Rohit Verma
About Rohit Verma
Rohit Verma, age 50, is President and Chief Executive Officer of Crawford & Company and has served as CEO since May 15, 2020; he also became President effective January 1, 2024 . In 2024, company performance metrics used by the Compensation Committee included revenue of $1,293.9 million, adjusted operating earnings of $82.5 million, adjusted operating margin of 6.4%, and LTIP EPS metric of $0.74 (as adjusted) . Over the last five fiscal years, Crawford’s cumulative TSR for Class A/B shares reached 116/133 by 2024 versus 220 for the S&P Property-Casualty peer index, signaling underperformance versus peers over that window .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crawford & Company | EVP & Global COO | Jul 2017–May 2020 | Led operations globally prior to elevation to CEO, supporting strategy, growth and operational execution . |
| Zurich North America | Regional Executive, Southern Region; other executive roles across underwriting, finance, strategy, and general management | ≈10 years | Accountable for profitable growth and market execution; multi-disciplinary executive experience . |
| McKinsey & Company | Management Consultant | Not disclosed | Led cross-functional strategy/finance/IT engagements; foundational strategic toolkit . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ameritas | Director | Current | External board experience; governance and industry perspective . |
| Northwestern University | Industry Advisory Board Member | Current | Industry-academic linkage; talent and innovation insights . |
| Georgia Tech | Industry Advisory Board Member | Current | Ecosystem connectivity; technology and innovation input . |
Board Service
- Director since May 15, 2020; currently serves on the Board’s Executive Committee alongside the Non-Executive Chair and others .
- Independence: Board determined all nominees are independent except Mr. Verma (as CEO) .
- Governance structure: Non-Executive Chair role (held by Jesse C. Crawford, Jr.) is separated from the CEO to enhance oversight and independence; independent directors held five executive sessions in 2024 .
- Dual-role implications: As CEO-director, he participates on the Executive Committee (which can exercise Board authority between meetings), increasing influence; mitigants include independent committee leadership and separated Chair role .
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 716,250 | 803,293 | 12.2% YoY increase . |
| Target Annual Bonus (% of salary) | 100% target; 30% threshold; 200% max (CEO STIP grid) | 100% target; 30% threshold; 200% max | Unchanged target structure. |
| Actual Annual Bonus ($) | 661,686 | 307,157 | Reflects 2024 achievement factor (38.2% of target) . |
| Director Fees | — | — | No additional board pay for employee directors . |
Perquisites and other compensation (2024): $46,128 total, incl. $20,429 company deferred comp contribution, $10,350 401(k) contribution, $3,287 life insurance premiums, $12,000 car allowance, $62 gifts .
Performance Compensation
Short-Term Incentive Plan (STIP) design and 2024 outcome:
- Weighting: Revenue 25%, Adjusted Operating Earnings 50%, Adjusted Operating Margin 25% .
- Funding thresholds (min to pay): Operating earnings ≥ $68.6m; revenue ≥ $1,172.6m .
- 2024 corporate results used for STIP: Revenue $1,293.891m; Adjusted Operating Earnings $82.5m; Adjusted Operating Margin 6.4% (with approved adjustments and FX) .
| STIP Metric (Corporate) | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Revenue ($m) | 25% | 1,237.8 | 1,302.9 | 1,433.2 | 1,293.891 | 90.3% for this metric |
| Adjusted Operating Earnings ($m) | 50% | 82.4 | 91.5 | 105.2 | 82.5 | 31.1% for this metric |
| Adjusted Operating Margin (%) | 25% | 6.7 | 7.0 | 7.7 | 6.4 | 0% for this metric |
| Overall Achievement Factor | — | — | — | — | — | 38.2% of target (CEO) |
Long-Term Incentive Plan (LTIP):
- 2024 grant mix: 50% PSUs (2024–2026 cumulative EPS); 50% time-vested RSUs (ratable over 3 years). Participant-elected settlement in shares .
- CEO 2024 LTIP target: $1,000,000 ($500,000 PSUs; $500,000 RSUs); Grant date 2/7/2024 .
- PSU performance curve (2024–2026 EPS cumulative): < $2.64 = 0%; $2.64 = 30%; $2.95–$3.11 = 100%; ≥ $3.42 = 200% (linear between bands) .
