DEF 14A of Crane Co

Filed Mar 13, 2026 · FY20250001193125-26-105005

Open on EDGAR

Director Nominees
Director Nominees
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 | 73 | 2023 (2015)* | | | | | | | Sanjay Kapoor Retired Executive Vice President and Chief Financial Officer, Spirit AeroSystems, Inc. | 65 | 2023 | | | | | | | Ronald C. Lindsay Retired Chief Operating Officer, Eastman Chemical Company | 67 | 2023 (2013)* | | | | | | | Susan D. Lynch Retired Chief Financial Officer, V2X | 64 | 2024 | | | | | | | Ellen McClain Former Chief Executive Officer and President, Year Up United | 61 | 2023 (2013)* | | | | | | | Charles G. McClure, Jr. Managing Partner, Michigan Capital Advisors | 72 | 2023 (2017)* | | | | | | | Max H. Mitchell Chairman, President and Chief Executive Officer, Crane Company | 62 | 2023 (2014)* | | | | | | | Jennifer M. Pollino Executive Coach and Consultant, JM Pollino LLC | 61 | 2023 (2013)* | | | | | | | James L. L. Tullis Chairman, Tullis Health Investors, Inc. | 78 | 2023 (1998)* | | | | |
Director Nominees
| AC | Audit Committee | NGC | Nominating and Governance Committee | Chair Member | | EC | Executive Committee | MOCC | Management Organization and Compensation Committee | |
Director Nominees
| * 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. |
2025 Compensation Highlights
| • | In alignment with the long-term interests of our stockholders, 55% of the long-term equity award’s value was granted in the form of performance-based restricted share units (PRSUs), 25% in the form of stock options and 20% in the form of time-based restricted share units (RSUs). |
2025 Compensation Highlights
| • | The base salary and target annual cash incentive award that Mr. Alcala will receive in 2026 has been pro-rated to reflect his service as CEO beginning in April. |
Board of Directors Nominees
Board of Directors Nominees Nominees to be Elected for Terms to Expire in 2027
Board of Directors Nominees
| | MARTIN R. BENANTE Age: 73 Director Since: 2023 (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: • Crane NXT, Co. (formerly Crane Holdings, Co.) from 2015 to 2023 • 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. | | |
Board of Directors Nominees
| | SANJAY KAPOOR Age: 65 Director Since: 2023 | Crane Company Committees: Audit; Management Organization and Compensation | | 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 2013 to 2019. Prior to joining Spirit AeroSystems, Inc., Mr. 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 engineering, procurement and construction company) from 2018 to 2025 | | | | Relevant Skills and Experience: • CFO of a publicly traded company with global operations. • Financial and operational expertise (including substantial turnaround experience) gained through extensive senior executive positions with publicly traded companies in the aerospace and defense industries. • Substantial experience driving inorganic growth in the aerospace and defense markets, and successfully integrating acquired companies. | | |
Board of Directors Nominees
| | RONALD C. LINDSAY Age: 67 Director Since: 2023 (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. Other Directorships: • Crane NXT, Co. (formerly Crane Holdings, Co.) from 2013 to 2023 | | | | Relevant Skills and Experience: • Former COO of a publicly traded company with global operations. • 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. | | |
Board of Directors Nominees
| | SUSAN D. LYNCH Age: 64 Director Since: 2024 | Crane Company Committees: Audit | | Retired Senior Vice President and Chief Financial Officer for V2X (formerly Vectrus, Inc.) having served from August 2019 to September 2023. Executive Vice President and Chief Financial Officer for Sungard Availability Services from April 2016 to July 2019, and Executive Vice President and Chief Financial Officer of Hitachi Vantara (formerly Hitachi Data Systems) from 2007 to 2015. Various senior leadership positions with Raytheon Technical Services and Honeywell International. Received Northern Virginia CFO of the Year and Annual Corporate Growth Award in 2023. Other Directorships: • Allegro MicroSystems since 2021 • Onto Innovation Inc. since 2024 | | | | Relevant Skills and Experience: • More than 35 years of financial and leadership experience in the technology, aerospace and defense, and industrial manufacturing industries. • Former CFO of a publicly traded company with global operations and extensive M&A experience. • Expertise in information technology, domestic and international mergers and acquisitions and in the integration of acquired companies, capital markets, and enterprise risk management. | | |
Board of Directors Nominees
| | ELLEN MCCLAIN Age: 61 Director Since: 2023 (2013)* | Crane Company Committees: Audit; Management Organization and Compensation | | Chief Executive Officer and President from December 2023 to November 2025, President since 2022, Chief Operating Officer from 2021 to 2022, and Chief Financial Officer from 2015 to 2021, Year Up United, Boston, MA (a national workforce development training organization, which owns YUPRO Placement, a skills-first staffing firm). Senior management and finance 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 Crane Holdings, Co.) since 2013 • Horseracing Integrity and Safety Authority from 2021 to 2023 | | | | Relevant Skills and Experience: • Former Chief Executive Officer. • 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). | | |
Board of Directors Nominees
| | CHARLES G. MCCLURE, JR. Age: 72 Director Since: 2023 (2017)* | Crane Company Committees: Management Organization and Compensation; Nominating and Governance | | Managing Partner of Michigan Capital Advisors, Birmingham, 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: • Crane NXT, Co. (formerly Crane Holdings, Co.) from 2017 to 2023 • 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, mergers and acquisitions, 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. | | |
Board of Directors Nominees
| | MAX H. MITCHELL Age: 62 Director Since: 2023 (2014)* | Crane Company Committees: Executive | | Chairman, President and Chief Executive Officer of Crane Company (a global manufacturer of highly engineered products in the Aerospace & Advanced Technologies, and Process Flow Technologies industries) and President and Chief Executive Officer of 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. from 2011 to 2013; Group President, Process Flow Technologies Segment of Crane Co., from 2005 to 2012. Other Directorships: • The Goodyear Tire & Rubber Company since 2023 • Crane NXT, Co. (formerly Crane Holdings, Co.) from 2014 to 2024 • Lennox International, Inc. from 2016 to 2022 • Manufacturers Alliance | | | | Relevant Skills and Experience: • Chairman and 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 inorganically, and successful integration of acquired companies. • Extensive experience with intellectual capital (human capital) management processes to drive a performance-based culture. • Substantial experience managing cyber and information technology personnel and programs. | | |
Board of Directors Nominees
| | JENNIFER M. POLLINO Age: 61 Director Since: 2023 (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 from 2015 to 2024; Lead Independent Director from 2021 to 2024 • Crane NXT, Co. (formerly Crane Holdings, Co.) from 2013 to 2023 • 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 management. • Finance and operational expertise, gained in over 20 years as senior executive and general manager with a leading aerospace products company, including businesses focused in areas where Crane Company’s products have application. • Financial expertise gained as controller of savings and loan association and field accounting officer at Resolution Trust Corporation. • Certified Public Accountant. | | |
Board of Directors Nominees
| | JAMES L. L. TULLIS Age: 78 Director Since: 2023 (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) since 1988. Other Directorships: • Crane NXT, Co. (formerly Crane Holdings, Co.) since 1998 • Alphatec Holdings, Inc. from 2018 to 2024 • Exagen Diagnostics, Inc. from 2015 to 2023 • Lord Abbett & Co. Mutual Funds from 2006 to 2024; 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. • Broad understanding of capital market and M&A transaction funding strategies. • 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. | | |
Board of Directors Nominees
Age calculations for all directors are as of the record date.
Board of Directors Nominees
| * The years shown for those directors with service on the pre-separation Crane Holdings, Co. (now known as Crane NXT, Co.) board is reflected for each such director under “Other Directorships.” |
Board of Directors Nominees
