DEF 14A of Crane Co, Mar 7, 2024

DEF 14A of Crane Co

Filed Mar 7, 2024 · FY20230001193125-24-062307

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | Name and Profession | Age | Crane Company Director Since | Crane Company Committees | | | | | | | | | AC | NGC | EC | MOCC | | | Martin R. Benante Retired Chairman of the Board and Chief Executive Officer, Curtiss-Wright Corporation | 71 | 2023 | | | | | | | Sanjay Kapoor Retired Executive Vice President and CFO, Spirit AeroSystems, Inc. | 63 | 2023 | | | | | | | Ronald C. Lindsay Retired Chief Operating Officer, Eastman Chemical Company | 65 | 2023 | | | | | | | Ellen McClain Chief Executive Officer and President, Year Up | 59 | 2023 | | | | | | | Charles G. McClure, Jr. Managing Partner, Michigan Capital Advisors | 70 | 2023 | | | | | | | Max H. Mitchell President and Chief Executive Officer, Crane Company | 60 | 2023 | | | | | | | Jennifer M. Pollino Executive Coach and Consultant, JM Pollino LLC | 59 | 2023 | | | | | | | John S. Stroup Operating Advisor, Clayton, Dubilier & Rice | 57 | 2023 | | | | | | | James L. L. Tullis Chairman, Tullis Health Investors, Inc. | 76 | 2023 | | | | |

  3. Director Nominees

    | AC | Audit Committee | NGC | Nominating and Governance Committee | Chair Member | | EC | Executive Committee | MOCC | Management Organization and Compensation Committee | |

  4. Board of Directors Nominees

    Board of Directors Nominees Nominees to be Elected for Terms to Expire in 2025

  5. Board of Directors Nominees

    | | MARTIN R. BENANTE Age: 71 Director Since: 2023 Crane Holdings, Co. Director Since: 2015* | Crane Company Committees: Audit (Chair); Nominating and Governance | | Retired Chairman of the Board and Chief Executive Officer of Curtiss-Wright Corporation, Charlotte, NC (supplier of highly engineered products and services to commercial, industrial, aerospace, defense, and energy markets), having served from 2000 to 2015. Other Directorships: • Curtiss-Wright Corporation from 1999 to 2015 | | | | Relevant Skills and Experience: • Strategic, operational, and managerial expertise gained through a more than 35-year career with a leading industrial manufacturer of highly engineered products in critical service applications, serving aerospace and process flow markets similar to those of the Company. • CEO of a publicly traded company with international operations. • Substantial expertise in driving growth through domestic and international mergers and acquisitions, and in the global integration of acquired companies. | | |

  6. Board of Directors Nominees

    | | SANJAY KAPOOR Age: 63 Director Since: 2023 | Crane Company Committees: Audit | | Retired Executive Vice President and CFO of Spirit AeroSystems, Inc., Wichita, KS (manufacturer of aerostructures for commercial airplanes, defense platforms and business/regional jets) having served in that role from 2016 to 2019. Prior to joining Spirit AeroSystems, Kapoor spent more than two decades with industry-leading defense and aviation sector companies Raytheon (2004-2013) and United Technologies (1990-2004), holding senior management positions overseeing significant aerospace and defense related programs. Other Directorships: • Saab, Inc. (US subsidiary of SAAB, AB) since 2021 • Black & Veatch (an EPC company under an ESOP) since 2018 | | | | Relevant Skills and Experience: • Financial and operational expertise gained by extensive senior executive experience with publicly-traded manufacturing companies. • Substantial experience driving inorganic growth in the aerospace and defense markets, and successfully integrating acquired companies. | | |

  7. Board of Directors Nominees

    | | RONALD C. LINDSAY Age: 65 Director Since: 2023 Crane Holdings, Co. Director Since: 2013* | Crane Company Committees: Audit; Nominating and Governance (Chair) | | Retired Chief Operating Officer of Eastman Chemical Company, Kingsport, TN (manufacturer of specialty chemicals, plastics, and fibers). Chief Operating Officer from 2013 to 2016, and Executive Vice President, Specialty Fluids and Intermediates, Fibers, Adhesives and Plasticizers Worldwide Engineering, Construction and Manufacturing Support, from 2011 to 2013. Positions of increasing responsibility with Eastman Chemical Company from 1980, including Senior Vice President from 2006 to 2009 and Executive Vice President from 2009 to 2013. | | | | Relevant Skills and Experience: • Corporate strategy, operations, sales, and manufacturing expertise gained by extensive senior executive experience with Eastman Chemical Company, a leading chemical manufacturer served by the Company’s Process Flow Technologies segment. | | |

  8. Board of Directors Nominees

    | | ELLEN MCCLAIN Age: 59 Director Since: 2023 Crane Holdings, Co. Director Since: 2013* | Crane Company Committees: Audit; Management Organization and Compensation | | Chief Executive Officer and President beginning in December 2023, President since 2022, Chief Operating Officer since 2021, and Chief Financial Officer from 2015 to 2021, Year Up, Boston, MA (not-for-profit provider of job training services). Senior management and financial positions with New York Racing Association, Inc., Ozone Park, NY (operator of thoroughbred racetracks), including President from 2012 to 2013. Vice President, Finance of Hearst-Argyle Television, Inc., New York, NY (operator of local television stations) from 2004 to 2009. Other Directorships: • Crane NXT, Co.(formerly known as Crane Holdings, Co.) since 2013 • Horseracing Integrity and Safety Authority from 2021 to 2023 | | | | Relevant Skills and Experience: • Financial, operational and organizational expertise gained as chief executive officer, 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 (human capital). | | |

  9. Board of Directors Nominees

    | | CHARLES G. MCCLURE, JR. Age: 70 Director Since: 2023 Crane Holdings, Co. Director Since: 2017* | Crane Company Committees: Management Organization and Compensation; Nominating and Governance | | Managing Partner of Michigan Capital Advisors, Bloomfield, MI (private equity firm investing in Tier 2 and 3 global automotive and transportation suppliers). Prior to co-founding Michigan Capital Advisors in 2014, served from 2004 to 2013 as Chairman of the Board, CEO and President of Meritor, Inc., Troy, MI (leading global supplier of drivetrain, mobility, braking, and aftermarket solutions for commercial vehicle and industrial markets). Other Directorships: • 3D Systems since 2017; Chairman since 2018 • Penske Corporation since 2013 • DTE Energy Company since 2012 | | | | Relevant Skills and Experience: • More than 35 years of experience in corporate strategy, manufacturing, sales, operations, and intellectual capital (human capital) expertise in various industries, including transportation. • Proven leadership skills and corporate governance expertise with over 20 years of experience as chief executive officer, president, and director of major domestic and international public corporations, as well as a member of the boards of various industry organizations. | | |

  10. Board of Directors Nominees

    | | MAX H. MITCHELL Age: 60 Director Since: 2023 Crane Holdings, Co. Director Since: 2014* | Crane Company Committees: Executive | | President and Chief Executive Officer of Crane Company (a global manufacturer of highly engineered products in the Aerospace and Electronics, Process Flow Technologies, and Engineered Materials markets) and its former parent company, Crane Holdings, Co. since 2014; President and Chief Operating Officer of Crane Co. (prior to its reorganization into Crane Holdings, Co.) from 2013 to 2014; Executive Vice President and Chief Operating Officer of Crane Co. (prior to its reorganization into Crane Holdings, Co.) from 2011 to 2013; Group President, Process Flow Technologies segment of Crane Co., (prior to its reorganization into Crane Holdings, Co.) from 2005 to 2012. Other Directorships: • Crane NXT, Co. (formerly known as Crane Holdings, Co.) since 2014 (ending in April 2024) • Goodyear Tire & Rubber Company since 2023 • Lennox International, Inc. from 2016 to 2022 • Manufacturers Alliance for Productivity and Innovation | | | | Relevant Skills and Experience: • Chief Executive Officer of a global publicly-traded company. • Comprehensive knowledge of the Company’s culture and operations gained from successive leadership positions of increasing responsibility. • Demonstrated expertise in developing and driving corporate strategy and optimizing portfolio results, including extensive portfolio reshaping. • Extensive knowledge of, and experience with, the global end markets in which the Company trades. • Broad international and domestic Mergers & Acquisitions expertise, including driving growth through M&A, and successful integration of acquired companies. • Extensive experience with intellectual/human capital management processes to drive a performance-based culture. • Substantial experience managing cyber and information technology personnel and programs. | | |

  11. Board of Directors Nominees

    | | JENNIFER M. POLLINO Age: 59 Director Since: 2023 Crane Holdings, Co. Director Since: 2013* | Crane Company Committees: Executive; Management Organization and Compensation (Chair); Nominating and Governance | | Executive Coach and Consultant, JM Pollino LLC, Charlotte, NC since 2012. Executive Vice President, Human Resources and Communications, Goodrich Corporation, Charlotte, NC (aerospace products manufacturer) from 2005 to 2012. Prior positions at Goodrich included President and General Manager of Goodrich Aerospace’s Aircraft Wheels & Brakes Division and of its Turbomachinery Products Division, and Vice President and General Manager of Goodrich Aerospace, Aircraft Seating Products. Other Directorships: • Hubbell Incorporated since 2020 • Kaman Corporation since 2015; Lead Independent Director since 2021 • Wesco Aircraft Holdings, Inc. from 2014 to 2020 • National Association of Corporate Directors since 2021 | | | | Relevant Skills and Experience: • Broad experience as an aerospace industry senior executive with responsibility for corporate governance, intellectual capital (human capital), and organizational issues, as well as financial and operational expertise, gained in over 20 years as senior executive and general manager with a leading aerospace products company. • Financial expertise gained as controller of savings and loan association and field accounting officer at Resolution Trust Corporation. • Certified Public Accountant | | |

  12. Board of Directors Nominees

    | | JOHN S. STROUP Age: 57 Director Since: 2023 Crane Holdings, Co. Director Since: 2020* | Crane Company Committees: Audit; Management Organization and Compensation | | Operating Advisor, Clayton, Dubilier & Rice (a global private equity manager that invests in and builds businesses) since 2020. Former President, Chief Executive Officer, and member of the board of directors from 2005 to May 2020, Chairman from 2016, and Executive Chairman from 2020 to May 2021, of Belden Inc. (a global leader in signal transmission and security solutions). Other Directorships: • Crane NXT, Co. (formerly known as Crane Holdings, Co.) since 2020 (Chairman since 2023) • Zurn Elkay Water Solutions Corporation from 2008 to 2023 • Tenneco from 2020 to 2022 • Belden, Inc. from 2005 to May 2021; Chairman from 2016 to 2020; Executive Chairman from 2020 to May 2021 | | | | 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 • Significant experience in driving growth through M&A and strategic portfolio development | | |

