As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/13/20  Crane Co/DE                       DEF 14A     4/27/20    2:4.8M                                   DG3/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                          HTML    732K 
 2: DEF 14A     Definitive Proxy Statement -- cr_courtesy-pdf        PDF   1.45M 

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by the Registrant

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Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
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☑		Definitive Proxy Statement
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☐		Soliciting Material Under Rule 14a-12

Crane Co.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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CRANE CO.
100 FIRST STAMFORD PLACE
STAMFORD, CONNECTICUT 06902

2020 Proxy Statement       1

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS APRIL 27, 2020

To the Stockholders of Crane Co.:

THE 2020 ANNUAL MEETING OF STOCKHOLDERS OF CRANE CO. will be held for the following purposes:

If you expect to attend the annual meeting in person, please contact the Corporate Secretary, Crane Co., 100 First Stamford Place, Stamford, Connecticut 06902, or by email to corpsec@craneco.com.

2020 Proxy Statement       3

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PROXY SUMMARY

Director Nominees

				Crane Co. Committees
	Name and Profession	Age	Director Since	AC	NGC	EC1	MOCC
	Martin R. Benante Retired Chairman of the Board and Chief Executive Officer, Curtiss-Wright Corporation	67	2015	C
	Donald G. Cook General, United States Air Force (Retired)	73	2005		C	●	●
	Michael Dinkins Retired Executive Vice President and Chief Financial Officer, Integer Holdings Corporation	65	2019	●
	Ronald C. Lindsay Retired Chief Operating Officer, Eastman Chemical Company	61	2013		●		●
	Ellen McClain Chief Financial Officer, Year Up	55	2013	●			●
	Charles G. McClure, Jr. Managing Partner, Michigan Capital Advisors	66	2017		●		●
	Max H. Mitchell President and Chief Executive Officer of Crane Co.	56	2014			●
	Jennifer M. Pollino Executive Coach and Consultant, JMPollino LLC	55	2013	●			●
	James L. L. Tullis Chairman, Tullis Health Investors, Inc.	72	1998		●		C

AC

Audit Committee

NGC

Nominating and Governance Committee

EC

Executive Committee

MOCC

Management Organization and Compensation Committee

C

Chair

●

Member

1	The Chairman of the Executive Committee is currently R. S. Evans, who is retiring from the Board of Directors effective as of the 2020 Annual Meeting. It is anticipated that the Board of Directors will appoint a new Chairperson for the Executive Committee shortly after the Annual Meeting.

Corporate Governance Highlights

Recent Governance Enhancements

As stated in our Corporate Governance Guidelines, the Board is responsible to help create a culture of high ethical standards. Accordingly, the Board has adopted the following best practices in corporate governance.

Annual election of directors: Following the recommendation of the Board, stockholders approved amendments to declassify the Board of Directors at our 2017 annual meeting of stockholders. Since the 2017 annual meeting, all directors have been elected to serve one-year terms expiring at the following annual meeting. As of the 2019 Annual Meeting, our transition to annual election of all of our directors was complete. We believe that directors should be re-elected annually, providing more accountability than boards that are staggered and enhancing the ability to promptly evaluate a board’s performance.

Board renewal (seven new directors in last seven years): The Board, specifically through the Nominating and Governance Committee, continually evaluates the skills, expertise, integrity, diversity, and other qualities believed to enhance the Board’s ability to manage and direct, in an effective manner, the affairs and business of the Company. Since 2013, the Board has added seven new directors. See additional information beginning on page 11 about our Board nominees. In addition, as of this year’s Annual Meeting, R. S. Evans will resign in accordance with the Company’s director retirement policy.

4       Crane Co.

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Proxy Summary

	Ongoing Board Governance Practices
	1.Separate Chairman and CEO roles 2.100% independent Board committees 3.Regular executive sessions of non-management directors 4.Annual Board and committee performance self-evaluations 5.90% average Board and committee attendance 6.Offer of resignation upon significant change in primary job responsibilities	7.Majority voting and director resignation policy for directors in uncontested elections 8.Stringent conflict of interest policies 9.Directors subject to share ownership guidelines and anti-hedging and pledging policies 10.Director retirement policy 11.Strict over-boarding policy for directors

2019 Performance Highlights

During 2019, we delivered solid operational performance while continuing to position Crane Co. for long-term stockholder value creation. However, financial results fell short of target, primarily related to two unexpected market-driven factors, specifically: (1) Crane Currency profitability was impacted by lower than expected demand from the U.S. Government; and (2) Engineered Materials profitability was impacted by weaker than expected industry demand for recreational vehicles. Consequently, Crane’s total stockholder return (share price appreciation plus reinvested dividends)(“TSR”) trailed that of the most relevant benchmark stock indices on a one- and three-year basis.

