Crane NXT : 2025 Proxy StatementPDF, 4.79 MB
CXT
Published on 05/07/2025 at 13:56
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
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Preliminary Proxy Statement
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☒ Definitive Proxy Statement
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Soliciting Material Pursuant to §240.14a-12
CRANE NXT, CO.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
This Proxy Statement and the 2024 Annual Report to Stockholders are available at
https://investors.cranenxt.com/ar
CRANE NXT, CO.
950 WINTER STREET
4TH FLOOR NORTH WALTHAM, MA 02451
Dear Fellow Stockholders:
Crane NXT, Co. ("Crane NXT" or the "Company") cordially invites you to attend its virtual Annual Meeting of Stockholders, which will be held online via live webcast at 10:00 a.m. Eastern Daylight Time, on Thursday, May 22, 2025. There will be no physical location for the Annual Meeting. Crane NXT stockholders will be able to attend the Annual Meeting online and, with the control number appearing on your notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials, vote shares electronically and submit questions during the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/CXT2025 at the meeting date and time.
The Notice of Annual Meeting and Proxy Statement on the following pages describe the matters to be presented at the meeting. There will also be an opportunity to ask questions regarding Crane NXT and its activities.
It is important that your shares be represented at the meeting, regardless of the size of your holdings. If you are unable to attend, I urge you to participate by voting your shares by proxy. You may do so by using the internet address or the toll-free telephone number set forth in this Proxy Statement, or by requesting a printed copy of the proxy materials and completing and returning by mail the proxy card you receive in response to your request.
Sincerely,
John S. Stroup Chairman of the Board April 8, 2025
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 2025
To the Stockholders of Crane NXT, Co.:
The 2025 ANNUAL MEETING OF STOCKHOLDERS OF CRANE NXT, CO. will be held virtually for the following purposes:
WHEN:
May 22, 2025
Thursday 10:00 a.m. Eastern Daylight Time
WHERE:
Online via live webcast at www.virtualshareholdermeeting. com/CXT2025
HOW TO VOTE:
By Phone
1-800-690-6903
By Mail
Complete, sign, and return the proxy card.
By Internet
https://www.proxyvote.com
Live Webcast
Stockholders at the close of business on March 28, 2025, are entitled to vote at the virtual Annual Meeting.
By Scanning
You can vote your shares online by scanning the QR code on your proxy card.
Board
Proposal
Item 1 To elect nine directors to serve for one-year terms until the annual meeting of stockholders in 2026
Item 2 To vote on a proposal to ratify the selection of Deloitte & Touche LLP as independent auditors for the Company for 2025
Item 3 To vote on a proposal to approve, by a non-binding advisory vote, the compensation paid by the Company to its named executive officers
Recommendation
FOR each director
FOR
FOR
In addition, any other business properly presented may be acted upon at the meeting.
In order to assure a quorum at the virtual 2025 Annual Meeting of Stockholders of Crane NXT (the "Annual Meeting"), it is important that stockholders who do not expect to attend virtually vote by using the internet address or the toll-free telephone number listed in this Proxy Statement. If you have requested paper copies of the proxy materials, you can vote by completing and returning the proxy card enclosed in those materials. The Board of Directors has fixed the close of business on March 28, 2025 as the record date for the meeting (the "Record Date"). Stockholders at that date and time are entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment of the Annual Meeting. Each share is entitled to one vote. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting:
www.virtualshareholdermeeting.com/CXT2025 at the meeting date and time described in this Proxy Statement. There is no physical location for the Annual Meeting.
This Notice of Annual Meeting of Stockholders and related Proxy Statement are first being distributed or made available to stockholders on or about April 8, 2025.
We previously mailed a Notice of Internet Availability of Proxy Materials to all Crane NXT stockholders as of the Record Date. The notice advised such stockholders that they could view the Proxy Statement and Annual Report online at https://www.proxyvote.com, or request in writing a paper or e-mail copy of the proxy materials at no cost.
By Order of the Board of Directors,
Paul G. Igoe Secretary April 8, 2025
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PROXY SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and we encourage you to read the entire Proxy Statement before voting.
Date: May 22, 2025
Time: 10 a.m. Eastern Daylight Time
Virtual Meeting Website:
https://www.virtualshareholdermeeting.com/CXT2025
Record Date: March 28, 2025
Proposal
Board Recommendation
Item 1
To elect nine directors to serve for one-year terms until the annual meeting of stockholders in 2026
FOR each director
Item 2
To vote on a proposal to ratify the selection of Deloitte & Touche LLP as independent auditors for the Company for 2025
FOR
Item 3
To vote on a proposal to approve, by a non-binding advisory vote, the compensation paid by the Company to its named executive officers
FOR
As stated in our Corporate Governance Guidelines, the Board is responsible for helping to create a culture of high ethical standards and is committed to continually improving its corporate governance process, practices and procedures.
Accordingly, the Board has adopted the following best practices in corporate governance.
Board Governance Practices
Separate Chairman and CEO roles
100% independent Audit, Nominating and Governance, and Management Organization and Compensation Committees
Regular executive sessions of non-management directors
Annual Board and committee performance self-evaluations
Offer of resignation upon significant change in primary job responsibilities
Directors are elected annually
Majority voting and director resignation policy for directors in uncontested elections
Stringent conflict of interest policies
Directors subject to stock ownership guidelines and anti-hedging and pledging policies
Director retirement policy
Strict over-boarding policy for directors
Diverse Board with the appropriate mix of skills, experience and perspectives
Comprehensive director nomination and Board refreshment process
Oversight of Environmental, Social and Governance (ESG) and human capital matters impacting our business
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Proxy Summary
Compensation Best Practices
The Management Organization and Compensation Committee is firmly committed to implementing an executive compensation program that aligns management and stockholder interests, encourages executives to drive long-term sustainable success of the Company and stockholder value creation, and helps attract, motivate and retain key leadership talent to increase stockholder value. Our executive compensation program is designed to further such commitment and includes significant performance metrics that are linked to achievement of pre-established financial and strategic goals which are directly tied to our overall business strategy.
In fiscal 2024, our executive compensation program consisted of base salary, annual incentive bonus, and equity compensation. Our annual cash bonus opportunities are designed to drive pre-established annual Company and business unit performance goals, while long-term performance-based equity awards are designed to drive stockholder value creation and align our executive officer's interests with stockholder interests.
Our executive compensation policies and practices are designed to reinforce our pay for performance philosophy and align with sound governance principles. Listed below are highlights of our fiscal 2024 executive compensation policies and practices:
WHAT WE DO
Caps on performance-based cash and equity incentive compensation
Annual review of our executive compensation strategy
Annual compensation risk assessment
Annual "Say On Pay" vote
Significant portion of executive compensation tied to corporate performance or stock value
Significant stock ownership guidelines for our executives, including an above-market 6x base salary requirement for the CEO
Stock options and unearned performance-based awards do not count towards ownership for purposes of our stock ownership guidelines
Majority of executive variable pay is delivered in long-term equity-based awards, subject to multi-year vesting periods
Performance-based cash and equity incentive compensation subject to clawback
100% independent directors on the Management Organization and Compensation Committee
Management Organization and Compensation Committee retains independent compensation consultant
No dividends or dividend equivalents on unexercised options or performance-based equity awards
Limited perquisites
WHAT WE DON'T DO
No tax gross-ups, including for change in control related excise tax payments
No multi-year guaranteed incentive awards
No fixed-duration employment contracts with executive officers
No hedging or pledging of Company stock permitted
No excessive perquisites for executives
No defined benefit pension plans for named executive officers
No "repricing" of out-of-the-money options without stockholder approval
No discounted stock options or "spring-loaded" equity awards
No "single trigger" change in control payments and benefits
No strict benchmarking of compensation to a specific percentile of our compensation peer group
No incentivizing unnecessary or excessive risk taking
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ITEM 1: ELECTION OF DIRECTORS
PROPOSAL 1
The Board recommends voting FOR each of the Director Nominees
Our Corporate Governance Guidelines (the "Guidelines") provide that the Board should generally have from nine to twelve directors, a substantial majority of whom must qualify as independent directors under the listing standards of the NYSE. In addition, the Guidelines provide that any director who has attained the age of 75 as of the record date for the annual meeting of stockholders shall tender his or her resignation from the Board.