  13. Board of Directors Nominees

    | | JAMES L. L. TULLIS Age: 76 Director Since: 2023 Crane Holdings, Co. Director Since: 1998* | Crane Company Committees: Executive (Chair); Management Organization and Compensation | | Chairman, Tullis Health Investors, LLC, Palm Beach Gardens, FL (venture capital investments in the health care industry) from 1988 to the present. Other Directorships: • Crane NXT, Co. (formerly known as Crane Holdings, Co.) since 1998 • Alphatec Holdings, Inc. since 2018 • Exagen Diagnostics, Inc. from 2015 to 2023 • Lord Abbett & Co. Mutual Funds since 2006; Chairman (from 2017 to 2023) | | | | Relevant Skills and Experience: • Executive leadership, financial and organizational expertise gained as chief executive officer of venture capital investment group, driving growth through M&A and strategic portfolio development • 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

    | Age calculations for all directors are as of the record date. * Denotes period of beginning service on the Crane Holdings, Co. (now Crane NXT, Co.) Board of Directors, from which Crane Company was separated in a separation transaction on April 3, 2023. |

  15. Compensation of Directors

    Compensation of Directors Director Compensation Program Our director compensation program is reviewed annually by the Management Organization and Compensation Committee’s independent consultant and all changes are intended to align the program generally with the peer group median. The members of the Board, other than Mr. Mitchell (who did not receive compensation for his service as a director for Crane Company and who did not receive compensation as a director while serving as Chief Executive Officer of Crane Holdings, Co. prior to the separation transaction), receive the following compensation:

  16. 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; the terms of DSUs are described below. A director may also elect to receive up to 100% of the cash retainer in DSUs or elect to receive all or a portion of the cash retainer in fully vested shares of Crane Company stock; |

  17. Compensation of Directors

    | • | A retainer of $25,000 per year for the Chair of the Audit Committee, payable in cash; |

  18. Compensation of Directors

    | • | A retainer of $17,500 per year for each of the Chair of the Management Organization and Compensation Committee and the Chair of the Nominating and Governance Committee, payable in cash; and |

  19. 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 or 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; |

  20. 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. The compensation of Mr. Mitchell, who was Chief Executive Officer of Crane Holdings, Co. until the closing of the separation transaction on April 3, 2023 and is the Chief Executive Officer of Crane Company, in addition to having been a director of Crane Holdings, Co. since January 31, 2014 and a director of Crane Company since the separation, is shown in the 2023 Summary Compensation Table on page 65. Mr. Tullis, the non-employee Chairman of the Board of Crane Holdings, Co., serving in that role until the closing of the separation transaction on April 3, 2023, and following the closing of the separation transaction, the non-employee Chairman of the Board of the Company, received the same annual retainer as a non-employee director plus an incremental retainer of $135,000 per year, payable in cash (or up to 100% in DSUs or fully vested shares, at the election of the Chairman). The Company also had a time-sharing agreement with Mr. Tullis under which he was permitted personal use of the corporate aircraft, for which he reimbursed Crane Company the aggregate incremental cost. See “Other Arrangements with our Named Executive Officers—Use of Company Aircraft” on page 62. As noted earlier on page 27, Mr. Tullis will transition from Chairman to Lead Independent Director effective as of the Annual Meeting, and Mr. Mitchell will serve as Chairman and Chief Executive Officer. In this role, Mr. Tullis will assist Mr. Mitchell in transitioning to the Chairman role to ensure seamless Board leadership succession, and the Committee determined that Mr. Tullis’ incremental retainer as Lead Independent Director, including access to the Company aircraft, will continue as it had been while he was Chairman. Following the conclusion of this one-year transition period, the incremental retainer for the Lead Independent Director role is expected to align with the importance of the new role to the Company and the time commitment required, and will not include access to the Company aircraft. The Management Organization and Compensation Committee, which is composed solely of independent directors, has the primary responsibility for reviewing and considering any revisions to our director compensation program. Prior to the separation, the Crane Holdings’ Management Organization and Compensation Committee undertook its annual review of the type and form of compensation paid to our non-employee directors in connection with their service on the Board and its committees for fiscal year 2023 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 companies comprising the same compensation peer group used by the Management Organization and Compensation Committee in connection with its review of executive compensation. Pursuant to this compensation review process, and after considering FW Cook’s advice on industry best practice regarding the timing of equity grants, the Committee determined that no changes in the retainers for Board members were required, and maintained the current retainers set forth above. Further pursuant to this review, the Committee determined that no changes in the retainers for committee Chairpersons and members were required, and maintained the current retainers set forth above. DSUs are issued each year, generally as of the date of the annual meeting and pro-rated, if necessary; are forfeitable if the director ceases to remain a director until Crane Company’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 Company stock, plus accumulated dividends, upon the director’s ceasing to be a member of the Board. On April 24, 2023, each non-employee Company director received DSUs pursuant to the Crane Company 2023 Stock Incentive Plan (the “Stock Incentive Plan”) as follows: Messrs. Benante, Lindsay, Stroup and Tullis, and Ms. Pollino, each received 1,897 DSUs, Mr. Kapoor received 3,117 DSUs, Ms. McClain received 2,141 DSUs, and Mr. McClure, Jr., received 2,507 DSUs. In connection with the separation, all DSUs previously issued by Crane Holdings, Co. that were held by then directors of Crane Holdings, Co. and outstanding immediately prior to the consummation of the separation transaction, were adjusted using the shareholder method. Pursuant to the adjustment, each pre-separation Deferred Stock Unit of Crane Holdings, Co. was adjusted into a Crane NXT, Co. DSU (under the Crane Holdings’ 2018 Stock Incentive Plan) and a Crane Company equity award (issued under our Stock Incentive Plan), with one Crane Company share for each pre-separation Holdings share The DSUs continue to be governed by the same general terms and conditions as were in place immediately prior to the consummation of the separation transaction. As a result, directors who held Crane Holdings, Co. DSUs now have both Crane Holdings Co. (now Crane NXT, Co.) and Crane Company DSUs. The Crane NXT, Co. DSUs will be payable at the same time as the corresponding Crane Company DSUs after the director ceases to be a member of the Crane Company Board. Stock Ownership Guidelines for Directors The Board has adopted stock ownership guidelines that require each director to hold shares of Crane Company 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 a result of the completion of the separation transaction on April 3, 2023, resulting in the Company being a newly formed independent public company, no directors have attained their fifth anniversary of service. However, all Directors have attained the required ownership levels except Mr. Kapoor, who joined the Board in April 2023. Mr. Kapoor is making what the Board believes to be reasonable progress towards compliance with this ownership guideline. Director Compensation in 2023 The following table shows the actual compensation earned in 2023 of all directors since the completion of the separation transaction, except for Mr. Mitchell, Chief Executive Officer, who does not receive compensation as a director and whose compensation is shown in the 2023 Summary Compensation Table on page 65.

  21. Compensation of Directors

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | M. R. Benante | 65,067 | 148,487 | 213,554 | | S. Kapoor | 7,500 | 231,682 | 239,182 | | R. C. Lindsay | 88,125 | 152,587 | 240,712 | | E. McClain | 67,125 | 168,683 | 235,808 | | C. G. McClure, Jr. | 45,000 | 192,804 | 237,804 | | J. M. Pollino | 87,750 | 150,349 | 238,099 | | J. S. Stroup | 80,625 | 143,016 | 223,641 | | J. L. L. Tullis | 175,875 | 155,320 | 331,195 |

  22. Compensation of Directors

    | (1) Amounts in this column include the cash value of vested shares of Crane Company common stock received in lieu of cash retainers at the election of the director. |

  23. Compensation of Directors

    | (2) Amounts shown in this column reflect the grant date fair value for awards of DSUs made during the indicated year. The grant date fair value of each DSU granted on April 24, 2023, was $73.79. The assumptions on which this valuation is based are set forth in Note 8 to the audited financial statements included in Crane Company annual report on Form 10-K filed with the SEC on |

  24. Compensation of Directors

    | February 26, 2024. Awards of DSUs during 2023, all made pursuant to the Crane Company 2023 Stock Incentive Plan following the separation transaction, were as follows: |

  25. Compensation of Directors

    | • | 1,897 DSUs to each of Messrs. Benante, Lindsay, Stroup and Tullis, and Ms. Pollino; 2,141 DSUs to Ms. McClain; 3,117 DSUs to Mr. Kapoor, and 2,507 DSUs to Mr. McClure, Jr., on April 24, 2023, in connection with the separation transaction. |

  26. Compensation of Directors

    | • | An aggregate of 94 additional DSUs to Mr. Benante; 19 additional DSUs to Mr. Kapoor; 140 additional DSUs to Mr. Lindsay; 119 additional DSUs to Ms. McClain, 87 additional DSUs to Mr. McClure, Jr.; 115 additional to Ms. Pollino; 34 additional DSUs to Mr. Stroup; 171 additional DSUs to Mr. Tullis, all in connection with the payment of regular quarterly dividends following the separation transaction, paid on June 8, 2023, September 13, 2023, and December 13, 2023. |

  27. Compensation of Directors

    Director Stock Ownership All of the Company’s directors own stock in the Company. For more information regarding each director’s overall beneficial ownership, see “Beneficial Ownership of Common Stock by Directors and Management” on page 87.

  28. Compensation of Directors

    | ITEM 2: RATIFICATION OF THE SELECTION OF AUDITORS |

  29. 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 |

  30. 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 Company for 2024. Deloitte & Touche LLP has been Crane Company’s independent auditor since 2023 and the independent auditors of Crane Holdings, Co. from 1979 through the completion of the separation transaction on April 3, 2023. Although ratification of this selection is not required by law, the Board believes it is desirable as a matter of 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 Crane’s independent auditor. We expect that representatives of Deloitte & Touche LLP will join the virtual Annual Meeting, where they will have an opportunity to respond to appropriate questions and make a statement if they desire to do so. 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.