- Recent performance vesting: 2022–2024 PSU cycle paid 0% (below threshold) .
2024 plan-based equity detail (CEO):
- PSUs: Threshold 12,356; Target 41,186; Maximum 82,372 (grant date 2/7/2024) .
- Time-vested RSUs: 41,186 units (grant date 2/7/2024) .
Equity Ownership & Alignment
Ownership and guidelines:
- Beneficial ownership: 330,498 Class A (≈1.1% of Class A outstanding) and 8,000 Class B (less than 1% of Class B outstanding) as of March 14, 2025 .
- Stock ownership guidelines: CEO must hold 3.0x salary or 300,000 shares; executives must retain 75% of net shares until compliant; all NEOs except one (not CEO) comply .
- Hedging/pledging: Prohibited for officers and directors (no exceptions) .
- Clawback: Dodd-Frank compliant; also misconduct-based recovery; no indemnification; 3-year recovery window for restatements .
Key unvested awards and vesting schedule (CEO):
| Award Type | Shares/Units | Vesting Schedule |
|---|---|---|
| RSUs (granted 2023) | 26,347 | 33% vested 12/31/2023; 33% vested 12/31/2024; 34% vests 12/31/2025 . |
| RSUs (granted 2024) | 27,595 | 33% vested 12/31/2024; 33% vests 12/31/2025; 34% vests 12/31/2026 . |
| RSUs (vesting cliff) | 77,488 | 100% vests 12/31/2025 . |
| PSUs (2024–2026) | 41,186 target (12,356–82,372 range) | Earned on cumulative 2024–2026 EPS; cliff settle post-performance; 100% vest date 12/31/2026 for time-based tranche; PSU settlement per plan . |
No stock options outstanding for the CEO; option usage persists for certain other executives, indicating a shift to RSUs/PSUs for the CEO .
Employment Terms
| Term | Detail |
|---|---|
| Executive Employment Agreement | Effective April 23, 2020 (CEO appointment effective May 15, 2020). Initial salary $675,000 (raised to $700,000 in 2021; subject to review) . |
| Annual Incentives | STIP target not less than 85% of salary (agreement baseline); currently set by Compensation Committee at 100% target; maximum 200% . |
| LTIP Target | Increased to $900,000 in 2021; 2024 target utilized at $1,000,000 (plan design and amounts set by Committee) . |
| Severance (without cause) | 18 months of then-current salary plus pro rata cash bonus for year of termination; subject to release and restrictive covenants . |
| Change-in-Control | Same cash severance construct if terminated without cause following a change-in-control; equity accelerates pro rata for earned performance awards upon termination in connection with a change-in-control; time-vested awards vest at 100% on change-in-control per plan terms for CIC scenarios in severance table assumptions . |
| Non-Compete/Non-Solicit | Required as part of severance and confidential agreements . |
| Clawback/Hedging/Pledging | Clawback policy and hedging/pledging prohibitions apply (see above) . |
Illustrative severance values (as of 12/31/2024):
- Termination in connection with a change-in-control: Cash $1,514,657; Equity $1,371,887; COBRA $35,173; Total $2,921,717 .
- Termination without cause: Cash $1,514,657; Equity $1,371,887; COBRA $35,173; Total $2,921,717 .
Deferred compensation (2024):
- Company contributions: $20,429; Aggregate earnings: $58,547; Year-end balance: $972,404 .
Compensation Structure Analysis
- Mix shifts and rigor: CEO equity grant value increased in 2024 ($948,513 stock awards) while STIP payout fell to $307,157 as overall achievement was 38.2% of target; PSU cycle (2022–2024) paid 0%, showing outcome sensitivity to performance .
- Metric design: STIP tied to Revenue (25%), Adjusted Operating Earnings (50%), and Adjusted Operating Margin (25%); LTIP PSUs tied to cumulative EPS, reinforcing earnings quality; Committee applies limited adjustments for unusual/non-recurring items and FX .
- Risk controls: Ownership requirements, strict hedging/pledging ban, and clawback reduce risk-taking incentives; independent consultant (Pay Governance) and risk review concluded plans are not likely to create material enterprise risk .
