20142017 fiscal year is considered a routine matter.

On “non-routine” matters, if a brokerage firm has not received voting instructions from a beneficial holder, the brokerage firm cannot vote the shares on that proposal, which is considered a “broker non-vote.” Broker non-votes are counted for purposes of establishing a quorum to conduct business at a meeting, but not for determining the number of shares voted for or against the non-routine matter. At the Annual Meeting, the proposals relating to the election of directors, and the advisory approval of the amendment,compensation of certain of our executive officers, the advisory vote on the frequency of future advisory votes on executive compensation and the advisory vote on a shareholder proposal are considered non-routine matters.

How can I obtain a copy of the 20132016 Annual Report?

Our Annual Report to the Shareholders (which includes our Annual Report on Form 10-K) (the “Annual Report”) for the fiscal year ended December 31, 20132016 is enclosed herewith. Our Annual Report on Form 10-K, filed with the Securities and Exchange Commission or “SEC,”(the “SEC”) and our Annual Report 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.

Who is paying 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 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 B Common Stock.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Nominees and Voting

Currently, the Board of Directors is fixed at nine members and, in accordance therewith, the Board has nominated the nine persons listed below to be elected as directors, to hold office until the Company’s next annual meeting and until their respective successors are elected and qualified. Other than Roger A. S. Day, eachEach nominee is a current director who was most recently elected by the shareholders at the Company’s previous annual meeting on May 8, 2013. Mr. Day was appointed by the Board on July 29, 2013.11, 2016. 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 may vote for substitute nominees selected by the Board of Directors or, as an alternative, the Board of Directors could reduce the size of the Board and/or the number of directors to be elected at the Annual Meeting. We have no reason to believe that any of the nominees will be unable or unwilling to serve as a director for his or her full term until the next annual meeting and until his or her successor is elected and qualified.

Currently, the Board of Directors is fixed at nine members and, in accordance therewith, the Board has nominated the nine persons listed below to be elected as directors, to hold office until the Company’s next annual meeting and until their respective successors are elected and qualified.

Nominee Information

The following gives certain information as to each person nominated by our Board of Directors for electionreelection as a director:director.

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Shareholder Vote

Holders of each share of Class B Common Stock may:

Election of directors is determined by a plurality of votes. The nine (9) nominees receiving the highest number of affirmative votes will be elected as directors. Cumulative voting is not permitted. Votes withheld and broker non-votes will have no effect on the outcome of the election of directors.

The Board of Directors unanimously recommends a vote FOR each of its nominees for director.

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EXECUTIVE OFFICERS

The following are the names, positions held, and ages of each of the executive officers of the Company:

Mr. BowmanAgadi’s prior experience is detailed above under “Proposal 1 – Election of Directors – Nominee Information” of our directors.

Mr. Robinson was appointed to his present position with the Company on January 2008. From January 2006 to December 2007 he wasas Executive Vice President, andGlobal 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.January 2017. From April 2001 to December 2005September 2006 until August 2016, he was employed by Hanover Insurance Group, an insurance company, most recently in the capacity of President, of Crawford & Company International, Inc. managing the Company’s international operations.Specialty Insurance. During his tenure with Hanover Insurance Group, Mr. Robinson also served as Executive Vice President, Corporate Development and Chief Risk Officer.

Mr. Swain was appointed to his present position with the Company onin October 2006 and from May 2006 actedserved as Senior Vice President and interim Chief Financial Officer of the Company. Prior to that and from January 2000 he was Senior Vice President and Controller of the Company.

Mr. Nelson was appointed to his present position with the Company on January 2008. From October 2006 through January 2008 he was Executive Vice President — General Counsel and Corporate Secretary of the Company. From October 2005 through October 2006 he was Senior Vice President — General Counsel and Corporate Secretary of the Company.

Mr. FrawleyThomas was appointed to his present position as Executive Vice President, CEO — AmericasU.S. Services in charge of the Company’s AmericasU.S. Services segment effective January 2008.November 2015. Prior to that and from February 2005 when he joined the Company,January 2015, he was responsible forSenior Vice President, CEO — U.S. Property & Casualty. Prior to that and from November 1999 he was Chief Executive Officer of the Company’s then-existing legal settlement administrationContractor Connection division.

Mr. IsaacCutshaw was appointed to his current position with The Garden City Group Inc.LLC (“GCG”), a wholly-owned subsidiary of the Company that comprises the Company’s Garden City Group segment, in May 2008.January 2016. Prior to that from September 2012 to September 2015, he was President International of QCE, LLC (Quiznos). Prior to that and from OctoberJanuary 2006 to June 2012, he was Chief Executive Officer of GCG. Prior to that and from February 2000 he wasVice President of GCG.Cajun Operating Company (Church’s Chicken).

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Ms. Lisenbey was appointed to her present position as Executive Vice President, President & CEO, Broadspire Services, Inc. (“Broadspire”), a wholly-owned subsidiary of the Company which comprises the Company’s Broadspire segment, effective March 2012. Prior to that and from November 2007, she was Senior Vice President, Chief Operations Officer for Medical Management Services of Broadspire Services, Inc.Broadspire.

Mr. Muress was appointed to his present position as Executive Vice President, CEO — International, in charge of the Company’s International segment effective November 2015. Prior to that he served as Executive Vice President, Chief Executive Officer, Europe, Middle East, Africa & Asia-Pacific, in charge of the Company’s EMEA/AP segment effectiveAsia Pacific since January 2008. Prior to

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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 2008. Prior to that and from November 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. ColeFraser was appointed to his present position as Executive Vice President Global– Strategy and Business Performance effective July 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 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 2007.June 2015. Prior to joining the Company and since May 20012012 he was Executive Vice President-Risk Management of Wells Fargo Insurance, a banking and insurance brokerage company. Prior to that and from August 1985 he was Managing Director at Marsh, Inc., an insurance brokerage company.

