DEF 14A of Crane NXT, Co., Apr 11, 2024

DEF 14A of Crane NXT, Co.

Filed Apr 11, 2024 · FY20230001140361-24-019226

Open on EDGAR

  1. 2023 Compensation Highlights

    2023 Compensation Highlights 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 2023, 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 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 2023 executive compensation policies and practices:

  2. 2023 Compensation Highlights

    | 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 |

  3. 2023 Compensation Highlights

    | 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 pension plans for named executive officers • No “repricing” of out-of-the-money options without stockholder approval • No discounted stock options • 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 |

  4. Board of Directors Nominees

    Board of Directors Nominees Nominees to be Elected for Terms to Expire in 2025 Note: Age calculations for all directors are as of the Record Date.

  5. Board of Directors Nominees

    | | MICHAEL DINKINS | | | | Age: 70 Director Since: 2019 | Committees: Audit (Chair); Nominating and Governance; Executive | | President and Chief Executive Officer of Dinkins Financial (consulting firm that helps small businesses gain access to capital). 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: | | | | • 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 | | |

  6. Board of Directors Nominees

    | | WILLIAM GROGAN | | | | Age: 45 Director Since: 2023 | Committees: Audit | | 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). | | | | 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 | | |

  7. Board of Directors Nominees

    | | SANDRA JOYCE | | | | Age: 46 Director Since: 2024 | Committees: Audit | | Vice President, Google Cloud and Head, Mandiant Intelligence at Google LLC since 2022. Executive Vice President, Global Intelligence & Advanced Practices at Mandiant, Inc. from 2020 to 2022. Ms. Joyce held other roles at Mandiant from 2015 to 2020. | | | | 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 | | |

  8. Board of Directors Nominees

    | | CRISTEN KOGL | | | | Age: 58 Director Since: 2023 | Committees: Nominating and Governance; Management Organization and Compensation | | 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 also serves 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. | | | | 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 • Personal and organizational commitment to diversity, equity and inclusion; Member of Leadership Council on Legal Diversity • Deep experience in mergers & acquisitions, intellectual property, U.S. public company governance and Securities & Exchange Commission regulations, commercial contracting, enterprise and cyber risk management, litigation management, labor and employment relations, government affairs, and compliance functions | | |

  9. Board of Directors Nominees

    | | ELLEN MCCLAIN | | | | Age: 59 Director Since: 2013 | Committees: Management Organization and Compensation (Chair); Nominating and Governance | | Chief Executive Officer of Year Up (not-for-profit provider of job training services) since December 2023 and President of Year Up since 2022. Ms. McClain was Chief Operating Officer of Year Up from 2021 to 2022, and Chief Financial Officer from 2015 to 2021. Ms. McClain has also 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: | | | | • 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 | | |

  10. Board of Directors Nominees

    | | DAVID D. PETRATIS | | | | Age: 66 Director Since: 2023 | Committees: Audit | | 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. | | | | 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 | | |

  11. Board of Directors Nominees

    | | AARON W. SAAK | | | | Age: 50 Director Since: 2023 | Committees: Executive | | 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. | | | | 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 | | |

  12. Board of Directors Nominees

    | | JOHN S. STROUP | | | | Age: 57 Director Since: 2020 | Committees: Executive (Chair); Management Organization and Compensation | | Operating Advisor of Clayton, Dubilier & Rice (a global private equity manager that invests in and builds businesses) since 2020. 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 also served as a director of Crane Company since April 2023. Mr. Stroup was a director of Tenneco Inc. from 2020 to 2022 and Zurn Elkay Water Solutions Corporation from 2008 to May 2023. Mr. Stroup has also served as a director of Barry-Wehmiller since 2008. | | | | Relevant Skills and Experience: | | | | • More than 30 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 | | |

  13. Board of Directors Nominees

    | | JAMES L. L. TULLIS | | | | Age: 76 Director Since: 1998 | Committees: Nominating and Governance (Chair); Management Organization and Compensation | | Chairman of Tullis Health Investors, LLC (venture capital investments in the health care industry) since 1988. Mr. Tullis has also served as Chairman of the Board of Crane Company since April 2023, as a director of Alphatec Holdings, Inc. since 2018, and as a director of Lord Abbett & Co. Mutual Funds since 2006 (Chairman from 2017 until December 2023). Mr. Tullis was a director of Exagen Inc. from 2015 to June 2023, and electroCore, Inc. from 2018 to 2020. | | | | 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 | | |

  14. Board of Directors Nominees

    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:

  15. Board of Directors Nominees

    | • | 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. |

  16. Board of Directors Nominees

    | • | 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. |

  17. Board of Directors Nominees

    | • | 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. |

  18. Board of Directors Nominees

    | • | 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. |

  19. Board of Directors Nominees

    | • | 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. |

  20. Board of Directors Nominees

    | • | 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. |

  21. Board of Directors Nominees

    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 www.investors.cranenxt.com/governance. See “Code of Business Conduct and Ethics” below. Independence of Directors The Nominating and Governance Committee has reviewed whether any of the directors (other than Mr. Saak, who is the Company’s current Chief Executive Officer, and Mr. Mitchell, who served as Chief Executive Officer until the completion of the separation transaction on April 3, 2023, and therefore are 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 Messrs. Stroup and Tullis and Ms. McClain, all 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 for transition services, repayment for 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. The Nominating and Governance Committee accordingly recommended that the Board determine that, other than Mr. Saak and Mr. Mitchell, all of Crane NXT’s current directors and all persons who served as a director of Crane NXT at any time during 2023 are independent in accordance with the foregoing standards, and the Board has 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 most recent director search, the Committee focused in particular on unique skills and increasing gender diversity. 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. 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 23, 2025. 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.

  22. Compensation of Directors

    Compensation of Directors The members of the Board, other than Mr. Mitchell (who did not receive compensation for his service as a director for the period that he served as Chief Executive Officer prior to the separation transaction) and Mr. Saak (who does not receive compensation for his service as a director), receive the following compensation, subject to the changes described below that were approved by the Board in November 2023:

  23. Compensation of Directors

    | • | A retainer of $230,000 per year, payable $90,000 in cash and $140,000 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; |

  24. Compensation of Directors

    | • | 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); |

  25. Compensation of Directors

    | • | A retainer of $25,000 per year for the Chair of the Audit Committee; $17,500 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 |

  26. Compensation of Directors

    | • | 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. |

  27. Compensation of Directors

    No meeting fees will be paid unless the total number of meetings exceeds three more than the regularly scheduled meetings of the Board and the relevant committees. No meeting fees were paid in 2023. For Mr. Tullis, who served as the non-employee Chairman of the Board until the closing of the separation transaction on April 3, 2023, the incremental retainer for his Chairmanship was $135,000 per year, prorated for his time as non-employee Chairman of the Board in 2023. In 2023, the Company also maintained a time-sharing agreement with Mr. Tullis under which he was permitted personal use of the corporate aircraft, in exchange for full reimbursement to the Company of the aggregate incremental cost of such use, such that such use did not entail any aggregate incremental costs to the Company. The agreement terminated in connection with the closing of the separation transaction. See “Employee Benefits and Perquisites” below for more information. The Management Organization and Compensation Committee has the primary responsibility for reviewing and recommending to the Board any revisions to our director compensation program. In 2023, 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 (the compensation peer group was not modified in 2023). Following such review and consideration, the Committee recommended, and the Board approved in November 2023, the following changes to the director compensation program, effective immediately. The annual Board retainer for non-employee directors was increased from $230,000 to $235,000 (this is reflected in an increase from $140,000 to $145,000 in the value of the annual DSUs). In addition, the retainer for the Chair of the Management Organization and Compensation Committee increased from $17,500 to $20,000 per year. All changes were intended to align the program with the peer group median. DSUs are issued 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 2023 are disclosed below. In connection with the separation transaction in April 2023, each outstanding Crane NXT DSU was converted to a number of Crane NXT DSUs and Crane Company DSUs, with substantially the same terms and conditions as the original Crane NXT DSU. The converted awards had, in the aggregate, the same economic value as the original Crane NXT DSU. The conversion did not entail an incremental accounting charge and was intended to maintain the approximate intrinsic value of existing equity awards in connection with the separation transaction. 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. As of the Record Date, all directors who had attained their fifth anniversary of service were in compliance with this ownership guideline. Vested and unvested DSUs count towards ownership. Director Compensation in 2023 The following table shows the actual 2023 compensation of all directors. In accordance with SEC regulations, the table excludes Mr. Saak and Mr. Mitchell, whose compensation is shown in the 2023 Summary Compensation Table below.

  28. Compensation of Directors

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | M. R. Benante(3) | 30,625 | 0 | 30,625 | | M. Dinkins | 120,250 | 139,989 | 260,239 | | W. Grogan | 75,000 | 139,989 | 214,989 | | C. Kogl | 78,750 | 139,989 | 218,739 | | R. C. Lindsay(3) | 29,375 | 0 | 29,375 | | E. McClain | 95,404 | 158,011 | 253,415 | | C. G. McClure, Jr.(3) | 15,000 | 0 | 15,000 | | D. D. Petratis | 43,478 | 103,205 | 146,683 | | J. M. Pollino(3) | 29,250 | 0 | 29,250 | | J. S. Stroup | 201,070 | 139,989 | 341,059 | | J. L. L. Tullis | 144,875 | 139,989 | 284,864 |

  29. Compensation of Directors

    | (1) For Mr. Benante, amounts in this column include the cash value of vested shares of Crane NXT common stock received in lieu of a portion of his cash retainer at the election of Mr. Benante for the first quarter 2023. |

  30. Compensation of Directors

    | (2) Amounts in this column reflect the aggregate grant date fair value of the DSUs granted to our non-employee directors during fiscal 2023 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 assumptions on which this valuation is based are set forth in Note 7 to the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2024. The awards were as follows: |

  31. Compensation of Directors

    | • | 2,843 DSUs to each of Messrs. Dinkins, Grogan, Stroup and Tullis and Ms. Kogl; and 3,209 DSUs to Ms. McClain, in each case on April 20, 2023 with a grant date fair value per DSU of $49.24; and |

  32. Compensation of Directors

    | • | 1,793 DSUs to Mr. Petratis on July 25, 2023 at the time of his appointment to the Board, with a grant date fair value per DSU of $57.56. |

  33. Compensation of Directors

    | (3) Effective as of the closing of the separation transaction on April 3, 2023, the individual is no longer a director of Crane NXT. Annual DSU awards were issued on April 20, 2023 so these directors did not receive DSUs from Crane NXT in 2023. |

  34. Compensation of Directors

    | (4) As of December 31, 2023, each individual named in the table held the following aggregate number of shares payable by the Company subject to outstanding unvested DSU awards: Mr. Benante held 0 shares; Mr. Dinkins held 2,865 shares; Mr. Grogan held 2,865 shares; Ms. Kogl held 2,865 shares; Mr. Lindsay held 0 shares; Ms. McClain held 3,233 shares; Mr. McClure, Jr. held 0 shares; Mr. Petratis held 1,802 shares; Ms. Pollino held 0 shares; Mr. Stroup held 2,865 shares; and Mr. Tullis held 2,865 shares. |

  35. Compensation of Directors

    | ITEM 2: RATIFICATION OF THE SELECTION OF AUDITORS |

  36. Compensation of Directors

    | | PROPOSAL 2 The Board recommends voting FOR the Ratification of the Selection of Deloitte & Touche LLP as the Company’s independent auditors for 2024 |

  37. Compensation of Directors

    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 2024. 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 2024.

