Jesse Crawford Jr.
About Jesse C. Crawford, Jr.
Jesse C. Crawford, Jr., age 35, is the Non-Executive Chair of the Board at Crawford & Company (CRD-A). He was elected to the Board on May 12, 2015 and became Non-Executive Chair on December 6, 2023; he is described as an independent investor and the son of Jesse C. Crawford, the Company’s majority shareholder . The Board has determined, under NYSE standards and the Company’s Corporate Governance Guidelines, that all director nominees are independent except the CEO; this includes Mr. Crawford, Jr. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crawford & Company | Director | Elected May 12, 2015 | Non-Executive Chair since Dec 6, 2023; presides over independent director sessions |
| — | Independent investor | Not disclosed | Background noted; no additional employer history disclosed |
External Roles
No public, private, or non-profit external directorships disclosed for Mr. Crawford, Jr. in the latest proxy .
Board Governance
- Independence: Board determined all nominees are independent except the CEO; Mr. Crawford, Jr. is treated as independent under NYSE standards .
- Roles: Non-Executive Chair of the Board since December 6, 2023; presides at independent director executive sessions .
- Committee memberships:
- Executive Committee: Chair; members include Messrs. Crawford (senior), Patel, and Verma; held 1 meeting in 2024 .
- Governance Committee: Member; committee chaired by Mr. Patel; held 4 meetings in 2024 .
- Attendance: In 2024, the Board held 5 meetings; each current director attended at least 75% of meetings of the Board and committees on which they served .
- Executive sessions: Independent directors met 5 times in 2024; chaired by Mr. Crawford, Jr. .
- Board structure: Separation of Chair and CEO roles affirmed to enhance oversight, independence, and accountability .
Fixed Compensation
Director pay structure (2024):
| Element | Value | Notes |
|---|---|---|
| Annual cash retainer (paid quarterly) | $50,000 | Standard for all non-management directors |
| Chair of the Board (paid quarterly) | $100,000 | Applies to Non-Executive Chair role |
| Executive Committee Chair (paid quarterly) | $12,000 | Committee chair fee |
| Board meeting fee (per meeting) | $1,500 | Applies each meeting attended |
| Committee meeting fee (per meeting) | $1,500 | Applies each committee meeting attended |
2024 actual compensation for Mr. Crawford, Jr.:
| Component | Amount |
|---|---|
| Cash fees earned/paid | $180,000 |
| Stock awards (grant-date fair value) | $89,990 |
| Options | — (none) |
| Total | $269,990 |
Stock ownership guidelines for directors: Required to own $200,000 in shares or 25,000 shares; all current non-employee directors were in compliance in 2024 except Mr. Donner and Mr. Murphy (who have compliance windows); Mr. Crawford, Jr. is in compliance .
Performance Compensation
- Equity grant form: Restricted share awards to directors (time-vested, not performance-based) .
- Vesting: 2024 director restricted share awards vested in full on December 31, 2024 .
- Options/PSUs: No option or PSU awards to directors disclosed .
| Equity Component | Grant-Year | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|
| Restricted share award | 2024 | $89,990 | Vested 100% on Dec 31, 2024 |
Note: Non-employee director compensation is not tied to corporate performance metrics; equity is time-vested. Executive pay metrics (not applicable to directors) include revenue, adjusted operating earnings, EPS, and adjusted operating margin .
Other Directorships & Interlocks
| Entity | Role | Potential Interlock/Conflict Indicator |
|---|---|---|
| Crawford & Company Executive Committee | Chair | Serves alongside his father (majority shareholder) and CEO; authority between Board meetings |
| Crawford & Company Governance Committee | Member | Committee oversees governance, ERM, succession; includes Mr. Crawford (senior) |
- Majority shareholder relationship: Mr. Crawford (senior) beneficially owns ~67.7% of Class B shares, controlling voting power; family representation is expressly part of Board succession planning .
Expertise & Qualifications
- Background: Independent investor; Board succession planning aims to maintain Crawford family representation due to controlling interest .
- Governance leadership: Non-Executive Chair responsibilities, presiding over independent sessions; oversight emphasis via separation from CEO role .
- Committee oversight exposure: Executive (Board authority between meetings) and Governance (ERM, compliance, director performance/succession) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | % of Class A Outstanding | % of Class B Outstanding |
|---|---|---|---|---|
| Jesse C. Crawford, Jr. | 1,508,084 | 49,248 | 5.0% | — (<1%) |
Notes:
- Includes 10 shares of Class A and 10 shares of Class B held in spouse’s account (no voting/dispositive power) .