Crane Co. TSR for Periods Ending December 31, 2019

Three-year TSR (2017-2019)	One-year TSR (2019)

Continued to Execute on Near-Term Priorities in 2019

In 2019, the Company’s financial results fell below our operating plan objectives. Specifically:

●	We reported earnings per diluted share (“EPS”) of $2.20 in 2019, compared to $5.50 in 2018. The primary drivers of the decline in EPS were a $3.23 per share charge related to a true-up of the Company’s asbestos and environmental liabilities, and $0.49 per share in charges related to repositioning and M&A.
●	Excluding Special Items*, Adjusted EPS of $6.02 compared to $5.99 in 2018, with broad-based strength across most businesses offset by weaker customer demand at Crane Currency and Engineered Materials.
●	Our reported sales decreased 1.9%, primarily reflecting the non-repeat of 2018 Crane Currency sales to Venezuela, a decline in demand at Engineered Materials and unfavorable foreign exchange, partially offset by strong core sales growth at Fluid Handling, Crane Payment Innovations and Aerospace & Electronics. Core sales declined 0.4%.**
●	We delivered operating margins, excluding Special Items, of 15.0% in 2019. Adjusted operating margins improved 50 basis points despite the decline in sales, reflecting solid operational performance across all businesses.
●	Record free cash flow*** was $325 million in 2019 compared to $305 million in 2018.

2020 Proxy Statement       5

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Proxy Summary

Adjusted EPS	Free Cash Flow ($M)	Adjusted Operating Margin****

*	Please see the section entitled “Non-GAAP Reconciliation” beginning on page 68 for more detail regarding Special Items impacting EPS, free cash flow and operating margins, as well as a reconciliation of the non-GAAP measures used herein.
**	We define core growth as our revenue growth excluding the impact of acquisitions, divestitures and foreign currency translation.
***	We define free cash flow as cash provided by operating activities, less capital spending.
****	As disclosed in our Form 10-Q for the fourth quarter of fiscal year 2018, amended FASB guidance required the movement of all non-service cost components of pension income/expense below operating profit in the income statement, resulting in the adjusted operating margins presented here for 2017 and 2018.

2019 Compensation Highlights

Compensation Best Practices

The Management Organization and Compensation Committee is firmly committed to implementing an executive compensation program that aligns management and stockholder interests, encourages executives to drive sustainable stockholder value creation, and helps retain key personnel. Key elements of our pay practices are as follows:

6       Crane Co.

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Proxy Summary

Pay and Performance Alignment

85% of CEO Target Pay is Performance-Based

The following table summarizes the major elements of our CEO compensation program, which is designed to link pay and performance.

	Compensation Element							Key Characteristics
						Base Salary		●Determined based on overall performance and competitive compensation data
						Annual Incentive Plan		●Payment based on achievement of Company-wide performance goals relative to pre-established targets ●2019 targets: earnings per share and free cash flow
						Performance-Based Restricted Share Units (PRSUs)		●Payment based on relative total stockholder return versus S&P Midcap 400 Capital Goods Index constituents ●Earned shares vest upon conclusion of the three-year performance period ●Value realized dependent on Company stock price performance
						Stock Options		●Grants based on individual performance ●Grants vest ratably over four years ●Value realized dependent on Company stock price appreciation

2020 Proxy Statement     7

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PROXY STATEMENT

Table of Contents

ITEM 1: ELECTION OF DIRECTORS			9
	Crane Co. Board Composition		9
	Board of Directors Nominees		11
	Board’s Role and Responsibilities		18
	Board Structure		20
	Board Processes		23
	Corporate Governance and Sustainability		24
	Compensation of Directors		25
ITEM 2: RATIFICATION OF THE SELECTION OF AUDITORS			27
	Annual Evaluation and Selection of Auditors		27
	Principal Accounting Firm Fees		27
	Pre-Approval Policy and Procedures		28
	Report of the Audit Committee		28
ITEM 3: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS			30
COMPENSATION DISCUSSION AND ANALYSIS			31
	Executive Summary		32
	Compensation Principles		37
	Elements of Compensation and 2019 Decisions		38
	Compensation Decision-Making Process		45
	Policies and Practices Related to Our Executive Compensation Program		48
	Other Arrangements with Our Named Executive Officers		50
	Management Organization and Compensation Committee Report		51
2019 EXECUTIVE COMPENSATION TABLES			52
	Annual Compensation of the Named Executive Officers		52
	2019 Summary Compensation Table		53
	2019 Grants of Plan-Based Awards		55
	2019 Option Exercises and Stock Vested		57
	2019 Outstanding Equity Awards at Fiscal Year-End		58
	Retirement Benefits		59
	Nonqualified Deferred Compensation Benefits		60
	Potential Payments Upon Termination or Change in Control		61
	Pay Ratio		65
BENEFICIAL OWNERSHIP OF COMMON STOCK BY DIRECTORS AND MANAGEMENT			66
PRINCIPAL STOCKHOLDERS OF CRANE CO.			67
NON-GAAP RECONCILIATION			68
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND THE ANNUAL MEETING			71

