Crawford & Company Non-Employee Director Compensation Summary Term Sheet (2021–2022)
This agreement outlines the compensation for non-employee directors of Crawford & Company for 2021 and 2022. Each non-employee board member receives $140,000 per year, split between quarterly cash payments and restricted stock that vests at year-end. Additional payments are made for attending meetings and for serving as chair of certain committees, with the Chairman of the Board receiving a $100,000 annual retainer. The agreement specifies payment schedules and vesting conditions for these amounts.
Exhibit 10.17
Director Compensation Summary Term Sheet
During calendar year 2021, each non-employee member of the Board was entitled to receive an aggregate of $140,000 in cash and restricted stock. The cash portion of the compensation was paid quarterly in $12,500 increments. The remainder of such compensation was paid in restricted shares of the Company’s Class A common stock, and vested on December 31, 2021 to individuals who were on the Board on December 31, 2021.
In addition to the foregoing, for 2021 each non-employee director was entitled to receive $1,500 for each Board or committee meeting attended. Further, the Chairman of each of the Executive Committee, the Governance Committee, and the Compensation Committee was paid an additional retainer of $2,500 per quarter. The Chairman of the Audit Committee was paid a retainer of $4,250 per quarter. In addition to the amounts set forth above, the Chairman of the Board was entitled to receive a retainer of $100,000, payable quarterly. During the first half of 2021 the retainer was paid in restricted shares of the Company’s Class A Common Stock pursuant to the terms of the Crawford & Company Non-Employee Director Stock Plan. During the second half of 2021 the retainer was paid in quarterly cash payments.
During calendar year 2022, each non-employee member of the Board is entitled to receive an aggregate of $140,000 in cash and restricted stock. The cash portion of the compensation will be paid quarterly in $12,500 increments. The remainder of such compensation will be paid in restricted shares of the Company’s Class A common stock, and will vest on December 31, 2022 to individuals who are on the Board on December 31, 2022.
In addition to the foregoing, for 2022 each non-employee director is entitled to receive $1,500 for each Board or committee meeting attended. Further, the Chairman of each of the Executive Committee, the Governance Committee, and the Compensation Committee is paid an additional retainer of $2,500 per quarter. The Chairman of the Audit Committee is paid a retainer of $4,250 per quarter. In addition to the amounts set forth above, the Chairman of the Board is entitled to receive a retainer of $100,000, payable quarterly in cash payments.