  31. John S. Stroup

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

  32. John S. Stroup

    Applicable Compensation Committee. This Proxy Statement summarizes the compensation decisions for our named executive officers (“NEOs”) made by Crane Holdings, Co. for the first three months in 2023 through the completion of the separation and the compensation decisions made by Crane Company for the nine months ending in December 2023. Decisions about NEO compensation made before the separation were made by the Management Organization and Compensation Committee of Crane Holdings (the “Crane Holdings Compensation Committee”). After the separation, decisions have been made by the Crane Company Management Organization and Compensation Committee (the “Compensation Committee” or the “Committee”). Adjustments to Equity Awards. All equity awards granted to our NEOs in 2023 were granted by Crane Holdings prior to the separation transaction. Equity awards held by the NEOs and non-employee directors were adjusted in connection with the separation using the shareholder method in which each pre-separation Crane Holdings award was adjusted into a Crane NXT, Co. equity award (under Crane Holdings’ 2018 Stock Incentive Plan) and a Crane Company equity award (issued under our Stock Incentive Plan), with one Crane Company share for each pre-separation Crane Holdings share. Option exercise prices were proportionately adjusted to reflect the relative values of each company as of the separation transaction. The adjusted awards were intended to have a combined intrinsic value immediately following the separation transaction equal to the intrinsic value of the outstanding Crane Holdings awards immediately before the separation transaction. The vesting and other terms of the adjusted awards remain substantially unchanged. Service with the applicable post-separation employer determines vesting. Performance-based restricted share units remain subject to relative total shareholder return (“TSR”) performance over the same performance period against the same peer group as the original award, but adjusted to apply as if each of Crane NXT, Co. and Crane Company had been separate companies over the entire performance period. For the following disclosures and tables, the shares shown as of a date before the separation transaction (such as in the Grants of Plan-Based Awards Table) reflect the number of Crane Holdings shares originally subject to such awards, their original exercise price (if applicable) and the grant date fair value of such awards. For periods after the separation transaction, the disclosures will indicate whether they reflect only the Crane Company awards, or, in addition, the Crane NXT, Co. awards that were part of the adjustment.

  33. Annual Bonus Directly Tied to Crane Company Business’ EPS and Free Cash Flow

    Annual Bonus Directly Tied to Crane Company Business’ EPS and Free Cash Flow

  34. Annual Bonus Directly Tied to Crane Company Business’ EPS and Free Cash Flow

    | Annual Period | Minimum | Target | Maximum | | 2023 | | | | | 2022 | | | | | 2021 | | | |

  35. PRSU Vesting Directly Tied to Crane Company’s Relative TSR*

    PRSU Vesting Directly Tied to Crane Company’s Relative TSR*

  36. PRSU Vesting Directly Tied to Crane Company’s Relative TSR*

    | Three-year period | Threshold (25th percentile) | Target (50th percentile) | Maximum (75th percentile) | | 2021-2023 | | | | | 2020-2022 | | | | | 2019-2021 | | | |

  37. PRSU Vesting Directly Tied to Crane Company’s Relative TSR*

    | * For awards with performance periods ending before 2023, the relative TSR performance was for Crane Holdings. For the 2021-2023 PRSUs, TSR is calculated to adjust for the separation, treating Crane Company as if it had been a separate company throughout the applicable performance period. As noted above, as a result of the equity award adjustments related to the separation, NEOs also continue to hold PRSUs under the prior Crane Holdings’ 2018 Stock Incentive Plan that are subject to relative TSR performance of Crane NXT, Co., as if Crane NXT, Co. had been a separate company throughout the applicable performance period. |

  38. PRSU Vesting Directly Tied to Crane Company’s Relative TSR*

    Stockholder Feedback On April 3, 2023, we completed our previously announced separation from Crane Holdings, and were launched as an independent, publicly traded company. The 2023 annual meeting occurred on March 28, 2023 prior to the separation, at which time, the sole stockholder of the Company was Crane Holdings and a say-on-pay vote was not yet required. Compensation Best Practices The Committee is firmly committed to implementing a compensation program that aligns management and stockholder interests, encourages executives to drive sustainable stockholder value creation, and helps retain key personnel. Key elements of our pay practices are set forth in the Proxy Statement and explained in more detail in the “Policies and Practices Related to Our Executive Compensation Program” section beginning on page 60. See “Compensation Best Practices” chart on page 6 for a summary of our compensation best practices.

  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 and peer compensation data, and comparison to other Company executives | | Annual Incentive Plan | To motivate executive officers to achieve annual financial performance goals | • Payment based on achievement of business unit and Company-wide performance goals relative to annual pre-established targets | | Performance-Based Restricted Share Units (PRSUs) | To motivate executive officers to drive long-term profitable growth | • Number of shares actually earned based on relative TSR • Earned shares vest upon conclusion of the three-year performance period | | Stock Options | To attract and retain executive officers and align their interests with long-term stockholder interests | • Grants vest ratably over four years • Value realized dependent on Company stock price appreciation | | Time-Based Restricted Share Units (TRSUs) | To attract and retain executive officers and drive profitable growth | • Grants vest ratably over four years • Value realized varies with Company stock price performance |

  40. Elements of Compensation and 2023 Decisions

    Annual Incentive Compensation We pay our executive officers cash bonuses based on the attainment of Company and business unit performance goals established in January and an assessment of individual performance conducted at the end of the year. While the actions for 2023 bonuses taken before the separation transaction were performed by Crane Holdings’ Compensation Committee, our Compensation Committee has adopted the same compensation philosophy and program that continues to follow the same principles and applied the 2023 bonus program consistent with the pre-separation design established by the Crane Holdings’ Compensation Committee. Early in the year, the Compensation 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. Goals established in early 2023 were reflective of the pending separation transaction. In making determinations about performance targets, similar to the Crane Holdings’ Compensation Committee before the separation transaction, the Compensation 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 our diversified industrial manufacturing peers. 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 confirmation of his or her annual bonus objectives and payout range after it has been approved by the Committee (the Board in the case of the Chief Executive Officer). Annual incentive plan objectives are not modified during the year, although the Committee may determine to exclude certain special items impacting EPS or free cash flow, either known at the beginning of the year or occurring during the year. The Committee reviews the performance results for the Annual Incentive Plan, including Company and business unit results and individual performance, at its regularly scheduled January meeting, which is generally the first meeting following the end of the Company’s fiscal year in order that full-year performance may be considered. Based on this review, the Committee determines and approves the annual cash bonuses for each of our executive officers.

  41. Elements of Compensation and 2023 Decisions

    | Competitive Positioning of Incentive Awards | | For annual bonus and long-term stock-based compensation, the Crane Holdings’ Compensation Committee (prior to the separation transaction) and the Committee (after the separation transaction) calibrate award values for targeted performance by reference to the 50th percentile of the market data for similarly sized companies, recognizing that the competitive range of the median is generally correlated to the benchmarking data. The competitive positioning for individual executives may vary above or below the median based on factors such as tenure, experience, proficiency in role, and criticality to the organization. As noted above, the Committee may determine to increase or decrease long-term stock-based compensation based on Company and/or individual performance during the previous year, the Company’s stock price relative to historical stock price trends, availability of shares in the Stock Incentive Plan, and other factors. |

  42. Elements of Compensation and 2023 Decisions

    Annual Incentive Objectives for 2023—CEO and Other NEOs Performance metrics for 2023 consisted of EPS and free cash flow (each as adjusted for special items by the Committee for bonus calculation purposes under the Annual Incentive Plan, and which adjustments may in some cases differ from the adjustments made for reporting purposes), weighted 75% / 25% respectively, for the Chief Executive Officer and other NEOs. In addition to the targeted performance goals, for each performance metric, the Crane Holdings’ Compensation Committee set minimum threshold and maximum cap values, so that actual payouts could range from 0% to 200% of the target award amounts. In February 2023, the Crane Holdings’ Compensation Committee established an EPS target of $3.44 to align with our annual operating plan. The Crane Holdings’ Compensation Committee also established a payout range for EPS from $2.75 (0% payout) to $4.12 (200% payout). For free cash flow, the Committee established a target of $161.4 million with a payout range from $113.0 million (0% payout) to $209.8 million (200% payout). Actual performance compared to annual incentive objectives for this group were as follows:

  43. Elements of Compensation and 2023 Decisions

    | Corporate Objectives | Target ($) | Actual ($) | Performance relative to Target Range | Weight | Calculated Payout (%) | | Adjusted EPS | 3.44 | 4.16 | 200% | 75% | 150.0% | | Adjusted free cash flow | 161.4M | 173.0M | 125% | 25% | 31.3% | | Weighted payout % | | | | | 181.3% |

  44. Elements of Compensation and 2023 Decisions

    | Named Executive Officer | Bonus Target (% of Salary) | Bonus Target ($) | Payout (%) | Bonus Paid ($) | | M. H. Mitchell | 120% | $1,440,000 | 181.3% | $2,610,720 | | R. A. Maue | 85% | $648,581 | 181.3% | $1,175,877 | | A. M. D’Iorio | 75% | $433,157 | 181.3% | $785,314 | | A. A. Alcala | 75% | $450,000 | 181.3% | $815,850 | | T. S. Polmanteer | 70% | $321,048 | 181.3% | $582,060 |

  45. 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 approach their responsibilities more like owners as their holdings of, and potential to own, stock increase. Crane Holdings followed a similar philosophy before the separation with long-term compensation awards made under Crane Holdings’ 2018 Stock Incentive Plan. For 2023, the Crane Holdings’ Compensation Committee determined an overall target dollar value for long-term equity incentive awards for each of the NEOs. In determining these amounts, the Crane Holdings’ Compensation Committee considered the competitive market data compiled by FW Cook, Crane Holdings’ and individual performance in 2022, and our historical grant practices including the number of shares and the fair market value of the stock. The Crane Holding’ Compensation Committee then allocated the total target dollar amount among the applicable award types, as follows: for our Chief Executive Officer, 55% as PRSUs, 25% as stock options and 20% TRSUs; and for each of the other NEOs, 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 Crane Holdings Compensation Committee divided the applicable dollar amount by the closing price of Crane Holdings 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. The table below sets forth, for each of our NEOs, the dollar value used by the Crane Holdings’ Compensation Committee and resulting number of shares for the awards.

  46. Elements of Compensation and 2023 Decisions

    | | Long-Term Incentive | | | | | | | | | Stock Options | | PRSUs* | | TRSUs** | | LTI Total | | Named Executive Officer | $ | # | $ | # | $ | # | ($) | | M. H. Mitchell | 1,340,000 | 31,552 | 2,948,000 | 24,626 | 1,072,000 | 8,955 | 5,360,000 | | R. A. Maue | 325,000 | 7,652 | 650,000 | 5,430 | 325,000 | 2,715 | 1,300,000 | | A. M. D’Iorio | 225,000 | 5,298 | 450,000 | 3,759 | 225,000 | 1,880 | 900,000 | | A. A. Alcala | 187,500 | 4,415 | 375,000 | 3,133 | 187,500 | 1,566 | 750,000 | | T. S. Polmanteer | 150,000 | 3,532 | 300,000 | 2,506 | 150,000 | 1,253 | 600,000 |

  47. Elements of Compensation and 2023 Decisions

    | Selection of Performance Measures for Incentive Awards | | For our PRSUs granted by Crane Holdings before the separation transaction, the performance measure was Crane Holdings’ TSR over a three-year period relative to the TSR of the constituent companies in the S&P Midcap 400 Capital Goods Group, a meaningful measure of stockholder value. As discussed elsewhere in this Compensation Discussion and Analysis, the principal performance measures selected by the Crane Holdings Compensation Committee to drive long-term incentive compensation are, for the Chief Executive Officer and other corporate executives in 2023, adjusted EPS and free cash flow. As discussed above, the PRSUs were adjusted in connection with the separation transaction into a combination of Crane NXT, Co. PRSUs and Crane Company PRSUs, each of which remains subject to the same relative TSR performance goals over the same performance period against the same peer group, but adjusted to apply as if each of Crane NXT, Co. and Crane Company had been separate companies over the entire performance period. These performance criteria were chosen by the Crane Holdings’ Compensation Committee prior to the separation transaction, because they are aligned with both Crane Holdings and the Company’s long-term strategic goal of driving profitable growth, both organically and through acquisition, which we believe will increase stockholder value. The relative weighting of these metrics was designed to ensure an appropriate balance between profit achievement and maintaining a strong and efficient balance sheet. |

  48. Elements of Compensation and 2023 Decisions

    PRSU Awards – 3-Year Performance Period Based on Relative TSR PRSUs have been designed to include 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 companies. See “Pay for Performance Alignment” in the Executive Summary of this discussion regarding actual payout results for recent PRSU awards, including the award covering the 2021-2023 performance period.

