Bruce Swain Jr.
About Bruce Swain Jr.
W. Bruce Swain, Jr. is Executive Vice President and Chief Financial Officer of Crawford & Company and is 61 years old . He has served as CFO since October 2006 (previously SVP & interim CFO from May 2006; SVP & Controller since January 2000), indicating deep institutional knowledge across finance, controls, and reporting . In 2024, company performance metrics that drive incentive pay included revenue before reimbursements of $1,293.9 million, adjusted operating earnings of $82.5 million (6.4% adjusted operating margin), and adjusted EPS of $0.74 used for LTIP calibration; the 2022–2024 PSU cycle paid 0% due to below-threshold EPS, underscoring pay-for-performance . Total shareholder return for 2020–2024 shows CRD-A at $66→$116 and CRD-B at $73→$133 versus S&P P&C peer index at $106→$220 (value of a $100 initial investment), providing context for long-term alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crawford & Company | EVP & Chief Financial Officer | Oct 2006–present | Long-tenured CFO overseeing global finance and capital allocation |
| Crawford & Company | SVP & interim CFO | May 2006–Oct 2006 | Transition stewardship of finance function |
| Crawford & Company | SVP & Controller | Jan 2000–May 2006 | Led financial reporting and controls |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $475,000 | $475,000 | $484,808 |
| Year-over-Year Salary Change | — | 0.0% | 2.1% (Company table) |
| Stock Awards (Grant-date fair value) | $457,253 | $455,954 | $474,257 |
| Non-Equity Incentive Plan Compensation (STIP) | $146,904 | $296,845 | $106,408 |
| Nonqualified Deferred Compensation Earnings | $0 (net of pension item per note) | $45,490 | $25,150 |
| All Other Compensation (perquisites, DC/SERP, 401(k), insurance, car) | $31,114 | $37,400 | $29,307 |
| Total Compensation | $1,110,271 | $1,310,689 | $1,119,930 |
2024 “All Other Compensation” detail included: $7,332 company deferred comp contribution; $10,350 to 401(k); $4,471 life insurance premiums; $5 gift card; $7,149 company car .
Performance Compensation
Annual Cash Incentive (STIP)
- Target opportunity: 57.5% of base salary; threshold 17.25%; maximum 115% .
- 2024 performance metrics and weights: Revenue (25%), Adjusted Operating Earnings (50%), Adjusted Operating Margin (25%) .
| Metric | Threshold Goal (% of target) | Target Goal | Maximum Goal (% of target) | Actual 2024 | Weight |
|---|---|---|---|---|---|
| Revenue | 95% | $1,302.9m | 110% | $1,293.891m | 25% |
| Adjusted Operating Earnings | 90% | $91.5m | 115% | $82.5m | 50% |
| Adjusted Operating Margin | 95% | 7.0% | 110% | 6.4% | 25% |
| 2024 STIP Outcome | Amount | % of Target |
|---|---|---|
| W. Bruce Swain, Jr. | $106,408 | 38.2% |
Funding thresholds: company OE ≥$68.6m and revenue ≥$1,172.6m; payouts varied linearly between thresholds and caps; FX and unusual items adjusted per committee discretion .
Long-Term Incentives (LTIP)
- 2024 target LTIP value: $500,000 (50% PSUs; 50% time-vested RSUs); elected 100% share settlement .
- 2024 PSU metric: 2024–2026 cumulative EPS; 30% payout at ≥$2.64; 100% at $2.95–$3.11; 200% at ≥$3.42; 0% below $2.64 (plan adjustments applied per LTIP) .
| 2024 Grants (2/7/2024) | Threshold (#) | Target (#) | Max (#) | Grant-date FV |
|---|---|---|---|---|
| PSUs (EPS 2024–2026) | 6,178 | 20,593 | 41,186 | Included in $474,257 total |
| Time-vested RSUs | — | 20,593 | — | Included in $474,257 total |
- Prior PSU outcome: 2022–2024 EPS below threshold → 0% payout; committee certified no payout .
Outstanding Equity and Vesting Schedule (as of 12/31/2024)
| Award Type | Units Outstanding | Vesting Terms / Dates |
|---|---|---|
| RSUs | 40,783 | Vest 100% on 12/31/2025 |
| RSUs | 13,867 | 34% vests 12/31/2025 (after 33% 12/31/2023 and 33% 12/31/2024) |
| RSUs | 20,593 | Vest 100% on 12/31/2026 |
| RSUs | 13,798 | 33% vests 12/31/2025; 34% vests 12/31/2026 (33% vested 12/31/2024) |
Implication: Concentrated vesting events on 12/31/2025 and 12/31/2026 can create incremental selling pressure windows as awards vest and settle .
Stock Options (Legacy Grants)
| Options Exercisable | Exercise Price | Expiration |
|---|---|---|
| 35,919 | $9.22 | 2/08/2027 |
| 36,010 | $8.60 | 2/07/2028 |
| 38,880 | $9.70 | 2/11/2029 |
| 42,319 | $9.01 | 2/10/2030 |
Equity Ownership & Alignment
| Ownership (as of 3/14/2025) | Class A | Class B | % of Class A | % of Class B |
|---|---|---|---|---|
| W. Bruce Swain, Jr. (incl. options exercisable within 60 days) | 482,118 | 1,000 | 1.6% | — (<1%) |
- Stock ownership guidelines: Executive Vice Presidents required to hold 2.0x base salary or 120,000 shares; 75% net retention of shares until met; all NEOs compliant except Mr. Hoberman—implies Mr. Swain is compliant .