Mr. Blanco was appointed to his present position with the Company in March 2017. Prior to joining the Company on a full-time basis and from September 2016 he served as Interim General Counsel of the Company. Prior to that and from September 2008 he was a partner at Dentons US, LLP, a law firm.

Mr. Sturisky was appointed to his present position with the Company in October 2016. Prior to joining the Company and since May 2014 he was Vice President and Chief Information Officer at Spirit Airlines, an airline company. From April 2008 and until May 2014 he was Senior Vice President-Technology ofPresident and Chief Information Officer at BCD Travel, USA, LLC, a travel management company.

Ms. AustinSawdey was appointed to her present position with the Company in February 2014.January 2016. From April 2006January 2014 through February 2014January 2016 she was Senior Vice President, Human Resources of the Company. From June 2008 through January 2014 she was Vice President, Corporate Benefits of the Company.

Mr. BellCarden was appointed to his present position with the Company in FebruaryOctober 2014. Prior to that and from December 2006January 2008 he was Vice President and International Controller of the Company.

CORPORATE GOVERNANCE

Director Independence

Our Corporate Governance Guidelines and the listing standards of the NYSE provide that a majority of our directors will be independent directors 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 director independence.

As required by our Corporate Governance Guidelines, the Board of Directors has reviewed and analyzed the relationships of each director and director nominee with the Company and its management. The purpose of the review was to determine whether any particular relationships or transactions involving directors, or director nominees, orany of their respective affiliates or immediate family members, were inconsistent with a determination that the director 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 director nominees are independent for purposes of serving on the Board of Directors, except Mr. Bowman,Agadi, who is an employeePresident and Chief Executive Officer of the Company. In addition,making such determination, the Board had also determined that E. Jenner Wood, III, who served as a memberconsiders any “related party transactions” entered into between the Company and the applicable director or director nominee, regardless of whether such transaction is required to be disclosed pursuant to the rules and regulations of the Board through his retirement therefrom in July 2013, was an independent director. In making the independence determinations, the Board considered that Mr. Wood’s employer, SunTrust Banks, Inc., is a greater than 5% stockholder of the Company, a customer of the

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Company and, in the ordinary course of its business, provides certain banking services to the Company. The Board determined that SunTrust’s stock ownership and the payments to or from the Company with respect to SunTrust Banks, Inc., as a percentage of either entity’s consolidated gross revenues, were immaterial and did not affect Mr. Wood’s independence. For additional information regarding this relationship, see “Information with Respect to Certain Business Relationships and Related Transactions.”SEC.

Standing Committees and Attendance at Board and Committee Meetings

The Board of Directors has four standing committees: the Executive Committee; the Audit Committee; the Nominating and Corporate Governance Committee; and the Compensation Committee.

The Executive Committee.    The Executive Committee consists of Mr. Crawford as Chairman, and Messrs. BowmanAgadi and Ogburn 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 6four meetings during 2013.2016.

The Audit Committee.    The Audit Committee consists of Mr. Edwards as Chairman, Ms. Johnson and Messrs. Day, Ogburn and Day (since July 2013)Williams as members. Mr. Wood served as a member of this Committee prior to his retirement from the Board in July 2013. The Board has determined that all of the members of the Audit Committee are independent under the NYSE listing standards and Rule 10A-3 under the Securities Exchange Act of

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1934 (the “Exchange Act”). In addition, the Board has determined that Mr. Edwards is an “Audit Committee Financial Expert” as defined by Item 407(d) of SEC Regulation S-K. In making such determination, the Board took into consideration, among other things, the express provision in Item 407(d) of SEC Regulation S-K that the determination that a person has the attributes of an audit committee financial expert shall not impose any greater responsibility or 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 auditor, reviews with the independent auditor 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 auditor, reviews the independence of the independent 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.written related party transactions policy. The Company’s Related Party Transactions Policyrelated party transactions policy is designed to eliminate conflicts of interest and improper valuation issues, and applies to the Company’s directors, officers, shareholders holding 5% or more of the Company’s stock and family members or controlled affiliates of such persons. For purposes of the Company’s Related Party Transactions Policy,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 10seven meetings during 2013.2016.

The Nominating and Corporate Governance Committee.    The Nominating and Corporate Governance Committee consists of Dr. Benson as Chairman, and Mr.Messrs. Crawford, Crawford, Jr. and Gen. HonoréDay as members. The Nominating and Corporate Governance Committee operates under a written charter, approved by the Board of Directors. The Nominating and Corporate Governance Committee actively reviews and selects director nominees for the Board and advises and makes recommendations to the Board on all matters concerning corporate governance and directorship practices. The Nominating and Corporate Governance Committee also identifies and evaluates nominees for director according to the guidelines stated in its charter, and will consider director candidates recommended by shareholders on the same terms. Except as described below, given evolving needs and challenges of the Company, theThe Committee does not believe it is appropriate to specify criteria for directors, but rather believes that appropriate candidates should show evidence of leadership in their particular field, have the interest and ability to devote sufficient time to carrying out their respective duties and responsibilities, and that the Board as a whole should have diversity of experience (which may, at any one or more times, include

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differences with respect to personal, educational or professional experience, gender, ethnicity, geographic origin and location, and age) and the ability to exercise sound business judgment, possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s shareholders. Pursuant to our Bylaws, except for persons who hold shares entitled to ten percent or more of the voting power of the Company, no person shall be eligible for nomination or renomination to the Board after such person has reached the age of 72.74. In selecting directors or director candidates, the Board generally seeks a combination of active or former senior officers of businesses, academics and entrepreneurs whose backgrounds are relevant to the Company’s mission, strategy, operations and other perceived needs.

The Nominating and Corporate Governance Committee held 5four meetings during 2013.2016.