  38. John S. Stroup

    | • | aligned with the Company’s annual operating plan and long-term strategic plans and objectives; |

  39. Elements of Compensation and 2023 Decisions

    | Compensation Element | Principal Objectives | Key Characteristics | | Base Salary | To provide a fixed amount for performing the duties and responsibilities of the position | • Determined based on overall performance, level of responsibility, competitive compensation data, and comparison to other Company executives | | Annual Incentive Plan | To motivate named executive officers to achieve annual financial performance goals | • Payment based on achievement of Company-wide performance goals relative to annual pre-established targets | | Performance-Based Restricted Share Units (PRSUs)* | To motivate named executive officers to drive long-term stockholder value creation | • Number of shares actually earned based on relative TSR over three-year performance period versus the S&P Midcap 400 Capital Goods Index constituents • Value realized varies with Company stock price performance | | Stock Options | To attract and retain named executive officers and align their interests with long-term stockholder interests | • Grants vest over four years • Value realized dependent on Company stock price appreciation | | Time-Based Restricted Share Units (TRSUs)* | To retain named executive officers and drive long-term stockholder value creation | • Grants vest over four years • Value realized varies with Company stock price performance |

  40. Elements of Compensation and 2023 Decisions

    | * PRSUs and TRSUs may be collectively referred to in this Proxy Statement as “RSUs.” |

  41. Elements of Compensation and 2023 Decisions

    Annual Incentive Compensation We pay our named executive officers cash bonuses based on the attainment of Company performance goals established near the beginning of the year and an assessment of performance conducted near the beginning of the next year. Early in the year, the Committee establishes and approves the annual target bonus objectives and award opportunities for each of our NEOs, subject to review and approval by the Board in the case of the Chief Executive Officer. In making determinations about setting performance targets, the Committee considers a variety of factors including financial elements of the annual operating plan, comparison to prior year results, the general business outlook for the coming year, the opinions of analysts who follow the Company, and comparison to market data. Our Chief Executive Officer and other officers participate in the discussions regarding annual incentive objectives so they can provide their input and understand the expectations of each incentive plan component. Each participating executive receives a confirmation of his or her annual bonus objectives and payout range after it has been approved by the Committee (or the Board in the case of the Chief Executive Officer). Target bonus percentages (as a percentage of base salary) for Mr. Gallo and Mr. Mitchell were unchanged from 2022. Target bonus percentages for Mr. Saak, Mr. Igoe and Ms. Kartono were set in connection with their hires (Mr. Saak was not entitled to an annual incentive bonus for 2022 as he joined late in the year). Ms. Cristiano’s target bonus percentage was increased from 50% to 70% in 2023 in connection with her promotion to Senior Vice President, Chief Financial Officer of Crane NXT. Mr. Maue’s target bonus percentage was increased from 80% to 85% in 2023 due to strong performance and his dual role as Chief Financial Officer and operational responsibility for the Aerospace & Electronics segment of the pre-separation company. Performance metrics for 2023 consisted of adjusted EPS and adjusted free cash flow, weighted 75% / 25% respectively, for the Chief Executive Officer and other NEOs. In addition to the targeted performance goals, for each performance metric, the Committee set minimum, threshold and maximum performance levels, so that actual payouts could range from 0% to 200% of the target award amounts, with linear interpolation between levels. In February 2023, the Committee established performance metric targets and payout ranges for the Crane NXT portion of the business in anticipation of the then-pending separation transaction. Note that these targets are lower than the pre-separation company’s prior year targets and actuals due to the post-separation company’s smaller size. Actual performance compared to annual incentive objectives for the NEOs were as follows:

  42. Elements of Compensation and 2023 Decisions

    | Corporate Objectives | Threshold (0% payout) ($) | Target (100% payout) ($) | Maximum (200% payout) ($) | Actual ($) | Performance relative to Target Range | Weight | Calculated Payout (%) | | Adjusted EPS* | 3.33 | 4.16 | 4.99 | 4.25 | 110.9% | 75% | 83.2% | | Adjusted free cash flow* | 161.6M | 230.8M | 300.0M | 272.3M | 159.9% | 25% | 40.0% | | Weighted payout % | | | | | | | 123.1% |

  43. Elements of Compensation and 2023 Decisions

    | Named Executive Officer | Bonus Target (% of Salary) | Bonus Target ($) | Payout (%) | Bonus Paid ($) | | A. W. Saak | 100% | 800,000 | 123.1 | 984,800 | | M. H. Mitchell(1) | 120% | 1,440,000 | N/A | N/A | | C. Cristiano | 70% | 315,000 | 123.1 | 387,765 | | R. A. Maue(1) | 85% | 648,581 | N/A | N/A | | K. F. Gallo | 70% | 383,032 | 123.1 | 471,513 | | P. G. Igoe | 70% | 332,500 | 123.1 | 409,308 | | J. Kartono | 70% | 297,500 | 123.1 | 366,223 |

  44. Elements of Compensation and 2023 Decisions

    Long-Term Equity Incentive Compensation The Stock Incentive Plan is used to provide long-term incentive compensation through stock options and PRSUs, as well as retention of employees through TRSUs. We believe that employees who own Crane NXT stock are more motivated to create stockholder value. The Committee determined an overall target dollar value for long-term equity incentive awards for each of the NEOs. In determining these amounts, the Committee considered the competitive market data compiled by FW Cook, Company and individual performance in 2022, and our historical grant practices including the number of shares and the fair market value of the stock. The Committee then allocated the total target dollar amount among the applicable award types, as follows: for our then Chief Executive Officer (Mr. Mitchell), 55% as PRSUs, 25% as stock options and 20% TRSUs; and for each of the other NEOs (except as described below), 50% as PRSUs, 25% as stock options, and 25% as TRSUs. To determine the target number of PRSUs and the number of stock options and TRSUs, the Committee divided the applicable dollar amount by the closing price of our common stock for the PRSUs and TRSUs and by the Black-Scholes accounting value for the stock options (rounded in each case to the nearest whole share) on the date the awards were granted. For fiscal year 2023, Mr. Saak received only TRSUs and Options (no PRSUs). This allocation was intended to ensure that Mr. Saak had as much exposure to Crane NXT equity as possible on the date of the separation transaction (this allocation avoided PRSUs, which would have been split into PRSUs on both Crane NXT and Crane Company stock in connection with the separation transaction). In fiscal 2024, consistent with the Company’s historical equity award allocation for CEOs, Mr. Saak’s equity awards were allocated 55% as PRSUs, 25% as stock options and 20% TRSUs. Mr. Igoe and Ms. Kartono were hired after the 2023 annual grant date and received only TRSUs (no PRSUs or Options) to compensate them for imminent compensation opportunities forfeited at their former employers as a result of their transition to the Company. For fiscal year 2024, Mr. Igoe and Ms. Kartono received 50% as PRSUs, 25% as stock options and 25% as TRSUs, consistent with our normal program for a non-CEO named executive officers’ first full year of employment. The table below sets forth, for each of our NEOs, the dollar value used by the Committee and resulting number of shares for the awards.

  45. Elements of Compensation and 2023 Decisions

    | Named Executive Officer | 2023 Long-Term Incentive Grants* | | | | | | | | | Stock Options | | PRSUs (at target) | | TRSUs | | LTI Total (at target) ($) | | | | # | | # | | # | | | A. W. Saak | 3,000,000 | 70,638 | 0 | 0 | 1,000,000 | 8,354 | 4,000,000 | | M. H. Mitchell | 1,340,000 | 31,552 | 2,948,000 | 24,626 | 1,072,000 | 8,955 | 5,360,000 | | C. Cristiano | 62,500 | 1,472 | 125,000 | 1,044 | 712,500 | 13,723 | 900,000 | | R. A. Maue | 325,000 | 7,652 | 650,000 | 5,430 | 325,000 | 2,715 | 1,300,000 | | K. F. Gallo | 162,500 | 3,826 | 325,000 | 2,715 | 162,500 | 1,357 | 650,000 | | P. G. Igoe | 0 | 0 | 0 | 0 | 800,000 | 7,117 | 800,000 | | J. Kartono | 0 | 0 | 0 | 0 | 550,000 | 11,170 | 550,000 |

  46. Elements of Compensation and 2023 Decisions

    | * This table reflects share numbers before giving effect to adjustments made in connection with the separation. See “Adjustments to Equity Awards in Connection with Separation” section below for more detail. |

  47. Elements of Compensation and 2023 Decisions

    The values of the PRSUs reflected in the Summary Compensation Table are different from, and higher than, the intended values reflected in the table above. This is because the values reported in the Summary Compensation Table are valued under accounting rules intended to capture the “grant date fair value” of the PRSUs for accounting purposes using a “Monte Carlo” valuation methodology, which is influenced by numerous factors, including interest rates and stock volatility. This “grant date fair value” is used to expense the PRSUs under relevant accounting rules. We believe that the intended values of the PRSUs reflected in the table above are a more accurate representation of the values intended to be delivered to our NEOs. PRSU Awards – 3-Year Performance Period Based on Relative TSR Fiscal 2023 PRSU Awards. The Committee grants to NEOs and other senior executives PRSUs with three-year performance vesting conditions based on relative total stockholder return as described below, thus directly linking this form of stock-based compensation to returns received by our stockholders relative to comparator industrial technology companies.

  48. Elements of Compensation and 2023 Decisions

    | Performance Level | PRSU Grants | | | | CXT Relative TSR | Shares Earned % of Target | | Below Threshold | <25th percentile | 0% | | Threshold | 25th percentile | 25% | | Target | 50th percentile | 100% | | Maximum | ≥75th percentile | 200% |

  49. Elements of Compensation and 2023 Decisions

    The vesting of PRSUs awarded in February 2023 is based on a relative measurement of TSR for the Company from January 1, 2023 through December 31, 2025, compared to TSRs of the other companies in the S&P Midcap 400 Capital Goods Group. The Committee determined to use the S&P Midcap 400 Capital Goods Group (the comparator group) because a larger group (than the peer group discussed below used to benchmark target pay levels) is appropriate for measuring relative TSR over a three-year period because (1) company size is less relevant for TSR comparisons than benchmarking target pay levels, (2) the larger group better represents the broader universe of companies with which the Company competes for investor capital and (3) it is less likely to be meaningfully affected by the loss of comparator group companies during the performance period. For TSR between the 25th and 50th percentiles and between the 50th and 75th percentiles, the vesting is interpolated on a straight-line basis. If the Company’s absolute TSR for the three-year period is negative, the maximum vesting is capped at target regardless of performance relative to the comparator group companies. In addition, the maximum value that can be earned under the PRSUs (total shares earned multiplied by the final share price) is capped at four times the original grant value (assuming target performance and using the Company’s stock price on grant date). The Company does not grant dividend equivalents in connection with PRSUs. PRSUs do not count towards ownership for purposes of the Company’s stock ownership guidelines. Payout of Fiscal 2021 PRSU Awards. As previously disclosed in the proxy statement filed in 2022, the vesting of PRSUs granted to our then NEOs in 2021 was based on a relative measurement of TSR for the pre-separation entity over the three-year period January 1, 2021, through December 31, 2023, compared to TSRs of the other companies in the S&P Midcap 400 Capital Goods Group. Originally granted in 2021, each such PRSU award was converted into a Crane NXT PRSU award and a Crane Company PRSU award in connection with the separation transaction. The conversion was intended to approximate the intrinsic value of the original PRSU award. To preserve the performance orientation of the program through the separation transaction, the PRSU awards were further adjusted in connection with the separation transaction so that the Crane NXT PRSU award would be earned based on Crane NXT TSR performance, and the Crane Company PRSU award would be earned based on Crane Company TSR performance, in each case over the remainder of the original 3-year performance period. In early fiscal 2024, the Committee determined that the PRSU award on Crane NXT stock was earned at 194.9% of target and the PRSU award on Crane Company stock was earned at 177.6% of target. Despite stock performance above the 75th percentile for each company, the number of shares earned was less than 200% due to application of the cap of four times the original grant value. Stock Option Awards – Vest 25% Per Year Over Four Years Stock options are granted with a per-share exercise price at no less than fair market value on the date of grant. Stock option awards vest in four installments of 25% per year over four years and have 10-year terms. Accordingly, employees can realize a gain only if the share price increases from the date of grant, directly linking this component of incentive compensation to increases in stockholder value. Although broad market dynamics can strongly influence our share price, the Committee believes that granting stock options to our senior level management employees motivates actions that improve the share price, such as profitable sales growth through organic growth as well as acquisitions, improvement in operating margins to generate increased operating profit and drive higher multiple valuations, and prudent use of free cash flow through capital expenditures, dividends, acquisitions, and stock repurchases. The Company does not grant dividend equivalents in connection with options. Stock options do not count towards ownership for purposes of the Company’s stock ownership guidelines. TRSU Awards – Vest 25% Per Year Over Four Years Like the stock options, the TRSUs granted to our NEOs vest in four installments of 25% per year over four years. Dividends are paid on TRSUs prior to vesting. Adjustments to Equity Awards in Connection with Separation Equity awards held by the Company’s NEOs (other than Mr. Saak) and non-employee directors were adjusted in connection with the separation transaction using the “shareholder method”. Under this method, the holder of each pre-separation award was granted an additional award in Crane Company equity covering the same number of shares as the pre-separation award. Option exercise prices were proportionately adjusted to reflect the relative values of each company as of the separation transaction. The adjusted awards are intended to have a combined intrinsic value immediately following the separation transaction approximately equal to the intrinsic value of the corresponding awards immediately before the separation transaction. As noted above, each NEO PRSU award was converted into a Crane NXT PRSU award and a Crane Company PRSU award in connection with the separation transaction. To preserve the performance orientation of the program through the separation transaction, the PRSU awards were further adjusted in connection with the separation transaction so that the Crane NXT PRSU award would be earned based on Crane NXT TSR performance, and the Crane Company PRSU award would be earned based on Crane Company TSR performance, in each case over the remainder of the original 3-year performance period. For Mr. Saak, to ensure had as much exposure to Crane NXT equity as possible on the date of the separation transaction, his awards were adjusted using the “replacement method”. Under this method, he did not receive Crane Company awards. His original awards were adjusted in connection with the transaction to ensure that the intrinsic values of the awards after the adjustments were approximately equal to the intrinsic values of the corresponding awards immediately before the adjustments. The vesting and other terms of the adjusted awards remain substantially unchanged. Service with the applicable post-separation employer determines vesting, and the related expense is borne by such post-separation employer. Unless otherwise noted, information in this Proxy Statement regarding Crane NXT equity awards is presented on a pre-adjusted basis.