Our by-laws provide that a nominee for director without opposition is elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Any director who fails to receive the required number of votes for re-election is required by the Director Resignation Policy to tender his or her written resignation to the Chairman of the Board and the Lead Independent Director for consideration by the Nominating and Governance Committee. Independent Status of Directors Standards for Director Independence The listing standards of the NYSE, as well as Crane Company’s Corporate Governance Guidelines, require that a majority of the Board be comprised of independent directors. In order for a director to qualify as independent under these standards, the Board must affirmatively determine that the director has no material relationship with Crane Company. The Board has adopted the standards set forth below (contained in Crane Company’s Standards for Director Independence) in order to assist the Nominating and Governance Committee and the Board itself in making determinations of director independence. Any of the following relationships would preclude a director from qualifying as an independent director:
Board of Directors Nominees
| • | The director is or was an employee, other than as an interim CEO, or the director’s immediate family member is or was an executive officer, of Crane Company, unless at least three years have passed since the end of such employment relationship. |
Board of Directors Nominees
| • | The director is an employee of, or the director’s immediate family member is an executive officer of, an organization (other than a charitable organization) that in any of the last three completed fiscal years made payments to, or received payments from, Crane Company for property or services, if the amount of such payments exceeded the greater of $1 million or 2% of the other organization’s consolidated gross revenues. |
Board of Directors Nominees
| • | The director has received, or the director’s immediate family member has received, direct compensation from Crane Company, if the director is a member of the Audit Committee or the amount of such direct compensation received during any twelve-month period within the preceding three years has exceeded $120,000 per year, excluding: (i) director and committee fees; (ii) compensation received as interim CEO; or (iii) compensation received by an immediate family member for service as a non-executive employee of Crane Company. |
Board of Directors Nominees
| • | The director is a current partner of or employed by, or the director’s immediate family member is a current partner of, or an employee who personally works on the financial audit of Crane Company at a firm that is the internal or external auditor of Crane Company, or the director was, or the director’s immediate family member was, within the last three years a partner or employee of such a firm and personally worked on the Crane Company audit at that time. |
Board of Directors Nominees
| • | The director is or was employed, or the director’s immediate family member is or was employed, as an executive officer of another organization, and any of Crane Company’s present executive officers serves or served on that other organization’s compensation committee, unless at least three years have passed since the end of such service or the employment relationship. |
Board of Directors Nominees
| • | The director is a member of a law firm, or a partner or executive officer of any investment banking firm, that has provided services to Crane Company, if the director is a member of the Audit Committee or the fees paid in any of the last three completed fiscal years or anticipated for the current fiscal year exceed the greater of $1 million or 2% of such firm’s consolidated gross revenues. |
Board of Directors Nominees
The existence of any relationship of the type referred to above, but at a level lower than the thresholds referred to, does not, if entered into in the ordinary course of business, preclude a director from being independent. The Nominating and Governance Committee and the Board review all relevant facts and circumstances before concluding that a relationship is not material or that a director is independent. Specifically, the Nominating and Governance Committee reviews annually (i) the direct and indirect relationships between directors and the Company, (ii) a report of transactions with director affiliated entities, (iii) director responses to annual questionnaires, and (iv) Code of Business Conduct and Ethics compliance certifications. In addition, the Nominating and Governance Committee reviews and must approve all charitable contributions in excess of $10,000 made by the Company or through one of the following three independent charitable funds: Crane Fund, Crane Fund for Widows and Children, or Crane Foundation, to any organization for which a director or his or her spouse or other immediate family member serves as a trustee, director, or officer or in any similar capacity. There were no such contributions in 2025. Crane Company’s Standards for Director Independence, along with its Corporate Governance Guidelines and Code of Business Conduct and Ethics, which apply to Crane Company’s directors and to all officers and other employees, including our Chief Executive Officer, Chief Financial Officer and Controller, are available on our website at https://investors.craneco.com/Investors/corporate-governance. See “Code of Business Conduct and Ethics” on page 27. Independence of Directors The Nominating and Governance Committee has reviewed whether any of the directors other than Mr. Mitchell, who is the current Chairman, President and Chief Executive Officer, has any relationship that, in the opinion of the Committee, (i) is material (either directly or as a partner, stockholder, director, or officer of an organization that has a relationship with Crane Company) and, as such, would be reasonably likely to interfere with the exercise by such person of independent judgment in carrying out the responsibilities of a director or, (ii) would otherwise cause such person not to qualify as an “independent” director under the rules of the NYSE and, in the case of members of the Audit Committee and the Management Organization and Compensation Committee, the additional requirements under Sections 10A and 10C, respectively, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the associated rules. The Nominating and Governance Committee determined that, other than Mr. Mitchell, all of Crane Company’s directors are independent in accordance with the foregoing standards, and the Board has reviewed and accepted the determinations of the Nominating and Governance Committee. In evaluating the independence of all directors, the Board considered transactions in which the Company and any director had an interest, including purchases and sales with other companies on which a director served on that company’s board. The Board determined in each case that such purchases and sales were de minimis, comprising less than 0.01% of the Company’s revenues. The Board evaluated these transactions and determined that they arose in the ordinary course of business and on the same terms and conditions generally available to the Company’s customers and suppliers. Furthermore, in reaching their determinations regarding the independence of the directors (other than Mr. Mitchell), the Nominating and Governance Committee and the Board applied the Standards for Director Independence described above and determined that there were no transactions that were likely to affect the independence of any director’s judgment. Board Refreshment Under the Corporate Governance Guidelines, a director who has attained the age of 75 as of the record date for an annual meeting of stockholders is required to tender his or her resignation for the Board’s consideration. The Corporate Governance Guidelines also require a director to tender his or her resignation for the Board’s consideration if there is a significant change in his or her primary job responsibilities that could impact the skills or perspectives they bring to the Board. The Nominating and Governance Committee then makes a recommendation to the Board, based on a review of all relevant circumstances, whether the Board should accept the resignation or ask the director to continue serving on the Board. The Board currently consists of nine members, eight of whom are independent. As noted earlier on page 9, the Board rejected Mr. Tullis’ offer of resignation, and expects to expand to 10 members following the Annual Meeting to accommodate the appointment of Mr. Alcala as a director upon his assuming the role of CEO. The Nominating and Governance Committee will, from time to time, seek to identify potential candidates for director to sustain and enhance the composition of the Board with an appropriate balance of knowledge, experience, skills, expertise, and diversity, to enable Crane Company to formulate and implement its strategic plan. In this process, the Committee will consider potential candidates proposed by other members of the Board, by management, or by stockholders, and the Committee has the sole authority to retain a search firm to assist in this process, at Crane Company’s expense. Once a person has been identified by the Nominating and Governance Committee as a potential candidate, the Committee, as an initial matter, may collect and review publicly available information regarding the person to assess whether the person should be considered further. Generally, if the person expresses a willingness to be considered to serve on the Board, and the Committee believes that the person has the potential to be a good candidate, the Committee would seek to gather additional information from or about the person, review the person’s accomplishments and qualifications in light of any other candidates that the Committee might be considering, and, as appropriate, conduct one or more interviews with the person. In certain instances, Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have first-hand knowledge of the candidate’s background, skills and accomplishments. The Committee’s evaluation process does not vary based on whether or not a prospective candidate is recommended by a stockholder. Board Effectiveness Our Board, in a process led by our Nominating and Governance Committee, evaluates the size and composition of our Board at least annually, giving consideration to evolving skills, diversity, perspective, and experience needed on our Board to perform its governance and oversight role as the business grows and evolves and the underlying risks change over time. Below are steps our Board has taken to proactively improve our Board effectiveness.