The Board currently consists of nine members. The nine directors whose terms will expire at the time of the Annual Meeting, but will serve until their successors are duly elected and qualified, are Michael Dinkins, William Grogan, Sandra Joyce, Cristen Kogl, Ellen McClain, David D. Petratis, Aaron W. Saak, John S. Stroup, and James L. L. Tullis. The Board has nominated each of these nine directors for re-election by the stockholders for a one-year term to expire at the 2026 annual meeting of stockholders. The Board has determined that all director nominees other than Mr. Saak are independent.
James L.L. Tullis had attained the age of at least 75 as of the Record Date and, in accordance with the Company's director retirement policy, offered to resign. The Nominating and Governance Committee reviewed, in consultation with the Chairman of the Board and the CEO, Mr. Tullis's suitability for continued service as a director and determined that his age will not impair his ability to be an effective contributor to the Board process. The Nominating and Governance Committee recommended that the Board reject Mr. Tullis's offer to resign from the Board, and the Board in turn rejected Mr. Tullis's offer to resign.
Director Nominating Procedures
The Board believes that a company's directors should possess and demonstrate, individually and as a group, an effective and diverse combination of skills and experience to guide the management and direction of the Company's business and affairs and to align with our long-term strategic vision. The Board has charged the Nominating and Governance Committee with responsibility for evaluating the mix of skills, experience and diversity of background of the Company's directors and director nominees, as well as leading the evaluation process for the Board and its committees.
Criteria for Board membership take into account skills, expertise, integrity, diversity in thought, ethnicity, gender, and other qualities which are expected to enhance the Board's ability to manage and direct Crane NXT's business and affairs. In general, nominees for director should have an understanding of the workings of large business organizations such as Crane NXT and senior level executive leadership experience. In addition, nominees should have the ability to make independent, analytical judgments and be effective communicators with the ability and willingness to devote the time and effort required for service on the Board.
The Nominating and Governance Committee has proposed, and the Board recommends, that each of the nine nominees be elected to the Board. If, before the Annual Meeting, any nominee becomes unavailable for election as a director, the elected directors may make an interim vacancy appointment to the Board after the Annual Meeting, or the Board may reduce the number of directors to eliminate the vacancy.
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Board Composition
Our Board takes an active and thoughtful approach to board composition and is focused on building and maintaining a diverse board. In conducting its annual review of director skills and Board composition, the Nominating and Governance Committee determined and reported to the Board its judgment that the Board as a whole demonstrates a diversity of organizational and professional experience, education, skills, and other personal qualities and attributes that enable the Board to perform its duties in a highly effective manner.
Board Skills and Experience
Our individual Board members have a wide range of skills and experience from within and outside our industry, giving them diverse perspectives from which to oversee the Company's strategy. Our Board members possess expertise in, among other things, acquisitions and other business combinations, diversified industrial operations and manufacturing, international business, corporate finance, human capital management, legal and compliance, organizational leadership, and cybersecurity.
Summary of Board Skills and Experience
Public company multinational CEO experience
• • • •
Public company multinational CFO experience
• •
General finance acumen
• • • • • • • • •
Corporate governance/board experience
• • • • • • •
Mergers & acquisitions
• • • • • • • • •
Manufacturing operations
• • • • •
Expertise with one or more of our end markets
• • • • •
Intellectual capital development (human capital)
• • • • • • • • •
Cyber/Information Security skills
• • • • • • •
Independent
Self-Identified Race/Ethnicity
African American
• •
Hispanic/Latin American
White Caucasian
• • • • • • •
Self-Identified Gender
Male
• • • • • •
Female
• • •
The Board Composition and Board Skills and Experience sections above reflect the Board's nine director nominees.
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Nominees to be Elected for Terms to Expire in 2026
Note: Age calculations for all directors are as of the Record Date.
Relevant Skills and Experience:
Sophisticated financial expertise acquired through public company chief financial officer, chief executive officer and financial, IT and internal audit roles
Significant experience with complex leveraged refinancing and equity financing (initial public offering and secondary markets) transactions
CFO of a publicly traded company with international operations
Expertise in the global integration of acquired companies
MICHAEL DINKINS
President and Chief Executive Officer of Dinkins Financial (consulting firm that helps small businesses gain access to capital). Prior to his current role, Mr. Dinkins was Executive Vice President and Chief Financial Officer of Integer Holdings Corporation until March 2017. Mr. Dinkins has served as a director of The Shyft Group, Inc. since 2020 and Community Health Systems, Inc. since 2017. Mr. Dinkins has also served as a director of the National Council on Compensation Insurance since 2022. Mr. Dinkins graduated with honors from General Electric's Financial Management Program where he also served as an instructor for five years.
Relevant Skills and Experience:
Financial expertise acquired as a public company chief financial officer and in senior finance roles
Extensive experience in strategic planning, operations, and talent development through a diverse background of leadership positions
Proficiency with capital deployment including significant mergers and acquisitions experience as well as a consistent philosophy of returning funds to stockholders
Senior Vice President and Chief Financial Officer of Xylem Inc. (a global water technology company) since October 2023. Prior to his role at Xylem, Mr. Grogan served as Senior Vice President and Chief Financial Officer of IDEX Corporation (a developer, designer and manufacturer of specialty engineered products) from January 2017 until September 2023. Mr. Grogan also serves on the board of advisors of the Girard School of Business (at Merrimack College).
WILLIAM GROGAN
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Relevant Skills and Experience:
Extensive cyber/national security expertise gained through over 25 years of experience in the national security sector
Global leadership experience driving new product development and guiding companies through growth and change
Experience advising senior management teams and boards of government entities and private sector businesses on global business threats
Vice President, Google Threat Intelligence at Google LLC since 2022. Prior to her current role, Ms. Joyce was Executive Vice President, Global Intelligence & Advanced Practices at Mandiant, Inc. from 2020 to 2022 and held other roles at Mandiant from 2015 to 2020. Ms. Joyce also serves on the Board of Visitors of the National Intelligence University.
SANDRA JOYCE
Relevant Skills and Experience:
Operational and organizational expertise as an in-house lawyer/corporate generalist for 25+ years managing global legal and compliance teams and as a member of the executive team
Deep experience in mergers and acquisitions, intellectual property, U.S. public company governance and Securities and Exchange Commission regulations, commercial contracting, enterprise and cyber risk management, litigation management, labor and employment relations, government affairs, and compliance functions
CRISTEN KOGL
Chief Legal Officer, General Counsel and Corporate Secretary of Zebra Technologies Corporation (a global leader in enterprise asset intelligence). Ms. Kogl has served as Zebra's top Legal Officer, through various titles, since September 2018. Ms. Kogl has also served on the Board of Trustees at Lake Forest College since
September 2023 and as a director of the U.S. Chamber of Commerce since November 2020.
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Relevant Skills and Experience:
Financial, operational and organizational expertise gained as chief financial officer, chief operating officer, and president of public and private enterprises
Broad experience as a senior executive with responsibility for organizational direction and development, financial expertise, and intellectual capital
ELLEN MCCLAIN
Chief Executive Officer of Year Up United (not-for-profit provider of job training services) since December 2023 and President of Year Up United since 2022. Prior to her current role, Ms. McClain was Chief Operating Officer of Year Up United from 2021 to 2022, and Chief Financial Officer from 2015 to 2021. Ms. McClain has served as a director of Crane Company since April 2023. Ms. McClain was a director of Horseracing Integrity and Safety Authority from 2021 through August 2023.