  49. Elements of Compensation and 2023 Decisions

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

  50. Elements of Compensation and 2023 Decisions

    The vesting of PRSUs awarded to members of the senior leadership team in January 2023 will be based on a relative measurement of TSR for each of the Company and Crane NXT, Co. over the three-year period January 1, 2023, through December 31, 2025 (with the share price for such purpose being defined as the percentage return of the 20-day trading average closing price on the last trading day of the three-year period, versus the 20-day trading average closing price prior to the first trading day of the period), compared to TSRs of the other companies in the S&P Midcap 400 Capital Goods Group. As noted under “Impact Of the Separation Transaction On NEO Compensation Disclosures” above, grants of PRSUs for 2023 were made under the Crane Holdings’ 2018 Stock Incentive Plan and adjusted in connection with the separation transaction into PRSUs vesting with respect to Crane NXT, Co. relative TSR performance under the Crane Holdings’ 2018 Stock Incentive Plan and with respect to Crane Company relative TSR performance under our Stock Incentive Plan 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 TSR for the three-year period is negative, the maximum vesting is capped at 100% regardless of performance relative to peers. 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. Holders of PRSUs are not entitled to receive dividends or dividend equivalent payments during the performance period, nor do dividends accrue prior to vesting. Stock Option Awards – Vest 25% Per Year Over Four Years Under the Stock Incentive Plan, stock options must be granted with a per-share exercise price at no less than fair market value on the date of grant and are subject to vesting terms as established by the Committee (currently 25% per year over four years). Stock option awards comprise 25% of the annual long-term incentive grant value for each NEO, vest ratably 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 with stock options our senior level management employees are motivated to take 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. As noted under “Impact Of Separation Transaction On NEO Compensation Disclosures” above, grants of options for 2023 were made under the Crane Holdings’ 2018 Stock Incentive Plan and adjusted in connection with the separation transaction into stock options of approximately the same aggregate intrinsic value under both the Crane Holdings’ 2018 Stock Incentive Plan and our Stock Incentive Plan, with the same vesting requirements. TRSU Awards – Vest 25% Per Year Over Four Years The Stock Incentive Plan also authorizes the Committee to grant time-based restricted share units, or TRSUs, subject to such terms and conditions as the Committee may deem appropriate. Like the stock options, the TRSUs granted to our NEOs vest ratably over four years, and dividends are paid on TRSUs prior to vesting. As noted under “Impact Of the Separation Transaction On NEO Compensation Disclosures” above, grants of TRSUs for 2023 were made under the Crane Holdings’ 2018 Stock Incentive Plan and adjusted in connection with the separation transaction into TRSUs of approximately the same aggregate intrinsic value under both the Crane Holdings’ 2018 Stock Incentive Plan and our Stock Incentive Plan, with the same vesting requirements. Retirement Benefits Messrs. Mitchell and D’Iorio have accrued retirement benefits under the Crane Company defined benefit pension plan (formerly Crane Holdings, Co. defined benefit pension plan), which was closed to employees hired after 2005 and then frozen with no further benefit accruals effective December 31, 2012. Of the NEOs, only Mr. Mitchell and Mr. D’Iorio have a frozen benefit under this plan. All of the NEOs participate in a tax-qualified defined contribution retirement plan under which the Company contributes 3% of salary and bonus annually (the contribution rate was 2% prior to 2014), subject to the limitations on contributions to tax-qualified retirement plans under applicable federal tax regulations. The NEOs also participate in the Company’s benefit equalization plan, which is designed only to restore retirement benefits under the Company’s regular defined benefit pension plan that are limited by the tax code; there is no supplemental benefit based on deemed service or enhanced compensation formulas. Benefits accrued under this plan are not funded or set aside in any manner. In the event of retirement at age 62 with 10 years of service, a participating executive would be eligible to receive benefits under that plan without the reduction factor set forth in the Company’s tax-qualified pension plan of 3% per year prior to age 65. The only NEO with a defined benefit account in this plan is Mr. Mitchell. This plan was also frozen as to defined benefit accruals effective December 31, 2012. Effective January 1, 2014, the benefit equalization plan was amended to cover participants’ benefits under the defined contribution retirement plan referenced above, and the Committee extended the participation in this plan to certain senior leadership executives, including all of the NEOs. Other Compensation The “All Other Compensation” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” columns of the 2023 Summary Compensation Table and the accompanying footnotes set forth the details of other compensation received by the NEOs. In certain cases, such as the Company’s contributions to defined contribution plans and the increase in actuarial value of the defined benefit pension, such compensation is determined on the same basis as that used for all other employees. In other cases, such as automobile allowances, executive health exams, cybersecurity protection in the executive’s home network environment, and other personal benefits, the compensation is only provided to certain key employees (including the NEOs), and we have determined it to be reasonable and competitive compensation for the named executive officers in relation to general industry practices. For example, our NEOs are eligible for reimbursement for the cost of their executive physicals bi-annually, subject to an expense cap of $2,500. This benefit provides our NEOs with additional flexibility to proactively manage their health and wellness. Our executives bear all taxes associated with such benefits.

  51. Compensation Decision-Making Process

    Compensation Decision-Making Process Compensation Committee’s Role The Committee is responsible for oversight of our executive compensation program. With respect to the compensation of our Chief Executive Officer, the Committee determines his compensation, subject to review and approval by the Board. With respect to our other executive officers, the Committee determines their compensation after reviewing the recommendations of the Chief Executive Officer. The Committee administers the Annual Incentive Plan, reviewing and setting the performance targets for the Chief Executive Officer and other corporate officers subject to review by the Board, setting performance targets for all other participants after reviewing the recommendations of the Chief Executive Officer, and reviewing and approving the annual bonuses based upon actual performance. The annual bonus calculations are also reviewed by our independent auditors. The Committee also administers the Stock Incentive Plan and approves all grants of stock options and RSUs. The Committee is assisted in these responsibilities by its independent compensation consultant, FW Cook. Although the Company pays the fees and expenses of FW Cook, the firm is retained by the Committee. FW Cook does not perform any other compensation related services for the Company. The Committee reviews the independence of FW Cook each year and has concluded that its work for the Committee has not raised any conflict of interest issues or concerns. Role of CEO and Management The Chief Executive Officer and certain other senior corporate officers play an important role in supporting the Committee in the discharge of its responsibilities. Management maintains records and provides historical compensation data to the Committee and FW Cook, as well as the annual operating plan and the actual performance results from which annual bonuses are determined. The Chief Executive Officer, together with other senior corporate officers, presents recommendations to the Committee regarding performance targets under the Annual Incentive Plan and long-term equity incentives under the Stock Incentive Plan. The Chief Executive Officer and other officers participate in the discussions regarding annual and long-term incentive objectives so they can provide their input and understand the expectations for each incentive plan component. Compensation Consultant and Market Data Each year, FW Cook reviews the Company’s compensation peer group against certain size-related metrics and alignment with the Company’s business segments and complexity of operations. When and as appropriate, FW Cook proposes the addition of other companies to the compensation peer group to replace companies that have been acquired or made substantial changes to their business portfolio, or when the Company’s profile has materially changed due to mergers or acquisitions. The 19-company peer group below was used by FW Cook in 2022 to develop comparative compensation data for the Crane Holdings, Co. Compensation Committee in setting 2023 compensation targets prior to the separation. Notably, at the time the Crane Holdings, Co. peer group was approved, the peer group’s trailing fourth quarter revenues ranged from $0.9 billion to $8.1 billion with a median of $3.9 billion, which compared to Crane Holdings, Co.’s revenue of $3.2 billion. In addition, the peer group’s market cap ranged from $2.1 billion to $20.3 billion, with a median of $7.0 billion compared with $5.4 billion for Crane Company. In July 2022, to assist in the compensation planning for the pending separation transaction, FW Cook also set the 20-company peer group noted below for the Company post separation. This peer group developed by FW Cook in 2022 was reviewed in July 2023 and it was determined that no changes were necessary; as such, this group was used to develop comparative compensation data for the Committee in setting 2024 compensation targets. Notably, at the time the Company’s peer group was approved, the peer group’s trailing fourth quarter revenues ranged from $737 million to $4.9 billion with a median of $2.4 billion, which compared to the Company’s revenue of $2.0 billion. In addition, the peer group’s market cap ranged from $1.6 billion to $15.1 billion, with a median of $4.7 billion compared with $4.1 billion for Crane Company.

  52. Compensation Decision-Making Process

    | Crane Holdings, Co.’s Compensation Peer Group for 2023 |

  53. Compensation Decision-Making Process

    | Crane Company’s Compensation Peer Group for 2024 |

  54. Compensation Decision-Making Process

    These observations were taken into account by the Crane Holdings’ Compensation Committee (for decisions made before the separation transaction) and by our Compensation Committee (for decisions made after the separation transaction), along with the competitive data supplied by FW Cook, in approving Mr. Mitchell’s bonuses for 2022 and 2023 under the Annual Incentive Plan and in determining Mr. Mitchell’s stock-based incentive compensation grants in January 2023 and January 2024. The CEO does not participate in any deliberations regarding his own compensation. A similar process is followed for each of the Company’s other NEOs except that it is the Chief Executive Officer who reviews the self-assessment by such executive officer and provides the conclusions and findings that help guide the compensation decisions affecting such officer; for the other NEOs, annual incentive compensation, though largely formula-based, is subject to adjustment by the CEO, and subject to review and approval by the Committee, based on assessment of individual performance. No Say-on-Pay Vote Required in 2023 On April 3, 2023, we completed our previously announced separation from Crane Holdings and were launched as an independent, publicly traded company. The Company’s 2023 annual meeting occurred on March 28, 2023 prior to the separation, at which time the sole stockholder of the Company was Crane Holdings and a say-on-pay vote was not yet required.

