Michael Hoberman
About Michael Hoberman
Michael J. Hoberman, age 64, is Senior Vice President and President, TPA North America at Crawford & Company, a role he has held since January 1, 2022 after serving as President, Crawford TPA Solutions from February 5, 2021; he joined Crawford in 2012 and previously served as Chief Client Officer of Broadspire (Jan 2016–Feb 2021) . Company performance context for 2024: revenue before reimbursements was $1,293.9 million, adjusted operating earnings $82.5 million, and adjusted operating margin 6.4% . Over the last three years, the value of a $100 initial investment in Crawford stock moved from $53 (Class A) and $57 (Class B) in 2022 to $116 (A) and $133 (B) in 2024, versus $220 for the S&P P&C peer index in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Crawford & Company | SVP & President, TPA North America | Jan 1, 2022 – Present | Leads TPA North America business (Broadspire) |
| Crawford & Company | President, Crawford TPA Solutions | Feb 5, 2021 – Dec 31, 2021 | Led U.S. TPA solutions prior to current role |
| Broadspire (Crawford TPA) | Chief Client Officer | Jan 2016 – Feb 2021 | Senior client leadership within TPA unit |
| Crawford & Company | Various executive claims, business development, account management roles | 2012 – 2016 | Progressively senior roles since joining in 2012 |
External Roles
- No external public-company directorships or outside roles are disclosed for Hoberman in the proxy’s executive officer biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 339,807 | 359,615 | 399,327 |
| Target STIP (% of salary) | — | — | 50% |
| Actual STIP Paid ($) | 88,747 | 252,141 | 176,312 |
| All Other Compensation ($) | 230,994 | 55,203 | 161,799 |
| Total Compensation ($) | 991,320 | 1,002,450 | 1,216,833 |
Notes:
- 2024 base salary rose 9.4% YoY (to $399,327) per the salary increase table .
- 2024 “All Other Compensation” includes $132,590 sales commission; $13,662 company deferred comp contribution; $10,350 401(k); $1,980 life insurance; $3,212 car; $5 gift card .
Performance Compensation
2024 STIP Design and Results
| Item | Detail |
|---|---|
| Metrics & Weights | Revenue (25%), Adjusted Operating Earnings (50%), Adjusted Operating Margin (25%) |
| Corporate Threshold/Target/Max setup | Revenue: 95%/100%/110% of target; Adjusted Operating Earnings: 90%/100%/115%; Adjusted Operating Margin: 95%/100%/110% |
| 2024 Corporate Actuals (for reference) | Revenue $1,293.9m; Adjusted Operating Earnings $82.5m; Adjusted Operating Margin 6.4% |
| Corporate Funding Factors | Revenue 90.3%; Adjusted Operating Earnings 31.1%; Operating Margin 0%; overall 38.2% of target |
| Hoberman STIP Payout | $176,312 (88.2% of target) reflecting business-unit performance weighting (business-unit margin targets applied; revenue and operating earnings consistent with corporate plan) |
2024 LTIP Awards (granted 2/7/2024)
| Award | Grant Date | Target Units/Value | Metric & Payout Curve | Vesting | Settlement |
|---|---|---|---|---|---|
| Performance Share Units (PSUs) | 2/7/2024 | 20,593 target units; threshold 6,178; max 41,186 | 2024–2026 cumulative EPS: 30% at $2.64; 100% at $2.95–$3.11; 200% at ≥$3.42; linear between points | Cliff at end of 2026 performance period | Executive elected share settlement |
| Time-vested RSUs | 2/7/2024 | 20,593 units | Time-based (no performance) | 100% on Dec 31, 2026 | Executive elected share settlement |
| 2024 LTIP target value split | — | $500,000 total: 50% PSUs / 50% RSUs | — | — | — |
Prior-cycle PSU outcome: the 2022–2024 PSU tranche paid 0% (below threshold) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 10,264 Class A shares; 0 Class B shares (less than 1%) |
| % of Class A Outstanding | ~0.034% (10,264 / 30,215,256 Class A shares outstanding as of Mar 14, 2025; calculation based on disclosed figures) |
| Options | None outstanding for Hoberman |
| Unvested RSUs at 12/31/2024 | 28,548 (vest 100% on 12/31/2025); 20,593 (vest 100% on 12/31/2026); 13,798 (33% vested 12/31/2024; 33% vests 12/31/2025; 34% vests 12/31/2026) |
| Market Value of Unvested RSUs | $330,015 (28,548); $238,055 (20,593); $159,505 (13,798) |
| Ownership Guidelines | Senior Vice Presidents: 1.0x salary OR 45,000 shares; must retain at least 75% of net shares until in compliance |
| Compliance Status | “Other than Mr. Hoberman, our named executive officers comply… He continues to accumulate and hold shares in pursuit of satisfying the guidelines.” |
| Hedging/Pledging | Hedging broadly prohibited; directors/officers may not pledge or margin Company securities |
Upcoming potential selling pressure windows (subject to trading windows and policy): 12/31/2025 (28,548 RSUs) and 12/31/2026 (at least 20,593 RSUs plus remaining 34% of 13,798) .