  50. Compensation Decision-Making Process

    | Crane NXT’s Compensation Peer Group for 2023 |

  51. Compensation Decision-Making Process

    | * Altra Industrial Motion Corp. was acquired by Regal Rexnord in March 2023; however, it remained in the peer group because compensation data was unimpacted. |

  52. Compensation Decision-Making Process

    | ** Diebold Nixdorf announced a plan to restructure via Chapter 11 in March 2023; however, it remained in the peer group because compensation data was unimpacted. |

  53. Compensation Decision-Making Process

    | Crane Holdings’ Compensation Peer Group for 2023 |

  54. Governance and Regulatory Considerations

    For purposes of these guidelines, (1) shares owned of record or held in a brokerage account or in the Company’s 401(k) savings plan are valued at current fair market value; (2) restricted stock and restricted share units subject only to time-based vesting restrictions are valued net after-tax at 65% of current fair market value; (3) performance-based restricted share units do not count toward the minimum ownership levels; and (4) unexercised stock options, whether or not vested, do not count toward the minimum ownership levels. There is no set time period for reaching the minimum ownership level. However, prior to attaining the applicable minimum ownership level, an executive who exercises a stock option or vests in a portion of his or her restricted stock or restricted share units must retain no less than 50% of the net shares remaining after the payment of applicable taxes. Once such guidelines are met, the policy permits executives to sell any shares held above the required ownership guidelines.

  55. Governance and Regulatory Considerations

    Policies with Respect to Timing of Stock-Based Awards and Exercise Price of Stock Options Annual awards of stock options and RSUs to named executive officers are normally approved at the Committee’s regular February meeting, in order that full prior-year performance may be considered, and then the awards are granted effective 10 business days after the Company’s full year earnings have been released, to better align grant date value with the stockholders’ experience. The Committee also grants stock options and RSUs at other dates to newly hired or promoted executives. All options must be granted at an exercise price that is at least equal to the closing price of the Company’s common stock on the date of grant. Policy with Respect to Hedging and Pledging of Company Stock We have maintained a longstanding policy prohibiting any non-employee director, executive officer (including our named executive officers), or any other designated employee who qualifies as an insider under applicable SEC regulations from (1) entering into any hedging or monetization transactions involving Company securities or (2) pledging Company securities as collateral for a loan. During 2023, none of our directors and executive officers engaged in any such transactions. Clawback Policy As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), we maintain a clawback policy, which requires that certain incentive compensation paid to any current or former executive officer, including our named executive officers, will be subject to recoupment if (x) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct, and (y) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the fiscal year in which the restatement was required. Incentive compensation subject to the clawback policy consists of compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (as defined in the rules implementing such requirement), including stock price and total stockholder return, on and after October 2, 2023. Deductibility of Executive Compensation Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a tax deduction to certain publicly-held corporations for any remuneration in excess of $1 million paid in any taxable year to their chief executive officer, chief financial officer, and certain other current and former highly compensated officers that qualify as covered employees within the meaning of Section 162(m) of the Code. The Compensation Committee has previously considered tax deductibility when structuring our executive compensation arrangements for our current and former executive officers. However, the Compensation Committee may, in its judgment, pay compensation that is not fully tax deductible to the extent it determines that doing so is appropriate to attract and retain executive talent or to meet other business needs. The Compensation Committee intends to continue to compensate our current and former executive officers, including the NEOs, in a manner consistent with our best interests and the best interests of our stockholders. Taxation of “Parachute Payments” and Deferred Compensation We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that the NEO might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant equity interests in our Company, and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change of control of our Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code. Accounting for Stock-Based Compensation We follow The Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock unit awards and performance unit awards (including PRSUs), based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below for equity awards to our NEOs as required by the applicable SEC rules. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that the recipient of such compensation is required to render service in exchange for the option or other award. For performance unit awards (including PRSUs), stock-based compensation expense recognized may be adjusted over the performance period based on interim estimates of performance against pre-set objectives.

  56. Other Arrangements with Our Named Executive Officers

    Other Arrangements with Our Named Executive Officers We believe that these arrangements serve our retention objectives by permitting our NEOs to maintain continued focus and dedication to their responsibilities in order to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company. Severance Practice Our prevailing practice is to pay our executives, including our NEOs, an amount equal to one year’s base salary, either in a lump sum or by continuation of biweekly payroll distributions, with medical, dental, and other welfare benefits and retirement benefits continuing during such period, upon an involuntary termination as a result of a reduction in workforce or reorganization. Employment/Severance Agreements Each NEO who remained employed with Crane NXT, Co. following the separation transaction has entered into an employment/severance agreement with the Company. The agreements provide protections in the event of termination of employment by the Company under specified circumstances following a change in control of the Company. The protection applies during a period that runs through the earlier to occur of (1) the third anniversary of a change in control of the Company or (2) the first month following the NEO’s 65th birthday (the “change in control period”). We believe that these protections, described below, serve our retention objectives by permitting our NEOs to maintain continued focus and dedication to their responsibilities in order to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company. Death; Disability. If the NEO’s employment with us is terminated due to death or disability (as defined in the agreement) within the change in control period, the NEO would receive his or her accrued compensation as of the date of termination, including the annual bonus paid to the NEO for the last full fiscal year (prorated for the number of days in the current fiscal year through the date of termination). Involuntary Termination. If, within the change in control period, the Company terminates the NEO’s employment other than for cause, disability, or death, or if the NEO terminates his or her employment for good reason (each as defined in the agreement), the NEO would receive the following benefits:

  57. Other Arrangements with Our Named Executive Officers

    | • | A lump sum payment equal to (i) a pro-rated bonus equal to the annual bonus of the most recently completed fiscal year or (ii) the average bonus paid or payable to the NEO for the three fiscal years immediately preceding 2023 (the “average annual bonus”), whichever is greater; |

  58. Other Arrangements with Our Named Executive Officers

    | • | A lump sum payment equal to three times the sum of (i) the annual base and (ii) the average annual bonus; and |

  59. Other Arrangements with Our Named Executive Officers

    | • | Continued benefits for the remainder of the change in control period on the same basis as before termination. |

  60. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below summarizes the compensation for 2023, 2022 and 2021 earned by the Company’s Named Executive Officers, determined in accordance with SEC regulations.

  61. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Aaron W. Saak President and Chief Executive Officer (eff. 4/3/2023) | 2023 | 800,000 | 350,000 | 1,000,072 | 3,082,546 | 984,800 | — | 82,335 | 6,299,752 | | | 2022 | 46,154 | 350,000 | 2,200,033 | — | — | — | 11,154 | 2,607,341 | | | 2021 | — | — | — | — | — | — | — | — | | Max H. Mitchell President and Chief Executive Officer (until 4/3/2023) | 2023 | 423,894 | — | 4,697,803 | 1,340,013 | 659,729 | — | 51,549 | 7,172,988 | | | 2022 | 1,200,000 | 4,569,575 | 1,339,997 | 1,919,520 | 0 | 287,464 | 9,316,556 | | | | 2021 | 1,177,990 | 3,956,400 | 1,274,996 | 2,880,000 | 0 | 195,104 | 9,484,490 | | | Christina Cristiano Senior Vice President and Chief Financial Officer (eff. 4/3/2023) | 2023 | 427,822 | 150,000 | 860,284 | 64,420 | 387,765 | — | 46,611 | 1,936,902 | | Richard A. Maue Executive Vice President and Chief Financial Officer (until 4/3/2023) | 2023 | 219,719 | — | 1,093,630 | 324,980 | 297,144 | — | 20,151 | 1,955,625 | | | 2022 | 717,209 | — | 1,096,141 | 325,002 | 767,644 | — | 104,466 | 3,010,462 | | | 2021 | 681,258 | — | 966,767 | 312,508 | 1,028,352 | — | 70,313 | 3,059,198 | | Kurt F. Gallo Senior Vice President | 2023 | 545,571 | — | 546,755 | 167,559 | 471,513 | — | 74,560 | 1,805,958 | | | 2022 | 524,587 | — | 548,121 | 162,485 | 590,755 | — | 72,657 | 1,898,605 | | | 2021 | 502,900 | — | 502,711 | 162,500 | 708,271 | — | 51,430 | 1,927,812 | | Paul G. Igoe Senior Vice President, General Counsel and Secretary (eff. 4/3/2023) | 2023 | 405,939 | 600,000 | 799,990 | — | 409,308 | — | 32,735 | 2,247,972 | | Jennifer Kartono Senior Vice President and Chief Human Resources Officer (eff. 4/10/2023) | 2023 | 294,231 | 250,000 | 550,011 | — | 366,223 | — | 15,244 | 1,475,708 |

  62. 2023 Summary Compensation Table

    | (1) For NEOs whose employment with the Company terminated in the indicated year, the salary presented is prorated based on the number of days in the indicated year during which the NEO was employed with us. For Mr. Mitchell, in accordance with SEC regulations, the salary amount reported includes $73,125 in fees paid to him in cash in connection with service on our Board following the separation transaction. |

  63. 2023 Summary Compensation Table

    | (2) This amount reflects the two installments of the cash new-hire bonus paid to Mr. Saak in 2022 and 2023, respectively, in connection with his acceptance of employment with the Company in November 2022 and the cash new-hire bonuses paid to Mr. Igoe and Ms. Kartono in connection with their acceptance of employment in 2023. The Committee awards new-hire bonuses as a tool to compensate new-hire NEOs for compensation opportunities that are forfeited with their prior employer because of transitioning to the Company. These bonuses are typically subject to Company favorable reimbursement provisions. For example, the bonuses are subject to repayment upon a voluntary termination of employment by the applicable NEO within two years of the date the bonus is paid. In addition, this column reflects a one-time bonus to Ms. Cristiano for work on the separation transaction. |

  64. 2023 Summary Compensation Table

    | (3) Amounts shown in this column reflect the grant date fair value of TRSUs and PRSUs granted in the indicated year plus the incremental accounting expense associated with the conversion of equity awards in connection with the separation transaction, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For details of individual grants of TRSUs and PRSUs during 2023 see the 2023 Grants of Plan-Based Awards table below. The assumptions on which these valuations are based are set forth in Note 7 to the audited financial statements included in the Company’s annual report on Form 10-K filed with the SEC on February 22, 2024. For Mr. Mitchell, in accordance with SEC regulations, the amount reported in the Stock Awards column includes the aggregate grant date fair value of $139,989 for the DSUs granted to him in 2023 in connection with his service as a member of our Board following the separation transaction, as computed in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. |

  65. 2023 Summary Compensation Table

    | (4) Amounts shown in this column reflect the grant date fair value of options granted in the indicated year plus the incremental accounting expense associated with the conversion of equity awards in connection with the separation transaction, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For details of individual grants of stock options during 2023 see the 2023 Grants of Plan-Based Awards table below. The assumptions on which these valuations are based are set forth in Note 7 to the audited financial statements included in the Company’s annual report on Form 10-K filed with the SEC on February 22, 2024. |

  66. 2023 Summary Compensation Table

    | (5) Amounts shown in this column represent annual bonuses for the indicated year. For details of the 2023 grants, including the minimum, target and maximum amounts that were potentially payable, see 2023 Grants of Plan-Based Awards Table below. For NEOs whose employment with the Company terminated in the indicated year (Mr. Mitchell and Mr. Maue), the non-equity incentive plan compensation amounts presented are prorated based on the number of days in the indicated year during which the NEO was employed with us. Mr. Mitchell and Mr. Maue’s non-equity incentive plan compensation amounts for 2023 were paid by Crane Company; no bonus was paid by Crane NXT for 2023 but these amounts are disclosed here because disclosure may be required under applicable SEC rules. |