  55. Policies and Practices Related to Our Executive Compensation Program

    | • | Our incentive plans have a mix of performance measures, including Company-wide and business unit financial measures, operational measures, and individual objectives. |

  56. Policies and Practices Related to Our Executive Compensation Program

    | • | Our compensation programs contain a balance of annual and long-term incentive opportunities. |

  57. Policies and Practices Related to Our Executive Compensation Program

    | • | We cap incentive plan payouts within a reasonable range. |

  58. Policies and Practices Related to Our Executive Compensation Program

    | • | The range of payouts from threshold to maximum payout (performance slope) under our annual incentive plan and PRSUs is capped to prevent outsized payouts and is calibrated for an appropriate risk profile. |

  59. Policies and Practices Related to Our Executive Compensation Program

    | • | Our clawback policy provides a means for the Company to recover the value of incentive awards in the event of a financial restatement regardless of any executive fault or misconduct. |

  60. Policies and Practices Related to Our Executive Compensation Program

    | • | The mix of PRSUs and stock options in our long-term incentive program provides a blend of relative and absolute performance measures for our senior executives. |

  61. Policies and Practices Related to Our Executive Compensation Program

    Shares that count toward the satisfaction of the guidelines are (i) shares owned by the executive, (ii) shares held in the executive’s 401(k) account, and (iii) the after-tax value (65%) of TRSUs held by the executive. Neither unearned or unvested PRSUs nor unexercised stock options count for purposes of the guidelines. The policy permits executives to sell up to 50% of the net shares realized upon an option exercise or vesting of RSUs (i.e., the total shares covered by the option exercised or the RSU grant vesting less the number of shares surrendered to pay the exercise price and satisfy tax withholding obligations), while retaining at least 50% of such net shares in order to meet the stock ownership guidelines. Once such guidelines are met, the policy permits executives to sell any shares held above the required ownership guidelines.

  62. Policies and Practices Related to Our Executive Compensation Program

    Policies with Respect to Timing of Stock-Based Awards and Exercise Price of Stock Options Annual awards of stock options and RSUs to executive officers are approved at the Committee’s regular January meeting, in order that full-year performance may be considered, and the awards are granted 10 business days later, 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 100% of the fair market value of the Company’s common stock on the date of grant. Fair market value on a given day is defined as the closing market price on that day. Policy with Respect to Hedging and Pledging of Company Stock Certain forms of hedging or monetization transactions allow an individual to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock, allowing the benefit of continued ownership of the stock without the full risks and rewards of ownership. When that occurs, the individual may no longer have the same objectives as the Company’s other stockholders. For this reason, the Board has maintained a longstanding policy prohibiting any director, executive officer, or any other designated employee who qualifies as an insider from (1) entering into any hedging or other transaction to limit the risk of ownership of Company stock or (2) pledging Company stock to secure any loan or advance of credit. During 2023, none of our directors and executive officers engaged in any such transactions. Insider Trading Policies and Procedures We maintain insider trading policies and procedures governing the purchase, sale, and other dispositions of Company securities that are applicable to the Company itself, all of our directors, officers and employees of the company and all members of their immediate families and households. Our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. Clawback Policy On October 2, 2023, the Board unanimously approved, and the Company adopted a revised Compensation “Clawback” Policy to provide a means for the recovery of certain incentive compensation awards pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the Securities and Exchange Commission 2022 final rules and the recently adopted NYSE listing standards for compensation clawback. Under the revised clawback policy, the Company is required to recoup erroneously awarded incentive compensation from current and former executive officers, including its principal accounting officer, in the event of a financial restatement that is required to correct a material error in a previously issued financial statement regardless of executive fault or misconduct. Covered compensation includes all incentive-based compensation that is granted, vested or otherwise tied to a financial reporting measure within the meaning of the rules, including those payments under the Company’s Annual Incentive Plan and Performance Based Restricted Stock Units. The policy covers compensation erroneously received (within the meaning of the rules) during the three completed fiscal years preceding the date the financial restatement is required and recoupment is mandatory. Impact of Internal Revenue Code Section 162(m) Internal Revenue Code Section 162(m) limits the deductibility of compensation in excess of $1 million paid to any one NEO in any calendar year. As a result, compensation paid in excess of $1 million to our NEOs generally will not be deductible. The Compensation Committee designs compensation programs that are intended to be in the best long-term interests of the Company and our stockholders, with deductibility of compensation being one of a variety of considerations taken into account.

  63. Other Arrangements with Our Named Executive Officers

    Other Arrangements with Our Named Executive Officers Change in Control Provisions Each of the Company’s executive officers has an agreement that, in the event of a change in control of the Company, provides for continued employment for a period of three years or until normal retirement following the change in control. Upon termination within such employment period after a change in control, either by the employer without cause or by the executive with “Good Reason” for constructive termination, the executive is entitled to receive a multiple of base salary and average annual bonus payments based on the number of years in the employment period, and certain other benefits. The annual incentive plans, stock options, and RSUs contain similar features which accelerate vesting in the event of termination following a change in control. The change in control agreements do not provide for any tax gross-ups, and instead cap the payments to the employee to the extent that such payments, together with accelerated vesting of stock options and RSUs, would trigger any excise tax under Section 4999 of the Internal Revenue Code resulting from such payments (and if capping the payments provides the employee with a larger after-tax payment). As set forth below under “Potential Payments upon Termination or Change in Control,” the aggregate payments to the NEOs under the change in control agreements, including the estimated value of continuation for three years (or until normal retirement age) of the individual’s medical coverage and other benefits, had a change of control taken place on December 31, 2023, and had employment been terminated immediately thereafter, would range from $13,926,846 for Mr. Mitchell to $3,690,761 for Ms. Polmanteer. The Board has approved these agreements and other provisions to assure the continuity of management in the event of a change in control and considers these agreements and provisions to be competitive with terms offered by other companies with which we compete for executive talent. Indemnification Agreements Each of the NEOs has an indemnification agreement with Crane Company. The indemnification agreements require the Company to indemnify the officers or directors to the full extent permitted by law against any and all expenses (including advances of expenses), judgments, fines, penalties, and amounts paid in settlement incurred in connection with any claim against the indemnified person arising out of services as a director, officer, employee, trustee, agent, or fiduciary of the Company or for another entity at the request of the Company, and either to maintain directors and officers liability insurance coverage or to the full extent permitted by law to indemnify such person for the lack of such insurance. Use of Company Aircraft In February 2023, Crane Company entered into time share agreements with Messrs. Tullis and Mitchell regarding personal use of the corporate aircraft, including aircraft leased by the Company from a third-party operator. Under the agreements, Crane Company agrees to lease the aircraft to the executive pursuant to federal aviation regulations and to provide a qualified flight crew, and the executive agrees to pay the Company for each flight. The agreement with Mr. Tullis provides that he pays the aggregate incremental cost of aircraft operation. Such incremental costs include fuel, landing fees, parking fees, temporary hangar charges, flight crew meals and lodging, and, for chartered aircraft, the entire charter fee. The agreement with Mr. Mitchell provides that he is not required to reimburse the Company for personal use until the aggregate incremental cost reaches $100,000, and thereafter is required to reimburse the Company for all incremental cost incurred above that amount. During 2023 (including the period prior to the separation), the aggregate incremental cost to Crane for personal use of the aircraft by Messrs. Tullis and Mitchell, less amounts paid by them under the time share agreements, was $0 and $100,000, respectively.

  64. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below summarizes the compensation for 2023, 2022 and 2021 earned by Crane Company’s Chief Executive Officer, its Chief Financial Officer, and each of the three other most highly paid executive officers (as determined pursuant to SEC rules) as employees of Crane Company, and, prior to the separation, as employees of Crane Holdings, Co.

  65. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Max H. Mitchell President and Chief Executive Officer | 2023 | 1,200,000 | — | 4,557,813 | 1,340,013 | 2,610,720 | 100,402 | 256,079 | 10,065,027 | | | 2022 | 1,200,000 | — | 4,569,575 | 1,339,997 | 1,919,520 | — | 287,464 | 9,316,556 | | | 2021 | 1,177,990 | — | 3,956,400 | 1,274,996 | 2,880,000 | — | 195,104 | 9,484,490 | | Richard A. Maue Executive Vice President and Chief Financial Officer | 2023 | 759,714 | — | 1,093,630 | 324,980 | 1,175,877 | — | 89,477 | 3,443,678 | | | 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 | | Anthony M. D’Iorio Executive Vice President, General Counsel and Secretary | 2023 | 573,503 | — | 757,141 | 225,006 | 785,314 | 26,168 | 64,678 | 2,431,810 | | | 2022 | 523,115 | — | 674,495 | 200,002 | 489,913 | — | 69,267 | 1,956,792 | | | 2021 | 494,740 | — | 541,368 | 174,992 | 700,050 | — | 51,491 | 1,962,641 | | Alejandro A. Alcala Executive Vice President | 2023 | 586,823 | | 630,942 | 187,505 | 815,850 | — | 63,545 | 2,284,665 | | | 2022 | 498,874 | — | 590,218 | 175,001 | 542,611 | — | 66,327 | 1,873,032 | | | 2021 | 463,894 | — | 464,053 | 150,008 | 656,033 | — | 49,470 | 1,783,458 | | Tamara S. Polmanteer Executive Vice President and Chief Human Resources Officer | 2023 | 456,960 | — | 504,721 | 150,004 | 582,060 | — | 59,043 | 1,752,788 | | | 2022 | 435,748 | — | 505,922 | 150,001 | 407,578 | — | 70,356 | 1,569,605 |

  66. 2023 Summary Compensation Table

    | (1) Amounts shown in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718, with respect to awards of TRSUs and PRSUs made during 2023, 2022, and 2021. 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 8 to the audited financial statements included in Crane Company’s annual report on Form 10-K filed with the SEC on February 26, 2024. |

  67. 2023 Summary Compensation Table

    | (2) Amounts shown in this column reflect the grant date fair value computed in accordance with FASB ASC Topic 718, with respect to awards of options made during the indicated year. 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 8 to the audited financial statements included in Crane Company’s annual report on Form 10-K filed with the SEC on February 26, 2024. |

  68. 2023 Summary Compensation Table

    | (3) Amounts shown in this column for all NEOs represent amounts determined on the basis of the indicated year’s performance and paid early in the following year under the Annual Incentive Plan. For details of the 2023 non-equity incentive plan compensation, including the minimum, target and maximum amounts that were potentially payable, see the “2023 Grants of Plan-Based Awards” table below. |

  69. 2023 Summary Compensation Table

    | (4) The amount shown in this column for 2023 for Messrs. Mitchell and D’Iorio is the change in the actuarial present value of the accumulated benefit under all defined benefit plans (which include the Crane Pension Plan for Eligible Employees and the Crane benefit equalization plan) from December 31, 2022, to December 31, 2023, with further detail listed below: |

