Larry Thomas
About Larry Thomas
Larry C. Thomas, age 65, is Executive Vice President and Global President, Platform Solutions at Crawford & Company (CRD-A), a role he has held since January 1, 2021. He previously led Specialty Solutions, U.S. Services, and U.S. Property & Casualty within Crawford, indicating deep operating experience across multiple business lines . Company performance context for 2024: revenue before reimbursements was $1,293.9 million, adjusted operating earnings were $82.5 million (6.4% margin), and the LTIP EPS baseline used for 2023–2025 and 2024–2026 PSU cycles was $0.74; Class A and Class B five-year TSR values at 12/31/2024 equated to $116 and $133 per initial $100 invested versus $220 for the S&P P&C Insurance peer group .
Past Roles
| Organization | Role | Years | Strategic scope/impact |
|---|---|---|---|
| Crawford & Company | EVP & Global President, Crawford Specialty Solutions | 2018–2020 | Led Specialty Solutions globally prior to Platform Solutions appointment |
| Crawford & Company | EVP & CEO, U.S. Services | Nov 2015–2017 | Ran U.S. Services business line |
| Crawford & Company | SVP & CEO, U.S. Property & Casualty | Jan 2015–Oct 2015 | Led U.S. P&C operations |
External Roles
No external directorships or outside roles were disclosed for Mr. Thomas in the executive officer biographies of the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $474,500 | $484,798 |
| Target annual bonus (% of salary) | 57.5% | 57.5% |
| Target annual bonus ($) | n/a | $278,875 (plan grant) |
| Maximum annual bonus (% of salary) | 115.0% | 115.0% |
| Maximum annual bonus ($) | n/a | $557,750 (plan grant) |
| Actual annual bonus paid ($) | $285,725 | $106,408 |
Performance Compensation
Short-Term Incentive Plan (STIP) – 2024 Design and Outcomes
| Metric | Weight | Threshold goal | Target goal | Maximum goal | Actual | Payout on metric |
|---|---|---|---|---|---|---|
| Revenue (before reimbursements) | 25% | 95% of target | 100% of target | 110% of target | $1,293.9m vs $1,302.9m target | 90.3% factor on metric |
| Adjusted Operating Earnings | 50% | 90% of target | 100% of target | 115% of target | $82.5m vs $91.5m target | 31.1% factor on metric |
| Adjusted Operating Margin | 25% | 95% of target | 100% of target | 110% of target | 6.4% vs 7.0% target | 0% (below threshold) |
| Funding threshold (Company-wide) | — | OE ≥ $68.6m and Revenue ≥ $1,172.6m | — | — | Met | — |
| Overall STIP achievement factor (Company-wide basis) | — | — | — | — | 38.2% of target | 38.2% |
Notes:
- For Messrs. Bart, Thomas, and Hoberman, operating margin goals were set at the business unit level; revenue and operating earnings goals aligned with corporate goals. Mr. Thomas’s overall payout was 38.2% of target, equating to $106,408 .
Long-Term Incentive Plan (LTIP) – 2024 Grants and Performance Conditions
| Element | 2024 Target value | Vehicle/mix | Metric | Threshold | Target | Maximum | Settlement | Status |
|---|---|---|---|---|---|---|---|---|
| LTIP award (Mr. Thomas) | $500,000 | 50% PSUs; 50% time-vested RSUs (3-year ratable vest) | 2024–2026 Cumulative EPS | $2.64 → 30% earn | $2.95–$3.11 → 100% earn | ≥$3.42 → 200% earn | Elected in shares | In flight |
| Prior PSU cycle (2022–2024) | — | PSU | Cumulative EPS | — | — | — | Shares | 0% earned (below threshold) |
Additional EPS context for PSU baselines (single-year EPS used for cumulative calc): $0.74 is used for 2023–2025 and 2024–2026 PSU calculations per LTIP plan terms .
