Kermit R. Crawford
ALLSTATEAbout Kermit R. Crawford
Independent director of The Allstate Corporation; age 65; director since 2013 (12 years of tenure). Former President and COO of Rite Aid and EVP/President of Pharmacy, Health & Wellness at Walgreens. Current Allstate committee memberships: Nominating, Governance and Social Responsibility (NGSR) and Risk & Return; former Allstate Audit Committee chair. Education: B.S., The College of Pharmacy and Health Sciences at Texas Southern University. Attendance at Allstate board/committee meetings: 100% in 2024. Independence affirmed by Allstate’s Board (all nominees other than the CEO are independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rite Aid Corporation | President & COO | 2017–2019 | Senior operating leadership in a highly regulated, consumer business |
| Walgreens (Walgreen Co.) | EVP & President, Pharmacy, Health & Wellness; prior EVP/SVP Pharmacy Services | 2011–2014; 1983–2011 | Led transition to a pharmacist-patient centric model; significant operational scale |
| Allstate | Audit Committee Chair (prior role) | Chair through Jan–May 2024 | Former chair; strong finance/risk oversight background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| C.H. Robinson Worldwide (CHRW) | Director; Governance Committee Chair; Talent & Compensation Committee member | 2020–present | Governance chair; compensation oversight |
| Visa Inc. | Director; Audit & Risk Committee Chair (2025 CHRW proxy); member of Nominating & Corporate Governance (2024 CHRW proxy) | 2022–present | Financial, risk, and governance oversight |
| Prior: TransUnion | Director (2019–2021) | 2019–2021 | Audit & Compliance; Technology/Privacy/Cybersecurity committees |
| Prior: LifePoint Health | Director (2016–2018) | 2016–2018 | Audit & Compliance; Compensation; Corporate Governance & Nominating; Quality committees |
Board Governance
- Allstate committees (2025): NGSR and Risk & Return; former Allstate Audit Committee chair. NGSR focuses on governance, director nominations, sustainability, and director pay; Risk & Return oversees the enterprise risk & return framework (ERRM).
- Committee activity (2024): Audit (8 meetings), Compensation & Human Capital (8), NGSR (5), Risk & Return (6). Cross-committee linkages include Audit↔Risk chairs serving on both to enhance communication.
- Independence and tenure: Board affirmed independence for all nominees other than CEO; additional tenure considerations applied to long-serving directors to ensure undiminished independence.
- Attendance and engagement: 100% director group attendance in 2024; Crawford individually 100% attendance. Executive sessions of independent directors at every regular board/committee meeting.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $125,000 | Paid quarterly; directors may elect equity or deferral under director plans |
| Committee chair adders (illustrative via fees paid) | Included in “Fees Earned” | Crawford served as Audit Chair Jan–May 2024; his cash fees totaled $142,500 vs base $125,000 |
| Annual equity retainer (RSUs) | $175,000 | Granted under fixed-value formula; dividend equivalents; settlement per plan |
| 2025 adjustments (approved) | Cash retainer $135,000; equity retainer $190,000 | To align with peer practices (Pay Governance review) |
| 2024 Director Compensation Detail (Crawford) | Value ($) |
|---|---|
| Fees Earned or Paid in Cash | $142,500 |
| Stock Awards (RSUs grant-date fair value) | $175,058 |
| Total | $317,558 |
- Stock ownership guidelines: Each director expected to hold ≥6× cash retainer within five years; all directors other than the two newest (Morris 2024, Turner 2023) are in compliance. Crawford meets/exceeds guideline.
- Pledging/hedging policy: Hedging or pledging of Allstate securities prohibited.
Performance Compensation
- Not applicable to non-employee directors at Allstate. Annual director equity grants are fixed-value RSUs and not tied to performance metrics; no options or PSUs disclosed for directors.
Other Directorships & Interlocks
| Company | Sector Relationship to ALL | Committee Roles | Potential Interlock Risk Assessment |
|---|---|---|---|
| C.H. Robinson (logistics) | Customer/supplier overlap with insurance negligible | Governance (Chair), Compensation | No related party transactions disclosed by Allstate; low direct conflict risk |
| Visa (payments) | Indirect ecosystem exposure; minimal direct overlap | Audit & Risk (Chair, per CHRW 2025), Nominating & Corporate Governance (2024) | No related party transactions disclosed; governance/financial oversight experience additive |
- Allstate related person transactions: None identified since the beginning of 2024.
- Board limits on outside boards: Guideline limits ≤4 other public company boards for non-active executives; Crawford’s two boards are within policy.
Expertise & Qualifications
- Governance, finance, and risk: Former Allstate Audit Chair; deep operational and risk experience from Walgreens/Rite Aid; current Risk & Return committee member.
- Human capital and customer experience: Led large-scale retail healthcare operations; transformed pharmacy experience; NGSR member overseeing sustainability and governance.
- Education: B.S., Texas Southern University.
Equity Ownership
| Metric | Value |
|---|---|
| RSUs outstanding (12/31/2024) | 22,978 units |
| RSU value (12/31/2024 close $192.79) | $4,429,929 |
| Ownership multiple (incl. shares held outright) | 37.0× annual cash retainer |
| Compliance with director ownership guideline | Meets/exceeds (≥6× cash retainer) |
| Pledged/Hedged | Prohibited by policy |
Shareholder Voting Signals (Support/Confidence)
| Proposal/Vote | 2021 | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|---|
| Election of Kermit R. Crawford – For | 217,636,873 | 195,459,584 | 187,110,202 | 191,110,189 | 194,527,999 |
| Election of Kermit R. Crawford – Against | 5,034,766 | 4,673,463 | 6,388,505 | 9,338,607 | 5,565,512 |
| Election of Kermit R. Crawford – Abstain | 434,026 | 370,791 | 483,226 | 789,725 | 477,454 |
| Say‑on‑Pay – For | 195,274,842 | 175,418,201 | 174,570,930 | 174,041,873 | 190,862,093 |
| Say‑on‑Pay – Against | 26,919,733 | 24,164,144 | 18,236,594 | 26,077,891 | 8,542,648 |
| Say‑on‑Pay – Abstain | 911,090 | 921,493 | 1,174,409 | 1,118,757 | 1,166,224 |
- Additional governance proposal: 2024 shareholder proposal to split Chair/CEO failed (For: 60,200,917; Against: 139,786,984). Board reaffirmed current structure with independent Lead Director.
Governance Assessment
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Strengths
- Independence and attendance: Independent status; 100% attendance; active engagement on NGSR and Risk & Return.
- Financial/risk acumen: Former Allstate Audit Chair; risk oversight credentials and cross-committee presence strengthen board effectiveness.
- Ownership alignment: Significant RSU holdings; ownership multiple well above guideline; hedging/pledging prohibited.
- External governance breadth: Governance chair at CHRW; audit/risk leadership at Visa enhances perspective without disclosed conflicts.
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Watch items
- Tenure: 12 years; Allstate applies additional independence review for long-tenured directors (Board concluded independence not diminished for long-serving directors generally). Continued refresh and periodic reassessment prudent.
- Multi-board service: Two other public boards; within Allstate’s limits. Monitor workload and potential emerging interlocks as ALL’s business evolves.
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Compensation posture (director): Balanced cash/equity mix; 2025 increase to align with peers; no performance-based director pay—appropriate for independence; NGSR oversees director compensation.
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Conflicts/related-party: None disclosed; anti-hedging/anti-pledging policies reduce alignment risks; strong ERRM and committee oversight processes.