Crawford & Company Non-Employee Director Compensation Summary Term Sheet (2016–2017)

Summary

This agreement outlines the compensation for non-employee directors of Crawford & Company for 2016 and 2017. Each non-employee board member receives $130,000 annually, split between cash (paid quarterly) and restricted stock (vesting at year-end). Additional payments are made for attending meetings and for committee chair roles. The Chairman of the Board receives extra compensation, including a $90,000 annual retainer in restricted stock and, for part of 2016, an additional monthly payment. Compensation terms are tied to continued board service through the end of each calendar year.

EX-10.26 3 exhibit1025-123116.htm EXHIBIT 10.26 Exhibit

Exhibit 10.25

Director Compensation Summary Term Sheet

During calendar year 2016, each non-employee member of the Board was entitled to receive an aggregate of $130,000 in cash and restricted stock. The cash portion of the compensation was paid quarterly in $10,000 increments. The remainder of such compensation was paid in restricted shares of the Company’s Class A common stock, and vested on December 31, 2016 to individuals who were on the Board on December 31, 2016.

In addition to the foregoing, for 2016 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 Nominating and Corporate 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 $3,000 per quarter. In addition to the amounts set forth above, the Chairman of the Board was entitled to receive (i) a retainer of $90,000, payable quarterly in restricted shares of the Company’s Class A Common Stock pursuant to the terms of the Crawford & Company Non-Employee Director Stock Plan, and (ii) an additional $3,000 per month for the period from January 2016 through May 2016.

During calendar year 2017, each non-employee member of the Board is entitled to receive an aggregate of $130,000 in cash and restricted stock. The cash portion of the compensation will be paid quarterly in $10,000 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, 2017 to individuals who are on the Board on December 31, 2017.

In addition to the foregoing, for 2017 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 Nominating and Corporate 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 $3,000 per quarter. In addition to the amounts set forth above, the Chairman of the Board is entitled to receive a retainer of $90,000, payable quarterly in restricted shares of the Company’s Class A Common Stock pursuant to the terms of the Crawford & Company Non-Employee Director Stock Plan.