Relevant Skills and Experience:
Extensive global, industrial management experience serving as chief executive officer of two publicly traded companies
Leadership experience in the creation of three spin companies: Allegion from Ingersoll-Rand, Quanex Building Products, and MGE UPS Systems
Experience in business portfolio management driving growth through research and development, acquisition and divestment
Chairman of the Board, President and Chief Executive Officer of Allegion plc (a global provider of mechanical and electronic security products and access solutions) from 2013 to 2022. Mr. Petratis has served as a director of Sylvamo Corporation since 2021 and as Chairman at MasterBrand, Inc. since 2022. Mr. Petratis is also on the University of Northern Iowa Business Executive Advisory Board.
DAVID D. PETRATIS
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Relevant Skills and Experience:
Significant experience leading global, complex engineered technology businesses for world class industrial organizations
Extensive experience with strategic business development and execution, organically and through acquisitions
Built strong teams with a high degree of ethics, integrity, collaboration, empowerment, and entrepreneurial spirit
Customer focused, process-driven, with a continuous improvement mindset, applying a metrics-oriented approach to driving business performance
Proven leader at driving successful profitable growth for all stakeholders
President and Chief Executive Officer of the Company since 2023. Prior to his role at Crane NXT, Mr. Saak served as President and CEO, Mobility Solutions at Vontier Corporation (a global technology leader serving the retail convenience market) from June 2022 to November 2022 and President of Gilbarco Veeder-Root, a subsidiary of Vontier Corporation, from February 2018 to June 2022.
AARON W. SAAK
Relevant Skills and Experience:
More than 35 years of experience in industrial manufacturing of highly engineered products and business strategy development
Proven leadership skills with over 15 years of experience as president, chief executive officer and director of a global leader in signal transmission and security solutions
JOHN S. STROUP
Partner of Clayton, Dubilier & Rice (a global private equity manager that invests in and builds businesses) since 2024 and Operating Advisor of Clayton, Dubilier & Rice since 2021. Prior to his current role, Mr. Stroup was President, Chief Executive Officer, and a director of Belden Inc. (a global leader in signal transmission and security solutions) from 2005 to May 2020, Chairman from 2016 to 2020, and Executive Chairman from 2020 to May 2021. Mr. Stroup has served as a director of Resideo Technologies, Inc. since June 2024. Mr. Stroup has also served as a director of Barry-Wehmiller since 2008, Indicor since 2022 and SunSource since 2024. Mr. Stroup was a director of Tenneco Inc. from 2020 to 2022, Zurn Elkay Water Solutions Corporation from 2008 to May 2023, and Crane Company from April 2023 to July 2024.
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Relevant Skills and Experience:
Executive leadership, financial and organizational expertise gained as chief executive officer of venture capital investment group
Significant experience and expertise in management, strategy and governance matters gained as director of several public and private companies, including serving as chairman and on the compensation, nominating and governance, audit and executive committees of public companies
JAMES L. L. TULLIS
Chairman of Tullis Health Investors, LLC (venture capital investments in the health care industry) since 1988. Mr. Tullis has served as a director of Crane Company since April 2023 (Chairman of the Board from April 2023 to April 2024 and Lead Independent Director since April 2024). Mr. Tullis served as a director of Lord Abbett & Co.
Mutual Funds from 2006 to December 2024 (Chairman from 2017 until December 2023), Alphatec Holdings, Inc. from 2018 to June 2024, Exagen Inc. from 2015 to June 2023, and electroCore, Inc. from 2018 to 2020.
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Independent Status of Directors
Standards for Director Independence
The listing standards of the NYSE, as well as Crane NXT's Corporate Governance Guidelines, require that a majority of the Board be comprised of independent directors. In order for a director to qualify as independent, the Board must affirmatively determine that the director has no material relationship with Crane NXT. The Board has adopted the standards set forth below in order to assist the Nominating and Governance Committee and the Board itself in making determinations of director independence. Any of the following relationships would preclude a director from qualifying as an independent director:
The director is or was an employee, or the director's immediate family member is or was an executive officer, of Crane NXT other than as an interim Chairman or interim CEO, unless at least three years have passed since the end of such employment relationship.
The director is an employee, or the director's immediate family member is an executive officer, of an organization (other than a charitable organization) that in any of the last three completed fiscal years made payments to, or received payments from, Crane NXT for property or services, if the amount of such payments exceeded the greater of $1 million or 2% of the other organization's consolidated gross revenues.
The director has received, or the director's immediate family member has received, direct compensation from Crane NXT, if the director is a member of the Audit Committee or the amount of such direct compensation received during any twelve-month period within the preceding three years has exceeded $120,000 per year, excluding (i) director and committee fees and pension and other forms of deferred compensation for prior services (so long as such compensation is not contingent in any way on continued service); (ii) compensation received as interim Chairman or CEO; or (iii) compensation received by an immediate family member for service as a non-executive employee of Crane NXT.
The director is a current partner of or employed by, or the director's immediate family member is a current partner of, or an employee who personally works on the audit of Crane NXT at, a firm that is the internal or external auditor of Crane NXT, or the director was, or the director's immediate family member was, within the last three years a partner or employee of such a firm and personally worked on the Crane NXT audit at that time.
The director is or was employed, or the director's immediate family member is or was employed, as an executive officer of another organization, and any of Crane NXT's present executive officers serves or served on that other organization's compensation committee, unless at least three years have passed since the end of such service or the employment relationship.
The director is a member of a law firm, or a partner or executive officer of any investment banking firm, that has provided services to Crane NXT, if the director is a member of the Audit Committee or the fees paid in any of the last three completed fiscal years or anticipated for the current fiscal year exceed the greater of $1 million or 2% of such firm's consolidated gross revenues.
The existence of any relationship of the type referred to above, but at a level lower than the thresholds referred to, does not, if entered into in the ordinary course of business, preclude a director from being independent. The Nominating and Governance Committee and the Board review all relevant facts and circumstances before concluding that a relationship is not material or that a director is independent. Specifically, the Committee's evaluation process includes the review of (i) direct and indirect relationships between directors and the Company, (ii) a report of transactions with director affiliated entities, (iii) director responses to annual questionnaires, and (iv) Code of Business Conduct and Ethics compliance certifications.
Crane NXT's Standards for Director Independence, along with its Corporate Governance Guidelines and Code of Business Conduct and Ethics, which apply to Crane NXT's directors and to all officers and other employees, including our Chief Executive Officer, Chief Financial Officer and Controller, are available on our website at https://investors.cranenxt.com/governance. See "Code of Business Conduct and Ethics" below.
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Independence of Directors
The Nominating and Governance Committee has reviewed whether any of the directors (other than Mr. Saak, who is the Company's Chief Executive Officer, and therefore is not independent as a threshold matter) has any relationship that, in the opinion of the Committee, (i) is material (either directly or as a partner, stockholder, director, or officer of an organization that has a relationship with Crane NXT) and, as such, would be reasonably likely to interfere with the exercise by such person of independent judgment in carrying out the responsibilities of a director or (ii) would otherwise cause such person not to qualify as an "independent" director under the rules of the NYSE and, in the case of members of the Audit Committee and the Management Organization and Compensation Committee, the additional requirements under Sections 10A and 10C, respectively, of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the associated rules. With regard to Mr. Tullis and Ms. McClain, both of whom also serve as directors of Crane Company, the Nominating and Governance Committee considered the payments made to the Company by, and the payments made by the Company to, Crane Company in 2024 for repayment of third party invoices paid by the other party and tax-related obligations under agreements entered into in connection with the separation transaction. Among other things, the Nominating and Governance Committee considered that those directors do not exert influence on the transactions, that such payments were on standard, previously negotiated terms that are consistent with such terms for similar spin-off transactions, and that such payments would not reasonably be expected to impact the directors' exercise of his or her fiduciary duties or independent judgment.
