Crawford & Company (CRD-A) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held on May 8, 2025, with Class B shareholders eligible to vote on key proposals, including director elections, an employee stock plan amendment, executive compensation, and auditor ratification.

• Nine directors are nominated for election, with one new nominee, and all but one are considered independent under NYSE standards.

• The Board recommends voting in favor of all proposals, including the addition of 1,000,000 shares to the Employee Stock Purchase Plan and the advisory approval of executive compensation.

• KPMG LLP is proposed as the new independent auditor for 2025, replacing Ernst & Young LLP.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, amending the 2016 Employee Stock Purchase Plan, approving executive compensation (say-on-pay), and ratifying KPMG LLP as auditor.

• The Board recommends a FOR vote on all proposals.

• Shareholder proposals and director nominations for the 2026 meeting must comply with specific notice and eligibility requirements.

Board of directors and corporate governance

• The Board consists of nine members, with a majority being independent; only the CEO is not independent.

• Four standing committees: Executive, Audit, Governance, and Compensation and Human Capital.

• The Board separates the roles of Chair and CEO to enhance oversight and independence.

• All directors attended at least 75% of meetings; stock ownership guidelines are in place for directors.