  67. 2023 Summary Compensation Table

    | (6) For 2022 and 2021, the amount shown in this column for Mr. Mitchell is the change in the actuarial present value of the accumulated benefit under all defined benefit plans. For 2022 and 2021, the value is negative and therefore shown as $0. As noted in the Compensation Discussion and Analysis, sponsorship of the defined benefit plans was transferred to Crane Company in connection with the separation transaction. Accordingly, as of the end of the last fiscal year, the Company had no obligations under any defined benefit pension plans in which the NEOs participate. |

  68. 2023 Summary Compensation Table

    | (7) Amounts in this column for 2023 include the following: |

  69. 2023 Summary Compensation Table

    | | Personal Use of Company Aircraft* ($) | Personal Use of Company- Provided Car ($) | Company Contribution to Benefit Equalization Plan ($) | Company Contribution to 401(k) Plan ($) | Insurance Premiums ($) | Cyber Security Protection ($) | Medical Reimbursement ($) | Total ($) | | A. W. Saak | — | 15,979 | 24,600 | 19,050 | 18,656 | — | 4,050 | 82,335 | | M. H. Mitchell | 31,164 | — | — | 19,800 | 585 | — | — | 51,549 | | C. Cristiano | — | 8,431 | 13,894 | 19,050 | 5,236 | — | — | 46,611 | | R. A. Maue | — | — | — | 19,800 | 351 | — | — | 20,151 | | K. F. Gallo | — | 10,069 | 24,190 | 19,050 | 18,301 | 2,950 | — | 74,560 | | P. G. Igoe | — | 11,438 | — | 6,486 | 14,811 | — | — | 32,735 | | J. Kartono | — | 8,306 | — | 3,433 | 3,505 | — | — | 15,244 |

  70. 2023 Summary Compensation Table

    | * The method of computing the cost of personal use of the aircraft is based on aggregate incremental cost to the Company. |

  71. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table presents, for each of our NEOs, information concerning grants of plan-based awards made during fiscal 2023. This information supplements the information about these awards set forth in the 2023 Summary Compensation Table. Any differences between the information in this table and the 2023 Summary Compensation Table are due to rounding.

  72. 2023 Grants of Plan-Based Awards

    | Name | Type of Award | Grant Date(1) | Approval Date | Estimated possible payouts under non-equity incentive plan awards(2) ($) | | | Estimated future payouts under equity incentive plan awards(3) (#) | | | All Other Stock Awards: Number of shares of stock or units (#)(4) | All other option awards: Number of securities underlying options (#)(5) | Exercise or base price of option awards ($/sh)(6) | Grant date fair value of stock and option awards ($)(7) | | | | | | Threshold | Target | Max. | Threshold | Target | Max. | | | | | | A. W. Saak | AIP | | | — | 800,000 | 1,600,000 | | | | | | | | | | TRSU | 2/6/2023 | 1/23/2023 | | | | | | | 8,354 | | | 1,000,057 | | | Options | 2/6/2023 | 1/23/2023 | | | | | | | | 70,638 | 119.71 | 3,082,557 | | M. H. Mitchell | AIP | | | — | 1,440,000 | 2,880,000 | | | | | | | | | | PRSU | 2/6/2023 | 1/23/2023 | | | | 6,157 | 24,626 | 49,252 | | | | 3,485,810 | | | TRSU | 2/6/2023 | 1/23/2023 | | | | | | | 8,955 | | | 1,072,003 | | | Options | 2/6/2023 | 1/23/2023 | | | | | | | | 31,552 | 119.71 | 1,340,013 | | | DSU | 4/20/2023 | 12/4/2022 | | | | | | | 2,843 | | | 139,989 | | C. Cristiano | AIP | | | — | 315,000 | 630,000 | | | | | | | | | | PRSU | 2/6/2023 | 1/23/2023 | | | | 261 | 1,044 | 2,088 | | | | 147,778 | | | TRSU | 2/6/2023 | 1/23/2023 | | | | | | | 522 | | | 62,489 | | | TRSU | 4/20/2023 | 2/24/2023 | | | | | | | 13,201 | | | 650,017 | | | Options | 2/6/2023 | 1/23/2023 | | | | | | | | 1,472 | 119.71 | 64,011 | | | Adjusted Option | 4/3/2023 | 4/3/2023 | | | | | | | | | | 409 | | R. A. Maue | AIP | | | — | 648,581 | 1,297,162 | | | | | | | | | | PRSU | 2/6/2023 | 1/23/2023 | | | | 1,358 | 5,430 | 10,860 | | | | 768,617 | | | TRSU | 2/6/2023 | 1/23/2023 | | | | | | | 2,715 | | | 325,013 | | | Options | 2/6/2023 | 1/23/2023 | | | | | | | | 7,652 | 119.71 | 324,980 | | K. F. Gallo | AIP | | | — | 383,032 | 766,065 | | | | | | | | | | PRSU | 2/6/2023 | 1/23/2023 | | | | 679 | 2,715 | 5,430 | | | | 384,308 | | | TRSU | 2/6/2023 | 1/23/2023 | | | | | | | 1,357 | | | 162,446 | | | Options | 2/6/2023 | 1/23/2023 | | | | | | | | 3,826 | 119.71 | 166,377 | | | Adjusted Option | 4/3/2023 | 4/3/2023 | | | | | | | | | | 1,181 | | P. G. Igoe | AIP | | | — | 332,500 | 665,000 | | | | | | | | | | TRSU | 3/20/2023 | 2/8/2023 | | | | | | | 7,117 | | | 799,951 | | J. Kartono | AIP | | | — | 297,500 | 595,000 | | | | | | | | | | TRSU | 4/20/2023 | 3/3/2023 | | | | | | | 11,170 | | | 550,011 |

  73. 2023 Grants of Plan-Based Awards

    | (1) All awards were made under the Stock Incentive Plan. |

  74. 2023 Grants of Plan-Based Awards

    | (2) Amounts in these columns relate to cash incentive compensation opportunities under our annual bonus plan. See the Compensation Discussion and Analysis for more information on the 2023 annual bonus opportunity. In early 2024, the Committee approved bonus payouts for 2023 at 123.1% of target for Messrs. Saak, Gallo and Igoe and Mses. Cristiano and Kartono. The remaining NEOs did not receive an individual award from Crane NXT as their 2023 bonuses were paid by Crane Company. The actual amounts paid to our NEOs are set forth in the Summary Compensation Table above. |

  75. 2023 Grants of Plan-Based Awards

    | (3) Amounts shown relate to opportunities in respect of grants of PRSUs under the Stock Incentive Plan. The actual number of shares that will vest will be determined at year-end 2025 with reference to the ranking of the Company’s TSR versus the TSR of the other companies in the S&P Midcap 400 Capital Goods Group over the period from January 1, 2023 through December 31, 2025. See the Compensation Discussion and Analysis for more information. |

  76. 2023 Grants of Plan-Based Awards

    | (4) TRSUs vest in four installments of 25% per year over four years beginning on the first anniversary of the date of grant. For Mr. Mitchell, in accordance with SEC regulations, the amount includes 2,843 DSUs granted to him in 2023 in connection with his service as a member of our Board following the separation transaction. For Messrs. Saak and Igoe, in connection with the separation transaction, the number of shares reflected in this column was adjusted to the amount shown in the 2023 Outstanding Equity Awards table below. |

  77. 2023 Grants of Plan-Based Awards

    | (5) Options vest in four installments of 25% per year over four years beginning on the first anniversary of the date of grant. For Mr. Saak, in connection with the separation transaction, the number of options reflected in this column was adjusted to the amount shown in the 2023 Outstanding Equity Awards table below. |

  78. 2023 Grants of Plan-Based Awards

    | (6) The exercise price of options is the fair market value of the Company’s stock on the date of grant, determined in accordance with the terms of the Stock Incentive Plan, which is the closing market price on the date of grant. In connection with the separation transaction, the exercise price for these options was adjusted to the amount shown in the 2023 Outstanding Equity Awards table below. |

  79. 2023 Grants of Plan-Based Awards

    | (7) The amounts reported in this column reflect the aggregate grant date fair value of the equity awards as computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In connection with the separation transaction, the Company incurred incremental accounting charges as a result of the adjustment of certain stock option awards. These incremental accounting charges are included in the grant date fair value of Mr. Saak, Ms. Cristiano and Mr. Gallo’s option awards above, and the grant date fair value of Adjusted Options reflects the amount of the incremental accounting charge incurred with respect to prior year option awards. |

  80. 2023 Grants of Plan-Based Awards

    2023 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards covering Crane NXT, Co. securities held by our NEOs as of December 31, 2023 and, accordingly, information in this table reflects the adjustment to equity awards in connection with the separation transaction. As noted in the Compensation Discussion and Analysis, equity awards held by Messrs. Mitchell and Maue were adjusted in connection with the separation transaction, and, as of the separation transaction, vesting of such awards is contingent on service to Crane Company. Accordingly, as of December 31, 2023, no equity award agreements were outstanding between Messrs. Mitchell or Maue, on the one hand, and the Company, on the other hand, other than the DSU Mr. Mitchell received in connection with his service as a member of the Board, which is reflected in the table below.

  81. 2023 Grants of Plan-Based Awards

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | A. W. Saak | — | 188,193(8) | 44.93 | 2/6/2033 | 64,006 | 3,640,021 | — | — | | M. H. Mitchell | — | — | — | — | 2,865 | 162,932 | — | — | | C. Cristiano | 2,956 | 986(5) | 31.38 | 1/27/2030 | 14,521 | 825,809 | 6,656 | 378,527 | | | 1,140 | 1,141(6) | 29.50 | 1/25/2031 | | | | | | | 432 | 1,298(7) | 38.19 | 2/7/2032 | | | | | | | — | 1,472(8) | 44.94 | 2/6/2033 | | | | | | K. F. Gallo | 7,455 | — | 21.95 | 1/26/2025 | 3,882 | 220,769 | 19,879 | 1,130,519 | | | 11,325 | — | 27.74 | 1/30/2027 | | | | | | | 9,975 | — | 29.71 | 1/28/2029 | | | | | | | — | 3,560(5) | 31.38 | 1/27/2030 | | | | | | | 3,902 | 3,903(6) | 29.50 | 1/25/2031 | | | | | | | — | 3,749(7) | 38.19 | 2/7/2032 | | | | | | | — | 3,826(8) | 44.94 | 2/6/2033 | | | | | | P. G. Igoe | — | — | — | — | 18,962 | 1,078,369 | — | — | | J. Kartono | — | — | — | — | 11,170 | 635,238 | — | — |

  82. 2023 Grants of Plan-Based Awards

    | (1) Options vest on the dates indicated in the corresponding footnote. See Compensation Discussion and Analysis and below for accelerated vesting provisions. |

  83. 2023 Grants of Plan-Based Awards

    | (2) Figures in this column include time-based RSUs. For Mr. Mitchell, in accordance with SEC regulations, the amount reported includes 2,843 DSUs granted to him in 2023 in connection with his service as a member of our Board, as well as 22 shares of unvested deferred dividends related thereto. The DSUs are scheduled to vest on April 20, 2024. Otherwise, the RSUs listed in the column are scheduled to vest according to the following schedule: |

  84. 2023 Grants of Plan-Based Awards

    | Vesting Date | Saak | Mitchell | Cristiano | Gallo | Igoe | Kartono | | January 25, 2024 | — | — | 151 | 517 | — | — | | January 27, 2024 | — | — | 81 | 292 | — | — | | February 06, 2024 | 5,562 | — | 130 | 339 | — | — | | February 07, 2024 | — | — | 138 | 400 | — | — | | March 20, 2024 | — | — | — | — | 4,739 | — | | April 20, 2024 | — | 2,865 | 3,300 | — | — | 2,792 | | November 28, 2024 | 13,915 | — | — | — | — | — | | January 25, 2025 | — | — | 151 | 517 | — | — | | February 06, 2025 | 5,566 | — | 131 | 339 | — | — | | February 07, 2025 | — | — | 138 | 399 | — | — | | March 20, 2025 | — | — | — | — | 4,740 | — | | April 20, 2025 | — | — | 3,300 | — | — | 2,793 | | November 28, 2025 | 13,915 | — | — | — | — | — | | February 06, 2026 | 5,563 | — | 130 | 339 | — | — | | February 07, 2026 | — | — | 139 | 400 | — | — | | March 20, 2026 | — | — | — | — | 4,739 | — | | April 20, 2026 | — | — | 3,300 | — | — | 2,792 | | November 28, 2026 | 13,919 | — | — | — | — | — | | February 06, 2027 | 5,566 | — | 131 | 340 | — | — | | March 20, 2027 | — | — | — | — | 4,744 | — | | April 20, 2027 | — | — | 3,301 | — | — | 2,793 |

  85. 2023 Grants of Plan-Based Awards

    See Compensation Discussion and Analysis for accelerated vesting provisions.