The Compensation Committee.    The Compensation Committee consists of Mr. AgadiMs. Johnson as ChairmanChairperson and Messrs. Crawford, (since October 2013), Edwards and Ogburn as members. Mr. Wood served as Chairman of this committee prior to his retirement in July 2013. The Board of Directors has determined that all members of the Compensation Committee are independent under the NYSE listing standards.standards, and all members qualify as “outside directors” for Internal Revenue Code Section 162(m) purposes. The Compensation Committee has adopted a written charter, approved by the Board 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 8seven meetings in 2013.2016. For additional

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information about the Compensation Committee’s processes and its role, as well as the role of executive officers and compensation consultants in determining executive officer compensation, see “Compensation Discussion and Analysis” below.

Executive Sessions of Non-Employee Directors

Non-employee and independent directors are required to meet regularly without management participation. During 2013,2016, there were 6six meetings of non-employee and independent directors. Mr. Ogburn, as Non-Executive Chairman of the Board, presides at these meetings.

Meetings of the Board of Directors and Board Attendance

During 2013,2016, the Board of Directors held 6nine meetings. Each of the Company’s directorsindividual who served as a director attended at least seventy-five percent (75%) of the aggregate number of meetings of the Board of Directors and any committees thereof of which such director was a member (during the period that he or she served).member. The Company encourages all directors to attend each annual meeting. The Company also holds a full Board meeting the same day as the annual meeting to further encourage all directors to attend the annual meeting. All director nominees who were serving on the Board at the time attended the 20132016 annual meeting.

Corporate Governance Guidelines, Committee Charters and Code of Business Conduct

The Company’s Corporate Governance Guidelines, board committee charters, and Code of Business Conduct and Ethics are available on its website at www.crawfordandcompany.com under “Corporate Governance,” located under the tab “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, P.O. Box 5047, Atlanta, Georgia 30302.

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 executives to meet those needs. As a result, the Company believes that the decisiondecisions as to who should serve as Chairman and as President and Chief Executive Officer, and whether the offices should be combined or separate, is properly the responsibility of the Board, to be exercised from time to time in appropriate consideration of then-existing facts and circumstances.

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Mr. Ogburn has served as a member of the Board since February 2009 and as Non-Executive Chairman of the Board since January 1, 2010. The Board currently believes that, based on the skills and current responsibilities of the various Board members and management andas well as the current general economic, business and competitive environment, separation of the chairman and chief executive officer roles remains appropriate, as it enhances (i) appropriate oversight of management by the Board, (ii) Board independence, (iii) the accountability to our shareholders by the Board and (iv) our overall leadership structure. Furthermore, the Board believes that maintenance 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.

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.

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Our Board also periodically reviews 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 executives with responsibility for various business functions 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 from time to time as appropriate to address specific issues.

The Board has delegated oversight for matters involving certain specific areas of risk exposure to its committees. 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 auditor’s qualifications, independence and performance, and the Company’s corporate finance matters, including its capital structure. The Audit Committee 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 Compensation Committee is primarily responsible for the design and oversight of the Company’s executive compensation policies, plans and practices. A key objective of the Compensation Committee is to ensure that the Company’s overall executive compensation program appropriately links pay to performance and aligns the interests of the Company’s executives with its shareholders, while seeking to encourage an appropriate level of risk-taking behavior consistent with the Company’s long-term strategy. The Compensation Committee also monitors the design and administration of the Company’s overall incentive compensation programs to ensure that they include appropriate safeguards to avoid encouraging unnecessary or excessive risk taking by Company employees.

The Nominating and Corporate Governance Committee 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.

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Director Compensation

Each non-employee member of the Board was entitled to receive an aggregate of $60,000$130,000 in cash and stock for annual service to the Company in 2013.2016. The $40,000 cash portion of the compensation was paid quarterly in $7,500$10,000 increments. The remainder of such compensation was paid in restricted shares of the Company’s Class A Common Stock. ThisThese restricted share grantgrants vested in full on December 31, 2013.2016. In addition to the foregoing, each non-employee director was entitled to receive $1,000$1,500 for each Board or committee meeting attended. Further, the ChairmenChair of the Board and the Audit Committee were also eachwas entitled to a retainer of $3,000 per quarter, and the ChairmenChairs of each of the Executive, Compensation, and Nominating and Corporate Governance Committees were also entitled to a retainer of $2,500 per quarter.

The Chairman of the Board was also entitled to receive $90,000 in restricted shares of Class A Common Stock, paid in quarterly increments. These quarterly restricted share grants vested in full on December 31, 2013.2016. During the period from January 2016 through May 2016, the Chairman of the Board also received an additional $3,000 per month in recognition of his increased responsibilities during the period in which the Company did not have a permanent President and Chief Executive Officer. Directors who also serve as employees of the Company do not receive separate compensation for their service toon the Board.

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The following table provides compensation information for the year ended December 31, 20132016 for each individual who served as a non-employee member of our Board of Directors during 2013.2016. See “Summary Compensation Table” for information relating to Mr. Bowman’sAgadi’s compensation. Mr. Agadi did not receive any additional compensation for serving as a member of our board of directors.

DIRECTOR COMPENSATION TABLE

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 three times their annual cash retainer (currently $30,000)($40,000 for 2016). All of the non-employee members of the Board are in compliance with the applicable ownership targets.

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Communications with our Board and Shareholder Nominees

Individuals may communicate with our Board by sending a letter to Board of Directors, Crawford & Company, P.O. Box 4632, Atlanta, Georgia 30302. Your letter will be shared with all members of our Board and may, at the discretion of ourthe Board, be shared with Company management, unless your letter requests otherwise. Communications that are specifically intended for non-employee directors should be addressed to “Chairman of the Board,” Board of Directors, Crawford & Company at this same address.

Any shareholder who certifies that he or she is the continuous record owner of at least one percent (1%) of either class of common stock of the Company for at least one year prior to the submission of a candidate for director and who provides a written statement that he or she intends to continue ownership of the shares through the date of the applicable annual meeting of shareholders may submit a nomination for director. The candidate must meet the qualifications stated in the Company’s by-laws and the submission must be made to the Nominating and Corporate Governance Committee at P. O. Box 4632, Atlanta, Georgia 30302, no more than 180 days and no less than 120 days prior to the anniversary date of this Proxy Statement. The Nominating and Corporate Governance Committee will review all candidates submitted by shareholders for consideration as director nominees pursuant to its general practices and the guidelines stated in its charter and the Company’s Corporate Governance Guidelines before determining whether to submit any nominee to the full Board for consideration.