With regard to Ms. Joyce, who is Vice President, Google Threat Intelligence at Google LLC, the Nominating and Governance Committee considered the payments made to Google by the Company in 2024 of approximately $300,000 primarily for cybersecurity and marketing tools and services. Among other things, the Nominating and Governance Committee considered that Ms. Joyce does not exert influence on the transactions, the transactions are on standard, arms' length terms, and that such payments would not reasonably be expected to impact Ms. Joyce's exercise of her fiduciary duties or independent judgment. The Nominating and Governance Committee accordingly recommended that the Board determine that, other than Mr. Saak, all of Crane NXT's current directors and all persons who served as a director of Crane NXT at any time during 2024 (other than Mr. Mitchell, the Company's former CEO and who is no longer a director) are independent in accordance with the foregoing standards, and the Board reviewed and approved director independence based on the recommendation of the Nominating and Governance Committee.
Board Refreshment
Each director who has attained the age of at least 75 as of the record date for an annual meeting of stockholders is required to tender his or her resignation from the Board. The Corporate Governance Guidelines also require a director to tender his or her resignation from the Board if there is a significant change in his or her primary job responsibilities that could impact their ability to be an effective contributor to the Board. The Nominating and Governance Committee then makes a recommendation to the Board, based on a review of all the circumstances, whether the Board should accept the resignation or ask the director to continue on the Board. Mr. Tullis had attained the age of at least 75 as of the Record Date and, in accordance with the Company's Director retirement policy, offered to resign. The Nominating and Governance Committee reviewed, in consultation with the Chairman of the Board and the CEO, Mr. Tullis' suitability for continued service as a director and determined that his age will not impair his ability to be an effective contributor to the Board process. The Nominating and Governance Committee recommended that the Board reject Mr. Tullis' offer to resign from the Board, and the Board rejected Mr. Tullis' offer to resign.
The Nominating and Governance Committee will, from time to time, seek to identify potential candidates for director to sustain and enhance the composition of the Board with an appropriate balance of knowledge, experience, skills, expertise, and diversity of thought, ethnicity, and gender, to enable Crane NXT to formulate and implement its strategic plan. In its search process, the Committee will consider potential candidates proposed by other members of the Board, by management, or by stockholders, and the Committee has the sole authority to retain a search firm to assist in this process, at Crane NXT's expense. The Committee's evaluation process assesses candidates in accordance with the procedure, and based on the criteria, set forth in the Company's Corporate Governance Guidelines. This process does not vary based on whether or not a prospective candidate is recommended by a stockholder.
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Nominations by Stockholders
In considering candidates submitted by stockholders, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. A stockholder proposing to nominate a director must provide certain information about the nominating stockholder and the director nominee, including the required information set forth in our By-laws (as defined below). Such notice must also be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director, if elected. A complete description of the requirements relating to a stockholder nomination is set forth in our By-laws (as defined below).
Any stockholder recommendation for next year's annual meeting, together with the information described above, must be sent to the Corporate Secretary at 950 Winter Street, 4th Floor North, Waltham, MA 02451 and, in order to allow for timely consideration, must be received by the Corporate Secretary not less than 90 days nor more than 120 days prior to May 22, 2026.
Majority Voting for Directors and Resignation Policy
Our By-laws provide that nominees for director must receive a majority of votes cast. Any director who fails to receive the required number of votes for re-election is required by our Corporate Governance Guidelines to tender his or her written resignation to the Chairman of the Board for consideration by the Nominating and Governance Committee. The Committee will consider such tendered resignation and make a recommendation to the Board concerning the acceptance or rejection of the resignation. In determining its recommendation to the Board, the Committee will consider all factors deemed relevant by the members of the Committee including, without limitation, the stated reason or reasons why stockholders voted against such director's re-election, the qualifications of the director, and whether the director's resignation from the Board would be in the best interests of the Company and its stockholders.
The Board is responsible for, and is committed to, overseeing the business and affairs of the Company and providing guidance for sound decision making, accountability and ethical professional conduct. It reviews the performance of our management and establishes guidelines and performance targets for our executive compensation program. The Board has adopted a comprehensive set of Corporate Governance Guidelines that set forth the Company's governance philosophy, policies, and practices, and provide a framework for the conduct of the Board's business.
Strategic Oversight
Our Board takes an active role in overseeing management's formulation and implementation of its strategic plan. It receives an update on management's strategic plan for the Company at every regularly scheduled Board meeting. The Board provides insight and feedback to senior management on the Company's strategic direction. The Board also monitors and evaluates, with the assistance of the Chief Executive Officer, the Company's strategic results, and approves all material capital allocation decisions.
Environmental, Social and Governance ("ESG") Oversight
In accordance with our Corporate Governance Guidelines, ESG strategies and initiatives are overseen by the Board. Our Board takes an active role in its oversight by reviewing ESG matters relevant to the Company's business, including environmental sustainability and corporate governance. At least annually, the Board receives a comprehensive review of the Company's ESG program.
Risk Oversight
The Board recognizes its duty to assure itself that the Company has effective procedures for assessing and managing risks to the Company's operations, financial position, and reputation, including compliance with applicable laws and regulations. The Board has charged the Audit Committee with responsibility for monitoring the Company's processes and procedures for risk assessment, risk management, and compliance. Management briefs the Audit Committee at least
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annually on the Company's risk management practices and regularly reports to the Audit Committee on material litigation and regulatory and compliance matters. The Company's independent auditors, Chief Financial Officer and Chief Audit Executive have regular independent communications with the Audit Committee. The Chair of the Audit Committee regularly reports to the Board on the Committee's meetings and activities.
Management reports to the Board at each regularly scheduled meeting on operating results, pending and proposed acquisition and divestiture transactions (each of which must be approved by the Board before completion), and capital expenditures (material capital expenditures require Board approval).
In addition, the Management Organization and Compensation Committee of the Board has established a process to assess whether the Company's compensation plans and practices could encourage executives to take risks that are reasonably likely to have a material adverse effect on the Company. The conclusions of this assessment are set forth in the Compensation Discussion and Analysis section under the heading "Compensation Risk Assessment".
Coordination Among Board Committees Regarding Risk Oversight
AUDIT COMMITTEE
Financial reporting risk
Legal and compliance risk
Selection, performance assessment and compensation of the independent auditor
Cyber/Information security risk
Fraud risk
MANAGEMENT ORGANIZATION AND COMPENSATION COMMITTEE
Performance assessment and compensation of the CEO and other executive officers
Management succession planning and intellectual capital development
Risk review of compensation plans and practices
NOMINATING AND GOVERNANCE COMMITTEE
Governance risk
Independence of directors
Board succession planning
Board and committee performance evaluation
Management Succession Planning and Intellectual Capital
We have a comprehensive Intellectual Capital ("IC") process at Crane NXT that encompasses careful and rigorous talent selection, systematic training and personalized development, and an annual assessment of performance and potential. Our Board and the Management Organization and Compensation Committee oversee our human capital management and IC process. The Management Organization and Compensation Committee helps ensure that the Company's management development and succession planning policies and procedures are sound and effective, evaluates the performance of the Chief Executive Officer and other members of senior management, and regularly reports its findings and recommendations to the Board. A key element of the IC process is the identification of management succession needs and opportunities, whether arising from natural career growth and development, voluntary turnover, retirements, or other causes. Such management succession planning forms part of our annual strategy review process for each of our businesses, and the senior management levels are reviewed with the Board annually. The Board's oversight and involvement in the annual review of senior management level succession needs and opportunities promotes the identification and development of a pipeline of strong performance-focused senior leaders who possess diverse skills and talents.