  86. 2023 Grants of Plan-Based Awards

    | (3) Computed using a price of $56.87 per share, which was the closing market price of the Company’s stock on the last trading day of 2023. |

  87. 2023 Grants of Plan-Based Awards

    | (4) The PRSUs granted in 2022 and 2023 will vest, if at all, on December 31, 2024, and December 31, 2025, respectively, as determined with reference to the percentile ranking of the total stockholder return (share price appreciation plus reinvested dividends), or TSR, of the Company’s common stock for the three-year period ending on that date, as compared to the TSRs of the other companies in the S&P Midcap 400 Capital Goods Group. Pursuant to SEC rules, the hypothetical amounts shown in the table include the PRSUs granted in 2022 and 2023 at maximum payout (200%), based on the Company’s TSR performance as of December 31, 2023. There can be no assurance, however, that the Company’s TSR for a full vesting period will be sufficient for the PRSUs to vest, if at all, at any particular level. The PRSUs granted in 2021 were valued in early 2024, after performance results through December 31, 2023 were certified, at 194.9% of target, and are reflected in the table at that level. See “Elements of Compensation and 2023 Decisions—Long-Term Equity Incentive Compensation” in the Compensation Discussion and Analysis above. |

  88. 2023 Grants of Plan-Based Awards

    | (5) This option grant will be 100% vested on January 27, 2024. |

  89. 2023 Grants of Plan-Based Awards

    | (6) This option grant will be 75% vested on January 25, 2024, and 100% on January 25, 2025. |

  90. 2023 Grants of Plan-Based Awards

    | (7) This option grant will be 50% vested on February 7, 2024; 75% on February 7, 2025; and 100% on February 7, 2026. |

  91. 2023 Grants of Plan-Based Awards

    | (8) This option grant will be 25% vested on February 6, 2024; 50% on February 6, 2025; 75% on February 6, 2026; and 100% on February 6, 2027. |

  92. 2023 Grants of Plan-Based Awards

    The following table sets forth information concerning outstanding equity awards covering Crane Company securities, as of December 31, 2023, held by the NEOs who continued to be employed by Crane NXT post-separation. As noted in the Compensation Discussion and Analysis, certain equity awards held by such NEOs were adjusted in connection with the separation transaction so that the holder thereof was granted an additional award covering Crane Company securities, vesting based on service to Crane NXT. Option exercise prices were proportionately adjusted to reflect the relative values of each company as of the separation transaction. PRSU awards were adjusted in connection with the separation transaction so that the Crane NXT PRSU award would be earned based on Crane NXT TSR performance, and the Crane Company PRSU award would be earned based on Crane Company TSR performance, in each case over the entire performance period of the original PRSU award, but subject to continued service to Crane NXT.

  93. 2023 Grants of Plan-Based Awards

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | A. W. Saak | — | — | — | — | — | — | — | — | | C. Cristiano | 2,956 | 986(5) | 58.05 | 1/27/2030 | 1,320 | 155,945 | 6,447 | 761,649 | | | 1,140 | 1,141(6) | 54.58 | 1/25/2031 | | | | | | | 432 | 1,298(7) | 70.64 | 2/7/2032 | | | | | | | — | 1,472(8) | 83.14 | 2/6/2033 | | | | | | K. F. Gallo | 7,455 | — | 40.61 | 1/26/2025 | 3,882 | 458,619 | 19,164 | 2,264,035 | | | 11,325 | — | 51.32 | 1/30/2027 | | | | | | | 9,975 | — | 54.96 | 1/28/2029 | | | | | | | 10,677 | 3,560(5) | 58.05 | 1/27/2030 | | | | | | | 3,902 | 3,903(6) | 54.58 | 1/25/2031 | | | | | | | 1,249 | 3,749(7) | 70.64 | 2/7/2032 | | | | | | | — | 3,826(8) | 83.14 | 2/6/2033 | | | | | | P. G. Igoe | — | — | — | — | — | — | — | — | | J. Kartono | — | — | — | — | — | — | — | — |

  94. 2023 Grants of Plan-Based Awards

    | (1) Options vest on the dates indicated in the corresponding footnote. See Compensation Discussion and Analysis and below for accelerated vesting provisions. |

  95. 2023 Grants of Plan-Based Awards

    | (2) Figures in this column include time-based RSUs. The RSUs listed in the column are scheduled to vest according to the following schedule: |

  96. 2023 Grants of Plan-Based Awards

    | Vesting Date | Saak | Cristiano | Gallo | Igoe | Kartono | | January 25, 2024 | — | 151 | 517 | — | — | | January 27, 2024 | — | 81 | 292 | — | — | | February 06, 2024 | — | 130 | 339 | — | — | | February 07, 2024 | — | 138 | 400 | — | — | | January 25, 2025 | — | 151 | 517 | — | — | | February 06, 2025 | — | 131 | 339 | — | — | | February 07, 2025 | — | 138 | 399 | — | — | | February 06, 2026 | — | 130 | 339 | — | — | | February 07, 2026 | — | 139 | 400 | — | — | | February 06, 2027 | — | 131 | 340 | — | — |

  97. 2023 Grants of Plan-Based Awards

    See Compensation Discussion and Analysis for accelerated vesting provisions.

  98. 2023 Grants of Plan-Based Awards

    | (3) Computed using a price of $118.14 per share, which was the closing market price of the Crane Company’s stock on the last trading day of 2023. |

  99. 2023 Grants of Plan-Based Awards

    | (4) The PRSUs granted in 2022 and 2023 will vest, if at all, on December 31, 2024, and December 31, 2025, respectively, as determined with reference to the percentile ranking of the total stockholder return (share price appreciation plus reinvested dividends), or TSR, of Crane Company’s common stock for the three-year period ending on that date, as compared to the TSRs of the other companies in the S&P Midcap 400 Capital Goods Group. Pursuant to SEC rules, the hypothetical amounts shown in the table include the PRSUs granted in 2022 and 2023 at maximum payout (200%), based on Crane Company’s TSR performance as of December 31, 2023. There can be no assurance, however, that Crane Company’s TSR for a full vesting period will be sufficient for the PRSUs to vest, if at all, at any particular level. The PRSUs granted in 2021 were valued in early 2024, after performance results through December 31, 2023 were certified, at 177.6% of target, and are reflected in the table at that level. See “Elements of Compensation and 2023 Decisions—Long-Term Equity Incentive Compensation” in the Compensation Discussion and Analysis above. |

  100. 2023 Grants of Plan-Based Awards

    | (5) This option grant will be 100% vested on January 27, 2024. |

  101. 2023 Grants of Plan-Based Awards

    | (6) This option grant will be 75% vested on January 25, 2024, and 100% on January 25, 2025. |

  102. 2023 Grants of Plan-Based Awards

    | (7) This option grant will be 50% vested on February 7, 2024; 75% on February 7, 2025; and 100% on February 7, 2026. |

  103. 2023 Grants of Plan-Based Awards

    | (8) This option grant will be 25% vested on February 6, 2024; 50% on February 6, 2025; 75% on February 6, 2026; and 100% on February 6, 2027. |

  104. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table provides information on all exercises of stock options, and all vesting of RSUs, for each of the NEOs during 2023. The value realized on exercise of options is computed by multiplying the number of shares acquired upon exercise by the difference between the market price of the shares on the applicable exercise date (calculated as the closing price on that date, or, if the shares received were concurrently sold, as the price actually obtained), and the exercise price of the options. The value realized on vesting of TRSUs and PRSUs is computed by multiplying the number of shares by the closing price on the applicable vesting date. As noted in the Compensation Discussion and Analysis, equity awards held by Messrs. Mitchell and Maue were adjusted in connection with the separation transaction, and, as of the separation transaction, vesting of such awards is contingent on service to Crane Company. Accordingly, the table below excludes option and stock awards held by Messrs. Mitchell and Maue that were exercised or vested, as applicable, following the separation transaction.

  105. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares/Units Acquired on Vesting (#) | Value Realized on Vesting ($) | | A. W. Saak | — | — | 13,915 | 710,361 | | M. H. Mitchell | — | — | 23,721 | 2,657,709 | | C. Cristiano(1) | — | — | 1,807 | 170,147 | | R. A. Maue | 26,362 | 943,497 | 6,675 | 752,753 | | K. F. Gallo(2) | 20,189 | 450,255 | 4,649 | 466,112 | | P. G . Igoe | — | — | — | — | | J. Kartono | — | — | — | — |

  106. 2023 Option Exercises and Stock Vested

    | (1) Consists of 1,372 shares, representing a value of $130,549, related to Crane NXT stock and 435 shares, representing a value of $39,598, related to Crane Company stock. Vesting of Ms. Cristiano’s Crane Company awards is included here because such vesting is contingent on service to Crane NXT. |

  107. 2023 Option Exercises and Stock Vested

    | (2) With respect to stock awards, consists of 4,058 shares, representing a value of $419,542, related to Crane NXT stock and 591 shares representing a value of $46,571, related to Crane Company stock. Vesting of Mr. Gallo’s Crane Company awards is included here because such vesting is contingent on service to Crane NXT. |

  108. Nonqualified Deferred Compensation Benefits

    Nonqualified Deferred Compensation Benefits The benefit equalization plan maintained by the Company restores the tax-limited portion of the non-matching company contribution under the Company’s 401(k) plan. That benefit is currently three percent of a participant’s annual salary plus bonus in excess of the Internal Revenue Code compensation limit that applies under the 401(k) plan. Contributions earn interest during a plan year at a rate equal to the average 10-year Treasury Constant Maturities for the month of December immediately preceding such plan year. The contributions become vested based on the participant’s years of service at the rate of 20% per year over five years. Vested contributions, as adjusted for interest, are payable in a lump sum cash payment six months after termination of employment. The following table shows information about the participation by each NEO in the Crane NXT benefit equalization plan with respect to this employer contribution. The NEOs do not participate in any other defined contribution nonqualified deferred compensation plans.

  109. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  110. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2023 ($) | Employer Contributions in 2023(1) ($) | Aggregate Earnings in 2023(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2023(3) ($) | | A. W. Saak | — | 24,600 | — | — | 24,600 | | C. Cristiano | — | 13,894 | 555 | — | 29,768 | | K. F. Gallo | — | 24,190 | 5,952 | — | 194,554 | | P. G. Igoe | — | — | — | — | — | | J. Kartono | — | — | — | — | — |

  111. 2023 Nonqualified Deferred Compensation

    | (1) Amounts in this column are included in “All Other Compensation” in the 2023 Summary Compensation Table. |

  112. 2023 Nonqualified Deferred Compensation

    | (2) Amounts in this column are not included in the 2023 Summary Compensation Table. |

  113. 2023 Nonqualified Deferred Compensation

    | (3) For Mr. Gallo, the following amounts reported in this column were previously reported as compensation in the Summary Compensation Tables for fiscal year 2022 and earlier: $27,836 in fiscal year 2022, $16,652 in fiscal year 2021, $8,448 in fiscal year 2020, and $15,268 in fiscal year 2019. |

  114. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control No compensation would be due by Crane NXT to Mr. Maue upon termination or a change in control as he is no longer employed by us. Any compensation due by Crane NXT to Mr. Mitchell upon termination or a change in control would only be in connection with his services as a director to us. Neither Mr. Maue or Mr. Mitchell received any special severance compensation or equity vesting treatment from us by reason of their transfer of employment to Crane Company as part of the separation transaction. Termination and change in control payments or other benefits that would be due to our continuing NEOs are described below.

  115. CEO Pay Ratio

    CEO Pay Ratio Under SEC rules, we are required to provide information regarding the relationship between the annual total compensation of our CEO and the annual total compensation of our median employee (excluding, for purposes of this disclosure, our CEO) for our last completed fiscal year, which ended December 31, 2023. In accordance with Item 402(u) of Regulation S-K, we selected Mr. Saak as the CEO for purposes of this disclosure since he served in that position as of December 31, 2023:

  116. CEO Pay Ratio

    | • | The median of the annual total compensation of all of our employees, including our consolidated subsidiaries, was approximately $70,736. This annual total compensation is calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, and reflects, among other things, salary and bonus earned during the 12-month period ended December 31, 2023. |

  117. CEO Pay Ratio

    | • | Mr. Saak’s annual total compensation, as reported in the Summary Compensation Table included in this proxy statement, was $6,299,752. We used this value for the ratio of annual total compensation for our CEO to the annual total compensation for our median employee. |

  118. CEO Pay Ratio

    | • | Based on the above, for fiscal 2023, the ratio of Mr. Saak’s annual total compensation to the median of the annual total compensation of all employees was approximately 89 to 1. |

  119. CEO Pay Ratio

    | • | We determined the median of the annual total compensation of our employees as of December 31, 2023. At such time, we (including our consolidated subsidiaries) had approximately 3,686 full-time and part-time employees. |

  120. CEO Pay Ratio

    | • | We then reviewed the annual base salary of each of these employees for fiscal 2023 as reflected in our payroll records to determine the median employee. Compensation paid in foreign currency was converted to U.S. dollars using a spot exchange rate on December 29, 2023. In determining the median total compensation of all employees, we did not make any cost-of-living adjustments to the compensation paid to any employee outside of the U.S. |

  121. CEO Pay Ratio

    Once we identified our median employee, we estimated the median employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median annual total compensation disclosed above. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above.