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COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of our compensation philosophy, objectives, policies and practices are focused primarily on our executive officers, with additional detail provided for our CEO, our CFO and theour other three most highly-compensated individuals serving as executive officers at December 31, 2016, 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 Compensation Committee with respect to executive compensation is to ensure that our compensation programs will enable us to attract and retain key executives critical to our long-term success, through the establishment of a performance-oriented environment that rewards the achievement of both short- and long-term strategic management goals, with the attendant enhancement of shareholder value. This philosophy is implemented through the core principles of “pay for performance” and aligning management’s interests with our shareholders’ interests to support long-term value creation and to encourage an appropriate level of risk-taking behavior consistent with the Company’s long-term strategy. As a result, a significant portion of our executive officers’ compensation opportunity is “at-risk pay” with actual payments dependent upon Company and individual performance. The Compensation Committee regularly reviews our compensation programs to ensure continued alignment with the underlying philosophy and principles, and makes adjustments as appropriate to accomplish these objectives.

For 2013,2016, the Compensation Committee worked with its independent compensation consultant, described in more detail below, to develop and analyze comparative data on executive compensation with a goal of setting and maintaining total executive compensation at levels competitive to compensation paid to executives in similar positions within our comparator companies (described below). However, inIn determining this level, the Compensation Committee acknowledged that, as a result of the significant variableat-risk components of compensation described in more detail elsewhere in this discussion and analysis, actual payouts may be significantly above or below this level based on actual performance when compared to target performance.

In executing its role with respect to compensation matters, the Compensation Committee considers a variety of factors from time to time, including recommendations from senior executive officers and any compensation consultants, both described below, the recent historical (and expected) performanceand expected contributions of the individual executive officer, the Company’s historical and expected financial results and shareholder return, cumulative compensation history (to the extent that it impacts pay receivable currently and in the future), internal pay equity and the appropriate level of risk-taking, all as described below.

Elements of Compensation

In 2013,the implementation of the Compensation Committee’s compensation philosophy, there wereare generally three key elements used in the Company’s executive compensation program: (1) base salary, (2) an annual cash incentive opportunity and (3) equity incentive awards, including a long-term performance-based equity incentive opportunity. As described below, in some instances and for some executives, other types of compensation can form the basis for a substantial portion of overall potential compensation; in such instances,In addition, from time to time when circumstances merit an award, the Compensation Committee adjusts these key elements for such persons in light of their overall potential compensation.may make discretionary cash or equity bonus awards.

The Compensation Committee views base salary as a set rewardcompensation 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.certainty to allow the Company to attract and retain executive talent. Annual cash incentivesincentive opportunities are designed to incentivize toward, and reward achievement of, specified goals typically set and measured on an annual basis, and to provide market competitive total cash compensation when target level goals are met, on a company-wideCompany-wide or business unit level, as applicable. Annual cash incentives are also designed to payalign compensation with the interests of shareholders through value creation and payment of meaningful cash awards when actual results meet or exceed target results. Long-term incentives are designed to balance the short-term nature of other components of compensation, to motivate towards and reward delivery of shareholder value and to encourage employee retention. Both annual and long-term incentive opportunities are considered at-risk pay. Discretionary bonus awards, if any, may be in the form of cash or equity, and may be granted with or without performance or time-based vesting requirements.

All

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In addition, we typically provide certain other compensation generally consists of: amounts payable under other ofand benefits, such as participation in the Company’s health and welfare or retirement benefit plans generally available to employees; benefits based on market competitive factors applicableemployees, and limited perquisites, that we believe are necessary or appropriate in the marketplace in order to executives;allow us to attract and for Mr. Isaac, commission payments based on attributable revenuesretain executive talent, but that we do not expect to comprise a material portion of compensation in accordance with his employment agreement.a year.

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The Compensation Committee generally does not, and in 20132016 did not, follow a precise formula for allocating between these key elements of compensation or in considering whether to grant any discretionary bonus awards, or the type thereof to our executive officers. Each element of compensation generally operates independently of theany other and is designed to motivate towards, and reward, a different component 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.elements except in limited circumstances. However, the Compensation Committee reviews information that compares each element of compensation, both separately and in the aggregate, to amounts paid for positions with similar duties and responsibilities at comparable or peer groupcomparator companies, and believes it appropriate to target each element of compensation near the median, or midpoint, of compensation paid by such companies.

Percentage allocations between base salary, annual incentive awards (granted under our Short-Term Incentive Plan, or “STIP”) and long-term incentive awards (granted pursuant to our Long-Term Incentive Plan or “LTIP”) at the actual payout level (as described in more detail below) for our named executive officers for 2013 are set out in the table below. The LTIP percentage includes the value of both performance share units and stock option awards. 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. The final column, “All Other Compensation,” includes the value of Mr. Isaac’s commission payments.

Role of the Compensation Committee and Administration of Compensation

The role of the Compensation Committee, among its other responsibilities, is to:

As noted above, the Compensation Committee also monitors the design and administration of the Company’s overall incentive compensation programs to ensure that they include appropriate safeguards to avoid encouraging unnecessary or excessive risk taking by Company executives, including our named executive officers.

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Role of Certain Senior Executive Officers in Executive Compensation Matters

Our 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 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 (other than themselves) under our incentive compensation plans and the assessment of the individual performance of other executive officers who are direct reports to such officers. As a result of regular interaction, the Compensation Committee believes these 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 executives of the Company. Our Compensation Committee relies, in part, on this information in connection with its overall assessment as to the adequacy and

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appropriateness of executive compensation as well as the compensation programs of the Company as a whole. Our Compensation Committee has the discretion to consider any such recommendations when determining overall executive compensation.