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Stockholder Communications with Directors
The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member of the Board, any Board committee, or any Chair of any such committee by mail or electronically. To communicate with the Board, any individual director or any group or committee of directors, correspondence should be sent to Crane NXT c/o Corporate Secretary, 950 Winter Street, 4th Floor North, Waltham, MA 02451. To communicate with any of our directors electronically, stockholders should use the following e-mail address: [email protected].
All communications received as set forth in the preceding paragraph will be opened by the office of the Corporate Secretary for the sole purpose of determining whether they contain a message to our directors. Any contents will be forwarded promptly to the addressee unless they are in the nature of advertising or promotion of a product or service, or are patently offensive or irrelevant. To the extent that the communication involves a request for information, such as an inquiry about Crane NXT or stock-related matters, the Corporate Secretary's office may handle the inquiry directly. In the case of communications to the Board or any group or committee of directors, the Corporate Secretary's office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the communication is addressed.
Board Leadership Structure
Our Corporate Governance Guidelines do not require that the roles of Chairman of the Board and Chief Executive Officer be held by different individuals because the Board believes that effective board leadership structure is highly dependent on the experience, skills, and personal interaction between persons in leadership roles and the needs of the Company at any particular time. These leadership roles are currently filled separately. Our Chairman of the Board is John S. Stroup, who is not an employee of the Company and who has extensive industry experience and public company board service. Our Chief Executive Officer is Aaron W. Saak. To assist in defining this leadership structure, the Board adopted a position description for the role of the non-employee Chairman of the Board, which is incorporated into our Corporate Governance Guidelines. The principal duties are as follows:
Provide leadership to the Board and ensure that each director is making an appropriate contribution;
Guide the Board's discharge of its duties, including reviewing corporate strategy, monitoring risk management and compliance activities, and evaluating senior management performance and succession planning;
Maintain an effective relationship with the Chief Executive Officer and act as a liaison between the Chief Executive Officer and the Board;
Chair meetings of the Board and the annual meeting of stockholders;
Organize and approve the agendas for Board meetings based on input from directors and the Chief Executive Officer; and
Conduct an annual performance evaluation of the Board.
The Board will continue to monitor and assess its leadership structure to ensure it best serves the needs of the Company and its stockholders.
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Committees of the Board
The Board has established an Audit Committee, a Management Organization and Compensation Committee, a Nominating and Governance Committee, and an Executive Committee.
Audit Committee
Members The current members of the Audit Committee are Messrs. Dinkins (Chair), Grogan and Petratis and Ms. Joyce.
Roles and Responsibilities
The Audit Committee is the Board's principal agent in fulfilling legal and fiduciary obligations with respect to matters involving Crane NXT's accounting, auditing, financial reporting, internal control and legal compliance functions and conflicts of interest. The Audit Committee has the authority and responsibility for the appointment, retention, compensation, and oversight of our independent auditors.
Independence
All members of the Audit Committee meet the independence and expertise requirements of the NYSE, and all qualify as "independent" under the provisions of SEC Rule 10A-3. In addition, the Board has determined that each of Mr. Dinkins and Mr. Grogan is an "audit committee financial expert" as defined in regulations of the SEC. The Audit Committee met seven times in 2024. The Audit Committee's report appears beginning on page 24.
Management Organization and Compensation Committee
Members
The current members of the Management Organization and Compensation Committee are Mses. McClain (Chair) and Kogl and Messrs. Stroup and Tullis.
Roles and Responsibilities
The duties of the Management Organization and Compensation Committee include (i) evaluating the Chief Executive Officer's performance and recommending his or her compensation to the Board, (ii) approving compensation for other executive officers and reviewing the compensation of other officers and business unit presidents, (iii) administering the Company's annual incentive and stock-based compensation plans, including the clawback policy,
(iv) reviewing significant changes to compensation policies, benefit plans and change-in-control arrangements, (v) overseeing director compensation, (vi) evaluating the alignment of compensation practices with risk management,
(vii) reviewing management development and succession planning, including emergency Chief Executive Officer succession, (viii) preparing required proxy statement disclosures and (ix) periodically reviewing its charter.
Independence
All members of the Management Organization and Compensation Committee meet the independence requirements of the NYSE. The Management Organization and Compensation Committee met five times in 2024. The Management Organization and Compensation Committee's report appears on page 40.
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Nominating and Governance Committee
Members
The current members of the Nominating and Governance Committee are Messrs. Tullis (Chair) and Dinkins and Mses. Kogl and McClain.
Roles and Responsibilities
The duties of the Nominating and Governance Committee include developing criteria for selection of directors, identifying potential candidates for service as directors, overseeing policies regarding tenure of service and retirement for members of the Board, and overseeing corporate governance matters, including director independence.
Independence
All members of the Nominating and Governance Committee meet the independence requirements of the NYSE. The Nominating and Governance Committee met four times in 2024.
Executive Committee
Members
The current members of the Executive Committee are Messrs. Stroup (Chair), Dinkins and Saak.
Roles and Responsibilities
The duties of the Executive Committee include meeting when a quorum of the full Board cannot be readily convened to exercise any of the powers of the Board, except for approving an amendment of the Certificate of Incorporation or By-laws, adopting an agreement of merger or sale of all or substantially all of Crane NXT's assets or dissolution of Crane NXT, filling vacancies on the Board or any committee thereof, or electing or removing officers. The Executive Committee did not hold any meetings during 2024.
Executive Sessions of Non-Management Directors
Crane NXT's Corporate Governance Guidelines require our non-management directors to meet in executive session without management on a regularly scheduled basis, but not less than two times a year. The Chairman of the Board presides at executive sessions, unless he or she is a member of management, in which case the presiding person at executive sessions rotates on an annual basis among the Chairs of the Nominating and Governance Committee, the Audit Committee, and the Management Organization and Compensation Committee. If the designated person is not available to chair an executive session, then the non-management directors select a non-management director to preside. All regularly scheduled meetings of the Board during 2024 included executive sessions without management present and were presided over by John S. Stroup, Chairman of the Board.
Board Meetings and Attendance
The Board met six times during 2024. Each director attended at least 75% of the aggregate number of meetings of the Board (held during the period in which they were a director) and the committees of the Board on which they served (held during the periods that they served). In addition, it is Crane NXT's policy that each of our directors attend our annual meetings. All then serving members of the Board were present at the 2024 annual meeting, except for Max Mitchell whose service as a director ceased on the date of the 2024 annual meeting.
Board and Committee Evaluation Process
Board and committee evaluations play a critical role in ensuring the effective functioning of the Board. The Nominating and Governance Committee, in consultation with the Chairman of the Board, is charged with facilitating an annual self-assessment of the Board's performance, as well as an annual self-assessment undertaken by each committee of the
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Board. The multistep evaluation process begins with a questionnaire, and includes discussions between the Chairman and Board members, and discussions between Committee Chairs and the members of their respective committee. The results are provided to the full Board, and the Board's policies and practices are updated as appropriate to reflect director feedback.
Code of Business Conduct and Ethics
Crane NXT is committed to conducting its business in compliance with all applicable laws, rules and regulations and in accordance with the highest standards of business ethics. Accordingly, the directors, officers and all Company employees are required to act in accordance with Crane NXT's Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics covers many areas of professional ethical conduct, including the protection and proper use of Company assets, confidentiality, conflicts of interest, compliance with laws and fair dealing with competitors, employees and other Company stakeholders. A copy of the Code of Business Conduct and Ethics is available on our website at https://investors.cranenxt.com/governance.