8     Crane Co.

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ITEM 1: ELECTION OF DIRECTORS

		PROPOSAL 1 The Board recommends voting FOR each of the Director Nominees

Crane Co. Board Composition

Our Corporate Governance Guidelines provide that the Board should generally have from nine to twelve directors, a substantial majority of whom must qualify as independent directors under the listing standards of the New York Stock Exchange (“NYSE”).

The Board of Directors currently consists of ten members, nine of whom are independent. R. S. Evans, who has been a member of the Board since 1979, Chairman and Chief Executive Officer from 1984 to 2001, and non-executive Chairman since 2001, has attained the age of 75 as of the record date for the Annual Meeting, and in accordance with the Company’s director retirement policy, will retire from the Board effective as of the Annual Meeting. At its February 24, 2020, meeting, the Board of Directors appointed James L. L. Tullis to serve as Chairman, effective as of the resignation of Mr. Evans.

The nine directors whose terms will expire at the time of the Annual Meeting, but will serve until their successors are duly elected and qualified, are Martin R. Benante, Donald G. Cook, Michael Dinkins, Ronald C. Lindsay, Ellen McClain, Charles G. McClure, Jr., Max H. Mitchell, Jennifer M. Pollino, and James L. L. Tullis. The Board of Directors has nominated each of them for re-election by the stockholders for a one-year term to expire at the 2021 annual meeting of stockholders. The Board of Directors has determined that all directors other than Mr. Mitchell are independent directors.

The Company believes a board with nine directors is appropriate to generate a manageable diversity of thought, perspective and insight in a cost-efficient manner.

Director Nominating Procedures

The Board believes that a company’s directors should possess and demonstrate, individually and as a group, an effective and diverse combination of skills and experience to guide the management and direction of the Company’s business and affairs. The Board has charged the Nominating and Governance Committee with responsibility for evaluating the mix of skills and experience of the Company’s directors and director nominees, as well as leading the evaluation process for the Board and its committees.

Criteria for Board membership take into account skills, expertise, integrity, diversity, and other qualities which are expected to enhance the Board’s ability to manage and direct Crane Co.’s business and affairs. In general, nominees for director should have an understanding of the workings of large business organizations such as Crane Co., and senior level executive experience. In addition, nominees should have the ability to make independent, analytical judgments, and they should be effective communicators with the ability and willingness to devote the time and effort required to be an effective and contributing member of the Board.

A director who serves as a chief executive officer may not serve on more than two public company boards in addition to our Board, and other directors should not sit on more than four public company boards in addition to our Board. The members of the Audit Committee may not serve on more than two other audit committees of public companies.

The Nominating and Governance Committee has proposed, and the Board of Directors recommends, that each of the nine nominees be elected to the Board. If, before the meeting, any nominee becomes unavailable for election as a director, the elected directors may make an interim vacancy appointment to the Board after the Annual Meeting, or the Board of Directors may reduce the number of directors to eliminate the vacancy.

2020 Proxy Statement        9

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Item 1: Election of Directors

Board Composition

In conducting its annual review of director skills and Board composition, the Nominating and Governance Committee determined and reported to the Board its judgment that the Board as a whole demonstrates a diversity of organizational experience, professional experience, education and other background, viewpoint, skills, and other personal qualities and attributes that enables the Board to perform its duties in a highly effective manner.

Board Snapshot

Age		Tenure		Diversity
66+		0-5 yrs		Ethnically diverse
60-65		6-15 yrs		Women
under 60		16+ yrs

Board Skills and Experience

Our individual Board members have a wide range of skills and experience from within and outside our industry, giving them diverse perspectives from which to oversee the Company’s strategy of manufacturing a diverse range of highly engineered industrial products in markets where we have competitive differentiation and scale, and growing the business globally organically and through domestic and international acquisitions. Our Board members possess expertise in, among other things, acquisitions and other business combinations, diversified industrial operations and manufacturing, international business, corporate finance, and organizational leadership.