- Excludes 298,685 Class A shares held in trusts where he is beneficiary but without voting/dispositive power .
- Stock ownership policy: Prohibits hedging and pledging by directors and officers; transactions in margin accounts are barred .
- Director ownership guideline compliance: In compliance as of 2024 .
Governance Assessment
-
Strengths:
- Separation of Chair and CEO roles; independent director executive sessions chaired by Non-Executive Chair .
- Clear committee oversight: Governance (ERM/compliance/succession) and Executive (between-meeting authority) .
- Attendance: At least 75% attendance at Board/committee meetings; active engagement indicated by five independent director sessions .
- Policies: Robust hedging/pledging prohibitions; updated clawback policy for executives; insider trading policy and transparency on auditor transition .
-
Risks/RED FLAGS:
- Controlling shareholder dynamics: Family maintains controlling interest; father is majority shareholder and director, with committee roles. While independence is affirmed under NYSE standards, perceived conflicts risk exists given familial ties and voting control .
- Committee interlocks: Executive and Governance committees include both father and son; decision influence may be concentrated in family members .
-
Mitigants:
- Related-party scrutiny: Audit Committee oversees related-party transactions policy; Company reported no related-party transactions in 2024 .
- Director compensation aligned with service (cash + time-vested equity) and ownership guidelines promoting alignment; Mr. Crawford, Jr. meets guidelines .
- Shareholder feedback: Prior say-on-pay approval at ~92.1% (advisory) indicates generally positive investor sentiment towards compensation governance (executive pay context) .
Related Party Transactions
- 2024 disclosure: No related-party transactions involving directors or family members were reported .
- Policy: Audit Committee reviews and approves related-party transactions per written policy designed to prevent conflicts and ensure proper valuation .
Director Compensation Details (Context)
| Category | 2024 Structure |
|---|---|
| Cash Retainer | $50,000 (quarterly) |
| Chair of Board | $100,000 (quarterly) |
| Executive Committee Chair | $12,000 (quarterly) |
| Meeting Fees | $1,500 per Board/committee meeting |
| Equity | $90,000 restricted shares (annual grant); vested fully on Dec 31, 2024 |
Mr. Crawford, Jr.’s 2024 total director compensation: $269,990 (cash $180,000; stock $89,990) .
Insider Trades and Section 16 Compliance
- Section 16(a) compliance: Company states all officers, directors, and 10% owners timely complied in 2024 .
- Form 4 detail: Specific Form 4 transactions for Mr. Crawford, Jr. not detailed in the proxy; Section 16 compliance narrative only .
Say-on-Pay & Shareholder Feedback (Context)
- Most recent advisory say-on-pay (2023): ~92.1% “for” votes; committee considered outcome in its oversight of executive compensation programs .
Committee Structure Snapshot (2024)
| Committee | Chair | Members | Meetings (2024) |
|---|---|---|---|
| Executive | Jesse C. Crawford, Jr. | J. C. Crawford (senior), Patel, Verma | 1 |
| Governance | Patel | J. C. Crawford (senior), J. C. Crawford, Jr., Murphy, Hannusch | 4 |
| Compensation & Human Capital | Beale | Crawford (senior), Donner, Murphy | 5 |
| Audit | Donner | Beale, Bready, Hannusch, Williams | 10 |
Note: The Compensation & Human Capital Committee membership lists “Crawford” without the “Jr.” suffix; context and the committee’s signed report indicate Jesse C. Crawford (senior) as a member, not Mr. Crawford, Jr. .
Equity Ownership Concentration (Context)
| Beneficial Owner | Class B Shares | % of Class B |
|---|---|---|
| Jesse C. Crawford (senior) | 12,956,597 | 67.7% |
This concentrated voting power amplifies governance sensitivity to independence and committee composition in any matters involving family interests .
Policies Relevant to Alignment and Risk
- Hedging/pledging prohibition for directors/officers; margin accounts not permitted .
- Executive compensation clawback policy updated July 28, 2023; reflects culture emphasizing integrity (executive context) .
- Insider trading policy applied to directors/officers; filed as 10-K exhibit .
Summary Implications for Investors
- Board leadership under an independent Non-Executive Chair, with regular executive sessions, is a constructive governance feature; however, dual family presence (father as majority owner and director; son as Chair and committee member) raises perceived conflict risk despite formal independence determinations .
- No related-party transactions in 2024 and strong policies (hedging/pledging bans, clawback for executives) are mitigants; continued monitoring of committee decisions involving family interests is warranted .