Employment Terms
- Agreement: Amended Executive Employment Agreement dated Feb 6, 2021; eligible for STIP and LTIP; base salary originally $330,000 (subsequently increased per annual decisions) .
- Severance (no-cause termination or change-in-control, as determined by CEO): Lump sum equal to 12 months of then-current base salary; subject to release, non-compete and non-disclosure covenants .
- Change-in-Control equity treatment:
- Time-vested awards: 100% vesting on the date of change-in-control (single-trigger) .
- Performance awards: Pro-rata vesting of earned performance awards upon termination in connection with a change-in-control (double-trigger; pro-rata at 100% target for table illustrative purposes) .
- Illustrative termination/CIC values at 12/31/2024: Cash severance $576,312; stock awards $515,377; COBRA benefit $23,448; death life insurance $300,000; disability benefits $410,628 .
- Clawback: Executive compensation clawback policy adopted July 28, 2023; applies to current/former executive officers; recovery tied to accounting restatements and certain misconduct; no indemnification for recovered amounts .
- Deferred Compensation: 2024 company contribution $13,662; preferential earnings $5,138; year-end balance $88,944 .
Compensation Structure Analysis
- Mix and momentum: In 2024, salary rose 9.4% YoY while STIP payout declined to $176k from $252k in 2023; stock awards increased to $474k (from $332k in 2023); “All Other Compensation” rose due to a $132.6k sales commission .
- Pay-for-performance: Corporate-wide STIP funding was 38.2% of target, but Hoberman earned 88.2% of target driven by business-unit performance weighting (revenue/operating earnings aligned with corporate; unit-specific margin applied) .
- Long-term rigor: 2022–2024 PSUs paid 0%, indicating elevated threshold/targets or underperformance on cumulative EPS; 2024–2026 PSU payout requires cumulative EPS of $2.64/$2.95–$3.11/$3.42 for 30%/100%/200% .
Performance & Track Record (Company context during tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Revenue before Reimbursements ($m) | — | — | 1,293.9 |
| Adjusted Operating Earnings ($m) | — | — | 82.5 |
| Adjusted Operating Margin (%) | — | — | 6.4% |
| Value of $100 Investment (Class A / Class B) | 53 / 57 | 129 / 145 | 116 / 133 |
| Peer Index ($100) | 149 | 164 | 220 |
Note: Crawford discloses these are the most important compensation-linked measures: revenue, adjusted operating earnings, adjusted operating margin, and adjusted EPS for LTIP .
Compensation Committee, Peer Benchmarking, Say‑on‑Pay
- Committee/consultant: Compensation and Human Capital Committee engaged Pay Governance LLC in 2024; multi-pronged benchmarking (general industry, customized business services peer group, insurance peer group) .
- Policy safeguards: Ownership guidelines, hedging/pledging prohibition, and clawback policy in place .
- Say‑on‑Pay: At the 2023 annual meeting, 92.1% of votes cast supported NEO compensation .
Related Party Transactions
- The Company reported no related party transactions in 2024 .
Investment Implications
- Alignment and retention: Hoberman’s STIP payout at 88.2% vs corporate 38.2% suggests above-corporate execution in his TPA unit, supporting at-risk pay alignment; however, PSUs for 2022–2024 paid 0%, reducing realized equity and potentially moderating near-term selling pressure .
- Ownership shortfall: He is the only NEO not yet at ownership guideline levels (requires 1x salary or 45k shares); policy compels 75% net retention of vested shares until compliance, supporting alignment but implying limited selling capacity until thresholds are met .
- Deal incentives: Single-trigger vesting for time-based awards at change-in-control and a 12-month salary severance create meaningful transaction economics; PSUs are effectively double-trigger (pro-rata upon termination with CIC), helping mitigate windfall risk .
- Vesting overhang: Concentrated vesting dates (12/31/2025 and 12/31/2026) for 62,939+ RSUs may create localized supply overhang in applicable trading windows, subject to insider trading policy constraints .
- Pay mix evolution: 2024 features higher equity grant value and reduced STIP vs 2023, with substantial “All Other Compensation” from a sales commission—investors should monitor future CD&A for repeatability of sales-linked payments and mix of fixed vs variable pay .