Summary of Board Skills and Experience

Public company multinational CEO experience

•

•

•

•

Public company multinational CFO experience

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General finance acumen

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•

•

•

•

•

•

•

•

Corporate governance/board experience

•

•

•

•

•

•

•

•

•

Mergers & acquisitions

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•

•

•

•

•

•

•

•

Manufacturing operations

•

•

•

•

•

•

Expertise with one or more of Crane Co.’s end markets

•

•

•

•

•

•

Independent

✓

✓

✓

✓

✓

✓

✓

✓

The Board Composition and Board Skills and Experience sections above reflect the Board’s current nine director nominees. R. S. Evans is retiring as of the 2020 Annual Meeting and, therefore, is not included in the above.

10       Crane Co.

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Item 1: Election of Directors

Board of Directors Nominees

Nominees to be Elected for Terms to Expire in 2021

				MARTIN R. BENANTE
				Age: 67 Director Since: 2015	Crane Co. Committees: Audit (Chair)
		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, defense, and energy markets), having served from 2000 to 2015. Other Directorships: ●Curtiss-Wright Corporation from 1999 to 2015
		Relevant Skills and Experience: ●Strategic, operational, and managerial expertise gained through a more than 35-year career with a leading industrial manufacturer of highly engineered products in critical service applications, serving markets similar to those of the Company

				DONALD G. COOK
				Age: 73 Director Since: 2005	Crane Co. Committees: Nominating and Governance (Chair); Management Organization and Compensation; Executive
		General, United States Air Force (Retired); consultant; independent director since 2005. Other Directorships: ●Cybernance, Inc. since 2016 ●USAA Federal Savings Bank from 2007 to 2018 ●U.S. Security Associates, Inc. from 2011 to 2018
		Relevant Skills and Experience: ●Significant experience with organizational and intellectual capital matters, and leadership and strategy, gained as a highly decorated United States Air Force Four Star General (retired) ●Commands included Air Education and Training at Randolph Air Force Base, a Flight Training Wing and two Space Wings, and service as a Legislative Liaison in the United States Senate Liaison Office

Note: Age calculations for all directors are as of the Record Date.

2020 Proxy Statement        11

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Item 1: Election of Directors

				MICHAEL DINKINS
				Age: 65 Director Since: 2019	Crane Co. Committees: Audit
		Retired Executive Vice President and Chief Financial Officer, Integer Holdings Corporation, Plano, TX (leader in advanced medical device outsourcing). Other Directorships: ●Community Health Systems, Inc. since 2017 (Member, Audit & Compliance Committee) ●National Council on Compensation Insurance, Inc. since 2015
		Relevant Skills and Experience: ●Sophisticated financial expertise acquired through public company chief financial officer, chief executive officer and financial, IT and internal audit roles ●Significant experience with complex leveraged refinancing and equity financing (initial public offering and secondary markets) transactions ●CEO of a publicly traded company with international operations ●Expertise in the global integration of acquired companies

				RONALD C. LINDSAY
				Age: 61 Director Since: 2013	Crane Co. Committees: Nominating and Governance; Management Organization and Compensation
		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: ●Niacet Corporation from 2018 to 2019
		Relevant Skills and Experience: ●Corporate strategy, operational, sales, and manufacturing expertise gained by extensive senior executive experience with Eastman Chemical Company, a leading chemical manufacturer served by the Company’s Fluid Handling Group

12       Crane Co.

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Item 1: Election of Directors

				ELLEN McCLAIN
				Age: 55 Director Since: 2013	Crane Co. Committees: Audit; Management Organization and Compensation
		Chief Financial Officer, Year Up, Boston, MA (not-for-profit provider of job training services) since 2015. Senior management and financial positions with New York Racing Association, Inc., Ozone Park, NY (operator of thoroughbred racetracks), including President from 2012 to 2013. Vice President, Finance of Hearst-Argyle Television, Inc., New York, NY (operator of local television stations) from 2004 to 2009. Other Directorships: ●Year Up since 2015
		Relevant Skills and Experience: ●Financial, operational and organizational expertise gained as chief financial officer, chief operating officer, and president of public and private enterprises ●Broad experience as a senior executive with responsibility for organizational direction and development, financial expertise, and intellectual capital

				CHARLES G. McCLURE, JR.
				Age: 66 Director Since: 2017	Crane Co. Committees: Nominating and Governance; Management Organization and Compensation
		Managing Partner of Michigan Capital Advisors, Bloomfield, MI (private equity firm investing in Tier 2 and 3 global automotive and transportation suppliers). Prior to co-founding Michigan Capital Advisors in 2014, served from 2004 to 2013 as Chairman of the Board, CEO and President of Meritor, Inc., Troy, MI (leading global supplier of drivetrain, mobility, braking, and aftermarket solutions for commercial vehicle and industrial markets). Other Directorships: ●DTE Energy Company since 2012 ●Penske Corporation since 2013 ●3D Systems since 2017; Chairman since 2018
		Relevant Skills and Experience: ●More than 35 years of experience in corporate strategy, manufacturing, sales, operational, and intellectual capital expertise in various industries, including transportation ●Proven leadership skills with over 20 years of experience as chief executive officer, president, and director of major domestic and international corporations, as well as a member of the boards of various industry organizations