Equity Ownership & Alignment
Beneficial Ownership and Guideline Compliance (as of Mar 14, 2025)
| Item | Detail |
|---|---|
| Class A shares beneficially owned | 393,430 (includes 153,128 options exercisable within 60 days) |
| Class B shares beneficially owned | 73 |
| % of Class A outstanding | 1.3% |
| Stock ownership guideline (EVP) | 2.0x base salary or 120,000 shares |
| Compliance status | All NEOs except Mr. Hoberman comply; thus Mr. Thomas in compliance |
| Hedging/pledging | Hedging and pledging prohibited for officers and directors |
| Clawback | Dodd-Frank compliant clawback adopted July 28, 2023; applies to incentive compensation for current/former executive officers |
Outstanding Equity – Options (12/31/2024)
| Grant (exercisable) | Strike ($) | Expiration |
|---|---|---|
| 35,919 options | 9.22 | 02/08/2027 |
| 36,010 options | 8.60 | 02/07/2028 |
| 38,880 options | 9.70 | 02/11/2029 |
| 42,319 options | 9.01 | 02/10/2030 |
Outstanding Equity – RSUs (12/31/2024) and Vesting Schedule
| Tranche | Shares | Vesting terms |
|---|---|---|
| Time-vested RSUs (Grant A) | 13,867 | 33% vested 12/31/2023; 33% vested 12/31/2024; 34% vests 12/31/2025 |
| Time-vested RSUs (Grant B) | 13,798 | 33% vested 12/31/2024; 33% vests 12/31/2025; 34% vests 12/31/2026 |
| RSUs (100% cliff) | 40,783 | Vest 100% on 12/31/2025 |
| RSUs (100% cliff) | 20,593 | Vest 100% on 12/31/2026 |
Additional Retirement/Deferred Alignment
| Program | 2024 detail |
|---|---|
| Pension (frozen qualified plan) – present value | $425,823 (Crawford & Company Retirement Plan) |
| Nonqualified Deferred Compensation – YE balance | $720,649 |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment agreement | Amended Oct 28, 2020; EVP role eligible for STIP and LTIP; benefits include life insurance; base salary subject to review |
| Severance (no cause or change-in-control) | Lump sum equal to 12 months base salary; subject to CEO determination re: CIC event; requires release and non-compete/non-disclosure |
| Non-compete / non-solicit | Confidentiality and non-solicitation agreement in place; restrictive covenants apply during and after employment |
| Equity acceleration/vesting | Death/disability/retirement/termination without cause: unvested earned performance awards continue to vest as if employed. CIC: unvested earned performance awards vest pro-rata; time-vested awards vest 100% at CIC |
| Clawback | Executive Compensation Clawback and Recoupment Policy (Exchange Act Rule 10D, NYSE) effective July 28, 2023 |
| Insider trading | Policy prohibits trading while aware of MNPI; policy filed as 10-K exhibit |
Compensation Structure Analysis
- Pay mix and at-risk structure: 2024 target incentive opportunities comprised annual cash (target 57.5% of salary) and LTIP (50% PSUs, 50% RSUs), with PSUs tied to 3-year cumulative EPS and time-vested RSUs facilitating retention .
- Performance linkage: 2024 STIP paid 38.2% of target (revenue ~90.3% factor, operating earnings ~31.1%, margin 0%), signaling pay-for-performance on under-target results; 2022–2024 PSUs paid 0% on below-threshold EPS, further reinforcing outcome sensitivity .
- Peer benchmarking and governance: Compensation targeted near market median using multi-pronged comparator sets; independent consultant (Pay Governance) engaged; 2023 say-on-pay support ~92.1% .
- Risk safeguards: Robust stock ownership guidelines, hedging/pledging prohibitions, and updated clawback policy reduce misalignment risk .
Risk Indicators & Red Flags
- PSU underperformance: 0% payout on 2022–2024 PSUs highlights execution risk on sustained EPS improvement required for future PSU vesting .
- Margin pressure: Corporate adjusted operating margin of 6.4% (below 7.0% target) drove 0% payout on the margin metric, underscoring profitability improvement needs .
- Auditor transition: EY replaced by KPMG for FY2025; no disagreements or reportable events disclosed, reducing audit risk concerns .
- Related party and pledging: No related party transactions in 2024; pledging prohibited, mitigating governance risks .
Equity Ownership & Alignment Summary Table
| Category | Data |
|---|---|
| Total beneficial ownership | 393,430 Class A; 73 Class B; 1.3% of Class A outstanding |
| Options exercisable within 60 days | 153,128 shares (various strikes/expirations) |
| Unvested RSUs scheduled to vest | 13,867 (final 12/31/2025); 13,798 (12/31/2025 and 12/31/2026); 40,783 (12/31/2025); 20,593 (12/31/2026) |
| Ownership guideline status | EVP guideline 2.0x salary or 120,000 shares; NEOs (except Hoberman) are compliant |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2023 | ~92.1% “For” votes |
Compensation Peer Group (2024 benchmarking inputs)
Agiliti; Barrett Business Services; CBIZ; CorVel; Cross Country Healthcare; CSG Systems International; HireRight; Kforce; Mistras Group; Resources Connection; Robert Walters plc; SThree plc. Target pay positioned near median across a multi-pronged benchmarking approach .
Investment Implications
- Incentive alignment is intact: Below-target 2024 STIP payout and a zero PSU vesting for 2022–2024 indicate compensation is responsive to underperformance, lowering the risk of pay without performance .
- Retention vs. selling pressure: Meaningful unvested RSU tranches vest on 12/31/2025 and 12/31/2026; monitor Form 4s around these dates for potential supply, though hedging/pledging prohibitions and ownership guidelines temper misalignment risk .
- Execution focus: Future PSU vesting requires achieving cumulative EPS thresholds ($2.64/$2.95–$3.11/$3.42+ for 30%/100%/200% earn-outs), making earnings growth and margin expansion critical levers for value creation and incentive realization .
- Governance is shareholder-friendly: Moderate severance (1x salary; no bonus multiple), double‑check CIC mechanics administered by CEO, strong clawback, and high say-on-pay support reduce headline governance risk .