- Hedging/pledging: Prohibited for officers/directors; no margin or collateralized pledging allowed .
- Clawback: Restatement-based recovery per SEC/NYSE rule; also allows recovery for material misconduct irrespective of restatement; 3-year lookback; no indemnification .
- Nonqualified deferred compensation (Swain): 2024 executive contributions $106,869; company $7,332; earnings $44,513; withdrawals $85,270; year-end balance $777,294 .
- Pension: Present value of accumulated benefit $241,142 (Crawford Retirement Plan; plan frozen) .
Employment Terms
| Provision | Terms |
|---|---|
| Base salary floor | At least $457,600; eligible for STIP and LTIP; car and life insurance benefits |
| Severance (no-cause termination or change-in-control) | 18 months’ base salary + pro-rata bonus for year of termination; subject to release and non-compete/non-solicit |
| Restrictive covenants | Confidentiality, non-competition, non-disclosure, non-solicitation during employment and post-termination period |
| CIC equity acceleration (plan terms) | Time-vested awards: 100% vest on CIC; earned performance awards: pro-rata vesting as of CIC date |
| Modeled Payouts if event on 12/31/2024 | Termination in Connection with CIC | Termination Without Cause |
|---|---|---|
| Cash Severance | $833,908 | $833,908 |
| Stock Awards (accelerated/vested) | $709,524 | $709,524 |
| COBRA Benefit | $23,448 | $23,448 |
| Total | $1,566,880 | $1,566,880 |
Performance & Track Record
| Company Performance | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR value of $100 (Class A / Class B) | $66 / $73 | $69 / $78 | $53 / $57 | $129 / $145 | $116 / $133 |
| Peer TSR (S&P P&C Index) | $106 | $125 | $149 | $164 | $220 |
| Net income attributable to shareholders ($000s) | $28,296 | $30,692 | $(18,305) | $30,609 | $26,529 |
| 2024 Operating Metrics | Value |
|---|---|
| Revenue before reimbursements (millions) | $1,293.9 |
| Adjusted Operating Earnings (millions) | $82.5 |
| Adjusted Operating Margin | 6.4% |
| EPS used for 2023–2025 and 2024–2026 PSU calibration | $0.74 |
- Incentive plan design changes emphasize operating margin to address underperforming areas and maintain growth/earnings balance; 2024 payouts for corporate metrics were below target (38.2% factor), consistent with pay-for-performance .
- Say-on-pay: 92.1% approval at 2023 annual meeting, indicating strong shareholder support for compensation practices .
- Benchmarking: Target each element near market median using a multi-pronged comparator approach; independent consultant Pay Governance advises the committee .
Compensation Structure Analysis
- Mix and risk: Predominantly at-risk pay through STIP and LTIP; 50/50 split of PSUs and time-vested RSUs in LTIP; no option grants in 2024 (legacy options remain outstanding) .
- Metric rigor: 2024 STIP included revenue (25%), adjusted operating earnings (50%), and adjusted operating margin (25%), with explicit threshold and max bands; PSU metric solely cumulative EPS with tight target band ($2.95–$3.11 pays 100%) and zero payout below threshold ($2.64) .
- Realized alignment: Corporate STIP factor 38.2% and 0% PSU payout for 2022–2024 reflect downside alignment when results are below targets .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; clawback compliant with NYSE Rule 10D and extended to misconduct; ownership guidelines enforced with retention requirement .
- No related party transactions in 2024 .
- Auditor rotation to KPMG after EY dismissal post-2024 audit; no disagreements or reportable events noted with EY .
Investment Implications
- Alignment: High stock ownership (1.6% of Class A) and compliance with ownership guidelines, combined with robust hedging/pledging prohibitions and a broad clawback policy, point to strong alignment with shareholders and lower governance risk .
- Incentive sensitivity: 2024 corporate STIP payout at 38.2% and zero payout on 2022–2024 PSUs demonstrate real downside sensitivity; forward PSU payout hinges on achieving 2024–2026 cumulative EPS in the $2.95–$3.11 target band, providing a clear earnings roadmap .
- Supply/overhang: Concentrated RSU vestings on 12/31/2025 and 12/31/2026 (and legacy options expiring 2027–2030) create identifiable windows of potential insider selling pressure; monitoring Form 4s around these dates is prudent .
- Retention vs. cost: Severance at 18 months of salary plus pro-rata bonus (with single-trigger vesting for time-based equity on CIC) balances retention against cost; investors should track any changes to trigger mechanics and equity plan design in future proxies .
- Performance watchlist: With 2024 adjusted operating margin below target (6.4% vs. 7.0%), incremental improvements in margin and EPS are directly tied to incentive payouts and should be monitored as leading indicators of compensation realization and potential executive selling windows .