2020 Proxy Statement     13

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Item 1: Election of Directors

				MAX H. MITCHELL
				Age: 56 Director Since: 2014	Crane Co. Committees: Executive
		President and Chief Executive Officer of the Company since 2014; President and Chief Operating Officer from 2013 to 2014; Executive Vice President and Chief Operating Officer from 2011 to 2013; Group President, Fluid Handling segment of the Company from 2005 to 2012. Other Directorships: ●Lennox International, Inc. since 2016
		Relevant Skills and Experience: ●Comprehensive knowledge of the Company’s culture and operations gained from successive leadership positions of increasing responsibility ●Demonstrated expertise developing and driving corporate strategy and optimizing portfolio results ●Extensive knowledge of, and experience with, the global end markets in which the Company trades ●Broad international and domestic M&A expertise, including successful integration of acquired companies

				JENNIFER M. POLLINO
				Age: 55 Director Since: 2013	Crane Co. Committees: Audit; Management Organization and Compensation
		Executive Coach and Consultant, JMPollino 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: ●Wesco Aircraft Holdings, Inc. from 2014 to 2020 ●Kaman Corporation since 2015
		Relevant Skills and Experience: ●Broad experience as an aerospace industry senior executive with responsibility for corporate governance, intellectual capital, and organizational issues, as well as financial expertise, gained in over 20 years as senior executive and general manager with a leading aerospace products company ●Financial expertise gained as controller of savings and loan association and field accounting officer at Resolution Trust Corporation ●Certified Public Accountant

14     Crane Co.

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Item 1: Election of Directors

				JAMES L. L. TULLIS
				Age: 72 Director Since: 1998	Crane Co. Committees: Management Organization and Compensation (Chair); Nominating and Governance
		Chairman, Tullis Health Investors, LLC, Palm Beach Gardens, FL (venture capital investments in the health care industry) from 1988 to the present. Other Directorships: ●Lord Abbett & Co. Mutual Funds since 2006; Chairman since 2017 ●Exagen Diagnostics, Inc. since 2015 ●electroCore, Inc. since 2018 ●ATEC, Inc. since 2018
		Relevant Skills and Experience: ●Executive leadership, financial and organizational expertise gained as chief executive officer of venture capital investment group ●Significant experience and expertise in management, strategy and governance matters gained as director of several public and private companies, including serving as chairman and on the compensation, nominating and governance, audit and executive committees of public companies

		VOTE REQUIRED
		Our By-laws provide that nominees for director and directors running for re-election to the Board without opposition must receive the affirmative vote of a majority of votes cast. Any director who fails to receive the required number of votes for re-election is required by Crane Co. policy to tender his or her written resignation to the Chairman of the Board for consideration by the Nominating and Governance Committee.

Independent Status of Directors

Standards for Director Independence

No director qualifies as independent unless the Board affirmatively determines that the director has no material relationship with Crane Co. The Board has adopted the standards set forth below in order to assist the Nominating and Governance Committee and the Board itself in making determinations of director independence. Any of the following relationships would preclude a director from qualifying as an independent director:

●

The director is or was an employee, or the director’s immediate family member is or was an executive officer, of Crane Co. other than as an interim Chairman or interim CEO, unless at least three years have passed since the end of such employment relationship.

●

The director is an employee, or the director’s immediate family member is an executive officer, of an organization (other than a charitable organization) that in any of the last three completed fiscal years made payments to, or received payments from, Crane Co. 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.

2020 Proxy Statement     15

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Item 1: Election of Directors

●	The director has received, or the director’s immediate family member has received, direct compensation from Crane Co., if the director is a member of the Audit Committee or the amount of such direct compensation received during any twelve-month period within the preceding three years has exceeded $120,000 per year, excluding (i) director and committee fees and pension and other forms of deferred compensation for prior services (so long as such compensation is not contingent in any way on continued service); (ii) compensation received as interim Chairman or CEO; or (iii) compensation received by an immediate family member for service as a non-executive employee of Crane Co.
●	The director is a current partner of or employed by, or the director’s immediate family member is a current partner of, or an employee who personally works on the audit of Crane Co. at, a firm that is the internal or external auditor of Crane Co., 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 Co. audit at that time.
●	The director is or was employed, or the director’s immediate family member is or was employed, as an executive officer of another organization, and any of Crane Co.’s present executive officers serves or served on that other organization’s compensation committee, unless at least three years have passed since the end of such service or the employment relationship.
●	The director is a member of a law firm, or a partner or executive officer of any investment banking firm, that has provided services to Crane Co., if the director is a member of the Audit Committee or the fees paid in any of the last three completed fiscal years or anticipated for the current fiscal year exceed the greater of $1 million or 2% of such firm’s consolidated gross revenues.