  70. 2023 Summary Compensation Table

    | | Year Ended December 31, | Pension Plan for Eligible Employees ($) | Benefit Equalization Plan ($) | | M. H. Mitchell | 2023 | 30,317 | 70,085 | | A. M. D’Iorio | 2023 | 26,168 | — |

  71. 2023 Summary Compensation Table

    | For 2021 and 2022, amounts in this column are zero because the change in actuarial present value for each year was negative. For additional information regarding these plans, see the “Retirement Benefits” section in this proxy statement. |

  72. 2023 Summary Compensation Table

    | (5) Amounts in this column for 2023 include the following: |

  73. 2023 Summary Compensation Table

    | | Dividends Paid on Restricted Stock/RSUs* ($) | Personal Use of Company Aircraft** ($) | Personal Use of Company- Provided Car ($) | Company Contribution to Benefit Equalization Plan*** ($) | Company Contribution to 401(k) Plan ($) | Insurance Premiums ($) | Cyber Security Protection ($) | Total ($) | | M. H. Mitchell | 33,391 | 100,000 | 14,250 | 83,686 | 19,800 | 2,002 | 2,950 | 256,079 | | R. A. Maue | 11,063 | — | 18,542 | 35,921 | 19,800 | 1,201 | 2,950 | 89,477 | | A. M. D’Iorio | 6,808 | — | 15,191 | 22,002 | 19,800 | 877 | — | 64,678 | | A. A. Alcala | 5,836 | — | 15,429 | 23,983 | 17,460 | 837 | — | 63,545 | | T. S. Polmanteer | 7,740 | — | 14,738 | 16,036 | 19,800 | 729 | — | 59,043 |

  74. 2023 Summary Compensation Table

    | * As described above further under “Impact of Separation Transaction On NEO Compensation Disclosures”, upon the separation transaction, the NEOs’ then-outstanding equity awards were adjusted into awards denominated in both Crane Company and Crane NXT, Co. common stock. Therefore, this column reflects dividends paid on shares of TRSUs at the same rate as on all other shares of Crane Company, or as applicable, Crane NXT, Co. common stock. Dividends are not accrued or paid on PRSUs until the awards are earned and shares of common stock are issued in respect thereof. |

  75. 2023 Summary Compensation Table

    | ** The method of computing the cost of personal use of the Crane Company aircraft is described under the section of this proxy statement entitled “Compensation Discussion and Analysis—Section 2: Principal Elements of Crane’s Executive Compensation Program—Other Compensation for Named Executive Officers.” |

  76. 2023 Summary Compensation Table

    | *** Includes Crane Company’s contribution to the defined contribution benefit under the benefit equalization plan; see “Nonqualified Deferred Compensation Benefits” below. |

  77. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table gives further details of 2023 compensation as disclosed in the “Stock Awards,” “Option Awards” and “Non-Equity Incentive Plan Compensation” columns of the “2023 Summary Compensation Table.” In the table below, the rows labeled “AIP” disclose target bonuses set in February 2023, at which time business performance targets were also fixed. Note that the amount shown in the “2023 Summary Compensation Table” for 2023 under the heading “Non-Equity Incentive Plan Compensation” is the cash bonus actually paid, which was determined entirely by the performance of the business as compared to the targets set at the beginning of 2023. All equity awards granted to Crane Company NEOs in 2023 were granted by Crane Holdings prior to the separation transaction. Accordingly, the numbers shown in the table below reflect the number of Crane Holdings shares originally subject to such awards, their original exercise price (if applicable) and the grant date fair value of such awards. Please see “Impact of Separation Transaction On NEO Compensation Disclosures” in the Compensation Discussion and Analysis above for a more detailed discussion of equity award adjustments in connection with the separation transaction. The column headed “Grant Date Fair Value of Stock and Option Awards” shows the grant date fair value of the TRSUs, PRSUs and stock options originally granted by Crane Holdings in 2023. These amounts also appears in the “2023 Summary Compensation Table” under the respective headings “Stock Awards” and “Option Awards”; see footnote 1 and 2 to the “2023 Summary Compensation Table” on page 65. The value of any awards at vesting may be higher or lower than the grant date fair value.

  78. 2023 Grants of Plan-Based Awards

    | | Type of Award | Grant Date(1) | Approval Date | Estimated possible payouts under non-equity incentive plan awards(2) ($) | | | Estimated future payouts under equity incentive plan awards(3) (#) | | | All Other Stock Awards: Number of shares of stock or units (#) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/sh)(4) | Grant date fair value of stock and option awards ($)(5) | | Name | | | | Threshold | Target | Max. | Threshold | Target | Max. | | | | | | 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 | | 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 | | A. M. D’Iorio | AIP | | | — | 433,157 | 866,314 | | | | | | | | | | PRSU | 2/6/2023 | 1/23/2023 | | | | 940 | 3,759 | 7,518 | | | | 532,086 | | | TRSU | 2/6/2023 | 1/23/2023 | | | | | | | 1,880 | | | 225,055 | | | Options | 2/6/2023 | 1/23/2023 | | | | | | | | 5,298 | 119.71 | 225,006 | | A. A. Alcala | AIP | | | — | 450,000 | 900,000 | | | | | | | | | | PRSU | 2/6/2023 | 1/23/2023 | | | | 783 | 3,133 | 6,266 | | | | 443,476 | | | TRSU | 2/6/2023 | 1/23/2023 | | | | | | | 1,566 | | | 187,466 | | | Options | 2/6/2023 | 1/23/2023 | | | | | | | | 4,415 | 119.71 | 187,505 | | T. S. Polmanteer | AIP | | | — | 321,048 | 642,096 | | | | | | | | | | PRSU | 2/6/2023 | 1/23/2023 | | | | 627 | 2,506 | 5,012 | | | | 354,724 | | | TRSU | 2/6/2023 | 1/23/2023 | | | | | | | 1,253 | | | 149,997 | | | Options | 2/6/2023 | 1/23/2023 | | | | | | | | 3,532 | 119.71 | 150,004 |

  79. 2023 Grants of Plan-Based Awards

    | (1) All grants of PRSUs, TRSUs and stock options were approved by the Crane Holdings Compensation Committee at its meeting on January 23, 2023 with a grant date scheduled on February 6, 2023, on which date the number of underlying Crane Holdings shares and (for the stock options) exercise price were first determinable. As described above, these awards were subsequently adjusted in connection with the separation transaction. |

  80. 2023 Grants of Plan-Based Awards

    | (2) On January 29, 2024, the Crane Company Compensation Committee approved bonus payouts for 2023 at 181.3% of target for the corporate NEOs based on 2023 results as adjusted for certain special items. The approved bonus payout amounts were paid in February 2024 and are shown in the “2023 Summary Compensation Table” under “Non-Equity Incentive Plan Compensation” for 2023. |

  81. 2023 Grants of Plan-Based Awards

    | (3) Amounts shown were, as of the date the PRSUs were granted by Crane Holdings, Co. on February 6, 2023, the estimated number of Crane Holdings shares that could vest. As described above, these awards were subsequently adjusted in connection with the separation transaction. |

  82. 2023 Grants of Plan-Based Awards

    | (4) The exercise price of options is, as of the grant date of the options, the fair market value of Crane Holdings stock on the date of grant, determined in accordance with the terms of the Crane Holdings, Co. 2018 Stock Incentive Plan, which is the closing market price on the date of grant. As described above, these awards were subsequently adjusted in connection with the separation transaction. |

  83. 2023 Grants of Plan-Based Awards

    | (5) The grant date fair values of PRSUs, TRSUs, and stock options are as follows, in each case calculated in accordance with FASB ASC Topic 718 and tied to Crane Holdings’ stock as of the grant date: |

  84. 2023 Grants of Plan-Based Awards

    | Type of Equity Award | Value ($) | Method of Valuation | | PRSUs | 141.55 | Monte Carlo pricing model | | TRSUs | 119.71 | Closing trading price on grant date | | Stock Options | 42.47 | Black-Scholes pricing model |

  85. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The data in the “Option Exercises and Stock Vested” table is compiled based on each transaction date and therefore (i) for stock exercises or vesting events that occurred prior to the spin-off, transactions are denominated in Crane Holdings’ common stock, and (ii) for stock exercises or vesting events that occurred after the separation transaction, transactions are denominated in Crane Company or Crane NXT, Co. common stock, as the case may be. The value realized on exercise of options is computed by multiplying 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.

  86. 2023 Option Exercises and Stock Vested

    | | | Option Awards | | Stock Awards | | | Name | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares/Units Acquired on Vesting (#) | Value Realized on Vesting ($) | | M. H. Mitchell | Crane Holdings, Co. | — | — | 23,721 | $2,657,709 | | | Crane Company | 61,475 | $2,635,763 | — | — | | | Crane NXT, Co. | 61,475 | $1,030,466 | — | — | | R. A. Maue | Crane Holdings, Co. | 26,362 | $943,497 | 6,675 | $752,753 | | | Crane Company | 7,505 | $379,715 | 296 | $23,325 | | | Crane NXT, Co. | — | — | 296 | $14,513 | | A. M. D’Iorio | Crane Holdings, Co. | 21,004 | $893,972 | 3,670 | $414,339 | | | Crane Company | 20,514 | $920,964 | — | — | | | Crane NXT, Co. | — | — | — | — | | A. A. Alcala | Crane Holdings, Co. | — | — | 3,301 | $372,376 | | | Crane Company | — | — | — | — | | | Crane NXT, Co. | 47,624 | $1,035,327 | — | — | | T. S. Polmanteer | Crane Holdings, Co. | — | — | 368 | $44,223 | | | Crane Company | — | — | 1,311 | $93,605 | | | Crane NXT, Co. | — | — | 1,311 | $61,001 |

  87. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table shows for each NEO, as of December 31, 2023: (i) under the heading “Option Awards,” the number of unexercised options, whether exercisable or unexercisable, with the exercise price and expiration date of each grant; (ii) in the first and second columns under the heading “Stock Awards,” the number and market value of unvested shares of restricted stock, and TRSUs; and (iii) in the third and fourth columns under the heading “Stock Awards,” the number and market value of unearned PRSUs. No such awards have been transferred by any of the NEOs. As described above, equity awards granted to the NEOs prior to the separation transaction were adjusted upon the separation transaction into awards denominated in Crane Company and Crane NXT stock. The Outstanding Equity Awards table reflects both the Crane Company component and Crane NXT, Co. component of awards that remained outstanding at the end of 2023.