Board of Directors Nominees
| PRACTICES TO MAINTAIN BOARD EFFECTIVENESS • Identify director candidates with diverse backgrounds and experiences • Annual Board and committee performance self-evaluations • Alignment of director strengths with the Company’s strategic goals and objectives • Director retirement policy • Strict overboarding policy for directors • Adjust the size of the Board as appropriate to meet the governance needs of the Company | | | | OUTCOMES Expandedqualifications and diversity of thought Twonew directors added since our separation transaction Furtherskills added to the board include: • Significant international mergers & acquisitions experience in the Company’s core markets • Public company CEO experience • Public company CFO experience • Experience in the aerospace/defense sector • Cyber/Information Security skills and experience • Intellectual capital (human capital) development |
Board of Directors Nominees
Nominations by Stockholders In considering candidates submitted by stockholders, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. Our by-laws require that a stockholder proposing to nominate a director for election at an annual (or special) meeting of stockholders must provide certain information about the nominating stockholder and the director nominee, including the following information, and must update such information as of the record date for determining the stockholders entitled to receive notice of the meeting:
Board of Directors Nominees
| • | the number of shares of Company stock, including details regarding any derivative securities, held by the nominating stockholder and the director nominee and any of their respective affiliates or associates; |
Board of Directors Nominees
| • | a representation and agreement that the director nominee is not and will not become a party to any agreement and has not given any commitment or assurance as to how he or she would vote if elected as a director that has not been disclosed to the Company in such representation and agreement; |
Board of Directors Nominees
| • | a representation and agreement that the director nominee is not and will not become a party to any agreement with respect to direct or indirect compensation as a director from any person other than the Company that has not been disclosed to the Company in such representation and agreement; |
Board of Directors Nominees
| • | a representation and agreement that the director nominee will, if elected as a director, comply with all publicly disclosed Board policies, including those relating to confidentiality, applicable to non-employee directors; |
Board of Directors Nominees
| • | a completed questionnaire similar to the one required of existing directors, a copy of which the Corporate Secretary will provide upon request; |
Board of Directors Nominees
| • | a description of any material interest the nominating stockholder or its affiliates or associates has in any such nomination; and |
Board of Directors Nominees
| • | any other information about the director nominee that would, under the proxy rules of the Securities and Exchange Commission (the “SEC”), be required to be included in our proxy statement if the person were a nominee. |
Board of Directors Nominees
Such notice must also be accompanied by a written consent of the director nominee to being named as a nominee in any proxy statement relating to the meeting and to serve as a director, if elected. A complete description of the requirements relating to a stockholder nomination is set forth in our by-laws. Any stockholder recommendation for next year’s annual meeting, together with the information described above, must be delivered to, or be mailed and received by, the Corporate Secretary not less than 90 days, and not more than 120 days prior to April 27, 2027, except that, if the 2027 annual meeting of stockholders is called for a date that is not within 25 days before or after the anniversary date of the Annual Meeting, such notice must be so received not later than 90 days prior to the date of the 2027 annual meeting of stockholders or, if later, the close of business on the tenth day following the date on which notice of the date of the 2027 annual meeting of stockholders was mailed or public disclosure of the date of the 2027 annual meeting of stockholders was made, whichever first occurs. Majority Voting for Directors and Resignation Policy Our by-laws provide that nominees for director without opposition are elected if the votes cast for such nominee’s election exceed the votes cast against such nominee’s election. Any director who fails to receive the required number of votes for re-election is required by the Director Resignation Policy to tender his or her written resignation to the Chairman of the Board and the Lead Independent Director for consideration by the Nominating and Governance Committee. The Committee will consider such tendered resignation and make a recommendation to the Board concerning the acceptance or rejection of the resignation. In determining its recommendation to the Board, the Committee will consider all factors deemed relevant by the members of the Committee including, without limitation, the stated reason or reasons why stockholders voted against such director’s re-election, the qualifications of the director, and whether the director’s resignation from the Board would be in the best interests of the Company and its stockholders.
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 does not receive compensation for his service as a director for Crane Company), receive the following compensation:
Compensation of Directors
| • | An annual retainer of $240,000 ($255,000 beginning with the 2026 Annual Meeting), payable $90,000 ($95,000 beginning with the 2026 Annual Meeting,) in cash and $150,000 ($160,000 beginning with the 2026 Annual Meeting) in the form of an equity award of equivalent value. For 2025 and prior years, these equity awards were structured as Deferred Stock Units (“DSUs”); the terms of such DSUs are described below. In addition, for compensation earned in 2025, as well as prior years, directors could elect to receive all of a portion of the cash retainer in additional DSUs or in fully vested shares of Crane Company stock. Beginning with the 2026 Annual Meeting, directors will receive the equity portion of their retainer in Restricted Share Units (“RSUs”); the terms of such RSUs are described below. A director may also elect to receive all or a portion of the cash retainer in additional RSUs (which will be settled at the same time as the RSUs described below, depending on the director’s election) or in fully vested shares of Crane Company stock; |
Compensation of Directors
| • | An annual retainer of $25,000 for the Chair of the Audit Committee, payable in cash; |
Compensation of Directors
| • | An annual retainer of $17,500 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 |
Compensation of Directors
| • | An annual retainer of $10,000 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. |