The existence of any relationship of the type referred to above, but at a level lower than the thresholds referred to, does not, if entered into in the ordinary course of business, preclude a director from being independent. The Nominating and Governance Committee and the Board review all relevant facts and circumstances before concluding that a relationship is not material or that a director is independent. In addition, the Nominating and Governance Committee reviews all charitable contributions in excess of $10,000 by the Company or its affiliated 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 2019.

Crane Co.’s Standards for Director Independence, along with its Corporate Governance Guidelines and Code of Ethics, which apply to Crane Co.’s directors and to all officers and other employees, including our Chief Executive Officer, Chief Financial Officer and Controller, are available on our website at www.craneco.com/governance. Crane Co. intends to satisfy any disclosure requirements concerning amendments to, or waivers of, the Code of Ethics by posting such information at that website address.

Independence of Directors

The Nominating and Governance Committee has reviewed whether any of the directors other than Mr. Mitchell, who is Chief Executive Officer of Crane Co., has any relationship that, in the opinion of the Committee, (i) is material (either directly or as a partner, stockholder, or officer of an organization that has a relationship with Crane Co.) 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 and the associated rules. The Nominating and Governance Committee determined that, other than Mr. Mitchell, all of Crane Co.’s current directors and all persons who served as a director of Crane Co. at any time during 2019 are independent in accordance with the foregoing standards, and the Board of Directors has reviewed and approved the determinations of the Nominating and Governance Committee.

In reaching their determinations regarding the independence of the other directors, the 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.

16     Crane Co.

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Item 1: Election of Directors

Board Renewal

At the 2017 annual meeting, our stockholders voted to declassify the Board of Directors, reducing the term of office for directors from three years to one year. In connection with this change, the Corporate Governance Guidelines were amended to increase the retirement age for directors from 72 to 75. Each 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 from the Board. The Corporate Governance Guidelines also require a director to tender his or her resignation from the Board if there is a significant change in his or her primary job responsibilities that could impact 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 the circumstances, whether the Board should accept the resignation or ask the director to continue on the Board.

The Nominating and Governance Committee will, from time to time, seek to identify potential candidates for director to sustain and enhance the composition of the Board with an appropriate balance of knowledge, experience, skills, expertise, and diversity of thought to enable Crane Co. 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 Co.’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 and 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 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 greater 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 of Directors, led by our Nominating and Governance Committee, evaluates the size and composition of our Board of Directors at least annually, giving consideration to evolving skills, diversity, perspective, and experience needed on our Board of Directors to perform its governance and oversight role as the business transforms and the underlying risks change over time. Below are steps our Board has recently taken to proactively improve our Board effectiveness.

STEPS TO IMPROVE BOARD EFFECTIVENESS ●Identify director candidates with diverse backgrounds and experiences ●Annual Board and committee performance self-evaluations ●Alignment of director strengths with company goals and objectives ●Director retirement policy ●Strict over-boarding policy for directors		OUTCOMES ✓Seven new directors over the past seven years ✓Expanded qualifications and diversity of thought, including the number of women and ethnically diverse directors, represented on the Board ✓Two directors retired in last two years in accordance with director retirement policy ✓Further skills added to the board include: ●Significant international M&A experience ●Public company CFO experience ●Military and defense expertise

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Item 1: Election of Directors

Nominations by Stockholders

In considering candidates submitted by stockholders, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. A stockholder proposing to nominate a director must provide the following information about the nominating stockholder and the director nominee, and must update such information as of the record date for the meeting:

●	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;
●	a description of any agreement regarding how the director nominee would vote, if elected, on a particular matter, including a representation that there are no other understandings, obligations or commitments;
●	a description of any agreement with respect to compensation as a director from any person other than Crane Co., including a representation that there are no other understandings, obligations or commitments;
●	a representation that the director nominee will comply with all publicly disclosed Board policies, including those relating to confidentiality;
●	a completed questionnaire similar to the one required of existing directors, a copy of which the Corporate Secretary will provide upon request;
●	a description of any material interest the nominating stockholder has in any such nomination; and
●	any other information about the proposed candidate that would, under the Securities and Exchange Commission’s proxy rules, be required to be included in our proxy statement if the person were a nominee.