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. AtFor more information, please refer to “Proposal 2 – Advisory Vote on Approval of Executive Compensation.” We believe every other year is the appropriate timing for this vote because a significant portion of our 2013named executive officers’ compensation opportunity is at risk over a multi-year period. Full implementation and execution of our compensation philosophy and programs, and evidence thereof, is often a multi-year process. We believe a vote every two years helps ensure proper visibility into our longer term results and creation of shareholder value, and associated compensation. In addition, it helps reduce the possibility of irregular or anomalous results in any one year that may unduly impact the amount of compensation paid and, consequently, the results of a vote on such compensation.

In the Company’s most recent advisory say-on-pay vote at the Company’s 2015 Annual Meeting, approximately 99.4%99.5% of the votes cast in the say-on-pay vote were voted in favor of the compensation of our 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 not made material changes to the implementation of our executive compensation philosophy.

In addition to consideration given to the results of the say-on-pay vote, at various times through the year the Compensation Committee considers direct and indirect input from shareholders and other stakeholders, and more general developments in executive compensation principles, in the further development and implementation of the Company’s executive compensation philosophy, policies and practices. The Compensation Committee expects to continue to give due consideration to these factors, including the results of the vote on say-on-pay, in future years.

Compensation Consultants

The Compensation Committee’s charter provides for the Compensation Committee to retain and terminate, in its discretion, any compensation consultant which assists in the evaluation of director, CEO or other executive compensation. The Compensation Committee has the sole authority to select such consultant and to approve the consultant’s fees and other retention terms. In 2013,2016, the Compensation Committee engaged Pay Governance LLC to advise it on executive and general compensation matters for the Company, 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, the Company other than the engagement by the Compensation Committee and, as a result,taking into account the six compensation consultant independence factors adopted by the SEC to guide companies in determining the independence of compensation consultants, the Compensation Committee concluded that the work of Pay Governance LLC did not raise any conflicts of interest that are required to be disclosed.disclosed and provides the Compensation Committee with objective and independent compensation advisory services. Pay Governance LLC provided the following services in 2016: executive officer competitive market compensation assessment; Board of Directors competitive market compensation assessment; independent risk assessment of compensation programs; and review of annual incentive performance metrics.

Benchmarking

For purposes of determining 20132016 compensation levels and opportunities, compensation of the Company’s executive officers was benchmarked against compensation paid for similar positions at a selected comparator group of the Company. Due to the limited number of direct competitors of the Company that are both publicly traded and in a similar line of business, the Compensation Committee worked with Pay Governance LLC to develop a custom comparator group developed fromusing the following set of criteria: companies in similar industries, including insurance, research and professionalconsulting, data processing, outsourced services, industrieshuman resources and with the input of the Compensation Committee’s consultant, was used, consistent with prior years. The Compensation Committee took into consideration as part of its review and development of our 2013 executive officer compensation the compensation paid to executive officers of the comparator group.employment

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services; annual revenue between one-quarter to two-and-one-half times the Company’s annual revenue; market capitalization between one-quarter to five times the Company’s market capitalization; and a specified ratio of revenue to market capitalization.

The comparator group was as follows:

Robert Half International,FTI Consulting, Inc.

SFN Group,TeleTech Holdings Inc.

Arthur J Gallagher & CompanyTrueBlue, Inc.

Sykes Enterprises, Incorporated

Insperity, Inc.

Stewart Information Services Corporation

FTI Consulting,Kforce Inc.

Verisk Analytics,Barrett Business Services Inc.

FBL Financial Group,Epiq Systems, Inc.

National Financial Partners,CBIZ, Inc.

Brown & Brown,CDI Corp.

ModusLink Global Solutions, Inc.

Meadowbrook Insurance Group, Inc.

Huron Consulting Group, Inc.Resources Connection

Compensation and Risk Management

The Compensation Committee has evaluated whether, and does not believe that our executive compensation philosophy, executed through the principles of pay for performance and aligning management and shareholder interests, encourages excessive or unnecessary risk-taking. By dividing our executives’ compensation into three key elements, or otherwise adjusting compensation opportunities based on contractually mandated payout opportunities, the Compensation Committee believes it appropriately weights the performance-based compensation our executives may earn between short-term and long-term goals. Additionally, both short-term and long-term incentive compensation award opportunities are capped at a set percentage of an executive’s applicable target award, affording protection against disproportionately large incentives. Our long-term equity compensation is payablepaid in the form of opportunities to earn shares of the Company’s Class A Common Stock, and the Compensation Committee may provide that such awards are both earned and vested over time. We believe multiple-year performance goals coupled with time-based vesting for equity awards further encourages our executives’ sustained focus on the long-term performance of the Company.

Stock Ownership Guidelines

The Compensation Committee believes long-term incentives, when coupled with our executive stock ownership guidelines, promote appropriate alignment of our executives’ interests with those of the Company’s shareholders.

The Compensation Committee has also set executive stock ownership guidelines with specified equity ownership targets for certain Board-elected officers. The CEO is required to own shares of stock of the Company equal in value to three times his annual base salary. Executive vice presidents (which includes theThe remainder of our named executive officers)officers are required to own shares of stock of the Company equal in value to two times their annual base salary. All of our named executive officers are in compliance with the applicable ownership requirements. We currently expect that all individuals subject to these guidelines will comply therewith in a timely manner. Should an executive fail to meet or show sustained progress toward meeting the applicable ownership requirement, such failure may result in any one or more of the following: a reduction or elimination in any future long-term or other equity incentive awards that such person may otherwise have been entitled to receive; an obligation to use the net after-tax proceeds of any cash incentive award paid by the Company to purchase shares of the Company’s stock; or a requirement that any cash incentive award to which such individual would otherwise be entitled be paid solely in shares of the Company’s stock.

The Compensation Committee believes long-term incentives, when coupled Our named executive officers are all either in compliance with our executivethe stock ownership guidelines promote appropriate alignment ofor are in the applicable grace-period to come into compliance.