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 is the President and Chief Executive Officer of the Company, in addition to being the Chairman of the Board, is shown in the 2025 Summary Compensation Table on page 60. Mr. Tullis, the Lead Independent Director, received the same annual retainer as a non-employee director plus an incremental retainer of $135,000 per year, reduced pro-rata to $50,000 annually beginning with the 2025 Annual Meeting, payable in cash (or all or a portion of the incremental retainer in additional equity awards or fully vested shares of Crane Company stock, at his election). The Company also has a time-sharing agreement with Mr. Tullis under which he is 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” beginning on page 57. 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. In December 2025, the 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 2026 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 only modest changes to the Directors’ Board retainers were warranted, all as reflected above. No changes were made to the Committee fees. DSUs have historically been 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 28, 2025, 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 and Tullis, and Mses. Pollino and Lynch, each received 1,009 DSUs, Mr. Kapoor received 1,164 DSUs, Ms. McClain received 1,130 DSUs, and Mr. McClure, Jr., received 1,132 DSUs. Beginning with the Annual Meeting, directors will receive RSUs rather than DSUs, generally as of the date of the annual meeting of stockholders and pro-rated, if necessary. The RSUs vest on the earlier of the first anniversary of grant or Crane Company’s next annual meeting of stockholders, subject to the director’s continued service, with accelerated vesting on the director’s earlier death, disability or a change in control. The stock underlying each vested RSU, plus accumulated dividends, will be delivered shortly after the RSU vests, unless the director elects to defer delivery of those shares to a date at or beyond the director’s separation from service on the Company’s 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. A director must have attained this ownership level by the fifth anniversary of his or her first election as a director. No directors have attained their fifth anniversary of service, however, as of the record date, all Directors have attained the required ownership levels except Ms. Lynch, who joined the Board in August 2024. Director Compensation in 2025 The following table shows the actual compensation earned in 2025 of all directors, except for Mr. Mitchell, Chairman, President and Chief Executive Officer, who does not receive compensation as a director and whose compensation is shown in the 2025 Summary Compensation Table on page 60.
Compensation of Directors
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | M. R. Benante | 122,500 | 166,143 | 288,643 | | S. Kapoor | 17,500 | 245,600 | 263,100 | | R. C. Lindsay | 117,500 | 173,130 | 290,630 | | S. D. Lynch | 100,000 | 151,350 | 251,350 | | E. McClain | 89,500 | 188,094 | 277,594 | | C. G. McClure, Jr. | 60,000 | 210,501 | 270,501 | | J. M. Pollino | 117,000 | 169,314 | 286,314 | | J. L. L. Tullis | 199,084 | 177,779 | 376,863 |
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. |
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 28, 2025, was $148.67. The assumptions on which this valuation is 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, 2026. Awards of DSUs during 2025, all made pursuant to the Crane Company 2023 Stock Incentive Plan, were as follows: |
Compensation of Directors
| • | 1,009 DSUs to each of Messrs. Benante, Lindsay, Tullis, and Mses. Pollino and Lynch; 1,130 DSUs to Ms. McClain; 1,164 DSUs to Mr. Kapoor, and 1,132 DSUs to Mr. McClure, Jr. |
Compensation of Directors
| • | An aggregate of 91 additional DSUs to Mr. Benante; 31 additional DSUs to Mr. Kapoor; 130 additional DSUs to Mr. Lindsay; 7 additional DSUs to Ms. Lynch; 113 additional DSUs to Ms. McClain, 87 additional DSUs to Mr. McClure, Jr.; 109 additional DSUs to Ms. Pollino; and 157 additional DSUs to Mr. Tullis, were awarded in connection with the payment of regular quarterly dividends, paid on March 12, 2025, June 11, 2025, September 10, 2025, and December 10, 2025. These dividend equivalent units are reflected in the Stock Awards column above. |
Compensation of Directors
100% 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 82.
Compensation of Directors
| ITEM 2: RATIFICATION OF THE SELECTION OF AUDITORS |
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 2026 |
Compensation of Directors
The Board proposes and recommends that the stockholders vote to ratify the selection of the firm of Deloitte & Touche LLP as independent auditors for Crane Company for 2026. Deloitte & Touche LLP has been Crane Company’s independent auditor since 2023 and the independent auditors of the pre-separation company 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 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 as independent auditors for Crane Company for 2026.
Ellen McClain
| • | aligned with the Company’s annual operating plan and long-term strategic plans and objectives; |
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*
Annual Bonus Directly Tied to Crane Company Business’ EPS and Free Cash Flow*
| Annual Period | Minimum | Target | Maximum | | 2025 CEO AIP | | | | | 2025 NEO AIP | | | | | 2024 CEO AIP | | | | | 2024 NEO AIP | | | |
Annual Bonus Directly Tied to Crane Company Business’ EPS and Free Cash Flow*
| * The CEO’s AIP includes an additional performance metric based on the attainment of certain Strategic Objectives. See “Annual Incentive Objectives for 2025 — CEO and other NEOs” on page 46 for more detail on annual bonus metrics and weightings. |
PRSU Vesting Directly Tied to Crane Company’s Relative TSR*
PRSU Vesting Directly Tied to Crane Company’s Relative TSR*
PRSU Vesting Directly Tied to Crane Company’s Relative TSR*
| Three-year period | Threshold (25th percentile) | Target (50th percentile) | Maximum (75th percentile) | | 2023-2025 | | | | | 2022-2024 | | | | | 2021-2023 | | | |
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, 2022-2024 and 2023-2025 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. |
PRSU Vesting Directly Tied to Crane Company’s Relative TSR*
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 this Proxy Statement and explained in more detail in the “Policies and Practices Related to Our Executive Compensation Program” section beginning on page 54. See “Compensation Best Practices” chart on page 7 for a summary of our compensation best practices.
Elements of Compensation and 2025 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, market data, and comparison to other Company executives | | Annual Incentive Plan | To motivate executive officers to achieve annual financial performance goals | • Payment for CEO based on achievement of Company-wide performance goals and Strategic Objectives relative to annual pre-established targets • Payment for other NEOs based on achievement of 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 |
Elements of Compensation and 2025 Decisions
Annual Incentive Compensation We pay our executive officers cash bonuses based on the attainment of Company performance goals established in January and an assessment of individual performance conducted at the end of the year. 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. In making determinations about performance targets, 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, 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 earnings per diluted share “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 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 so 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.
Elements of Compensation and 2025 Decisions
| Selection of Performance Measures for Incentive Awards | | As discussed below, the principal financial performance measures selected by the Committee to drive annual incentive compensation opportunities are, for the Chief Executive Officer and other corporate executives in 2025, adjusted EPS and free cash flow for the Company as a whole. These financial performance criteria were chosen because they are aligned with 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. For the CEO, we continued to have certain Strategic Objectives for the 2025 annual incentive award to encourage his focus on longer-term strategic initiatives. For our PRSUs, the performance measure is Crane’s 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. |
Elements of Compensation and 2025 Decisions
Annual Incentive Objectives for 2025 — CEO and Other NEOs Consistent with the prior year, performance metrics for 2025 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), and for the CEO only, certain Strategic Objectives focused primarily on fortifying the Company’s talent bench following the separation transaction, further strengthening the alignment between executive pay and Company performance. The CEO’s annual incentive was weighted 60% EPS / 20% free cash flow / 20% Strategic Objectives, and the other NEOs’ annual incentives were weighted 75% EPS / 25% free cash flow. For both the CEO and the other NEOs, in addition to the targeted performance goals, for each performance metric, the Committee set minimum threshold and maximum cap values, so that actual payouts could range from 50% to 200% of the target award amounts. In January 2025, the Committee established an EPS target of $5.95 to align with our annual operating plan. The Committee also established a payout range for EPS from $5.06 (50% payout – a new payout threshold established in January 2025) to $6.84 (200% payout). For free cash flow, the Committee established a target of $347.5 million with a payout range from $278.0 million (50% payout – a new payout threshold established in January 2025) to $416.9 million (200% payout). The Committee also established 2025 Strategic Objectives for the CEO that can be earned from 50% to 200% and are based on pre-established qualitative targets as agreed at the beginning of the year, which are focused on talent development and succession bench strength in our businesses. For 2025, the achievement of these Strategic Objectives was deemed to be earned on a subjective basis by the Committee at 145% of target. Actual performance compared to annual incentive objectives for this group were as follows:
Elements of Compensation and 2025 Decisions
| Corporate Objectives – Chief Executive Officer | Target ($) | Actual ($) | Performance relative to Target Range | Weight | Calculated Payout (%) | | Adjusted EPS | $5.95 | $6.12 | 118.6% | 60% | 71.2% | | Adjusted free cash flow | 347.5M | 356.0M | 112.3% | 20% | 22.5% | | CEO Strategic Objectives | | | 145.0% | 20% | 29.0% | | Weighted payout % | | | | | 122.7% |
Elements of Compensation and 2025 Decisions
| Corporate Objectives – Other NEOs | Target ($) | Actual ($) | Performance relative to Target Range | Weight | Calculated Payout (%) | | Adjusted EPS | $5.95 | $6.12 | 118.6% | 75% | 89.0% | | Adjusted free cash flow | 347.5M | 356.0M | 112.3% | 25% | 28.1% | | Weighted payout % | | | | | 117.1% |
Elements of Compensation and 2025 Decisions
The graphs below show the performance targets and related ranges set by the Committee in January 2025 and the actual performance of the Company in 2025. These corporate financial metrics are adjusted for special items by the Committee for bonus calculation purposes under the Annual Incentive Plan and consistent with historical practices, which adjustments may in some cases differ from the adjustments made for financial reporting purposes. Actual results below for 2024 include the benefit of the Engineered Materials business, which was divested effective on January 1, 2025. Named Executive Officers’ Bonuses for 2025 In January 2026, the Committee reviewed management’s reports on the performance of the Company and the individual NEOs in 2025 against the relevant bonus objectives. In considering Company performance, and consistent with past practice, the Committee excluded certain special items as reported from earnings per share and free cash flow. The calculations resulted in a corporate percentage payout of 122.7% for the CEO and 117.1% for the other NEOs. The approved payout percentages and cash bonuses for our corporate and operations NEOs for 2025 are as follows:
Elements of Compensation and 2025 Decisions
| Named Executive Officer | Bonus Target (% of Salary) | Bonus Target ($) | Payout (%) | Bonus Paid ($) | | M. H. Mitchell | 120% | $1,500,000 | 122.7% | $1,840,200 | | R. A. Maue | 85% | $698,360 | 117.1% | $817,780 | | A. A. Alcala | 80% | $582,400 | 117.1% | $681,990 | | A. M. D’Iorio | 75% | $463,500 | 117.1% | $542,759 | | T. S. Polmanteer | 75% | $366,938 | 117.1% | $429,684 |
Elements of Compensation and 2025 Decisions
Long-Term Equity Incentive Compensation The Stock Incentive Plan is used to provide long-term equity 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, Company stock increases. For 2025, the Committee determined an overall target dollar value for long-term equity incentive awards for each of the NEOs. In determining these amounts, the Committee considered the competitive market data compiled by FW Cook, the Company’s and individual performance in 2024, and our historical grant practices including the number of shares and the fair market value of the stock. The Committee then allocated the total target dollar amount among the applicable award types, as follows: for our Chief Executive Officer, 55% as PRSUs, 25% as stock options, and 20% as 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 Committee divided the applicable dollar amount by the closing price of the Company’s 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 Compensation Committee and resulting number of shares for the awards.
Elements of Compensation and 2025 Decisions
| | Long-Term Incentive | | | | | | | | | Stock Options | | PRSUs* | | TRSUs | | LTI Total | | Named Executive Officer | $ | # | $ | # | $ | # | ($) | | M. H. Mitchell | 1,562,500 | 20,369 | 3,437,500 | 19,813 | 1,250,000 | 7,205 | 6,250,000 | | R. A. Maue | 337,500 | 4,400 | 675,000 | 3,890 | 337,500 | 1,945 | 1,350,000 | | A. A. Alcala | 300,000 | 3,911 | 600,000 | 3,458 | 300,000 | 1,729 | 1,200,000 | | A. M. D’Iorio | 237,500 | 3,096 | 475,000 | 2,738 | 237,500 | 1,369 | 950,000 | | T. S. Polmanteer | 162,500 | 2,118 | 325,000 | 1,873 | 162,500 | 937 | 650,000 |
Elements of Compensation and 2025 Decisions
| Competitive Positioning of Incentive Awards | | For annual bonus and long-term equity incentive compensation, the Committee calibrates 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 size. 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 equity incentive 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. |
Elements of Compensation and 2025 Decisions
PRSU Awards – Three-Year Performance Period Based on Relative TSR PRSUs have been designed to include three-year performance vesting conditions based on relative TSR as described below, thus directly linking this form of equity incentive 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 2023-2025 performance period.
Elements of Compensation and 2025 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% |
Elements of Compensation and 2025 Decisions
The vesting of PRSUs awarded to members of the senior leadership team in January 2025 will be based on a relative measurement of TSR for the Company over the three-year period January 1, 2025, through December 31, 2027 (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. 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. Beginning with awards granted in 2026, the maximum value that can be earned under the PRSUs will no longer be 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. 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. 2026 Long-Term Incentive Actions As previously disclosed by the Company on a Form 8-K filed on January 29, 2026, in connection with his appointment to the role of Chief Executive Officer effective April 27, 2026, the Committee determined that Mr. Alcala would receive an annual long-term equity incentive award for 2026, valued at $4.15 million as of the grant date of February 9, 2026, consistent with the structure and terms of the current CEO (55% as PRSUs, 25% as stock options and 20% as TRSUs). The award is part of Mr. Alcala’s target total direct compensation for 2026, including his time serving as CEO, and does not contain any special one-time components. The Committee also determined that Mr. Mitchell would receive an annual long-term equity incentive award for 2026 valued at $3.25 million as of the grant date of February 9, 2026. This award is part of Mr. Mitchell’s target total direct compensation for 2026, including his time serving as Executive Chairman, and does not contain any special one-time components. Consistent with the Company’s long-term equity incentive program, the PRSUs granted to Mr. Alcala and Mr. Mitchell will be earned based on a relative measurement of TSR for the Company over the three-year period January 1, 2026, through December 31, 2028 (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. In determining the value of Mr. Alcala’s and Mr. Mitchell’s 2026 long-term equity incentive award, the Compensation Committee considered, among other factors, the announced transition to their new roles in 2026, and market compensation levels. 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, 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 2025 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 NEOs 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 (increasing to $7,000 annually beginning in 2026). This benefit provides our NEOs with additional flexibility to proactively manage their health and wellness. Our executives bear all taxes associated with such benefits.
Compensation Decision-Making Process
| Compensation Peer Group for Setting 2025 Compensation Targets |
Compensation Decision-Making Process
These observations were taken into account by the Committee, along with the competitive data supplied by FW Cook, in approving Mr. Mitchell’s bonus for 2025 under the Annual Incentive Plan. 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.
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. |
Policies and Practices Related to Our Executive Compensation Program
| • | Our compensation programs contain a balance of annual and long-term incentive opportunities. |
Policies and Practices Related to Our Executive Compensation Program
| • | We cap incentive plan payouts within a reasonable range. |
Policies and Practices Related to Our Executive Compensation Program
| • | The range of payouts from threshold to maximum payout (performance slope) is carefully considered to ensure an appropriate risk profile. |
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. |
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. |
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.
