Jesse Crawford
About Jesse C. Crawford
Jesse C. Crawford, age 76, is the retired CEO of Crawford Media Services (2010–2019) and previously President & CEO of Crawford Communications for over 25 years; he has served on Crawford & Company’s Board since April 1986 and is the father of Non‑Executive Chair Jesse C. Crawford, Jr. The Company describes him as its majority shareholder and notes his long service and services-sector leadership as core credentials; the Board has determined he is independent under NYSE standards (all nominees except the CEO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crawford Media Services, Inc. | Chief Executive Officer | 2010–2019 | Led Atlanta-based electronic media services provider |
| Crawford Communications, Inc. | President & Chief Executive Officer | 25+ years (prior to 2010) | Ran full-service teleproduction company (audio/video, post, satellite, animation/effects) |
| Crawford & Company | Director | Since April 1986 | Long-serving director; majority shareholder representation on Board |
Board Governance
- Committee memberships: Executive Committee member (Executive Committee: Chair J.C. Crawford Jr.; members include “Messrs. Crawford, Patel, and Verma”) . Governance Committee member (members include “Mr. Patel (Chair), and Messrs. Crawford, Crawford, Jr. and Murphy, and Ms. Hannusch”) . Compensation and Human Capital Committee member (committee consists of “Ms. Beale (Chair) and Messrs. Crawford, Donner, and Murphy”) .
- Not listed as an Audit Committee member (Audit Committee members are Donner (Chair), Beale, Bready, Hannusch, Williams) .
- Independence: Board determined all director nominees are independent except CEO Rohit Verma; by implication, Jesse C. Crawford is deemed independent under NYSE standards .
- Attendance: Board met 5 times in 2024; each current director attended ≥75% of Board and relevant committee meetings; all nominees except Mr. Murphy attended the 2024 annual meeting .
- Executive sessions: Independent directors met 5 times in 2024; presided over by Non‑Executive Chair Jesse C. Crawford, Jr. .
- Board size: 9 directors; nominees presented for election at the 2025 meeting .
Fixed Compensation
- Director fee structure (2024):
- Annual cash retainer: $50,000; Board and committee meeting fees: $1,500 per meeting; annual director RSU/stock award: $90,000; Chair stipends: Board Chair $100,000; Audit Chair $25,000; Compensation Chair $15,000; Governance Chair $12,500; Executive Committee Chair $12,000 .
- 2024 actual compensation (non‑employee director):
- Fees earned/paid in cash: $74,000; Stock awards (grant date fair value): $89,990; Total: $163,990 .
- Equity grant vesting: 2024 director restricted share awards vested in full on December 31, 2024 .
Performance Compensation
- Directors receive time‑based restricted share awards; no disclosed performance metrics apply to director equity grants; 2024 director restricted share awards vested fully on December 31, 2024 .
- Ownership guidelines (directors): Required to own shares equal to $200,000 or 25,000 shares; all current non‑employee directors are in compliance except Donner (until Nov 2, 2025) and Murphy (until Jun 25, 2026) .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Jesse C. Crawford in his nominee biography .
- Compensation Committee interlocks: None; no member of the Company’s Compensation and Human Capital Committee served on another company’s board/compensation committee where a Company executive served as a member .
Expertise & Qualifications
- Senior leadership of services businesses (including international and disaster recovery components), deep Company knowledge from >35 years on the Board, and majority shareholder perspective cited by the Board as qualifications .
Equity Ownership
| Security Class | Beneficial Ownership (Shares) | % of Class Outstanding | Notes |
|---|---|---|---|
| Class A Common Stock | 10,760,178 | 35.6% | Includes holdings across multiple trusts and entities (e.g., Rex Holdings, LLC; Keepers, LLC; 2012 Family Trust; irrevocable family trusts; Crawford Partners, L.P.) with described voting/dispositive powers . |
| Class B Common Stock | 12,956,597 | 67.7% | Majority voting control; Schedule 13D/A indicates sole voting/dispositive power directly or via Liverpool II, LLC and Crawford Partners, L.P. . |
- Hedging/pledging policy: Company prohibits directors from hedging and pledging Company securities or holding them in margin accounts .
- Director ownership guidelines: Non‑employee director compliance as noted above; implies compliance by Jesse C. Crawford .
Governance Assessment
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Strengths/signals supporting investor confidence:
- Significant “skin in the game”: 35.6% of Class A and 67.7% of Class B, aligning incentives with long‑term value creation .
- Independent consultant (Pay Governance LLC) engaged on compensation; Committee concluded no consultant conflicts, which supports process integrity (context for overall Board compensation governance) .
- Prohibition on hedging/pledging by directors; robust clawback policy for executives (broader governance hygiene) .
- Say‑on‑pay support was ~92.1% at the 2023 annual meeting, indicating broad shareholder support for pay programs at that time .
- Meeting attendance thresholds met; independent director executive sessions held regularly, chaired by a non‑executive chair .
-
Risk indicators and potential conflicts (monitoring items):
- RED FLAG: Controlling shareholder and father of the Board Chair (Jesse C. Crawford, Jr.)—raises concerns about potential influence and perceived independence despite Board’s NYSE independence determination .
- RED FLAG: Service on Governance and Compensation and Human Capital Committees (agenda‑setting and pay oversight) while being the controlling shareholder; though permitted and deemed independent under NYSE standards, many investors scrutinize this structure for potential conflicts .
- Mitigants: Related‑party transactions policy overseen by Audit Committee; Company disclosed no related‑party transactions in 2024 .
Director Compensation (Detail)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard director retainer . |
| Meeting fees (Board/Committee) | $1,500 per meeting | Applied per attendance . |
| Equity grant (restricted shares) | $90,000 | Granted annually; vested 12/31/2024 . |
| 2024 actual – Fees earned/paid in cash | $74,000 | For Jesse C. Crawford . |
| 2024 actual – Stock awards (grant date FV) | $89,990 | For Jesse C. Crawford . |
| 2024 actual – Total | $163,990 | For Jesse C. Crawford . |
Committee Assignments (Snapshot)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Executive Committee | Member (Committee chaired by J.C. Crawford Jr.) | 1 |
| Governance Committee | Member | 4 |
| Compensation & Human Capital Committee | Member | 5 |
| Audit Committee | Not listed as member | 10 (committee members are Donner (Chair), Beale, Bready, Hannusch, Williams) |
Additional Governance Disclosures
- Independence determination: All nominees independent except CEO; applies to Mr. Crawford .
- Section 16 filings: Company believes all officers/directors and >10% holders complied timely in 2024 .
- No related‑party transactions in 2024; Audit Committee reviews any such transactions per policy .