Conflicts of Interest; Transactions with Related Persons
Crane NXT has established two written conflicts of interest policies: one for all officers and salaried employees and one covering non-employee directors. Those who are subject to the policies are required to disclose to the General Counsel in writing each outside relationship, activity, and interest that creates a potential conflict of interest, including prior disclosure of transactions with third parties. The General Counsel will determine whether the matter constitutes an impermissible conflict of interest, and may, in his or her discretion, refer the question to the Audit Committee, which is responsible for reviewing significant conflicts of interest involving directors or executive officers and/or the Nominating and Governance Committee, which is responsible for reviewing director nominee independence requirements. The respective Committees will review the facts and make a recommendation to the Board. All directors, executive officers, and other salaried employees are required to certify in writing each year whether they are personally in compliance with the applicable conflicts of interest policy and if they have knowledge of any other person's failure to comply. In addition, each director and executive officer is required to complete an annual questionnaire to determine if the Company is party to any transactions above a stated amount in which a director or officer or any member of his or her family has a direct or indirect material interest. The Board is of the opinion that these procedures in the aggregate are sufficient to capture any "Transactions with Related Persons" that would be required to be disclosed under applicable SEC rules.
In 2024, Crane NXT paid approximately $5.2 million to, and received approximately $1.5 million from, Crane Company, where Mr. Tullis and Ms. McClain are directors and Mr. Stroup was a director until July 2024. Mr. Mitchell was a director of the Company until May 2024 and presently is the President and CEO of Crane Company. These transactions involved repayment for third party invoices paid by the other party and tax-related obligations, under the Separation and Distribution Agreement and the Tax Matters Agreement, each entered into between Crane NXT and Crane Company in connection with the separation transaction on April 3, 2023. These amounts in the aggregate constitute approximately 0.5% of Crane NXT's gross revenue for 2024.
Company Policy Regarding Hedging Transactions
Crane NXT's Policy on Trading in Company Securities prohibits members of the Board of Directors, executive officers, and certain other employees designated as "Employee Insiders" (generally, employees involved in compiling or having access to monthly operating forecasts or other Company-wide financial information) from engaging in any hedging transactions involving Company securities. The policy applies to any transaction that allows the individual to continue to own the covered securities, but without the full risks and rewards of ownership, such as zero-cost collars and forward sale contracts. The policy applies to any Company securities owned by the individual, whether acquired through equity compensation awards or otherwise.
Insider Trading Policies and Procedures
We maintain insider trading policies and procedures governing the purchase, sale, and other dispositions of Company securities that are applicable to the Company itself, all of our directors, officers and employees, all contractors of the Company and all members of their immediate families and households. Our insider trading policies and procedures are designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards.
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Corporate Governance Documents
The Board has adopted Corporate Governance Guidelines which reflect the Board's commitment to monitor the effectiveness of policymaking and decision-making at both the Board and management levels, with a view to enhancing long-term stockholder value. The Corporate Governance Guidelines are available on our website at https://investors.cranenxt.com/governance. Copies of the charters of the Board committees are available on our website at https://investors.cranenxt.com/CharterAudit; https://investors.cranenxt.com/CharterCompensation; and https://investors.cranenxt.com/CharterNominating.
The members of the Board, other than Mr. Saak (who does not receive compensation for his service as a director), receive the following compensation:
A retainer of $235,000 per year, payable $90,000 in cash and $145,000 in the form of Deferred Stock Units ("DSUs") of equivalent value, as described below. A director may also elect to receive up to 100% of the cash retainer in DSUs or in fully vested shares of Crane NXT stock;
An incremental retainer of $130,000 per year for the non-employee Chairman of the Board, payable in cash (or up to 100% in DSUs or fully vested shares, at the election of the Chairman);
A retainer of $25,000 per year for the Chair of the Audit Committee; $20,000 per year for the Chair of the Management Organization and Compensation Committee; and $17,500 per year for the Chair of the Nominating and Governance Committee, in each case, payable in cash; and
A retainer of $10,000 per year for each member of the Audit Committee other than the Chair; $7,500 per year for each member of the Management Organization and Compensation Committee and the Nominating and Governance Committee other than the Chair; and $2,000 per year for each member of the Executive Committee other than the Chief Executive Officer, in each case, payable in cash.
DSUs are issued to non-employee directors each year, generally as of the date of the annual meeting and pro rata if necessary; are forfeitable if the director ceases to remain a director until Crane NXT's next annual meeting, except in the case of death, disability, or change in control; and entitle the director to receive an equivalent number of shares of Crane NXT stock, plus accumulated dividends, upon the director's ceasing to be a member of the Board. The DSUs issued in 2024 are disclosed below.
No meeting fees will be paid unless the total number of meetings between Annual Meetings exceeds three more than the regularly scheduled meetings of the Board and the relevant committees. No meeting fees were paid in 2024.
The Management Organization and Compensation Committee is responsible for reviewing and recommending to the Board any revisions to our director compensation program. In 2024, the Management Organization and Compensation Committee reviewed and considered the results of an independent analysis completed by Frederic W. Cook & Co., Inc. ("FW Cook"). As part of this analysis, FW Cook reviewed non-employee director compensation trends and data from the compensation peer group companies listed in the Compensation Consultant and Market Data section below (as modified in 2024 by the removal of Altra Industrial Motion Corp. and Diebold Nixdorf, Inc. and the addition of Novanta Inc. and Sensata Technologies Holding plc). Following such review and consideration, the Committee recommended no changes to the director compensation program for 2025, and the Board approved the Committee's recommendation.
Stock Ownership and Stock Ownership Guidelines for Directors
The Board has adopted stock ownership guidelines that require each director to hold shares of Crane NXT stock having a fair market value not less than five times the cash portion of the annual retainer for directors (currently $90,000). A director must have attained this ownership level by the fifth anniversary of his or her first election as a director. Vested and unvested DSUs count towards ownership. As of the Record Date, all directors were in compliance with our stock ownership guidelines.
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Limit on Non-Management Director Compensation
Pursuant to the Crane NXT shareholder-approved Stock Incentive Plan (as defined below), the combined value of cash compensation and equity awards (based on their grant date fair value) awarded to any non-management director in a calendar year may not exceed $750,000 or, in the case of the Chair of the Board, $1 million. The Board is permitted under the terms of such plan to make exceptions to this limit in extraordinary circumstances, provided that any director receiving additional compensation is recused from the decision-making process.
Director Compensation in 2024
The following table shows the 2024 compensation of all directors. In accordance with SEC regulations, the table excludes Mr. Saak, whose compensation is shown in the 2024 Summary Compensation Table below and who did not receive additional compensation for his service as a director.
Fees Earned or Paid in Cash
Stock Awards(1)
Total
Name
($)
($)
($)
M. Dinkins
124,500
144,902
269,402
W. Grogan
100,000
144,902
244,902
S. Joyce
74,725
164,470
239,195
C. Kogl
50,357
234,879
285,236
E. McClain
99,500
162,946
262,446
M. Mitchell(2)
38,571
0
38,571
D. D. Petratis
45,357
234,879
280,236
J. S. Stroup
206,918
274,869
481,787
J. L. L. Tullis
115,000
144,902
259,902
(1)
(2)
(3)
Amounts in this column reflect the aggregate grant date fair value of the DSUs granted to our non-employee directors during fiscal 2024 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of each DSU as of the relevant grant date is indicated below. The DSUs are granted annually at the time of the Annual Meeting. The assumptions on which this valuation is based are set forth in Note 8 to the audited financial statements included in the Company's Annual Report on Form 10-K filed with the SEC on February 20, 2025. The awards were as follows:
2,377 DSUs to each of Messrs. Dinkins, Grogan, and Tullis; 2,698 DSUs to Ms. Joyce; 3,853 DSUs to each of Ms. Kogl and
Mr. Petratis; 4,509 DSUs to Mr. Stroup; and 2,673 DSUs to Ms. McClain, in each case on May 23, 2024 with a grant date fair value per DSU of $60.96.