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 generally are approved on a pre-determined basis at the Committee’s regularly scheduled 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 Compensation 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. We do not grant stock options or other equity compensation awards in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on stock option or other equity award grant dates for the purpose of affecting the value of any award to NEOs. 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 2025, none of our directors and executive officers engaged in any such transactions. Insider Trading Policies and Procedures We have adopted and 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. Our insider trading policy prohibits our directors, officers and employees from trading in Company securities while in possession of material, non-public information. Our insider trading policy also prohibits our directors, officers and employees from disclosing material, non-public information of the Company to others, unless such disclosure is made in accordance with the Company’s policies regarding the protection and external disclosure of information regarding the Company. In addition, directors, officers and certain other designated persons of the Company are required to obtain approval in advance of engaging in transactions in Company securities and comply with additional trading restrictions. This summary of our insider trading policies and procedures does not purport to be complete and is qualified in its entirety by reference to our insider trading policy, a copy of which can be found as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Clawback Policy With the Board’s approval, in 2023, 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 Act, the Securities and Exchange Commission 2022 final rules and the 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.
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, 2025, and had employment been terminated immediately thereafter, would range from $12,100,080 for Mr. Mitchell to $3,346,818 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 Crane Company has 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 $185,000, and thereafter is required to reimburse the Company for all incremental cost incurred above that amount. Beginning at the Annual Meeting, Mr. Alcala will be provided with a similar arrangement for personal use of the Company aircraft. When Mr. Mitchell becomes Executive Chairman at the Annual Meeting, he will continue to have access to personal use of the Company aircraft under his current terms. During 2025, 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, were $0 and $185,000, respectively.
2025 Summary Compensation Table
2025 Summary Compensation Table The table below summarizes the compensation for 2025, 2024 and 2023 earned by Crane Company’s Chief Executive Officer, its Chief Financial Officer, and each of the three other most highly paid executive officers (as determined pursuant to SEC rules) as employees of Crane Company, and, prior to the separation, as employees of Crane Holdings, Co.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | 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 Chairman, President and Chief Executive Officer | 2025 | 1,244,231 | — | 5,480,738 | 1,562,506 | 1,840,200 | 56,296 | 334,881 | 10,518,852 | | | 2024 | 1,200,000 | — | 4,900,834 | 1,409,993 | 1,732,320 | 0 | 356,992 | 9,600,139 | | | 2023 | 1,200,000 | — | 4,557,813 | 1,340,013 | 2,610,720 | 100,402 | 256,079 | 10,065,027 | | Richard A. Maue Executive Vice President and Chief Financial Officer | 2025 | 817,954 | — | 1,168,090 | 337,524 | 817,780 | — | 86,118 | 3,227,466 | | | 2024 | 787,926 | — | 1,115,501 | 324,975 | 791,027 | — | 96,306 | 3,115,735 | | | 2023 | 759,714 | — | 1,093,630 | 324,980 | 1,175,877 | — | 89,477 | 3,443,678 | | Alejandro A. Alcala Executive Vice President and Chief Operating Officer | 2025 | 724,769 | — | 1,038,369 | 300,013 | 681,990 | — | 70,662 | 2,815,803 | | | 2024 | 642,596 | — | 858,045 | 250,005 | 618,450 | — | 75,191 | 2,444,287 | | | 2023 | 586,823 | — | 630,942 | 187,505 | 815,850 | — | 63,545 | 2,284,665 | | Anthony M. D’Iorio Executive Vice President, General Counsel and Secretary | 2025 | 615,923 | — | 822,167 | 237,494 | 542,759 | 22,480 | 66,346 | 2,307,169 | | | 2024 | 598,272 | — | 772,369 | 225,015 | 530,100 | 0 | 73,821 | 2,199,577 | | | 2023 | 573,503 | — | 757,141 | 225,006 | 785,314 | 26,168 | 64,678 | 2,431,810 | | Tamara S. Polmanteer Executive Vice President and Chief Human Resources Officer | 2025 | 487,606 | — | 562,512 | 162,472 | 429,684 | — | 56,515 | 1,698,789 | | | 2024 | 473,742 | — | 514,913 | 149,993 | 419,663 | — | 66,456 | 1,624,767 | | | 2023 | 456,960 | — | 504,721 | 150,004 | 582,060 | — | 59,043 | 1,752,788 |
2025 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 the indicated year. For details of individual grants of TRSUs and PRSUs during 2025, see the “2025 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, 2026. |
2025 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 2025, see the “2025 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, 2026. |
2025 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 2025 non-equity incentive plan compensation, including the minimum, target and maximum amounts that were potentially payable, see the “2025 Grants of Plan-Based Awards” table below. |
2025 Summary Compensation Table
| (4) The amount shown in this column for 2025 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 Pension Plan for all Eligible Employees of Crane and the Crane benefit equalization plan) from December 31, 2024, to December 31, 2025, with further detail listed below. For 2024, amounts in this column are zero because the change in actuarial present value was negative. For additional information regarding these plans, see the “Retirement Benefits” section in this Proxy Statement: |
2025 Summary Compensation Table
| | Year Ended December 31 | Pension Plan for Eligible Employees ($) | Benefit Equalization Plan ($) | | M. H. Mitchell | 2025 | 26,119 | 30,177 | | A. M. D’Iorio | 2025 | 22,480 | |
2025 Summary Compensation Table
| (5) Amounts shown in this column include the following for 2025: |
2025 Summary Compensation Table
| | Dividends Paid on Restricted Stock/RSUs* ($) | 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 ($) | Executive Health Program | Cyber Security Protection- Home Network ($) | Total ($) | | M. H. Mitchell | 24,246 | 185,000 | 18,013 | 78,797 | 21,000 | 2,376 | 2,499 | 2,950 | 334,881 | | R. A. Maue | 7,037 | | 15,798 | 37,769 | 21,000 | 1,564 | | 2,950 | 86,118 | | A. A. Alcala | 4,914 | | 13,674 | 29,797 | 21,000 | 1,277 | | | 70,662 | | A. M. D’Iorio | 4,795 | | 15,482 | 23,881 | 21,000 | 1,188 | | | 66,346 | | T. S. Polmanteer | 3,810 | | 14,046 | 16,718 | 21,000 | 941 | | | 56,515 |
2025 Summary Compensation Table
| * 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. |
2025 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.” |
2025 Summary Compensation Table
| *** Includes Crane Company’s contribution to the defined contribution benefit under the benefit equalization plan; see “Nonqualified Deferred Compensation Benefits” below. |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table gives further details of 2025 compensation as disclosed in the “Stock Awards,” “Option Awards” and “Non-Equity Incentive Plan Compensation” columns of the “2025 Summary Compensation Table.” In the table below, the rows labeled “AIP” disclose target bonuses set in January 2025, at which time business performance targets were also fixed. Note that the amount shown in the “2025 Summary Compensation Table” for 2025 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 2025. 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 granted in 2025. These amounts also appear in the “2025 Summary Compensation Table” under the respective headings “Stock Awards” and “Option Awards”; see footnotes 1 and 2 to the “2025 Summary Compensation Table” on page 60. The value of any awards at vesting may be higher or lower than the grant date fair value.
2025 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 | | | 750,000 | 1,500,000 | 3,000,000 | | | | | | | | | | PRSU | 2/10/25 | 1/27/25 | | | | 4,953 | 19,813 | 39,626 | | | | 4,230,670 | | | TRSU | 2/10/25 | 1/27/25 | | | | | | | 7,205 | | | 1,250,068 | | | Options | 2/10/25 | 1/27/25 | | | | | | | | 20,369 | 173.50 | 1,562,506 | | R. A. Maue | AIP | | | 349,180 | 698,360 | 1,396,720 | | | | | | | | | | PRSU | 2/10/25 | 1/27/25 | | | | 973 | 3,890 | 7,780 | | | | 830,632 | | | TRSU | 2/10/25 | 1/27/25 | | | | | | | 1,945 | | | 337,458 | | | Options | 2/10/25 | 1/27/25 | | | | | | | | 4,400 | 173.50 | 337,524 | | A. A. Alcala | AIP | | | 291,200 | 582,400 | 1,164,800 | | | | | | | | | | PRSU | 2/10/25 | 1/27/25 | | | | 865 | 3,458 | 6,916 | | | | 738,387 | | | TRSU | 2/10/25 | 1/27/25 | | | | | | | 1,729 | | | 299,982 | | | Options | 2/10/25 | 1/27/25 | | | | | | | | 3,911 | 173.50 | 300,013 | | A. M. D’Iorio | AIP | | | 231,750 | 463,500 | 927,000 | | | | | | | | | | PRSU | 2/10/25 | 1/27/25 | | | | 685 | 2,738 | 5,476 | | | | 584,645 | | | TRSU | 2/10/25 | 1/27/25 | | | | | | | 1,369 | | | 237,522 | | | Options | 2/10/25 | 1/27/25 | | | | | | | | 3,096 | 173.50 | 237,494 | | T. S. Polmanteer | AIP | | | 183,469 | 366,938 | 733,875 | | | | | | | | | | PRSU | 2/10/25 | 1/27/25 | | | | 468 | 1,873 | 3,746 | | | | 399,942 | | | TRSU | 2/10/25 | 1/27/25 | | | | | | | 937 | | | 162,570 | | | Options | 2/10/25 | 1/27/25 | | | | | | | | 2,118 | 173.50 | 162,472 |
2025 Grants of Plan-Based Awards