  122. Pay Versus Performance

    Pay Versus Performance Introduction As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing certain information, including information about the relationship between executive compensation actually paid to certain individuals by the Company and certain financial performance of the Company. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns NEO compensation with the Company’s performance, refer to the Compensation Discussion and Analysis section of this Proxy Statement. Any differences in total values are due to rounding. As part of the separation transaction in April 2023, the Aerospace & Electronics, Process Flow Technologies and Engineered Materials businesses of the pre-separation Crane Holdings, Co. were spun off to Crane Company, and the Payment and Merchandising Technologies business was retained by the Company. The disclosure presented below for years prior to 2023 (including adjusted EPS and net income) does not reflect the separation of such businesses. Also as part of the separation transaction in April 2023, each pre-separation outstanding award held by Mr. Gallo and Ms. Cristiano was converted to an award covering Crane NXT stock and an award covering Crane Company stock. The awards covering Crane Company stock vest based on continued service to Crane NXT. Consequently, such Crane Company stock awards are included as compensation to Mr. Gallo and Ms. Cristiano in this disclosure. Pay Versus Performance Table

  123. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for First PEO(1) ($) | Summary Compensation Table Total for Second PEO(2) ($) | Compensation Actually Paid to First PEO(3) ($) | Compensation Actually Paid to Second PEO(4) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(5) ($) | Average Compensation Actually Paid to Non-PEO NEOs(6) ($) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | | | Total Shareholder Return(7) ($) | Peer Group Total Shareholder Return(8) ($) | Net Income in millions(9) ($) | Adjusted EPS(10) ($) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 7,172,988 | 6,299,752 | 15,203,422 | 9,602,286 | 1,884,433 | 3,138,399 | 208 | 190 | 188.3 | 4.25 | | 2022 | 9,316,556 | N/A | 10,823,056 | N/A | 2,368,300 | 2,520,280 | 124 | 133 | 401.1 | 7.87 | | 2021 | 9,484,490 | N/A | 13,917,645 | N/A | 2,183,277 | 2,995,405 | 123 | 150 | 435.4 | 7.08 | | 2020 | 6,361,666 | N/A | 2,420,223 | N/A | 1,595,008 | 1,044,106 | 92 | 118 | 181.0 | 3.84 |

  124. Pay Versus Performance

    | (1) This column represents the amount of total compensation reported for Mr. Mitchell (our former President and Chief Executive Officer) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table in each applicable fiscal year (such total for the applicable executive, “total compensation”). Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. |

  125. Pay Versus Performance

    | (2) This column represents the amount of total compensation reported for Mr. Saak (our current President and Chief Executive Officer) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table (“total compensation”). Please refer to the Summary Compensation Table in this Proxy Statement. |

  126. Pay Versus Performance

    | (3) This column represents the amount of “compensation actually paid” to Mr. Mitchell, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Mitchell during the applicable fiscal year. For Mr. Mitchell, compensation actually paid in 2023 includes the change in fair value, from the end of 2022 through the separation transaction, whether positive or negative, of awards granted prior to 2023 that were outstanding and unvested as of the separation transaction. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Mitchell’s total compensation for fiscal year 2023 to determine the “compensation actually paid” in fiscal year 2023: |

  127. Pay Versus Performance

    | Fiscal Year | Reported Summary Compensation Table Total for First PEO(a) | Reported Summary Compensation Table Value of First PEO Equity Awards(b) | First PEO Adjusted Value of Equity Awards(c) | Compensation Actually Paid to First PEO | | 2023 | $7,172,988 | $6,037,816 | $14,068,250 | $15,203,422 |

  128. Pay Versus Performance

    | (a) This column represents the amount of total compensation reported for Mr. Mitchell in the “Total” column of the 2023 Summary Compensation Table. |

  129. Pay Versus Performance

    | (b) This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the 2023 Summary Compensation Table. The amount in this column is replaced with the amount reported under the “First PEO Adjusted Value of Equity Awards” column in order to arrive at compensation actually paid. |

  130. Pay Versus Performance

    | (c) This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in this Proxy Statement for fiscal year 2023. For fiscal year 2023, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table of this Proxy Statement for Mr. Mitchell to arrive at “compensation actually paid” to Mr. Mitchell for fiscal year 2023. The adjusted amount is determined by adding (or subtracting, as applicable) the following for fiscal year 2023: (i) the fiscal year-end fair value of any equity awards granted in fiscal year 2023 that are outstanding and unvested as of the end of fiscal year 2023; (ii) the amount of change as of the end of fiscal year 2023 (from the end of the prior fiscal year) in the fair value of any awards granted in prior fiscal years that are outstanding and unvested as of the end of fiscal year 2023; (iii) for awards that are granted and vest in fiscal year 2023, the fair value as of the vesting date; (iv) for awards granted in prior fiscal years that vest in fiscal year 2023, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in the fair value; (v) for awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during fiscal year 2023, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in fiscal year 2023 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for fiscal year 2023. The amounts added or subtracted to determine the adjusted amount for fiscal year 2023 are as follows: |

  131. Pay Versus Performance

    | Fiscal Year | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Value of Equity Awards | | 2023 | $161,681 | — | $0 | $302,448 | — | — | $14,068,250 |

  132. Pay Versus Performance

    The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for TRSUs, the closing price of our common stock on the applicable measurement date, (y) for PRSUs (which vest based on relative TSR), a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date. As noted above, for Mr. Mitchell, compensation actually paid in 2023 includes the change in fair value, from the end of 2022 through the separation transaction, whether positive or negative, of awards granted prior to 2023 that were outstanding and unvested as of the separation transaction, which is approximately $13,604,121.

  133. Pay Versus Performance

    | (4) This column represents the amount of “compensation actually paid” to Mr. Saak, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Saak during the fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Saak’s total compensation for fiscal year 2023 to determine the “compensation actually paid” in fiscal year 2023, using the same adjustment methodology described above in Note 3(c) (other than the last sentence thereof): |

  134. Pay Versus Performance

    | Fiscal Year | Reported Summary Compensation Table Total for Second PEO(a) | Reported Summary Compensation Table Value of Second PEO Equity Awards(b) | Second PEO Adjusted Value of Equity Awards(c) | Compensation Actually Paid to Second PEO | | 2023 | $6,299,752 | $4,082,618 | $7,385,152 | $9,602,286 |

  135. Pay Versus Performance

    | (a) This column represents the amount of total compensation reported for Mr. Saak in the “Total” column of the 2023 Summary Compensation Table. |

  136. Pay Versus Performance

    | (b) This column represents the aggregate grant date fair value of equity awards reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table. The amount in this column is replaced with the amount reported under the “Second PEO Adjusted Value of Equity Awards” column in order to arrive at compensation actually paid. |

  137. Pay Versus Performance

    | (c) This column represents an adjustment to the amounts in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table in this Proxy Statement for fiscal year 2023 determined using the same methodology described above in Note 3(c). For fiscal year 2023, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table of this Proxy Statement for Mr. Saak to arrive at “compensation actually paid” to Mr. Saak for fiscal year 2023. The amounts added or subtracted to determine the adjusted amount for fiscal year 2023 are as follows: |

  138. Pay Versus Performance

    | Fiscal Year | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Value of Equity Awards | | 2023 | $6,399,227 | $800,315 | — | $185,610 | — | — | $7,385,152 |

  139. Pay Versus Performance

    The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for TRSUs, the closing price of our common stock on the applicable measurement date, (y) for PRSUs (which vest based on relative TSR), a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date.

  140. Pay Versus Performance

    | (5) This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) in the “Total” column of the 2023 Summary Compensation Table in each applicable fiscal year. Please refer to the Summary Compensation Table in the Company’s Proxy Statement for the applicable fiscal year. The names of each of the NEOs (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for fiscal year 2023, Mses. Cristiano and Kartono and Messrs. Maue, Gallo and Igoe; (ii) for fiscal year 2022, Messrs. Maue, D’Iorio, Gallo, and Saak; (iii) for fiscal year 2021, Messrs. Maue, D’Iorio, Gallo, and Alcala; and (iv) for fiscal year 2020, Messrs. Maue, D’Iorio, Gallo, and Alcala. |

  141. Pay Versus Performance

    | (6) This column represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) during 2023. For Mr. Maue, compensation actually paid in 2023 includes the change in fair value, from the end of 2022 through the separation transaction, whether positive or negative, of awards granted prior to 2023 that were outstanding and unvested as of the separation transaction; such change in fair value is approximately $1,620,806 and is included in the average amount under the “Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year” column below. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) for fiscal year 2023 to determine the “compensation actually paid” in fiscal year 2023, using the same adjustment methodology described above in Note 3(c): |

  142. Pay Versus Performance

    | Fiscal Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs(a) | Average Reported Summary Compensation Table Value of Non-PEO NEO Equity Awards(b) | Average Non-PEO NEO Adjusted Value of Equity Awards(c) | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $1,884,433 | $881,526 | $2,135,492 | $3,138,399 |

  143. Pay Versus Performance

    | (a) This column represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) in the “Total” column of the Summary Compensation Table. |

  144. Pay Versus Performance

    | (b) This column represents the average of the total amounts reported for the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table. The amount in this column is replaced with the amount reported under the “Average Non-PEO NEO Adjusted Value of Equity Awards” column in order to arrive at compensation actually paid. |

  145. Pay Versus Performance

    | (c) This column represents an adjustment to the average of the amounts reported for the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table of this Proxy Statement for fiscal year 2023 determined using the same methodology described above in Note 3(c). For fiscal year 2023, the adjusted amount replaces the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table of this Proxy Statement for fiscal year 2023 for each NEO (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) to arrive at “compensation actually paid” to each NEO (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) for fiscal year 2023, which is then averaged to determine the average “compensation actually paid” to the NEOs (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak) for fiscal year 2023. The amounts added or subtracted to determine the adjusted average amount for fiscal year 2023 are as follows: |

  146. Pay Versus Performance

    | Fiscal Year | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year | Adjusted Value of Equity Awards | | 2023 | $840,525 | $411,090 | $315,516 | $568,361 | — | — | $2,135,492 |

  147. Pay Versus Performance

    The fair value or change in fair value, as applicable, of stock awards was determined by reference to (x) for TRSUs, the closing price of our common stock on the applicable measurement date, (y) for PRSUs (which vest based on relative TSR), a Monte Carlo simulation with reference to the risk free rate, dividend yield and volatility assumptions as of the applicable measurement date. For stock options, the fair value or change in fair value, as applicable, was determined using a Black-Scholes valuation model. The model references the closing stock price, in addition to the stock option’s strike price, expected life, volatility, expected dividend yield, and risk-free rate as of the measurement date.

  148. Pay Versus Performance

    | (7) Total shareholder return (“TSR”) of the Company is calculated by dividing the sum of the cumulative amount of dividends for each measurement period (2020, 2020-2021, 2020-2022 and 2020-2023), assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |

  149. Pay Versus Performance

    | (8) Peer group TSR is computed in accordance with Note 7. The peer group used for this purpose is the following published industry index: S&P 400 MidCap Capital Goods Index. |

  150. Pay Versus Performance

    | (9) This column represents the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. |

  151. Pay Versus Performance

    | (10) Adjusted EPS is a non-GAAP metric. See “Non-GAAP Information” section below for a description of how Adjusted EPS is calculated. Adjusted EPS is further adjusted for special items by the Committee for bonus calculation purposes under the Annual Incentive Plan, which adjustments may in some cases differ from the adjustments made for reporting purposes. |

  152. Pay Versus Performance

    Financial Performance Measures As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

  153. Pay Versus Performance

    | • | Adjusted EPS; |

  154. Pay Versus Performance

    | • | Adjusted Free Cash Flow; and |

  155. Pay Versus Performance

    | • | Relative Total Shareholder Return. |

  156. Pay Versus Performance

    Adjusted EPS and adjusted free cash flow are non-GAAP metrics. See “Non-GAAP Information” section below for a description of how these metrics are calculated. These metrics were further adjusted for special items by the Committee for bonus calculation purposes under the Annual Incentive Plan, which adjustments may in some cases differ from the adjustments made for reporting purposes. Description of the Information Presented in the Pay versus Performance Table As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  157. Compensation Actually Paid and Cumulative Company TSR

    Compensation Actually Paid and Cumulative Company TSR The compensation actually paid to our first PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $15,203,422, $10,823,056, $13,917,645, and $2,420,223 for fiscal year 2023, 2022, 2021, and 2020, respectively. The compensation actually paid to our second PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $9,602,286 for fiscal year 2023. The average amount of compensation actually paid to the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak), as computed in accordance with Item 402(v) of Regulation S-K, was $3,138,399, $2,520,280, $2,995,405, and $1,044,106 for fiscal year 2023, 2022, 2021, and 2020, respectively. The TSR of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $208, $124, $123, and $92 for fiscal years 2020-2023, 2020-2022, 2020-2021, and 2020, respectively. Please see Note 7 above for additional information related to the computation of Company TSR.

