Fred Donner
About Fred R. Donner
Fred R. Donner, age 67, is an independent director at Crawford & Company (CRD-A). He was appointed to the Board on November 2, 2023, and currently serves as Chair of the Audit Committee and is designated an “Audit Committee Financial Expert.” He is also a member of the Compensation and Human Capital Committee. Donner previously held senior roles at FTI Consulting, Travelers Insurance, and KPMG, bringing deep finance, accounting, insurance, and enterprise risk management expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FTI Consulting | Senior Managing Director, Global Insurance Practice | Apr 2018–Oct 2022 | Global insurance advisory experience |
| Travelers Insurance Co. | Various roles (2009–2017); EVP Enterprise Risk Management Officer and CFO, Business & International Insurance (2014–2017) | 2009–2017 (CFO/ERM: 2014–2017) | Finance leadership; ERM oversight within P&C insurance |
| KPMG | 23 years; National Partner-in-Charge, Insurance Practice | 23 years | Led U.S. insurance audit/advisory practice; technical accounting depth |
External Roles
| Company | Role/Committees | Tenure | Notes |
|---|---|---|---|
| Global Indemnity Group, LLC | Director; Chair, Enterprise Risk Management Committee; Chair, Nomination/Compensation/Governance Committee; Member, Audit Committee | Dec 2022–Jan 2025 | Public insurance company board leadership in risk and governance |
| Argo Group International Holdings | Independent Director; Chair, Audit Committee | May 2020–Dec 2022 | Audit leadership at a P&C insurer |
Board Governance
- Independence: Board determined all director nominees except the CEO are independent; Donner is independent .
- Committees and roles:
- Audit Committee: Chair (appointed March 14, 2024); committee comprised entirely of independent directors; Donner, Williams, and Bready designated Audit Committee Financial Experts; 10 meetings in 2024 .
- Compensation & Human Capital Committee: Member; all members independent; 5 meetings in 2024 .
- Attendance and engagement:
- Board held 5 meetings in 2024; each current director attended at least 75% of Board and committee meetings; all director nominees except Mr. Murphy attended the 2024 annual meeting .
- Independent directors held 5 executive sessions in 2024, presided over by the Non-Executive Chair .
- Related-party oversight: Audit Committee reviews and approves related party transactions under a written policy; none occurred in 2024 .
Fixed Compensation (Non-Employee Director)
| Element | Policy (2024) | Donner 2024 Actual |
|---|---|---|
| Annual cash retainer | $50,000 (paid quarterly) | Included in total cash below |
| Board/committee meeting fees | $1,500 per meeting | Included in total cash below |
| Audit Committee Chair retainer | $25,000 (paid quarterly) | Included in total cash below |
| Total cash fees | — | $98,750 |
Performance Compensation (Non-Employee Director)
| Equity Award | Policy/Structure | Donner 2024 Actual | Vesting/Performance |
|---|---|---|---|
| Annual restricted share award | $90,000 grant date fair value (Non-Employee Director Stock Plan) | $89,990 (grant date fair value) | Vested in full on Dec 31, 2024; time-based (no performance metrics) |
The Company pays no option awards to directors (Donner had $0 option awards in 2024) .
Other Directorships & Interlocks
| Company | Sector Link to CRD-A | Potential Interlock/Conflict Considerations |
|---|---|---|
| Global Indemnity Group, LLC (Dec 2022–Jan 2025) | P&C insurance (potential client/industry partner) | No CRD-A related-party transactions disclosed for 2024; Audit Committee oversees such matters |
| Argo Group International Holdings (May 2020–Dec 2022) | P&C insurance | Former role; no 2024 related-party transactions disclosed |
Expertise & Qualifications
- Audit and financial expertise: Designated “Audit Committee Financial Expert”; extensive CFO, ERM, and audit leadership across insurance sector .
- Industry experience: Senior finance and risk roles at Travelers; led KPMG’s U.S. insurance practice; consulting leadership at FTI Consulting .
- Governance credentials: Chaired multiple board committees at other public insurers (risk, audit, nominating/compensation/governance) .
Equity Ownership
| Measure | Status |
|---|---|
| Beneficial ownership (Class A) | 18,563 shares |
| Beneficial ownership (Class B) | None disclosed |
| Director stock ownership guideline (2024) | $200,000 or 25,000 shares |
| Compliance timing | Donner has until November 2, 2025 to meet the guideline |
| Hedging/pledging | Prohibited for directors (no hedging or pledging) |
Governance Assessment
- Strengths
- Independent Audit Chair and SEC-defined financial expert with deep insurance and ERM background, enhancing financial oversight and risk governance .
- Active committee cadence (Audit 10x; Comp & HC 5x) and Board/committee attendance ≥75% for all current directors, indicating engagement .
- Robust policies: prohibitions on hedging/pledging and an updated clawback policy compliant with SEC/NYSE standards .
- No related-party transactions in 2024; Audit Committee formally oversees such matters via policy .
- Watch items
- Controlled company dynamics: Majority voting power resides with the Crawford family (e.g., Jesse C. Crawford beneficially owns 67.7% of Class B), placing a premium on independent committee leadership like Donner’s to protect minority shareholders .
- Auditor transition: EY was dismissed after completing FY2024; KPMG appointed for FY2025 (no disagreements or reportable events disclosed), a neutral-to-watch governance event for the Audit Chair to oversee implementation .
- Ownership alignment: Donner’s beneficial ownership is below the $200,000/25,000-share guideline threshold today but he remains within the permitted compliance window to November 2, 2025 .
Compensation Committee Analysis (context for governance quality)
- Independence and process: Compensation & Human Capital Committee members are independent; five meetings in 2024; engagement of Pay Governance LLC as independent consultant with no conflicts identified .
- Benchmarking: Multi-pronged market approach (survey, customized business services peer group, and insurance comparators) underpins pay decisions .
- Shareholder feedback: Most recent say‑on‑pay (2023) received approximately 92.1% support, indicating broad investor alignment at that time .
No additional conflicts, related-party exposures, or legal/regulatory proceedings involving Donner were disclosed by the Company in 2024 .