Effective as of the conclusion of the 2024 Annual Meeting of Stockholders on May 23, 2024, Mr. Mitchell was no longer a director of Crane NXT. As DSUs are granted annually at the time of the Annual Meeting for the upcoming year, Mr. Mitchell did not receive DSUs from Crane NXT in 2024.
As of December 31, 2024, each individual named in the table held DSU awards which, upon settlement, would entitle the individual to the following aggregate number of shares payable by the Company subject to outstanding unvested DSU awards: 2,396 for
Mr. Dinkins; 2,396 for Mr. Grogan; 2,720 for Ms. Joyce; 3,844 for Ms. Kogl; 0 for Mr. Mitchell; 2,695 for Ms. McClain; 3,884 for Mr. Petratis; 4,546 for Mr. Stroup; and 2,396 for Mr. Tullis.
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ITEM 2: RATIFICATION OF THE SELECTION OF AUDITORS
PROPOSAL 2
The Board recommends voting FOR the Ratification of the Selection of Deloitte & Touche LLP as the Company's independent auditors for 2025
The Board proposes and recommends that the stockholders ratify the Audit Committee's selection of the firm of Deloitte & Touche LLP as independent auditors for Crane NXT, Co. for 2025. Deloitte & Touche LLP has been the Company's independent auditor since 2022. Although ratification of this selection is not required by law, the Board believes ratification is desirable as a matter of good corporate governance. If the stockholders do not ratify the selection of Deloitte & Touche LLP, the Audit Committee will reconsider the appointment of Deloitte & Touche LLP as the Company's independent auditor. We expect that representatives of Deloitte & Touche LLP will attend the Annual Meeting, where they will have an opportunity to make a statement if they wish to do so and to respond to appropriate questions.
Unless otherwise directed by the stockholders, proxies that are properly executed and returned or submitted electronically will be voted for approval of the ratification of Deloitte & Touche LLP to audit our consolidated financial statements for 2025.
The Audit Committee (the "Committee") is responsible to select, in its sole discretion, the firm of independent auditors to audit the Company's financial statements for each fiscal year. The Committee is also responsible for the appointment, compensation and retention of the independent auditors, oversight of the work of the independent auditors, including resolution of any disagreements that arise between management and the auditor regarding financial reporting, and evaluation of the performance of the independent auditors. The independent auditors report directly to the Audit Committee.
Set forth below is a summary of the fees for the years ended December 31, 2024 and 2023 to the Company's principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates:
2024 2023
(in thousands)
Audit fees(a)
$3,894
$3,473
Audit-related fees(b)
$ 112
$ 13
Tax fees(c)
$ 257
$ 299
All other fees(d)
$ 2
$ 3
Total
$4,265
$3,788
(a)
(b)
(c)
Audit fees include (i) reviews of the Company's quarterly and annual financial statements; (ii) Sarbanes-Oxley Act, Section 404 attestation matters; and (iii) statutory and regulatory audits, comfort letters, consents and other services related to SEC matters.
Audit-related services consisted of: (i) benefit plan audits; (ii) agreed-upon procedures reports; and (iii) financial accounting and reporting consultations.
Fees for tax compliance services totaled (in thousands) $249 and $289 in 2024 and 2023, respectively. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred, to document, compute, and obtain government approval for amounts to be included in tax filings. Fees for tax planning and advice services totaled (in thousands) $8 and
$10 in 2024 and 2023, respectively.
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(d)
Fees for all other services billed consisted of fees for software licenses.
Item 2: Ratification of the Selection of Auditors
2024
2023
Ratio of tax planning and advice fees and all other fees to audit fees, audit-related fees, and tax compliance fees
0%
0%
Percentage of non-audit services approved by the Audit Committee
100%
100%
SEC rules under the Sarbanes-Oxley Act of 2002 prohibit independent auditors of public companies from providing certain non-audit services, and require that other non-audit services be approved by the Audit Committee. The Company's policy implementing this requirement has been in place since January 2003 and:
specifies certain types of services that our independent auditors are prohibited from performing;
requires that management prepare a budget for non-prohibited services at the beginning of each fiscal year, and present the budget to the Audit Committee for their approval; and
requires that any expenditure outside of the budget also be approved by the Audit Committee in advance.
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In accordance with its written charter adopted by the Board, the Audit Committee (the "Committee") assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and financial reporting practices of Crane NXT. All the members of the Committee qualify as "independent" under the provisions of Section 10A of the Exchange Act and the rules of the SEC thereunder.
The members of the Committee are not professionally engaged in the practice of auditing or accounting and are not, and do not represent themselves to be, performing the functions of auditors or accountants. We rely without independent verification on the information provided to us and on the representations made by management and the independent auditors. We serve in an oversight capacity and are not intended to be part of the Company's operational or managerial decision-making process. The Company's management is responsible for the preparation, integrity and fair presentation of information in the Company's consolidated financial statements, the financial reporting process and internal control over financial reporting.
Deloitte & Touche LLP, the Company's independent auditors, is responsible for auditing the Company's consolidated financial statements and internal control over financial reporting. Our principal purpose is to monitor these processes. Accordingly, the Committee's oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Committee's considerations and discussions referred to below do not assure that the audit of the Company's financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States), that the financial statements are complete and accurate and are presented in accordance with generally accepted accounting principles, or that the Company's auditors are in fact "independent." Additionally, while we are responsible for reviewing the Company's policies and practices with respect to risk assessment and management, it is the responsibility of the Chief Executive Officer and senior management to determine the appropriate level of the Company's exposure to risk.
In discharging its oversight responsibility as to the audit process, the Committee:
received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors' communications with the Committee concerning independence;
discussed with the independent auditors their independence, and any activities that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors' independence;
received a report on the quality control procedures of the independent auditors;
received and discussed a report on critical audit matters;
discussed with management, the internal auditors, and the independent auditors the quality and adequacy of the Company's internal controls, with particular focus on compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as well as the internal audit function's organization, responsibilities, budget, and staffing;
reviewed with the independent auditors and the internal auditors their respective audit plans and audit scope;
reviewed with management the risk assessment and risk management procedures of the Company, including cybersecurity risk, as well as the procedures and findings of the Company's compliance program;
discussed the results of the internal audit examinations;
discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; and
discussed and reviewed, both with and without members of management present, the independent auditors' examination of the financial statements.
The Committee reviewed and discussed the audited financial statements of the Company as of and for the year ended December 31, 2024, with management and the independent auditors. Management is responsible for the preparation, presentation, and integrity of the Company's financial statements, its internal controls and financial reporting process and the procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Company's independent auditors are responsible for performing an independent audit of the Company's financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.
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Based on the above-mentioned review and discussions with the independent auditors, the Committee recommended to the Board that the Company's audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC.
The Committee approved a policy regarding services by the Company's independent auditors, effective January 1, 2003. Under this policy, the independent auditors are prohibited from performing certain services in accordance with Section 202 of the Sarbanes-Oxley Act of 2002. With respect to non-prohibited services to be provided by the independent auditors, the policy requires that a budget for such services be prepared by management and approved by the Committee at the beginning of each fiscal year, and any expenditure outside of the budget must also be approved by the Committee in advance. Pursuant to this policy, the Committee reviewed and approved the budget for the audit and other services to be provided by Deloitte & Touche LLP in 2025. The Committee also approved the reappointment of Deloitte & Touche LLP to serve as independent auditors; the Board concurred in such appointment and directed that this action be presented to stockholders for ratification.