  158. Compensation Actually Paid and Company Net Income

    Compensation Actually Paid and Company Net Income The compensation actually paid to our first PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $15,203,422, $10,823,056, $13,917,645, and $2,420,223 for fiscal year 2023, 2022, 2021, and 2020, respectively. The compensation actually paid to our second PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $9,602,286 for fiscal year 2023. The average amount of compensation actually paid to the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak), as computed in accordance with Item 402(v) of Regulation S-K, was $3,138,399, $2,520,280, $2,995,405, and $1,044,106 for fiscal year 2023, 2022, 2021, and 2020, respectively. The Company’s net income, as computed in accordance with Item 402(v) of Regulation S-K and reflected in the Company’s audited financial statements for the applicable fiscal year, was (in millions) $188.3, $401.1, $435.4, and $181.0 for fiscal year 2023, 2022, 2021, and 2020, respectively.

  159. Compensation Actually Paid and Adjusted EPS

    Compensation Actually Paid and Adjusted EPS The compensation actually paid to our first PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $15,203,422, $10,823,056, $13,917,645, and $2,420,223 for fiscal year 2023, 2022, 2021, and 2020, respectively. The compensation actually paid to our second PEO, as computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $9,602,286 for fiscal year 2023. The average amount of compensation actually paid to the NEOs as a group (excluding Mr. Mitchell and, for fiscal year 2023, Mr. Saak), as computed in accordance with Item 402(v) of Regulation S-K, was $3,138,399, $2,520,280, $2,995,405, and $1,044,106 for fiscal year 2023, 2022, 2021, and 2020, respectively. The Company’s adjusted EPS was $4.25, $7.87, $7.08, and $3.84 for fiscal year 2023, 2022, 2021, and 2020, respectively.

  160. Compensation Actually Paid and Adjusted EPS

    | BENEFICIAL OWNERSHIP OF COMMON STOCK BY DIRECTORS AND MANAGEMENT |

  161. Compensation Actually Paid and Adjusted EPS

    The Company believes that officers and other key employees, in order to focus their attention on growth in stockholder value, should have a significant equity stake in the Company. We therefore encourage our officers and key employees to increase their ownership of and to hold the Company’s stock through the Stock Incentive Plan and the Savings and Investment Plan, as discussed in the Compensation Discussion and Analysis above. Directors also receive a majority of their annual retainer, and may elect to receive the entire retainer, in the form of DSUs issued under the Stock Incentive Plan. Beneficial ownership of stock by the non-executive directors, the executive officers named in the 2023 Summary Compensation Table, and all directors, nominees, and executive officers of the Company as a group as of March 31, 2024 is as follows:

  162. Compensation Actually Paid and Adjusted EPS

    | | | Amount and Nature of Beneficial Ownership | | | | | | | Title of Class | Name of Beneficial Owner | Shares Owned Directly or Beneficially(1) | Stock Options, DSUs, and RSUs that Have Vested or Will Vest Within 60 Days | Shares in Company Savings Plan (401(k)) | Total Shares Beneficially Owned | Percent of Class | Share Units Under Incentive Stock Plans Vesting After 60 Days(2) | | Common Stock | M. Dinkins | — | 10,252 | — | 10,252 | * | — | | | W. Grogan | — | 2,872 | — | 2,872 | * | — | | | Sandra Joyce(3) | — | — | — | — | * | — | | | C. Kogl | 1,000 | 2,872 | — | 3,872 | * | — | | | E. McClain | — | 22,575 | — | 22,575 | * | — | | | D. Petratis | — | 3,600 | — | 3,600 | * | — | | | J. S. Stroup | — | 6,709 | — | 6,709 | * | — | | | J. L. L. Tullis | 5,782 | 31,113 | — | 36,895 | * | — | | | A. W. Saak | 10,773 | 47,047 | — | 57,820 | * | 73,961 | | | M. H. Mitchell | 367,261 | 333,582 | — | 700,843 | 1.22% | 15,232 | | | C. Cristiano | 2,923 | 13,485 | — | 16,408 | * | 14,816 | | | R. A. Maue | — | 24,739 | — | 24,739 | * | 4,629 | | | K. F. Gallo | 34,132 | 40,374 | 1,454 | 75,960 | * | 5,136 | | | P. G. Igoe | 3,301 | — | — | 3,301 | * | 17,671 | | | J. Kartono | — | 5,584 | — | 5,584 | * | 10,749 | | | Total—Directors and Executive Officers as a Group (15 persons) | 427,034 | 526,111 | 1,454 | 954,599 | 1.66% | 142,558 |

  163. Compensation Actually Paid and Adjusted EPS

    | * Less than one percent. |

  164. Compensation Actually Paid and Adjusted EPS

    | (1) Includes shares that are owned directly, and shares that are owned by trusts or by family members and are attributable to the director or officer pursuant to Rule 13d-3 under the Exchange Act. For Mr. Mitchell, also includes 2,922 shares held on his behalf in the Crane Company 401(k) Plan. |

  165. Compensation Actually Paid and Adjusted EPS

    | (2) Includes time-based RSUs vesting more than 60 days after the Record Date, which are subject to vesting as shown in footnote 2 to the 2023 Outstanding Equity Awards at Fiscal Year-End table above, and are subject to forfeiture if established service conditions are not met. For Messrs. Mitchell and Maue, also includes time-based RSUs vesting more than 60 days after the Record Date which are subject to vesting based on their respective continued service at Crane Company. Performance-based RSUs, which will vest, if at all, on December 31, 2024, and December 31, 2025, are not included. Also includes DSUs and corresponding dividends vesting on April 20, 2024 for each Director. For more information, see “Director Compensation in 2023” above. |

  166. Compensation Actually Paid and Adjusted EPS

    | (3) Appointed to the Board effective April 2, 2024 and accordingly did not own any shares as of March 31, 2024. |

  167. Compensation Actually Paid and Adjusted EPS

    | PRINCIPAL STOCKHOLDERS OF CRANE NXT, CO. |

  168. Compensation Actually Paid and Adjusted EPS

    The following table sets forth the ownership by each person who owned of record or was known by Crane NXT, Co. to own beneficially more than 5% of our common stock as of March 31, 2024.

  169. Compensation Actually Paid and Adjusted EPS

    | Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | | Common Stock | The Crane Fund(1) 140 Sylvan Ave, #5 Englewood Cliffs, NJ 07632 | 7,778,416 | 13.6% | | Common Stock | FMR, LLC(2) 245 Summer Street Boston, MA 02210 | 8,140,265 | 14.3% | | Common Stock | The Vanguard Group(3) 100 Vanguard Blvd. Malvern, PA 19355 | 5,508,871 | 9.6% | | Common Stock | BlackRock, Inc.(4) 55 East 52nd Street New York, NY 10022 | 4,121,002 | 7.2% |

  170. Compensation Actually Paid and Adjusted EPS

    | (1) The Crane Fund, a trust established for the benefit of former employees in need (the “Crane Fund”), is managed by trustees appointed by the Board of Crane Company. The incumbent trustees are A. M. D’Iorio, T. A. Polmanteer, and J. Feldman, none of whom are executive officers of Crane NXT. Pursuant to the trust instrument, the shares held by the trust are voted by the trustees as directed by the Crane Company Board, the distribution of the income of the trust for its intended purposes is subject to the control of the Crane Company Board and the shares may be sold by the trustees only upon the direction of the Crane Company Board. None of the directors or the trustees has any direct beneficial interest in, and all disclaim beneficial ownership of, shares held by The Crane Fund. |

  171. Compensation Actually Paid and Adjusted EPS

    | (2) As reported in a Schedule 13G/A filed on February 9, 2024, by FMR LLC, directly and on behalf of Abigail P. Johnson and certain subsidiaries, giving information on shareholdings as of December 29, 2023. According to the Schedule 13G/A, FMR LLC, a parental holding company, has sole voting power over 8,111,781 shares and sole dispositive power over 8,140,265 shares of Crane NXT, Co. stock. |

  172. Compensation Actually Paid and Adjusted EPS

    | (3) As reported in a Schedule 13G/A filed on February 13, 2024, by The Vanguard Group, giving information on shareholdings as of December 29, 2023. According to the Schedule 13G/A, The Vanguard Group, an investment adviser, has shared voting power over 19,023 shares, sole dispositive power over 5,444,282 shares, and shared dispositive power over 64,589 shares of Crane NXT, Co. stock. |

  173. Compensation Actually Paid and Adjusted EPS

    | (4) As reported in a Schedule 13G/A filed on January 26, 2024, by BlackRock, Inc., giving information on shareholdings as of December 29, 2023. According to the Schedule 13G/A, BlackRock, Inc., a parent holding company or control person, has sole voting power over 4,020,369 shares and sole dispositive power over 4,121,002 shares of Crane NXT, Co. stock. |

  174. Compensation Actually Paid and Adjusted EPS

    | NON-GAAP INFORMATION |

  175. Compensation Actually Paid and Adjusted EPS

    The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, certain non-GAAP measures have been provided in this Proxy Statement. The Company believes that non-GAAP financial measures which exclude certain items present additional useful comparisons between current results and results in prior operating periods, providing investors with a supplemental view of the underlying trends of the business. The Company also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company’s performance. A description of the non-GAAP financial measures used in this Proxy Statement is as follows: “Adjusted EPS” is calculated as Adjusted net income divided by diluted shares. Adjusted net income is calculated as net income excluding intangible asset amortization, restructuring charges, impact of pension curtailments and settlements, stock-based compensation adjustment resulting from the separation, transaction related expenses such as tax charges, professional fees, and incremental costs related to the separation, and including the tax effect of these adjustments and other discrete tax items. “Adjusted net income” and “Adjusted EPS” exclude items which are outside of the Company's core performance, some of which may or may not be non-recurring, and which management believes may complicate the presentation of the Company’s underlying earnings and operational performance. These measures include income and expense items that impacted operating profit such as: intangible asset amortization, restructuring charges, impact of pension curtailments and settlements, stock-based compensation adjustment resulting from the separation, transaction related expenses related to the separation, the tax effect of these items and other discrete tax items. Additionally, these non-GAAP financial measures exclude income and expense items that impacted net income and earnings per diluted share such as pre-separation related party interest expense. These items are not incurred in all periods, the size of these items is difficult to predict, and none of these items are indicative of the operations of the underlying businesses. Management believes that non-GAAP financial measures that exclude these items provide investors with an alternative metric that can assist in predicting future earnings and profitability that are complementary to GAAP metrics. “Free cash flow” and “Adjusted free cash flow” provide supplemental information to assist management and investors in analyzing the Company’s ability to generate liquidity from its operating activities. The measure of free cash flow does not take into consideration certain other non-discretionary cash requirements such as, for example, mandatory principal payments on the Company’s long-term debt. Free cash flow is calculated as cash provided by operating activities less capital spending. Adjusted free cash flow is calculated as free cash flow adjusted for certain cash items which management believes may complicate the interpretation of the Company’s underlying free cash flow performance such as certain transaction related cash flow items associated with the separation. These items are not incurred in all periods, the size of these items is difficult to predict, and none of these items are indicative of the operations of the underlying businesses. Management believes that non-GAAP financial measures that exclude these items provide investors with an alternative metric that can assist in predicting future cash flows that are complementary to GAAP metrics. These metrics were further adjusted for special items by the Committee for bonus calculation purposes under the Annual Incentive Plan, which adjustments may in some cases differ from the adjustments made for reporting purposes.