Such notice must also be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director, if elected.

Any stockholder recommendation for next year’s annual meeting, together with the information described above, must be sent to the Corporate Secretary at 100 First Stamford Place, Stamford, CT 06902 and, in order to allow for timely consideration, must be received by the Corporate Secretary no earlier than December 28, 2020, and no later than January 27, 2021.

Majority Voting for Directors and Resignation Policy

Our By-laws provide that nominees for director and directors running for re-election to the Board without opposition must receive a majority of votes cast. Any director who fails to receive the required number of votes for re-election is required by Crane Co. policy to tender his or her written resignation to the Chairman of the Board for consideration by the Nominating and Governance Committee. The Committee will consider such tendered resignation and make a recommendation to the Board concerning the acceptance or rejection of the resignation. In determining its recommendation to the Board, the Committee will consider all factors deemed relevant by the members of the Committee including, without limitation, the stated reason or reasons why stockholders voted against such director’s re-election, the qualifications of the director, and whether the director’s resignation from the Board would be in the best interests of the Company and its stockholders.

Board’s Role and Responsibilities

The Board is responsible for, and is committed to, overseeing the business and affairs of the Company and providing guidance for sound decision making and accountability. It reviews the performance of our management, and establishes guidelines and performance targets for our executive compensation program. The Board has adopted a comprehensive set of Corporate Governance Guidelines that set forth the Company’s governance philosophy, policies, and practices, and provide a framework for the conduct of the Board’s business.

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Item 1: Election of Directors

Strategic Oversight

Our Board takes an active role in overseeing management’s formulation and implementation of its strategic plan. It receives a comprehensive overview of management’s strategic plan for all of the Company’s businesses annually, receives updates from consultants and other experts on the global capital markets and industrial environment, and receives periodic updates from individual businesses at other regularly scheduled Board meetings throughout the year. The Board provides insight and feedback to senior management, and, if necessary, challenges management on the Company’s strategic direction. The Board also monitors and evaluates, with the assistance of the Chief Executive Officer, the Company’s strategic results, and approves all material capital allocation decisions.

Risk Oversight

The Board recognizes its duty to assure itself that the Company has effective procedures for assessing and managing risks to the Company’s operations, financial position, and reputation, including compliance with applicable laws and regulations. The Board has charged the Audit Committee with responsibility for monitoring the Company’s processes and procedures for risk assessment, risk management, and compliance, which includes receiving regular reports on environmental remediation activities, and on any violations of law or Company policies and resultant corrective action. The Audit Committee receives presentations regarding these matters from management at each in-person meeting (at least quarterly). The Company’s Director of Compliance and Ethics, as well as the Chief Audit Executive, has regular independent communications with the Audit Committee. The Chair of the Audit Committee reports any significant matters to the Board as part of his reports on the Committee’s meetings and activities.

The Board receives an annual presentation by management on the Company’s risk management practices. The Board also receives reports from management at each meeting regarding operating results, the Company’s asbestos liability, pending and proposed acquisition and divestiture transactions (each of which must be approved by the Board before completion), capital expenditures, and other matters.

In addition, the Management Organization and Compensation Committee of the Board has established a process for assessing the potential that the Company’s compensation plans and practices may encourage executives to take risks that are reasonably likely to have a material adverse effect on the Company. The conclusions of this assessment are set forth in the Compensation Discussion and Analysis section under the heading “Compensation Risk Assessment” on page 48.

Coordination Among Board Committees Regarding Risk Oversight

BOARD OF DIRECTORS
AUDIT COMMITTEE ●Financial reporting risk ●Legal and compliance risk ●Selection, performance assessment and compensation of the independent auditor ●Cybersecurity risk ●Fraud risk ●Environmental risk		MANAGEMENT ORGANIZATION AND COMPENSATION COMMITTEE ●Performance assessment and compensation of the CEO and other executive officers ●Management succession planning ●Risk review of incentive compensation arrangements		NOMINATING AND GOVERNANCE COMMITTEE ●Governance risk ●Independence of directors ●Board succession planning ●Board and committee performance evaluation

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Item 1: Election of Directors

Management Succession Planning

We have a comprehensive Intellectual Capital (“IC”) process at Crane Co. that encompasses careful and rigorous talent selection, systematic training and personalized development, and an annual assessment of performance and potential. A key element of the IC process is the identification of management succession needs and opportunities, whether arising from natural career growth and development, voluntary turnover, retirements, or other causes. Such management succession planning forms part of our annual strategy review process for each of our businesses, and the senior management levels are reviewed with the Board annually.