Hedging and Pledging Policies

The Company has established a policy prohibiting our executives’ interestsemployees and directors from engaging in any speculative, short-term or hedging activities with thoserespect to securities of the Company. In addition, members of

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the Board of Directors and officers may not engage in pledging Company securities as collateral to secure debt or engage in transactions where the Company’s shareholders.securities are held in a margin account.

Clawback Policy

The Company’s clawback and recoupment policy covers any current or former officer of the Company subject to Section 16 of the Exchange Act of 1934. The policy requires covered officers to forfeit, and repay to the Company to the extent previously paid, any of an officer’s incentive compensation within the three years preceding an accounting restatement any amount that exceeds the amount that would have been payable based on the restated financial results.

Base Salary Compensation

For certain executive officers, including some of the named executive officers, the Company has deemed it appropriate to enter into written employment arrangementsagreements with such persons. These employment arrangementsagreements 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. For example, in June 2016 the Company entered into an employment agreement with Mr. Agadi pursuant to which he agreed to serve as our President and Chief Executive Officer on a full-time basis. Mr. Agadi’s base salary was set at $700,000 per year, subject to adjustment by the Compensation Committee. For additional information on this and our other employment agreements with our named executive officers, see “Employment and Change in Control Arrangements” below.

The Compensation Committee typically re-evaluates the base salary of the CEO on an annual basis. The Compensation Committee also performsbasis including performing an assessment of the personal performance ofduring the CEO during the

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preceding year, historical and expected contributions to the Company and external circumstances which may have impacted that performance whichand that were not within the control of the Company or the CEO. For both establishing and re-evaluating the base salary of the CEO, the Compensation Committee, with the assistance of its independent compensation consultant, also looks atevaluates overall market conditions, both within the Company’s industry peercomparator group and otherwise, including competitive market data to see how the CEO’s pay level compares to that of CEOscomparable positions at other companies. As a part of its analysis of our executive compensation, the Compensation Committee concluded that the CEO would not receive a salary increase in 2013.

Based on similar analysis, the CEO, in consultationa variety of data (including published national surveys, recent and anticipated Company performance, discussions with the Compensation Committee, concluded that Messrs. Swain, Muress and Nelson would not receive salaryother relevant information), the CEO annually considers any increases in 2013. Given the recent performance of the Company’s Legal Settlement Administration segment, it was concluded that Mr. Isaac should receive a base salary increase in 2013.our other named executive officers for the next fiscal year.

Annual Cash Incentive CompensationOpportunity

Annual cash incentive awardsaward opportunities are intended to align our annual performance and results with the compensation paid to the persons who are most responsible for such performance, and to motivate and reward achievement of operational and strategic business goals. For 2013,2016, the Compensation Committee approved target awardsaward opportunities, granted under the STIP,Company’s short-term incentive plan (“STIP”), a component of the Crawford & Company 20072016 Management Team Incentive Compensation Plan (the “Management Team Incentive Compensation Plan”), for our executive officers, including all of our named executives, other than Mr. Isaac. In light of the incentive compensation provisions in Mr. Isaac’s employment agreement, the Compensation Committee determined it was not appropriate for Mr. Isaac to also participate in the STIP.executives.

Under the STIP, each participating executive officer is provided advance goals that can, from year to year, include corporate, segment and individual targets, weighted appropriately for the executive’s position in the Company. Award payout eligibility generally requires, among other things, continued employment through the date of the actual payout. Due to the Company’s significant international operations and the fact that it reports its consolidated financial results in U.S. dollars, annual performance metrics are adjusted to eliminate the impact of any movements in exchange rates so that individuals do not benefit from or are not negatively impacted by the movement in exchange rates. Accordingly, the actual results disclosed in this discussion may not agree to our published results. Final payments pursuant to the STIP are at the discretion of the Compensation Committee.

For 2013,each of the named executive officers, the Compensation Committee established threshold, target and maximum award opportunity levels (as a percentage of 2016 annual base salary) for purposes of the 2016 STIP

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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 2016 annual base salary) were as set out below:

For 2016, the Compensation Committee selected foras the basis offor award opportunities performance under the following metrics, which are used by management from time to time to evaluate and analyze results and the impact on the Company of strategic decision making, and which the Compensation Committee considered as important to the Company and representative of the Company’s success in achieving operational and performance improvements:

Operating earnings is the primary financial performance measure used by the Company’s senior management to evaluate the financial performance of the Company’s four operating segments and make resource allocation decisions. The Company and the Compensation Committee believe this measure is useful to others in that it allows them to evaluate segment operating performance using the same criteria used by the Company’s senior management. Operating earnings will differ from net income computed in accordance with generally accepted accounting principles in the United States (“GAAP”) since operating earnings represent segment earnings before certain unallocated corporate and shared costs, net corporate interest expense, stock option expense, amortization of customer-relationship intangible assets, goodwill impairment, restructuring and special charges, income taxes, and net income or loss attributable to noncontrolling interests. As a result, the Compensation Committee considered it appropriate to link any payout under the STIP to the achievement of an operating earnings threshold.

For eachMessrs. Agadi and Swain, 90% of Messrs. Bowman, Swain and Nelson,their award opportunities were allocated for eachto the achievement of these metrics, based on overall Company performance. In addition, 10% of the total STIP award opportunity for these individuals was allocated to the achievement of certain personal performance metrics, as described below.

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Mr. Muress’s STIP opportunity was allocated as follows:

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In addition, 10% of the total STIP award opportunity was allocated to the achievement of certain personal performance metrics, as described below.

Based upon his level of seniority in the Company and his specific oversight responsibilities, for 2013 the Compensation Committee determined that it was appropriate that theMs. Lisenbey’s STIP opportunity for Mr. Muress bewas allocated as follows:

Mr. Muress also had 10%Thomas’s STIP opportunity was allocated as follows:

As described in more detail below, the total STIP award opportunity allocated to the achievement of certain personal performance metrics, as described below.

