CRAWFORD Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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CRAWFORD Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

CRAWFORD Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On April 21, 2020, Harsha V. Agadi, President and Chief Executive Officer of Crawford & Company (the “Company”), informed the board of directors (the “Board”) of the Company of his resignation from the positions of President and Chief Executive Officer of the Company. The resignations are effective May 15, 2020. Mr. Agadi has not resigned from the Board.

In connection with Mr. Agadi’s resignation, the Company and Mr. Agadi entered into a General Release and Separation Agreement (the “Separation Agreement”). The Separation Agreement includes a general release of any claims of Mr. Agadi against the Company and the other Released Parties (as defined in the Release), including, but not limited to, any claims under Mr. Agadi’s Employment Agreement, effective July 1, 2016 (the “Employment Agreement”), with the Company, and provides that Mr. Agadi’s employment will continue until May 15, 2020.

As consideration for the general release, and subject to Mr. Agadi’s continued compliance with the terms and conditions of the Separation Agreement (including the restrictive covenants contained in the Separation Agreement), Mr. Agadi is entitled to the following under the Separation Agreement:

The Separation Agreement also contains certain customary covenants regarding mutual confidentiality, non-disparagement and waiver and release of claims provisions. The preceding summary of the Separation Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

On April 27, 2020, the Company issued a press release announcing Mr. Agadi’s resignation and the other items disclosed in this Form 8-K. A copy of the Company’s press release announcing Mr. Agadi’s resignation is attached as Exhibit 99.1 hereto and incorporated by reference herein.

(c) In connection with Mr. Agadi’s resignation, the Board, on April 21, 2020, appointed Rohit Verma, the Company’s current Executive Vice President and Global Chief Operating Officer, to the position of Chief Executive Officer, and appointed Joseph Blanco, the Company’s current Executive Vice President, General Counsel and Secretary, to the position of President, both such appointments effective May 15, 2020.

Mr. Verma, 45, joined the Company in June 2017 as Executive Vice President, Global Chief Operating Officer, and prior to joining the Company, Mr. Verma served as the Regional Executive — South for Zurich North America since 2015. Prior to that and from January 2011 he was the underwriting leader for the Midwest region of Zurich’s Commercial Markets business.

Mr. Blanco, 49, most recently served as Executive Vice President, General Counsel and Corporate Secretary since February 2019. From March 2017 to February 2019, Mr. Blanco served as Senior Vice President and General Counsel. Prior to joining the Company on a full-time basis and from September 2016 he served as Interim General Counsel of the Company. Prior to that and from September 2008 he was a partner at Dentons US, LLP, a law firm.

(e) In connection with Mr. Verma’s appointment as Chief Executive Officer, the Company entered into an Executive Employment Agreement, dated as of April 23, 2020 (the “Verma Employment Agreement”), with Mr. Verma to reflect his new position. Under the Verma Employment Agreement, Mr. Verma will be entitled to the following compensation:


CRAWFORD & CO Exhibit
EX-10.1 2 tm2016941d1_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   GEneral Release And Separation Agreement   This General Release and Separation Agreement is being executed by Harsha V. Agadi (hereinafter “Executive”) as a condition of and in consideration of his receipt of certain financial benefits from Crawford & Company,…
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About CRAWFORD & COMPANY (NYSE:CRD.A)

Crawford & Company (Crawford) is an independent provider of claims management solutions to the risk management and insurance industry, as well as to self-insured entities. The Company’s Crawford Solution offers claims services, business process outsourcing and consulting services for various product lines, including property and casualty claims management; workers’ compensation claims and medical management, and legal settlement administration. Crawford conducts its operations through four segments: U.S. Services, which primarily serves the property and casualty insurance company markets in the United States; International, which serves the property and casualty insurance company, and self-insurance markets outside the United States; Broadspire, which serves the self-insurance marketplace, primarily in the United States, and Garden City Group, which serves the class action, regulatory, mass tort, bankruptcy and other legal settlement markets, primarily in the United States.