Submitted by:
The Audit Committee of the
Board of Directors of Crane NXT, Co. on February 19, 2025
Michael Dinkins, Chair William Grogan Sandra Joyce
David D. Petratis
Incorporation by Reference. The Audit Committee Report in this Proxy Statement shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended (the "Securities Act") or the Exchange Act, and shall not be deemed filed under those Acts, except to the extent that the Company specifically incorporates any such matter in a filed document by reference.
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ITEM 3: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
PROPOSAL 3
The Board recommends voting FOR the Advisory Vote to Approve the Compensation of our Named Executive Officers
As required by SEC rules, we are asking our stockholders to approve, on an advisory, non-binding basis, the compensation of our named executive officers ("NEOs") as disclosed in the "Compensation Discussion and Analysis", the compensation tables and the related narratives below. This proposal, commonly known as a "Say-on-Pay" proposal, gives our stockholders the opportunity to express their views on our NEOs' compensation as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all of our NEOs and the philosophy, policies and practices described in this proxy statement. Based on the recommendation of stockholders at the Company's 2023 annual meeting of stockholders, and the Board's consideration of that recommendation, the Company has determined that it will hold a non-binding advisory vote to approve the compensation paid by the Company to its NEOs every year. The next stockholder vote to recommend the frequency of such votes is anticipated to be the Company's 2029 annual meeting of stockholders. The Say-on-Pay vote is advisory, and therefore is not binding on us, our Management Organization and Compensation Committee or our Board. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Management Organization and Compensation Committee will consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board and our Management Organization and Compensation Committee value the opinions of our stockholders. To the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will endeavor to engage with stockholders to better understand the concerns that influenced the vote and consider our stockholders' concerns. The Management Organization and Compensation Committee will evaluate whether any actions are necessary to address those concerns.
We believe that the compensation of our NEOs is:
closely linked to the performance of the Company as a whole and the individual executive;
aligned with the Company's annual operating plan and long-term strategic plans and objectives;
attractive in the markets in which we compete for executive talent; and
structured to reward actions in accordance with the Company's values and standards and to discourage the taking of inappropriate risks.
We recommend that our stockholders vote "FOR" the following resolution at the Annual Meeting:
Unless otherwise directed by the stockholders, proxies that are properly executed and returned will be voted for the resolution. Abstentions and broker non-votes will not count as votes for or against the proposal and will not be included in calculating the number of votes in favor of the proposal.
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COMPENSATION DISCUSSION AND ANALYSIS
This section of the Proxy Statement explains how, under the guidance of our Management Organization and Compensation Committee (the "Committee" or "Compensation Committee"), our executive compensation program is designed and operated with respect to our "named executive officers" or "NEOs," whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement. Pursuant to SEC regulations, for 2024, our NEOs include the executive officers listed below. Mr. Gallo ceased to be an executive officer on October 1, 2024 when, ahead of his February 2025 retirement, he transitioned leadership of the Company's Crane Payment Innovations ("CPI") business to the new President of CPI, Mr. Mahan. From October 1, 2024 through his retirement on February 28, 2025, Mr. Gallo remained with the Company to support a seamless leadership transition to Mr. Mahan. Ms. Kartono departed from her position with the Company on March 1, 2025 and will cease to be an employee effective April 25, 2025.
Aaron W. Saak President and Chief Executive Officer
Christina Cristiano Senior Vice President and Chief Financial Officer
Kurt F. Gallo Senior Vice President, effective until February 28, 2025
Paul G. Igoe Senior Vice President, General Counsel and Secretary
Jennifer Kartono Senior Vice President and Chief Human Resources Officer, effective until March 1, 2025
Samuel Keayes Senior Vice President, Security and Authentication Technologies, effective as of May 3, 2024
This Compensation Discussion and Analysis summarizes the compensation of the Company's NEOs in 2024. Mr. Keayes is employed in the United Kingdom and receives his compensation in GBP. Amounts in this Compensation Discussion and Analysis have been converted to USD using an exchange rate of 1.2521 USD to 1 GBP for 2024 (as of December 31, 2024), and a rate of 1.2732 USD to 1 GBP for 2023 (as of December 31, 2023).
We believe that executive officer compensation should be directly linked to performance and highly correlated to stockholder value. The principles that guide our compensation decisions include:
Alignment with our annual operating plan and longer-term strategic plans and objectives to build sustainable success and value for the Company and for our stockholders;
Competitiveness given relevant and appropriate market conditions to attract, motivate and retain highly qualified executives; and
Consistency with high standards of corporate governance to avoid encouraging executives to take risks that are reasonably likely to have a material adverse effect on the Company or to behave in ways that are inconsistent with the Company's objectives, values, and standards of behavior.
We also believe that it is important for our NEOs to have an ongoing long-term investment in the Company as outlined below under "Stock Ownership Guidelines".
We design our performance-based incentive compensation so that variation in performance will result in meaningful variation in the earned compensation paid to our NEOs. Thus, actual compensation amounts will vary above or below targeted levels depending on the Company's performance.
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Compensation Discussion and Analysis
The following table summarizes the major elements of our NEO compensation program.
Compensation Element
Principal Objectives
Key Characteristics
Base Salary
To provide a fixed amount for
Determined based on overall performance, level of
performing the duties and
responsibility, competitive compensation data, and
responsibilities of the position
comparison to other Company executives
Annual Incentive
To motivate NEOs to achieve annual
Payment based on achievement of Company-wide
Plan
financial performance goals
or business unit performance goals, as applicable,
relative to annual pre-established targets
Performance-Based
To motivate NEOs to drive long-term
Number of shares actually earned based on
Restricted Share
stockholder value creation
relative TSR over three-year performance period
Units (PRSUs)*
versus the S&P Midcap 400 Capital Goods Index constituents (capped at target if absolute TSR is
negative and maximum value capped at four times
the original grant value based on target
performance and using the 20-day average closing
price of the Company's stock for the twenty trading
days immediately prior to the start of the
performance period)
their interests with long-term stockholder interests
Value realized varies with Company stock price performance
Grants vest over four years
Value realized dependent on Company stock price appreciation
To retain NEOs and drive long-term stockholder value creation
Grants vest over four years
Value realized varies with Company stock price performance
* PRSUs and TRSUs may be collectively referred to in this Proxy Statement as "RSUs."
Base Salary
Base salary is fixed compensation paid to each executive for performing normal duties and responsibilities. We determine base salary at the date of hire based on competitive market data, current salary levels within the Company, and the salary level needed to attract the particular executive. For continuing executives, we review and determine base salary annually based on the executive's overall performance, competitive compensation data, level of responsibility, and comparison to other Company executives.
Base salaries for the NEOs were increased in early 2024 in connection with annual merit increases and to remain within a competitive range of median compensation levels in competitive market data provided by the Committee's independent compensation consultant, FW Cook. The following table lists the annual base salaries as of the end of fiscal years 2023 and 2024 for each NEO:
NEO
2023 Base Salary ($)
2024 Base Salary ($)
Percentage Increase
A. Saak
800,000
850,000
6%
C. Cristiano
450,000
470,000
4%
K. Gallo
547,190
566,000
3%
P. Igoe
475,000
492,000
4%
J. Kartono
425,000
440,000
4%
S. Keayes(1)
440,001
496,736
13%
(1)
Mr. Keayes's salary was increased in 2024 in connection with his promotion to Senior Vice President, Security and Authentication Technologies.
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Disclaimer
Crane NXT Co. published this content on May 07, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 07, 2025 at 17:55 UTC.