CRAWFORD Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On January9, 2017, Crawford Company (Crawford or the Company)
announced the appointment of Andrew S. Robinson (age 51) as Chief
Operating Officer of Crawford, effective as of January6, 2017.
The Company and Mr.Robinson have entered into an Executive
Employment Agreement (the Agreement) in connection with
Mr.Robinsons employment with the Company. Mr.Robinson will serve
as Chief Operating Officer, or in such other positions as may be
determined by the Company from time to time. Mr.Robinson will
report to the Companys President and Chief Executive Officer.
In exchange for such service, Mr.Robinson will be entitled to an
annual salary of $550,000.00, subject to periodic review by the
Companys President and Chief Executive Officer. Mr.Robinson will
be entitled to an annual cash incentive opportunity under the
Companys Short-Term Incentive Plan and/or Management Team
Incentive Compensation Plan, or any successor plan(s), with a
2017 target award of not less than 65% of his annual base salary.
Mr.Robinson will be eligible to participate in the Companys
long-term incentive plan, administered under the Companys Omnibus
Stock and Incentive Plan, or any successor plan, with a 2017
award opportunity of not less than 50% of his base salary. Both
short-term and the long-term award opportunities, including
amounts and metrics, will be determined by Compensation Committee
of the Board of Directors of the Company (the Committee).
The Agreement also provides for the grant, subject to the terms
of the Companys Omnibus Stock and Incentive Plan, of an option to
purchase 25,000 shares of ClassA common stock of the Company at a
per share exercise price of $12.50 per share (or such higher
price per share which the shares may be trading at the time such
award is approved) and an option to purchase 25,000 shares of
ClassA common stock of the Company at a per share exercise price
of $13.50 per share (or such higher price per share which the
shares may be trading at the time such award is approved). The
option awards will vest over the three-year period following the
date of grant, and expire ten years from the date of grant.
Mr.Robinson will also be entitled to such other compensation and
benefits as are in conformity with Company policy for senior
executives.
If Mr.Robinson is terminated without cause (as defined by the
Companys President and Chief Executive Officer) or following a
change of control of the Company, Mr.Robinson will be entitled to
12 months of his then-current salary plus a pro rata cash bonus
for the year of his termination. Any such payments will be
conditioned on Mr.Robinson entering into a separate agreement
with the Company, which agreement will contain a general release
of the Company and covenants restricting competition,
solicitation of clients and solicitation of employees following
his departure.
The press release issued by the Company on January9, 2017
announcing Mr.Robinsons appointment is attached hereto as Exhibit
99.1 hereto and is incorporated herein by reference.
Item9.01. |
Financial Statements and Exhibits. |
(a) Exhibits. The following exhibit is filed
with this Report:
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| 99.1 | Press release dated January 9, 2017 |