| (1) All grants of PRSUs, TRSUs and stock options were approved by the Committee at its meeting on January 27, 2025 with a grant date scheduled on February 10, 2025, on which date the number of underlying Crane Company shares and (for the stock options) exercise price were first determinable. |
2025 Grants of Plan-Based Awards
| (2) On January 26, 2026, the Committee approved bonus payouts for 2025 at 122.7% of target for the CEO and 117.1% of target for the other corporate NEOs based on 2025 results as adjusted for certain special items. The approved bonus payout amounts were paid in February 2026 and are shown in the “2025 Summary Compensation Table” under “Non-Equity Incentive Plan Compensation” for 2025. |
2025 Grants of Plan-Based Awards
| (3) Amounts shown were, as of the date the PRSUs were granted by Crane Company on February 10, 2025, the number of Crane Company shares that could vest at threshold, target and maximum performance levels. |
2025 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 Company’s stock on the date of grant, determined in accordance with the terms of the Stock Incentive Plan, which is the closing market price on the date of grant. |
2025 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 Company’s stock as of the grant date: |
2025 Grants of Plan-Based Awards
| Type of Equity Award | Value ($) | Method of Valuation | | PRSUs | 213.53 | Monte Carlo pricing model | | TRSUs | 173.50 | Closing trading price on grant date | | Stock Options | 76.71 | Black-Scholes pricing model |
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested The following table provides information on all exercised stock options, and all vesting of RSUs, for each of the NEOs for 2025. We continue to show information related to awards in Crane NXT, Co. shares that relate to awards adjusted due to the separation. The value realized on exercise of options is computed by multiplying shares acquired upon exercise by the difference between the market price of the shares on the applicable exercise date (calculated as the closing price on that date, or, if the shares received were concurrently sold, as the price actually obtained), and the exercise price of the options. The value realized on vesting of TRSUs and PRSUs is computed by multiplying the number of shares by the closing price on the applicable vesting date.
2025 Option Exercises and Stock Vested
| | | Option Awards | | Stock Awards | | | Name | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares/Units Acquired on Vesting (#) | Value Realized on Vesting ($) | | M. H. Mitchell | | | | | | | | Crane Company | | | 56,691 | $9,244,249 | | | Crane NXT, Co. | | | 61,939 | $3,970,129 | | R. A. Maue | | | | | | | | Crane Company | 14,076 | $1,872,184 | 13,334 | $2,179,279 | | | Crane NXT, Co. | | | 14,338 | $919,058 | | A. A. Alcala | | | | | | | | Crane Company | 23,084 | $3,145,676 | 7,299 | $1,194,567 | | | Crane NXT, Co. | 7,778 | $241,034 | 7,690 | $492,968 | | A. M. D’Iorio | | | | | | | | Crane Company | | | 8,251 | $1,349,549 | | | Crane NXT, Co. | 39,742 | $1,008,506 | 8,820 | $565,418 | | T. S. Polmanteer | | | | | | | | Crane Company | | | 7,006 | $1,126,603 | | | Crane NXT, Co. | | | 7,469 | $456,013 |
2025 Outstanding Equity Awards at Fiscal Year-End
2025 Outstanding Equity Awards at Fiscal Year-End The following table shows for each NEO, as of December 31, 2025: (i) under the heading “Option Awards,” the number of unexercised options, whether exercisable or unexercisable, with the exercise price and expiration date of each grant; (ii) in the first and second columns under the heading “Stock Awards,” the number and market value of unvested shares of restricted stock, and TRSUs; and (iii) in the third and fourth columns under the heading “Stock Awards,” the number and market value of unearned PRSUs. As described more fully in the 2024 annual proxy statement, equity awards granted to the NEOs prior to the separation transaction were adjusted upon the separation transaction into awards denominated in Crane Company and Crane NXT stock. The Outstanding Equity Awards table reflects both the Crane Company component and Crane NXT component of awards that remained outstanding at the end of 2025.
2025 Outstanding Equity Awards at Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | | Name | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | 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 | 21,097 | 3,890,920 | 103,706 | 19,126,498 | | | | 116,293 | — | 54.96 | 1/28/2029 | — | — | — | — | | | | 118,273 | — | 58.05 | 1/27/2030 | — | — | — | — | | | | 61,239 | — | 54.58 | 1/25/2031 | — | — | — | — | | | | 30,913 | 10,305(5) | 70.64 | 2/7/2032 | — | — | — | — | | | | 15,776 | 15,776(6) | 83.14 | 2/6/2033 | — | — | — | — | | | | 6,714 | 20,143(7) | 124.80 | 2/12/2034 | — | — | — | — | | | | — | 20,369(8) | 173.50 | 2/10/2035 | — | — | — | — | | | Crane NXT, Co. | 21,718 | — | 35.06 | 1/29/2028 | 7,113 | 334,809 | 20,513 | 965,547 | | | | 116,293 | — | 29.71 | 1/28/2029 | — | — | — | — | | | | 118,273 | — | 31.38 | 1/27/2030 | — | — | — | — | | | | 61,239 | — | 29.50 | 1/25/2031 | — | — | — | — | | | | 30,913 | 10,305(5) | 38.19 | 2/7/2032 | — | — | — | — | | | | 15,776 | 15,776(6) | 44.94 | 2/6/2033 | — | — | — | — | | R. A. Maue | Crane Company | 7,497 | 2,500(5) | 70.64 | 2/7/2032 | 6,055 | 1,116,724 | 21,843 | 4,028,504 | | | | 3,826 | 3,826(6) | 83.14 | 2/6/2033 | — | — | — | — | | | | 1,547 | 4,643(7) | 124.80 | 2/12/2034 | — | — | — | — | | | | — | 4,400(8) | 173.50 | 2/10/2035 | — | — | — | — | | | Crane NXT, Co. | 6,571 | — | 31.38 | 1/27/2030 | 2,157 | 101,530 | 4,523 | 212,898 | | | | 15,010 | — | 29.50 | 1/25/2031 | — | — | — | — | | | | 7,497 | 2,500(5) | 38.19 | 2/7/2032 | — | — | — | — | | | | 3,826 | 3,826(6) | 44.94 | 2/6/2033 | — | — | — | — | | A. A. Alcala | Crane Company | 11,083 | — | 54.96 | 1/28/2029 | 4,445 | 819,791 | 15,819 | 2,917,498 | | | | 13,141 | — | 58.05 | 1/27/2030 | — | — | — | — | | | | 7,205 | — | 54.58 | 1/25/2031 | — | — | — | — | | | | 4,037 | 1,346(5) | 70.64 | 2/7/2032 | — | — | — | — | | | | 2,207 | 2,208(6) | 83.14 | 2/6/2033 | — | — | — | — | | | | 1,190 | 3,572(7) | 124.80 | 2/12/2034 | — | — | — | — | | | | — | 3,911(8) | 173.50 | 2/10/2035 | — | — | — | — | | | Crane NXT, Co. | 1,802 | — | 29.50 | 1/25/2031 | 1,213 | 57,096 | 2,610 | 122,853 | | | | 1,346 | 1,346(5) | 38.19 | 2/7/2032 | — | — | — | — | | | | 2,207 | 2,208(6) | 44.94 | 2/6/2033 | — | — | — | — |
2025 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. M. D’Iorio | Crane Company | 3,560 | — | 58.05 | 1/27/2030 | 4,154 | 766,122 | 15,167 | 2,797,250 | | | | 8,405 | — | 54.58 | 1/25/2031 | — | — | — | — | | | | 4,614 | 1,538(5) | 70.64 | 2/7/2032 | — | — | — | — | | | | 2,649 | 2,649(6) | 83.14 | 2/6/2033 | — | — | — | — | | | | 1,701 | 3,215(7) | 124.80 | 2/12/2034 | — | — | — | — | | | | — | 3,096(8) | 173.50 | 2/10/2035 | — | — | — | — | | | Crane NXT, Co. | — | 1,538(5) | 38.19 | 2/7/2032 | 1,432 | 67,404 | 3,131 | 147,376 | | | | — | 2,649(6) | 44.94 | 2/6/2033 | — | — | — | — | | T. S. Polmanteer | Crane Company | 3,460 | 1,154(5) | 70.64 | 2/7/2032 | 2,835 | 522,859 | 10,159 | 1,873,624 | | | | 1,766 | 1,766(6) | 83.14 | 2/6/2033 | — | — | — | — | | | | 714 | 2,143(7) | 124.80 | 2/12/2034 | — | — | — | — | | | | — | 2,118(8) | 173.50 | 2/10/2035 | — | — | — | — | | | Crane NXT, Co. | 1,153 | 1,154(5) | 38.19 | 2/7/2032 | 996 | 46,882 | 2,087 | 98,235 | | | | 883 | 1,766(6) | 44.94 | 2/6/2033 | — | — | — | — |
2025 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. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (2) Figures in this column include time-based RSUs which will vest according to the following schedule: |
2025 Outstanding Equity Awards at Fiscal Year-End
| Vesting Date | Security | Mitchell | Maue | Alcala | D’Iorio | Polmanteer | | February 6, 2026 | Crane Company | 2,239 | 679 | 391 | 470 | 313 | | | Crane NXT, Co. | 2,239 | 679 | 391 | 470 | 313 | | February 7, 2026 | Crane Company | 2,635 | 799 | 430 | 492 | 369 | | | Crane NXT, Co. | 2,635 | 799 | 430 | 492 | 369 | | February 10, 2026 | Crane Company | 1,801 | 486 | 432 | 342 | 234 | | February 12, 2026 | Crane Company | 2,260 | 651 | 501 | 451 | 301 | | February 6, 2027 | Crane Company | 2,239 | 679 | 392 | 470 | 314 | | | Crane NXT, Co. | 2,239 | 679 | 392 | 470 | 314 | | February 10, 2027 | Crane Company | 1,801 | 486 | 432 | 342 | 234 | | February 12, 2027 | Crane Company | 2,259 | 651 | 501 | 451 | 300 | | February 10, 2028 | Crane Company | 1,801 | 486 | 432 | 342 | 234 | | February 12, 2028 | Crane Company | 2,260 | 651 | 501 | 451 | 301 | | February 10, 2029 | Crane Company | 1,802 | 487 | 433 | 343 | 235 |
2025 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. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (3) Computed using a price of $184.43 per share for awards in Crane Company shares, and $47.07 per share for awards in Crane NXT shares, which in each case was the closing market price of Crane Company or Crane NXT common stock on the last trading day of 2025, as applicable. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (4) The PRSUs granted in 2024 and 2025 will vest, if at all, on December 31, 2026, and December 31, 2027, 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 Company 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 |