Say-on-Pay, Peer Group, and Shareholder Feedback
- Say-on-Pay (2023): 92.1% approval, with biennial say-on-pay cadence .
- Benchmarking approach: Multi-pronged—size-adjusted survey data, customized Business Services peers, and Insurance peers; 2024 updates added Agiliti, Inc. and Mistras Group; removed DWF Group plc and StarTek, Inc. .
- Consultant independence: Pay Governance LLC engaged; Committee determined no conflicts of interest .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100, Class A / B) | 66 / 73 | 69 / 78 | 53 / 57 | 129 / 145 | 116 / 133 |
| Peer Index TSR (S&P P&C) | 106 | 125 | 149 | 164 | 220 |
| Net Income (Loss) Attributable to Shareholders ($000s) | 28,296 | 30,692 | (18,305) | 30,609 | 26,529 |
| Adjusted Operating Earnings ($000s) | 71,830 | 62,505 | 61,879 | 85,361 | 82,500 |
2024 STIP reference metrics: Revenue $1,293.9m; Adjusted Operating Earnings $82.5m; Adjusted Operating Margin 6.4%; LTIP EPS (adjusted) $0.74 .
Director Compensation (as applicable to his board role)
- Employee directors do not receive separate compensation for Board service; Mr. Verma received no additional Board pay .
- Non-employee director pay structure summarized for context; not applicable to Mr. Verma .
Related Party Transactions and Governance
- Related party transactions: None in 2024 .
- Majority control context: The Crawford family, led by Jesse C. Crawford, maintains control via Class B shares; Mr. Crawford beneficially owns 67.7% of Class B .
- Compliance: Section 16(a) filings timely in 2024 .
Equity Ownership & Alignment (Detail)
| Holder | Class A Shares | Class B Shares | % of Class A | % of Class B |
|---|---|---|---|---|
| Rohit Verma | 330,498 | 8,000 | 1.1% | — (<1%) |
Stock ownership guidelines (CEO: 3.0x salary or 300,000 shares); executives must retain 75% of net shares until compliant; NEO compliance is in place except for one other executive (not CEO) .
Risk Indicators & Red Flags
- Clawback policy adopted and aligned with NYSE/SEC; additional misconduct recovery provision (no indemnification) .
- Hedging and pledging prohibited for officers/directors .
- No option repricing disclosed; equity grant timing policy avoids MNPI windows .
Employment & Change-in-Control Economics (Detail)
| Scenario (12/31/2024) | Cash Severance | Equity | COBRA | Total |
|---|---|---|---|---|
| Termination in connection with Change-in-Control | $1,514,657 | $1,371,887 | $35,173 | $2,921,717 |
| Termination Without Cause | $1,514,657 | $1,371,887 | $35,173 | $2,921,717 |
Equity vesting under separation: unvested earned performance awards continue to vest if death/disability/retirement/termination without cause; CIC-related termination triggers pro rata vesting for earned performance awards; time-vested equity vests at 100% on CIC in table assumptions .
Investment Implications
- Pay-for-performance alignment: 2022–2024 PSUs paid 0%; 2024 STIP paid at 38.2%—demonstrates downside sensitivity and discipline; combined with strong ownership requirements and hedging/pledging bans, this supports alignment with long-term shareholders .
- Retention risk: Significant unvested RSUs through 2026 (notably 77,488 units vesting 12/31/2025 and 27,595 units vesting through 2026) create retention hooks; severance protections (18 months salary + pro rata bonus) provide stability but are moderate relative to market .
- Potential selling pressure windows: Watch December 31, 2025 and December 31, 2026 vesting dates (RSU cliffs/schedules) for incremental supply from time-based awards; PSU settlements contingent on 2024–2026 EPS outcomes .
- Governance considerations: CEO also serves as director and on the Executive Committee; however, a Non-Executive Chair, independent committees, and frequent executive sessions mitigate dual-role risks; majority voting control remains with the Crawford family (control dynamics to be considered in governance assessments) .
- Performance trajectory: Core 2024 metrics achieved near-threshold to sub-target levels (revenue and operating earnings above threshold, margin below threshold); five-year TSR lagged the peer index, reinforcing the importance of delivering on LTIP EPS targets for value creation .