  88. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | | 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) | | M. H. Mitchell | Crane Company | 21,718 | — | 64.86 | 1/29/2028 | 23,350 | 2,758,569 | 170,605 | 20,155,275 | | | | 116,293 | — | 54.96 | 1/28/2029 | — | — | — | — | | | | 88,704 | 29,569(5) | 58.05 | 1/27/2030 | — | — | — | — | | | | 30,619 | 30,620(6) | 54.58 | 1/25/2031 | — | — | — | — | | | | 10,304 | 30,914(7) | 70.64 | 2/7/2032 | — | — | — | — | | | | — | 31,552(8) | 83.14 | 2/6/2033 | — | — | — | — | | | Crane NXT, Co. | 21,718 | — | 35.06 | 1/29/2028 | 23,350 | 1,327,915 | 176,780 | 10,053,479 | | | | 116,293 | — | 29.71 | 1/28/2029 | — | — | — | — | | | | 88,704 | 29,569(5) | 31.38 | 1/27/2030 | — | — | — | — | | | | 30,619 | 30,620(6) | 29.50 | 1/25/2031 | — | — | — | — | | | | 10,304 | 30,914(7) | 38.19 | 2/7/2032 | — | — | — | — | | | | — | 31,552(8) | 44.94 | 2/6/2033 | — | — | — | — | | R. A. Maue | Crane Company | — | 6,571(5) | 58.05 | 1/27/2030 | 7,639 | 902,471 | 37,765 | 4,461,557 | | | | — | 7,505(6) | 54.58 | 1/25/2031 | — | — | — | — | | | | 2,499 | 7,498(7) | 70.64 | 2/7/2032 | — | — | — | — | | | | — | 7,652(8) | 83.14 | 2/6/2033 | — | — | — | — | | | | — | 6,571(5) | 31.38 | 1/27/2030 | 7,639 | 434,430 | 39,140 | 2,225,892 | | | | 7,505 | 7,505(6) | 29.50 | 1/25/2031 | — | — | — | — | | | Crane NXT, Co. | 2,499 | 7,498(7) | 38.19 | 2/7/2032 | — | — | — | — | | | | — | 7,652(8) | 44.94 | 2/6/2033 | — | — | — | — | | A. M. D’Iorio | Crane Company | — | 3,560(5) | 58.05 | 1/27/2030 | 4,761 | 562,465 | 23,291 | 2,751,599 | | | | 4,202 | 4,203(6) | 54.58 | 1/25/2031 | — | — | — | — | | | | 1,538 | 4,614(7) | 70.64 | 2/7/2032 | — | — | — | — | | | | — | 5,298(8) | 83.14 | 2/6/2033 | — | — | — | — | | | | 9,837 | — | 35.06 | 1/29/2028 | 4,761 | 270,758 | 24,061 | 1,368,349 | | | | 10,677 | 3,560(5) | 31.38 | 1/27/2030 | — | — | — | — | | | Crane NXT, Co. | 4,202 | 4,203(6) | 29.50 | 1/25/2031 | — | — | — | — | | | | 1,538 | 4,614(7) | 38.19 | 2/7/2032 | — | — | — | — | | | | — | 5,298(8) | 44.94 | 2/6/2033 | — | — | — | — |

  89. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | | | 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. A. Alcala | Crane Company | 2,293 | — | 30.26 | 1/25/2026 | 4,081 | 482,129 | 19,927 | 2,354,176 | | | | 12,134 | — | 51.32 | 1/30/2027 | — | — | — | — | | | | 8,657 | — | 64.86 | 1/29/2028 | — | — | — | — | | | | 11,083 | — | 54.96 | 1/28/2029 | — | — | — | — | | | | 9,855 | 3,286(5) | 58.05 | 1/27/2030 | — | — | — | — | | | | 3,602 | 3,603(6) | 54.58 | 1/25/2031 | — | — | — | — | | | | 1,345 | 4,038(7) | 70.64 | 2/7/2032 | — | — | — | — | | | | — | 4,415(8) | 83.14 | 2/6/2033 | — | — | — | — | | | Crane NXT, Co. | — | 3,286(5) | 31.38 | 1/27/2030 | 4,081 | 232,086 | 20,587 | 1,170,783 | | | | — | 3,603(6) | 29.50 | 1/25/2031 | — | — | — | — | | | | 1,345 | 4,038(7) | 38.19 | 2/7/2032 | — | — | — | — | | | | — | 4,415(8) | 44.94 | 2/6/2033 | — | — | — | — | | T. S. Polmanteer | Crane Company | 1,153 | 3,461(7) | 70.64 | 2/7/2032 | 4,982 | 588,573 | 10,910 | 1,288,907 | | | | — | 3,532(8) | 83.14 | 2/6/2033 | — | — | — | — | | | Crane NXT, Co. | 1,153 | 3,461(7) | 38.19 | 2/7/2032 | 4,982 | 283,326 | 10,910 | 620,452 | | | | — | 3,532(8) | 44.94 | 2/6/2033 | — | — | — | — |

  90. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (1) Options vest on the dates indicated in the corresponding footnote; options also vest (or continue to vest per schedule in case of retirement for certain awards) upon death, disability, retirement, or termination after a change in control. Retirement for this purpose generally means termination of employment after age 65 or after age 62 with at least 10 years of service. |

  91. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (2) Figures in this column include time-based RSUs which will vest according to the following schedule: |

  92. 2023 Outstanding Equity Awards at Fiscal Year-End

    | Vesting Date | Security | Mitchell | Maue | D’Iorio | Alcala | Polmanteer | | January 25,2024 | Crane Company | 3,245 | 994 | 557 | 477 | — | | | Crane NXT, Co. | 3,245 | 994 | 557 | 477 | — | | January 27,2024 | Crane Company | — | 539 | 292 | 270 | — | | | Crane NXT, Co. | — | 539 | 292 | 270 | — | | February 6, 2024 | Crane Company | 2,238 | 678 | 470 | 391 | 313 | | | Crane NXT, Co. | 2,238 | 678 | 470 | 391 | 313 | | February 7, 2024 | Crane Company | 2,635 | 799 | 492 | 430 | 369 | | | Crane NXT, Co. | 2,635 | 799 | 492 | 430 | 369 | | April 26, 2024 | Crane Company | — | — | — | — | 1,311 | | | Crane NXT, Co. | — | — | — | — | 1,311 | | January 25,2025 | Crane Company | 3,245 | 994 | 557 | 478 | — | | | Crane NXT, Co. | 3,245 | 994 | 557 | 478 | — | | February 6, 2025 | Crane Company | 2,239 | 679 | 470 | 392 | 313 | | | Crane NXT, Co. | 2,239 | 679 | 470 | 392 | 313 | | February 7, 2025 | Crane Company | 2,635 | 799 | 491 | 430 | 369 | | | Crane NXT, Co. | 2,635 | 799 | 491 | 430 | 369 | | April 26, 2025 | Crane Company | — | — | — | — | 1,311 | | | Crane NXT, Co. | — | — | — | — | 1,311 |

  93. 2023 Outstanding Equity Awards at Fiscal Year-End

    | Vesting Date | Security | Mitchell | Maue | D’Iorio | Alcala | Polmanteer | | February 6, 2026 | Crane Company | 2,239 | 679 | 470 | 391 | 313 | | | Crane NXT, Co. | 2,239 | 679 | 470 | 391 | 313 | | February 7, 2026 | Crane Company | 2,635 | 799 | 492 | 430 | 369 | | | Crane NXT, Co. | 2,635 | 799 | 492 | 430 | 369 | | February 6, 2027 | Crane Company | 2,239 | 679 | 470 | 392 | 314 | | | Crane NXT, Co. | 2,239 | 679 | 470 | 392 | 314 |

  94. 2023 Outstanding Equity Awards at Fiscal Year-End

    | For all grants, vesting also occurs (or continues to occur per schedule in case of retirement for certain awards) upon death, disability, or retirement, or upon termination after a change in control. Retirement for this purpose generally means termination of employment after age 65, or after age 62 with at least 10 years of service. |

  95. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (3) Computed using a price of $118.14 per share for awards in Crane Company shares, and $56.87 per share for awards in Crane NXT, Co. shares, which in each case was the closing market price of Crane Company or Crane NXT, Co. common stock on the last trading day of 2023, as applicable. |

  96. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (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, respectively, Crane and Crane NXT common stock for the three-year period ending on that date (assuming for the purposes of the calculations that each had been an independent company since the beginning of the respective performance period), 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 the PRSUs granted in 2023 at maximum payout 200%, based on Crane Company’s TSR performance as of December 31, 2023, and at maximum payout (200%), based on the Crane NXT, Co.’s TSR as of December 31, 2023. There can be no assurance, however, that each 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 vested after performance results through December 31, 2023, were certified, at 177.6% of target for the Crane Company portion and at 194.9% of target for the Crane NXT portion and are reflected in the table at that level. |

  97. 2023 Outstanding Equity Awards at Fiscal Year-End

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

  98. 2023 Outstanding Equity Awards at Fiscal Year-End

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

  99. 2023 Outstanding Equity Awards at Fiscal Year-End

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

  100. 2023 Outstanding Equity Awards at Fiscal Year-End

    | (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. |

  101. Nonqualified Deferred Compensation Benefits

    Nonqualified Deferred Compensation Benefits The benefit equalization plan was amended effective January 1, 2013, to add a defined contribution component that restores the tax-limited portion of the non-matching company contribution under the Company’s 401(k) plan and also amended effective April 3, 2023, in connection with the closing of the separation transaction. 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 seven months after termination of employment. The following table shows information about the participation by each NEO in the benefit equalization plan with respect to this employer contribution. The NEOs do not participate in any other defined contribution nonqualified deferred compensation plans.