2025 Outstanding Equity Awards at Fiscal Year-End
| SEC rules, the hypothetical amounts shown in the table include the PRSUs granted in 2024 at maximum payout (200%), and the PRSUs granted in 2025 at a payout of 100% (based on Crane Company’s TSR performance as of December 31, 2025). 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. 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 2023 vested after performance results through December 31, 2025, were certified, at 138.8% of target for the Crane Company portion and at 83.3% of target for the Crane NXT portion, and are reflected in the table at that level. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (5) This option grant will be 100% vested on February 7, 2026. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (6) This option grant will be 75% vested on February 6, 2026, and 100% on February 6, 2027. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (7) This option grant will be 50% vested on February 12, 2026; 75% on February 12, 2027; and 100% on February 12, 2028. |
2025 Outstanding Equity Awards at Fiscal Year-End
| (8) This option grant will be 25% vested on February 10, 2026; 50% on February 10, 2027; 75% on February 10, 2028; and 100% on February 10, 2029. |
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 each 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 non-qualified deferred compensation plans.
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation
| Name | Executive Contributions in 2025 ($) | Employer Contributions in 2025(1) ($) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at December 31, 2025 ($) | | M. H. Mitchell | — | 78,797 | 32,846 | — | 859,833 | | R. A. Maue | — | 37,769 | 14,389 | — | 379,935 | | A. A. Alcala | — | 29,797 | 7,698 | — | 212,851 | | A. M. D’Iorio | — | 23,881 | 5,793 | — | 161,624 | | T. S. Polmanteer | — | 16,718 | 2,689 | — | 80,653 |
2025 Nonqualified Deferred Compensation
| (1) Amounts in this column are included in “All Other Compensation” in the 2025 Summary Compensation Table. |
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, 2025:
Potential Payments Upon Termination or Change in Control
| • | the executive resigns voluntarily; |
Potential Payments Upon Termination or Change in Control
| • | the executive is involuntarily terminated, either directly or constructively; |
Potential Payments Upon Termination or Change in Control
| • | the executive retires; |
Potential Payments Upon Termination or Change in Control
| • | the executive dies or becomes permanently disabled while employed; or |
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. |
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:
Executive Compensation – Relative Measurements Pay Ratio
Executive Compensation – Relative Measurements Pay Ratio As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our Chairman, President and Chief Executive Officer. For the calendar year 2025, the estimated median of the annual total compensation of all those employees worldwide (excluding our CEO) was $74,430 and the estimated median of the annual total compensation of all those employees located in the United States (excluding our CEO) was $119,680. The total compensation of our CEO, Max Mitchell, in 2025 was $10,518,852 (see “2025 Summary Compensation Table” beginning on page 60), which was 141 times the compensation of the median employee worldwide, and 88 times the compensation of the median employee in the United States.
Methodology
| • | 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. |
Pay Versus Performance
Pay Versus Performance Introduction Crane Company’s stockholders have continued to enjoy very strong stock price performance, in both absolute and relative terms, in connection with, and following, the separation transaction in 2023 (see graph below). Given the overweight pay for performance orientation of the compensation program (with the CEO at 86% performance based compensation and the other NEOs at 70%), NEO CAP values exceeded Summary Compensation Table disclosed pay in each of 2023, 2024, and 2025, reflecting corresponding increases in the value of outstanding TRSUs, deepening “in-the-money” spreads on outstanding stock options, and above target projected earnouts of outstanding PRSUs, all in line with the value created for our stockholders. 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.
Pay Versus Performance
| Performance Metric | Impact on CAP | | Adjusted EPS | | | Earnings from continuing operations per diluted share excluding special items | Determines 60% of the annual incentive payout for the Principal Executive Officer (“PEO”) and 75% for other NEOs | | Adjusted Free Cash Flow | | | Cash provided by operating activities, less capital spending, adjusted for special items | Determines 20% of annual incentive payout for the PEO and 25% for other NEOs | | Relative Total Stockholder 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 |
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 49), 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 Calculations and Impact of the Separation As described in last year’s Proxy Statement, in connection with the 2023 separation transaction, equity awards held by the Company’s NEOs were adjusted using the “stockholder 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, 2024, or 2025, 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 applicable fiscal year. For a comprehensive view of performance that drives compensation actually paid values for the NEOs, the chart below illustrates the combined market capitalization growth from the end of fiscal year 2022 (pre-separation) through December 31, 2025 as well as the estimated relative growth of Crane Company and Crane NXT during the same period. Pay versus Performance Table Tabular disclosure for the PEO (CEO) and the average NEO (excluding the PEO) for reporting years 2023, 2024, and 2025 is shown in the table below:
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) | | | | | | | Post- Separation Crane Co. Total Stockholder Return (6) (f) | Peer Group Total Stockholder Return (7) (g) | | | | 2025 | $10,518,852 | $14,623,697 | $2,512,307 | $3,194,189 | $237.42 | $177.30 | $331.7 | $6.12 | | 2024 | $9,600,139 | $17,309,821 | $2,346,092 | $3,583,444 | $194.33 | $148.45 | $268.2 | $5.32 | | 2023 | $10,065,027 | $33,526,560 | $2,478,236 | $5,802,807 | $150.46 | $129.94 | $203.8 | $4.16 |
Pay Versus Performance
| (1) The Pay Versus Performance table reflects required disclosures for fiscal years 2023, 2024, and 2025. |
Pay Versus Performance
| (2) For fiscal years 2023, 2024, and 2025, Mr. Mitchell was the Principal Executive Officer for the Company. |
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, equity awards granted to the NEOs prior to the separation were adjusted upon the separation 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 |
Pay Versus Performance
| awards that vested during, and/or remained outstanding at the end, of the covered fiscal year. The following table shows the relationship between SCT compensation and CAP: |
Pay Versus Performance
| Year | Salary | Bonus and Non-Equity Incentive Compensation | All Other Compensation | Stock Awards | Options Awards | Change in Pension Value and Nonqualified Deferred Compensation Earnings | SCT Total | Deductions from SCT Total (i) | Additions to SCT Total (ii) | CAP | | 2025 | $1,244,231 | $1,840,200 | $334,881 | $5,480,738 | $1,562,506 | $56,296 | $10,518,852 | ($7,099,540) | $11,204,385 | $14,623,697 | | 2024 | $1,200,000 | $1,732,320 | $356,992 | $4,900,834 | $1,409,993 | $0 | $9,600,139 | ($6,310,827) | $14,020,509 | $17,309,821 | | 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 |
Pay Versus Performance
| i. | Represents the grant date fair value of equity-based awards granted during the year and change in pension value. |
Pay Versus Performance
| ii. | Additions to the SCT Total reflect the value of equity calculated in accordance with the SEC methodology for determining CAP. 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 Crane Company’s pension plan was previously frozen. |

DEF 14A of Crane Co

Director Nominees

Director Nominees

Director Nominees

Director Nominees

2025 Compensation Highlights

2025 Compensation Highlights

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Board of Directors Nominees

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Compensation of Directors

Ellen McClain

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*

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

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

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

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

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

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Elements of Compensation and 2025 Decisions

Compensation Decision-Making Process

Compensation Decision-Making Process

Policies and Practices Related to Our Executive Compensation Program

Policies and Practices Related to Our Executive Compensation Program

Policies and Practices Related to Our Executive Compensation Program

Policies and Practices Related to Our Executive Compensation Program