  176. Compensation Actually Paid and Adjusted EPS

    | QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND THE ANNUAL MEETING |

  177. Compensation Actually Paid and Adjusted EPS

    Why did I receive these materials? Crane NXT is sending this Proxy Statement and form of proxy card, together with its Annual Report, to you and all of our stockholders, to ask you to appoint proxies to represent you at the Annual Meeting on May 23, 2024. If a quorum does not attend the meeting virtually or is not represented by proxy, the meeting will have to be adjourned and rescheduled. In order to avoid unnecessary expense, the Board of the Company is asking you to submit a proxy for your shares so that even if you do not attend the meeting virtually, your shares will be counted as present at the meeting, and voted according to your instructions. Unless you expect to attend the meeting virtually, please submit a proxy for your shares in any of the following manners: sign, date, and return the enclosed proxy in the envelope provided; vote your shares online by scanning the QR code on your proxy card; or use the internet address or the toll-free telephone number listed in this Proxy Statement. Please return your proxy in any manner described in this paragraph promptly to ensure that your shares are voted at the meeting, no matter how large or how small your holdings may be. What is the agenda for the Annual Meeting? At the Annual Meeting, stockholders will vote on three matters:

  178. Compensation Actually Paid and Adjusted EPS

    | (1) the election of each of Michael Dinkins, William Grogan, Sandra Joyce, Cristen Kogl, Ellen McClain, David D. Petratis, Aaron W. Saak, John S. Stroup, and James L. L. Tullis to the Board, |

  179. Compensation Actually Paid and Adjusted EPS

    | (2) a proposal to ratify the selection of Deloitte & Touche LLP as our independent auditors for 2024, and |

  180. Compensation Actually Paid and Adjusted EPS

    | (3) a proposal to approve, by a non-binding advisory vote, the compensation paid by the Company to certain executive officers. |

  181. Compensation Actually Paid and Adjusted EPS

    After adjournment of the formal portion of the meeting, our management will make a brief presentation about the business of Crane NXT, and representatives of Deloitte & Touche LLP will make themselves available to respond to any appropriate questions. The Board does not know of any other business that will be presented at the Annual Meeting. The form of proxy gives the proxies discretionary authority with respect to any other matters that come before the Annual Meeting, which means that if any such matter arises, the individuals named in the proxy will vote according to their best judgment. How does the Board recommend that I vote? The Board unanimously recommends that you vote FOR each of the nominees for director; FOR ratification of the selection of Deloitte & Touche LLP to continue as our independent auditors; and FOR the non-binding advisory vote regarding compensation of our named executive officers. When and where is the Annual Meeting? The Annual Meeting will be held virtually and is scheduled to be held online via live webcast at 10:00 a.m. Eastern Daylight Time, on Thursday, May 23, 2024. No physical meeting will be held. To access the Annual Meeting, please visit www.virtualshareholdermeeting.com/CXT2024 and enter the 16-digit control number on your notice of Internet availability of the proxy materials, on your proxy card, or in the instructions that accompanied your proxy materials. We encourage you to access the meeting prior to the start time leaving ample time for check in. You can view the Annual Meeting agenda, rules of conduct and procedures, and proxy materials for the Annual Meeting on the virtual meeting platform. Will there be technical support for the Annual Meeting? The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is not a supported browser. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the Annual Meeting. We encourage you to access the Annual Meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting, please call the technical support number that will be posted on the virtual meeting log-in page. Who can attend the Annual Meeting? Any stockholder of record of Crane NXT as of the close of business on the Record Date, or anyone who holds a valid proxy for the Annual Meeting, may attend the Annual Meeting. If you are a stockholder of Crane NXT as of the close of business on the Record Date, you or your proxy holder may participate, vote and submit questions by visiting www.virtualshareholdermeeting.com/CXT2024 and using your 16-digit control number to enter the meeting. If you do not comply with the procedures described for attending the Annual Meeting via the virtual meeting platform, you will not be able to participate in the meeting. If your shares are registered directly in your name with Crane NXT’s transfer agent, Computershare, you are considered the stockholder of record, or registered holder (a “Registered Holder”), with respect to those shares. If you are a Registered Holder and do not have your control number, you may contact Investor Relations at ContactUs@CraneNXT.com for assistance. If you are a beneficial holder and hold your shares through an intermediary, such as a brokerage firm, bank, or other custodian, and want to attend the Annual Meeting (with the ability to ask a question and/or vote, if you choose to do so), you should follow the instructions provided by your brokerage firm, bank or other custodian to participate in the meeting. Who can vote at the Annual Meeting? Anyone who owned shares of our Common Stock at the close of business on April 1, 2024, the Record Date, is entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment of the meeting. Each share is entitled to one vote. Shares held in your name as the shareholder of record, as well as shares for which you are the beneficial owner but not the shareholder of record, may be voted electronically during the meeting. How many votes are required for each question to pass? Nominees for the Board will be elected if more votes are cast in favor of the nominee than are cast against the nominee by the holders of shares present in person (including virtual attendance) or represented by proxy and entitled to vote at the Annual Meeting. Each other matter to be voted upon at the Annual Meeting requires the affirmative vote of a majority of the votes cast by the holders of shares of common stock present in person (including virtual attendance) or represented by proxy and entitled to vote at the Annual Meeting. What are “Broker non-votes”? Under the rules of the NYSE, brokers holding shares for customers have authority to vote on certain matters even if the broker has not received instructions from the customer, but they do not have such authority as to other matters. For the questions on the agenda for this year’s Annual Meeting, member firms of the NYSE may vote without specific instructions from beneficial owners on the ratification of the selection of auditors, but not on the election of directors or the approval of the compensation paid by the Company to certain executive officers or the frequency of the approval of the compensation paid by the Company to certain executive officers. “Broker non-votes” are shares held in record name by brokers or nominees, as to which the broker or nominee (i) has not received instructions from the beneficial owner or person entitled to vote, (ii) does not have discretionary voting power under NYSE rules or the document under which it serves as broker or nominee, and (iii) has indicated on the proxy card, or otherwise notified us, that it does not have authority to vote the shares on the question. What will be the effect of abstentions and broker non-votes? Stockholders may abstain from voting on any proposal expected to be brought before the Annual Meeting. Abstentions and broker non-votes will have no effect on the election of directors, as each nominee will be elected if the number of votes cast in favor of such nominee exceeds the number of votes cast against such nominee. Abstentions are not treated as votes cast for such proposal. Abstentions and broker non-votes will have no effect on any of the other proposals, because they will not count as votes cast for or against the question and will not be included in calculating the number of votes necessary for adoption and approval. What constitutes a quorum for the meeting? According to the Company’s amended By-laws, a quorum for a meeting of stockholders consists of the holders of a majority of the shares of common stock issued and outstanding and entitled to vote, present in person or by proxy. Virtual attendance at the Annual Meeting constitutes “in person” attendance for purposes of establishing a quorum. On the Record Date, there were 57,115,678 shares of common stock issued and outstanding, so at least 28,557,840 shares must be represented at the meeting for business to be conducted. If a quorum does not attend or is not represented, the Annual Meeting will have to be postponed. Shares of common stock represented by a properly signed and returned proxy are treated as present at the Annual Meeting for purposes of determining a quorum, whether the proxy is marked as casting a vote or abstaining. Shares represented by “broker non-votes” are also treated as present for purposes of determining a quorum. Who will count the votes? A representative from Broadridge Financial Solutions, Inc. will serve as inspector of elections and will tabulate the votes. How can I cast my vote?

  182. Compensation Actually Paid and Adjusted EPS

    To vote your shares without attending the Annual Meeting, please follow the instructions for Internet or telephone voting on your notice of Internet availability of the proxy materials, on your proxy card, or in the instructions that accompanied your proxy materials. If you request printed copies of the proxy materials by mail, you may also vote by signing and submitting your proxy card and returning it by mail, if you are the stockholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the stockholder of record. This way your shares will be represented whether or not you are able to attend the meeting. You can attend the Annual Meeting and vote your shares virtually at the Annual Meeting by visiting www.virtualshareholdermeeting.com/CXT2024 and entering the 16-digit control number on your notice of Internet availability of the proxy materials, on your proxy card, or in the instructions that accompanied your proxy materials. How do I submit questions at the Annual Meeting? Every Crane NXT stockholder has an opportunity during the Annual Meeting to submit questions on the proposals being presented to stockholders. After adjournment of the formal portion of the meeting, stockholders may submit questions on general matters relating to Crane NXT and its business. Stockholders may submit questions by accessing the virtual meeting platform as described above. Representatives of Crane NXT will review the questions during the appropriate portion of the Annual Meeting and answers to appropriate questions will be provided by a member of management or a director. What if I submit a proxy but don’t mark it to show my preferences? If you return a properly signed proxy without marking it, it will be voted in accordance with the Board’s recommendations on all proposals. What if I submit a proxy and then change my mind? If you submit a proxy, you can revoke it at any time before it is voted by submitting a written revocation to the Corporate Secretary, or by submitting a new proxy, or by voting virtually at the Annual Meeting. However, if you have shares held through a brokerage firm, bank, or other custodian, you can revoke an earlier proxy only by following the custodian’s procedures. Who is paying for this solicitation of proxies? Crane NXT will pay the cost of this solicitation of proxies for the Annual Meeting. In addition to soliciting proxies through the mail using this Proxy Statement, we may solicit proxies by telephone, facsimile, electronic mail, and personal contact. These solicitations will be made by our regular employees without additional compensation. We have also engaged Alliance Advisors LLC to assist in this solicitation of proxies, and we have agreed to pay that firm approximately $18,000. Banks, brokerage houses, and other institutions, nominees, and fiduciaries will be asked to forward the proxy materials to the beneficial owners of the common stock they hold of record, and will be reimbursed for their reasonable expenses in forwarding such material. Where can I learn the outcome of the vote? The Inspector of Elections will announce the preliminary voting results at the meeting, and we will publish the final results in a Current Report on Form 8-K filed with the SEC within four business days after the meeting. How and when can I propose that an item be considered at next year’s annual meeting and included in next year’s proxy statement? The Crane NXT amended and restated by-laws, dated as of April 3, 2023, which are on file with the SEC (as Exhibit 3.3 to Crane NXT’s Current Report on Form 8-K filed on April 3, 2023), provide that the Crane NXT annual meeting of stockholders will be held on such date and at such time as shall be designated from time to time by the Crane NXT board of directors. Under the Crane NXT amended and restated by-laws, written notice of stockholder nominations to the Crane NXT board of directors or any other business proposed by a stockholder that is not to be included in the proxy statement must be delivered to Crane NXT’s secretary (a) not later than 90 days nor earlier than 120 days prior to the first anniversary of the preceding year’s annual meeting, or (b) in the event that next year’s annual meeting is not held within 25 days before or after the anniversary date of the immediately preceding annual meeting, the earlier of (i) at least 90 days prior to the date of the Crane NXT annual meeting of stockholders or, (ii) the close of business 10 days following the day on which notice of the date of the annual meeting was mailed to stockholders or public disclosure of the date of the annual meeting was made. Assuming that Crane NXT’s 2025 annual meeting of stockholders is held within 25 days of the anniversary of the 2024 annual meeting of stockholders, Crane NXT must receive written notice (containing the information specified in Crane NXT’s amended and restated by-laws) to Crane NXT’s secretary between January 23, 2025 and February 22, 2025. If Crane NXT does not receive notice by that date, then such proposals may not be presented at the Crane NXT 2025 annual meeting of stockholders. In addition to satisfying the requirements under the Crane NXT amended and restated by-laws, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies for Crane NXT’s 2025 annual meeting of stockholders in support of director nominees other than Crane NXT’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 24, 2025. If the date of Crane NXT’s 2025 annual meeting of stockholders is changed by more than 30 calendar days from the date of the 2024 annual meeting of stockholders, then notice must be provided by the later of 60 calendar days prior to the date of the 2025 annual meeting or the 10th calendar day following the day on which public announcement of the date of the 2025 annual meeting is first made by Crane NXT. Stockholders may also submit proposals for inclusion in the proxy materials in connection with the Crane NXT 2025 annual meeting of stockholders through Rule 14a-8 of the Exchange Act. Stockholders who wish to present such proposals must submit their proposals to Crane NXT’s secretary on or before December 12, 2024. * * * * * We urge stockholders who do not expect to attend the Annual Meeting virtually to sign, date, and return the enclosed proxy in the envelope provided, or vote their shares online by scanning the QR code on their proxy card, or use the internet address or the toll-free telephone number listed on the Notice of Annual Meeting. In order to avoid unnecessary expense, we ask your cooperation in voting your proxy promptly, no matter how large or how small your holdings may be. By Order of the Board of Directors,