The personal performance component of the STIP award opportunity was based on certain individual performance considerations generally aligned with each individual’s overall responsibilities and taken into account in the course of making overall 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. Target goals were derived from the Company’s 2013 internal operating plan. The STIP award opportunities (set out as a percentage of each named executive officer’s 2013 base salary) were as set out below:

Threshold and maximum goals (other than for personal performance) were set at the percentages of the target level as set forth in the chart below. The percentages are applicable to all segments and divisions.

The following table sets forth the threshold, target and maximum performance goals and actual performance, for each of the corporate-wide metrics in 2013.

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The following table sets forth the threshold, target and maximum performance goals and actual performance, for each of the Americas segment metrics in 2013.

The following table sets forth the threshold, target and maximum performance goals and actual performance, for each of the EMEA/AP segment metrics in 2013.

The following table sets forth the threshold, target and maximum performance goals and actual performance, for each of the Broadspire segment metrics in 2013.

The following table sets forth the threshold, target and maximum performance goals and actual performance, for each of the Legal Settlement Administration segment metrics in 2013.

The following table sets forth the threshold, target and maximum performance goals and actual performance, for each of the UK division of the EMEA/AP segment metrics in 2013.

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The following table sets forth the threshold, target and maximum performance goals and actual performance, for each of the CEMEA division of the EMEA/AP segment metrics in 2013.

The following table sets forth the threshold, target and maximum performance goals and actual performance, for each of the AP division of the EMEA/AP segment metrics in 2013.

STIP awards were deemed earned for a relevant metric only if actual performance 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. If actual performance equaled target levels, participating executive officers were entitled to 100% of the target STIP award applicable to that metric. If actual performance for one or more metrics was between threshold and target levels, or target and maximum levels, the participating executive officers were entitled to a ratable portion of the STIP award based upon linear formulas.

The personal performance component of the STIP was measured on a scale of 1-5. The STIP award related to personal performance was deemed payable at the target level if the executive received an average rating of 3 or higher on all metrics, and any overall STIP award payable based on personalmetrics. Determination of actual performance was prorated based on the executive’s overall average personal performance rating divided by 5. Forunder the personal performance component of the STIP has historically been delegated by the Compensation Committee to the Company’s President and CEO (for all officers other than the President and CEO).

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Target goals for each relevant financial metric under the STIP were determined based on, and set at target levels as contained in, the Company’s 2016 internal operating plan. Threshold and maximum goals (other than for personal performance) were set at the percentages of the target was 60%level as set forth below. The percentages were applicable to all segments and divisions.

The following table sets forth the threshold, target and maximum performance goals, and actual performance, for each of the corporate-wide metrics in 2016.

The following table sets forth the threshold, target and maximum amount payable. Mr. Bowman’s personal performance rating was determined bygoals, and actual performance, for each of the Board,U.S. Services segment metrics in its discretion. For all other named executive officers, personal2016.

The following table sets forth the threshold, target and maximum performance rating was determined by Mr. Bowman,goals, and actual performance, for each of the Broadspire segment metrics in his discretion.2016.

The following table sets forth the threshold, target and maximum performance goals, and actual performance, for each of the U.K. division of the International segment metrics in 2016.

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The following table sets forth the threshold, target and maximum performance goals, and actual performance, for each of the Europe division of the International segment metrics in 2016.

The following table sets forth the threshold, target and maximum performance goals, and actual performance, for each of the Asia-Pacific division of the International segment metrics in 2016.

The following table sets forth the threshold, target and maximum performance goals, and actual performance, for each of the Canada division metrics in 2016.

The following table sets forth the threshold, target and maximum performance goals, and actual performance, for each of the Latin America division metrics in 2016.

Based on 2013 results,2016 performance, the actual STIP payouts certified as payableapproved by the Compensation Committee for Ms. Lisenbey and Messrs. Bowman,Agadi, Swain, Muress, and NelsonThomas are set forth below:below.

For 2013, Mr. Isaac’s annual incentive compensation opportunity was determined pursuant to the terms of his employment agreement. Under the terms of the agreement, Mr. Isaac’s annual incentive compensation is determined by comparing the pre-tax income of GCG in the relevant performance year to the average annual pre-tax income of GCG in the preceding five years. No amount is payable if there has been less than 10% growth in pre-tax income. If pre-tax income grows by at least 10%, Mr. Isaac is entitled to a payment of $250,000; if pre-tax income grows by at least 15%, Mr. Isaac is entitled to a payment of $500,000; and if pre-tax income grows by at least 20%, Mr. Isaac is entitled to a payment of $750,000. In 2013, applying the formula in the employment agreement, Mr. Isaac earned $750,000.

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Long-Term Incentive CompensationOpportunity

The Compensation Committee designed the Company’s long-term incentive compensation program with a goal of incentivizing management towards thecreating long-term future success of the Company.shareholder value. For 2013, LTIP compensation for executive officers of the Company was awarded2016, long-term incentive plan (“LTIP”) award opportunities were granted to Mr. Agadi under the terms of the Company’sCrawford & Company 2016 Omnibus Stock and Incentive Plan (the “Omnibus Stock Plan”) and to the other executive officers under the terms of the Crawford & Company Executive Stock Bonus Plan (the “Stock Bonus Plan”), and, wasif earned, were payable in shares of the Company’s Class A Common Stock. The Omnibus Stock Plan was adopted at the Company’s 2016 Annual Meeting, and, effective May, 11, 2016, replaced the Stock Bonus Plan for purposes of awards granted following that meeting. With respect to certain senior executives (i.e., those potentially subject to Internal Revenue Code Section 162(m)), LTIP awards issued under the terms of the Stock Bonus Plan that are intended to be fully tax-deductible are also subject to the additional terms and conditions of the Management Team Incentive Compensation Plan. Final payments pursuant to LTIP awards are at the discretion of the Compensation Committee.