  102. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  103. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2023 ($) | Employer Contributions in 2023(1) ($) | Aggregate Earnings in 2023 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2023 ($) | | M. H. Mitchell | — | 83,686 | 18,713 | — | 619,322 | | R. A. Maue | — | 35,921 | 8,123 | — | 268,422 | | A. M. D’Iorio | — | 22,002 | 2,616 | — | 96,897 | | A. A. Alcala | — | 23,983 | 3,930 | — | 136,466 | | T. S. Polmanteer | — | 16,036 | 781 | — | 38,379 |

  104. 2023 Nonqualified Deferred Compensation

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

  105. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The NEOs would have received certain payments or other benefits in the following circumstances, assuming that each had taken place on December 31, 2023:

  106. Potential Payments Upon Termination or Change in Control

    | • | the executive resigns voluntarily; |

  107. Potential Payments Upon Termination or Change in Control

    | • | the executive is involuntarily terminated, either directly or constructively; |

  108. Potential Payments Upon Termination or Change in Control

    | • | the executive retires; |

  109. Potential Payments Upon Termination or Change in Control

    | • | the executive dies or becomes permanently disabled while employed; or |

  110. Potential Payments Upon Termination or Change in Control

    | • | a change in control of the Company takes place and the executive is terminated under certain circumstances within up to three years. |

  111. Potential Payments Upon Termination or Change in Control

    Such payments or other benefits would be due to the NEOs under the following plans and agreements:

  112. Pay Ratio

    Pay Ratio As of December 31, 2023, Crane Company had approximately 6,857 employees located in 24 countries around the world (excluding contract workers), of whom 3,862 were located in the United States. For the calendar year 2023, the estimated median of the annual total compensation of all those employees worldwide (excluding our CEO) was $69,849 and the estimated median of the annual total compensation of all those employees located in the United States (excluding our CEO) was $93,380. The total compensation of our CEO, Max Mitchell, in 2023 was $ 10,065,027 (see “2023 Summary Compensation Table” beginning on page 65), which was 144 times the compensation of the median employee worldwide, and 108 times the compensation of the median employee in the United States. The following briefly describes the process we used to identify our median employees for 2023, based on our employee population as of December 31, 2023 for Crane Company:

  113. Pay Ratio

    | • | We used a statistical sampling technique to identify each median employee, randomly selecting 259 of our worldwide employees and 253 of our United States employees. We then identified the individual in each of the two samples who received the median compensation, using for this purpose salary (including base wages), bonus and overtime actually paid during 2023. We then determined the 2023 annual total compensation of those two employees as shown above on the same basis as used for the CEO in the 2023 Summary Compensation Table. |

  114. Pay Ratio

    | • | In accordance with SEC rules, we excluded from our employee population the 345 employees acquired as a result of Crane Company’s acquisition of Baum lined piping GmbH on October 23, 2023. |

  115. Pay Ratio

    | • | In accordance with SEC rules, we also excluded from our employee population all employees located in 14 countries who together comprise 5% of all Crane Company employees. We excluded employee populations in the following countries: Australia, Austria, Belgium, Canada, France, Italy, Japan, Korea, the Netherlands, Philippines, Poland, Saudi Arabia, Singapore, and the United Arab Emirates. |

  116. Pay Ratio

    | • | After excluding the employees described above, we ran our pay ratio calculation based on an employee population of 6,186 as of December 31, 2023. |

  117. Pay Ratio

    The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to use a wide range of methodologies, estimates, and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies or assumptions and which may have a significantly different work force structure from ours, are likely not comparable to our CEO pay ratio.

  118. Pay Versus Performance

    Pay Versus Performance Introduction In accordance with the SEC’s disclosure requirements regarding pay versus performance (“PVP”), this section presents the SEC-defined “Compensation Actually Paid” (“CAP”). Also required by the SEC, this section compares CAP to various measures used to gauge performance at the Company. Compensation decisions are made independently of disclosure requirements. CAP is a supplemental measure to be viewed alongside performance measures as an addition to the philosophy and strategy of compensation-setting discussed elsewhere in the Compensation Discussion and Analysis section of this Proxy Statement (“CD&A”), not in replacement. Additional information on how the Compensation Committee makes compensation decisions and aligns pay with performance can be found in the “Compensation Decision-Making Process” section of the CD&A. Pay versus Performance Metrics The table below shows, in compliance with PVP regulations, the most important metrics used to link CAP to Company performance. These measures, along with others, significantly impact annual compensation decisions and outcomes for the executive team.

  119. Pay Versus Performance

    | Performance Metric | Impact on CAP | | Adjusted EPS | | | Earnings from continuing operations per diluted share excluding special items | Determines 75% of the annual incentive payout for the PEO and other NEOs | | Adjusted Free Cash Flow | | | Cash provided by operating activities, less capital spending | Determines 25% of annual incentive payout for the Principal Executive Officer (“PEO”) and other NEOs | | Relative Total Shareholder Return | | | Stock price performance versus a comparator group (S&P 400 MidCap Capital Goods Index) | Determines 100% of the PRSU payout, which represents 55% of the annual LTI grant value for the PEO and 50% for other NEOs |

  120. Pay Versus Performance

    In addition to the metrics detailed above, compensation decisions are made each year taking into account a number of other factors. Short-term and long-term incentives are subject to formalized performance and payout curves (detailed on page 5 ), but fixed compensation and target incentive pay levels are set based on individual performance, scope of responsibility, and assessment of pay competitiveness within the market. Pay versus Performance Terms Defined Important differences between the Summary Compensation Table (“SCT”) and CAP table values are discussed below:

  121. Pay Versus Performance

    | Summary Compensation Table | Compensation Actually Paid | | The SCT includes a mix of both compensation earned during the year (i.e., base salary and annual incentives) and estimated future contingent pay opportunities (i.e., LTI and pension benefits). The SCT uses accounting conventions to estimate the fair value of LTI awards on the grant date. This value can significantly differ from the value ultimately realized by the NEO. Further, the SCT includes a change in the present value of pension benefits that are impacted by various economic actuarial assumptions that do not necessarily represent the additional benefit earned by the NEO during the year. | Like the SCT, CAP includes a mix of both compensation earned during the year (i.e., base salary and annual incentives) and estimated future contingent pay opportunities (i.e., LTI and pension benefits). CAP uses the same accounting conventions used for the SCT to estimate the value of LTI. However, the CAP LTI values represent a year-over-year change in the accounting values of all previously granted unvested LTI awards, and LTI awards that vested during the year. For stock options, this accounting value at vest does not represent the actual value realized by the NEO, which will ultimately be realized when the NEO exercises their options. CAP also includes the pension benefit service cost, which seeks to neutralize the effect of certain economic actuarial assumptions. | | Calculations | | | Base salary paid during the year | Base salary paid during the year | | Annual incentives earned for the applicable year’s performance | Annual incentives earned for the applicable year’s performance | | Grant date accounting fair value of LTI awarded during the year | Change in accounting fair value of all LTI awards that are unvested as of year-end, that vested or were forfeited during the year, plus any cash dividends paid on those awards during the year | | All other compensation | All other compensation | | Changes in the actuarial present value of pension benefits + above market earnings of non-qualified deferred compensation | Current year service cost of pension benefits and any prior year service cost of pension benefits (if a plan amendment occurred during the year) + above market earnings of non-qualified deferred compensation |

  122. Pay Versus Performance

    Pay versus Performance Calculations and Impact of the Spin As described above in the CD&A, in connection with the separation transaction, equity awards held by the Company’s NEOs were adjusted using the “shareholder method” in which each pre-separation Crane Holdings, Co. (now Crane NXT, Co.) award was adjusted into a Crane NXT equity award and a Crane Company equity award, with one Crane Company share for each pre-separation Crane Holdings, Co. share. Option exercise prices were proportionately adjusted to reflect the relative values of each company as of the separation transaction. The adjusted awards were intended to have a combined intrinsic value immediately following the separation transaction equal to the intrinsic value of the outstanding Crane Holdings, Co. awards immediately before the separation transaction. In accordance with SEC rules, the CAP values include both the Crane Company component and Crane NXT component of equity awards that vested during, and/or remained outstanding at the end of 2023, as applicable. This means that the equity awards held by the Company’s NEOs following the separation, as reflected in CAP values, are tied to the value of both Crane Company and Crane NXT stock prices and relative performance, as applicable. The PVP Table below includes the TSR of Crane Company from the separation date through the end of the fiscal year. To illustrate more fully the relationship between CAP values and the company performance to which such values are tied, in the “Relationship between CAP and TSR” chart further below, the TSR of both Crane Company and Crane NXT are included (i.e., a $100 investment in Crane Company at the separation was worth $150.46 at year end and a $100 investment in Crane NXT at the separation was worth $140.40 at year end; the combined market capitalization growth from the date of the spin through 12/31/2023 was approximately $3.5B). Pay versus Performance Table Tabular disclosure for the PEO (CEO) and the average NEO (excluding the PEO) for reporting year 2023 is shown in the table below:

  123. Pay Versus Performance

    | Year (1) (a) | Summary Compensation Table Total for PEO (Mitchell) (2) (b) | Compensation Actually Paid to PEO (Mitchell) (3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (4) (d) | Average Compensation Actually Paid to Non-PEO NEOs (5) (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income (GAAP) (8) (h) | Adjusted EPS (9) (i) | | | | | | | Total Shareholder Return (6) (f) | Peer Group Total Shareholder Return (7) (g) | | | | 2023 | $10,065,027 | $33,526,560 | $2,478,236 | $5,802,807 | $150.46 | $129.94 | $203.8 | $4.16 |

  124. Pay Versus Performance

    | (1) The Pay Versus Performance table reflects required disclosures for fiscal year 2023. |

  125. Pay Versus Performance

    | (2) For fiscal year 2023, Mr. Mitchell was the Principal Executive Officer for the Company. |

  126. Pay Versus Performance

    | (3) Compensation Actually Paid (CAP) is calculated from the PEO’s SCT compensation total, less the amounts reported in the SCT equity awards (i.e., RSUs, PRSUs, and stock options), less the change in pension value; adding the fair value as of the end of the covered fiscal year of all awards granted during the fiscal year that are outstanding and unvested as of the fiscal year-end; adding the amount equal to the change in fair value as of the end of the covered fiscal year, whether positive or negative, of any awards granted in any prior fiscal year that are outstanding and unvested as of the end of the covered fiscal year; adding the amount equal to the change in fair value as of the vesting date, whether positive or negative, of any award granted in any prior fiscal year for which all applicable vesting conditions were satisfied at the end of or during the covered fiscal year. As described above in the CD&A, equity awards granted to the NEOs prior to the spin-off were adjusted upon the spin-off into awards denominated in both Crane Company and Crane NXT stock. The CAP calculations include both the Crane Company component and Crane NXT component of awards that vested during, and/or remained outstanding at the end, of 2023. The following table shows the relationship between SCT compensation and CAP: |

  127. Pay Versus Performance

    PEO SCT Total to CAP Reconciliation:

  128. Pay Versus Performance

    | Year | Salary | Bonus and Non-Equity Incentive Compensation | All Other Compensation (i) | Stock Awards (ii) | Options Awards (ii) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (ii) | SCT Total | Deductions from SCT Total (ii) | | Additions to SCT Total (iii) | CAP | | 2023 | $1,200,000 | $2,610,720 | $256,079 | $4,557,813 | $1,340,013 | $100,402 | $10,065,027 | ($ | 5,998,228) | $29,459,761 | $33,526,560 |

  129. Pay Versus Performance

    | i. | Reflects the PEO’s All Other Compensation reported in the SCT for fiscal year 2023. |

  130. Pay Versus Performance

    | ii. | Represents the grant date fair value of equity-based awards granted during the year and change in pension value. |

  131. Pay Versus Performance

    | iii. | Additions to the SCT Total reflect the value of equity calculated in accordance with the SEC methodology for determining CAP for fiscal year 2023. The equity awards were revalued using the Monte Carlo values for the PRSUs (which vest based on relative TSR) and the Black-Scholes values for the options. Because the Company includes the amount of cash dividends paid with respect to unvested TRSUs as compensation in the All Other Compensation column of the SCT, no adjustments were made for purposes of calculating CAP. Dividends or dividend equivalents do not accrue on stock options or PRSUs. There were no service cost additions to be made with respect to pension values because the historic Crane Holdings, Co.’s pension plan was previously frozen. |