Under the terms of the 2016 LTIP, each executive officer was granted an award of performance share units, that75% of which were eligible to be earned based on Company performance as described below (the “Performance Award”), and 25% of which were eligible to be earned based on the cumulative earnings per sharecontinued employment of the executive (the “Time Vested Award”). Any earned Performance Award and the Time Vested Award vest annually over a three-year period, beginning on December 31, 2016, and provided the executive remained employed by the Company for the 2013-2015 calendar years.through each applicable vesting date. 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 by rewarding performance generally tied to increases in such value. The performance goalsmulti-year vesting schedule is designed to further align the executives’ interests with those of other shareholders over the long-term.

The Threshold, Target and Maximum Performance Awards and Time Vested Awards for the LTIP targets were derived fromexecutive officers are set forth in the chart below.

For 2016, the Compensation Committee selected adjusted earnings per share as the financial metric for determining payouts under the LTIP. Adjusted earnings per share was selected as the financial metric due to its correlation with the creation of value for shareholders. Specifically, target adjusted earnings per share of $0.79 was determined based on the Company’s internal three year strategic plan.

plan for 2016. If the Company’s 2013-2015 cumulative2016 adjusted earnings per share iswas at least $2.75,$0.63, 50% of the award of performance share units will bewas earned. If the Company’s 2013-2015 cumulative2016 adjusted earnings per share iswas at least $3.15,$0.79, the “target” level, 100% of the award of performance share units will bewas earned. If the Company’s 2013-2015 cumulative2016 adjusted earnings per share is $3.50was $0.95 or greater, 150% of the award of performance share units will bewas earned. The percentage of performance share units earned will bewere adjusted ratably for cumulative adjusted earnings per share between $2.75$0.63 and $3.50.$0.95. None of these performance share units willwere earned if cumulative adjusted earnings per share was less than $0.63. The Company’s 2016 adjusted earnings per share was $0.75 thus 88% of the Performance Awards were earned.

In certain prior periods, most recently in 2014, the Compensation Committee established multi-year performance periods for determining whether Company financial performance met threshold levels for payout under LTIP awards. Awards granted under the LTIP in 2014 were eligible to be earned forbased on the cumulative adjusted earnings per share of less than $2.75. For purposes of calculation of cumulative earningsthe Company for the 2013-20152014-2016 calendar years. For the 2014-2016 period, the net income attributable toperformance thresholds for the Company’s shareholders is divided by the sum of Class A and Class B weighted average shares outstanding, used to compute dilutedcumulative adjusted earnings per share. Allshare were not met, thus none of the performance share units were earned shares vestor paid.

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The Compensation Committee granted Mr. Agadi a one-time award of 100,000 restricted stock units under the terms of the Stock Bonus Plan for his service as interim President and Chief Executive Officer. This award was to be earned based on his continued employment and compliance with the terms of his non-compete agreement, and vested in full as of December 31, 2015.2016.

During 2013,2016, the Compensation Committee also granted stock option awards to executive officers of the CompanyMessrs. Agadi and Muress under the terms of the Company’sOmnibus Stock Plan. Pursuant to the terms of his employment agreement as President and Chief Executive Stock Bonus Plan. TheOfficer, the Compensation Committee approved one-time awards to Mr. Agadi of: (i) an option to purchase 100,000 shares of Class A common stock option awards were granted as of March 27, 2013, and havethe Company at an exercise price of $5.08$9.00 per share and (ii) an option to purchase 100,000 shares of Class A common stock of the Company’sCompany at an exercise price of $10.00 per share. The exercise price of each option award exceeded the fair market value of the shares as of the grant date. Based on his performance, the Compensation Committee awarded Mr. Muress an option to purchase 20,000 shares of Class A Common Stock,common stock of the Company at an exercise price of $6.52 per share, which was the fair market value of the shares as of the grant date. The awards become exercisable at a rate of 33% per year, beginning on the first anniversary of the grant date. In granting stockThese option awards the Compensation Committee took into account (i) the shift from LTIP awards with annual performance measures to awards withvest over a three year performance measures,period, and (ii)expire ten years from the benefitsdate of a blend of both performance share unit awards and stock option awards as part of the long term incentive compensation plan.grant.

Other Elements of Compensation

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 participatesand Mr. Thomas participate in a noncontributory qualified retirement plan that was frozen as of December 31, 2002. All U.S. based named executive officers are also eligible to participate in a qualified 401(k) plan (the “401(k) Plan”) and a nonqualified supplemental executive retirement plan. Our executive officers are also offered the opportunity to participate in a similar nonqualified deferred compensation plan. Benefits under the qualified and nonqualified retirement plans are not directly tied to Company performance. Based 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. TheCertain of our named executive officers are each aalso party to employment arrangements that provide severance and change-in-control protection. Additionally, based on their performance, and following consultation with the Compensation Committee, our CEO granted cash bonuses in the amount of $50,000 to both Ms. Lisenbey and Mr. Thomas.

Impact of Internal Revenue Code Section 162(m)

Section 162(m) of the Internal Revenue Code Section 162(m)of 1986, as amended (the “Code”) 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

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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 isand Omnibus Stock Plan are designed to allow the Compensation Committee to structure short-term incentive compensation (annual 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 federal tax law.

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SUMMARY OF CASH AND CERTAIN OTHER COMPENSATIONSummary of Cash and Certain Other Compensation

The following tables provide information concerning compensation paid to, or accrued by the Company for, our named executive officers at December 31, 2013.2016.

Summary Compensation Table

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Grant of Plan-Based Awards

The Company maintains the ExecutiveOmnibus Stock Plan and the Stock Bonus Plan under which awards of performance share units, restricted stock or stock options may be granted to specified employees of the Company. The Omnibus Stock Plan was adopted at the Company’s 2016 Annual Meeting, and, effective May 11, 2016, replaced the Stock Bonus Plan for purposes of awards granted following that meeting. 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, 20132016 to each of our named executive officers. All equity awards are payable in shares of Class A Common Stock.