Stockholder Engagement

The Company regularly meets with current and potential stockholders, both to provide transparency about its operations and results, and to better understand the investment community’s perception of the Company’s performance and corporate strategy. During 2019, the Company attended meetings with approximately 170 different investors at conferences, during investor roadshows, at industry events, and at investor site visits. Crane Co. hosts an annual investor day event in New York City during the first quarter of the year to provide a thorough review of the prior year’s results, to discuss the Company’s outlook for the current year, and to review the Company’s portfolio and capital allocation strategies.

Our Director of Investor Relations and/or our Chief Financial Officer provide feedback from the investor and analyst meetings formally to the Board of Directors on a quarterly basis. Additional viewpoints and commentary from investors and analysts are incorporated into our comprehensive strategic review which is presented to the Board of Directors annually.

Stockholder Communications with Directors

The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member (or all members) of the Board, any Board committee, or any Chair of any such committee by mail or electronically. To communicate with the Board of Directors, any individual director or any group or committee of directors, correspondence should be addressed to the Board of Directors or any individual director or group or committee of directors by either name or title. All such correspondence should be sent to Crane Co., c/o Corporate Secretary, 100 First Stamford Place, Stamford, CT 06902. To communicate with any of our directors electronically, stockholders should use the following e-mail address: corpsec@craneco.com.

All communications received as set forth in the preceding paragraph will be opened by the office of the Corporate Secretary for the sole purpose of determining whether they contain a message to our directors. Any contents will be forwarded promptly to the addressee unless they are in the nature of advertising or promotion of a product or service, or are patently offensive or irrelevant. To the extent that the communication involves a request for information, such as an inquiry about Crane Co. or stock-related matters, the Corporate Secretary’s office may handle the inquiry directly. In the case of communications to the Board or any group or committee of directors, the Corporate Secretary’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the communication is addressed.

Board Structure

Board Leadership Structure

Our Corporate Governance Guidelines do not require that the roles of Chairman of the Board and Chief Executive Officer be held by different individuals, as the Board believes that effective board leadership structure can be highly dependent on the experience, skills, and personal interaction between persons in leadership roles and the needs of the Company at the time. These leadership roles are currently filled separately by our non-employee Chairman of the Board, R. S. Evans, who possesses extensive experience with the Company and its operations, and by our Chief Executive Officer, Max H. Mitchell.

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Item 1: Election of Directors

At the February 24, 2020, Board meeting, James L. L. Tullis was elected Chairman with effect as of the resignation of Mr. Evans at the Annual Meeting, thus maintaining the role of an independent Chairman. To assist in defining this leadership structure, the Board adopted a position description for the role of the non-employee Chairman of the Board, which is incorporated into our Corporate Governance Guidelines. The principal duties are as follows:

●	Provide leadership to the Board and ensure that each director is making an appropriate contribution;
●	Guide the Board’s discharge of its duties, including reviewing corporate strategy, monitoring risk management and compliance activities, and evaluating senior management performance and succession planning;
●	Maintain an effective relationship with the Chief Executive Officer and act as a liaison between the Chief Executive Officer and the Board;
●	Chair meetings of the Board of Directors and the Annual Meeting;
●	Organize and approve the agendas for Board meetings based on input from directors and the Chief Executive Officer; and
●	Conduct a performance evaluation of the Board.

The Board will continue to monitor and assess its leadership structure to ensure it best serves the needs of the Company and its stockholders.

Committees of the Board

The Board of Directors has established an Audit Committee, a Management Organization and Compensation Committee, and a Nominating and Governance Committee. The Board of Directors has also established an Executive Committee, which meets when a quorum of the full Board of Directors cannot be readily convened. The memberships of these committees are as follows:

	Roles and Responsibilities The Audit Committee is the Board’s principal agent in fulfilling legal and fiduciary obligations with respect to matters involving Crane Co.’s accounting, auditing, financial reporting, internal control, and legal compliance functions. The Audit Committee has the authority and responsibility for the appointment, retention, compensation, and oversight of our independent auditors. Independence All members of the Audit Committee meet the independence and expertise requirements of the NYSE, and all qualify as “independent” under the provisions of Securities and Exchange Commission Rule 10A-3. In addition, the Board of Directors has determined that each of Mr. Benante, Mr. Dinkins, Ms. McClain, and Ms. Pollino is an “audit committee financial expert” as defined in regulations of the Securities and Exchange Commission. The Audit Committee met five times in 2019. The Audit Committee’s report appears beginning on page 28.
Audit Committee
Members M. R. Benante (Chair) M. Dinkins E. McClain J. M. Pollino

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Item 1: Election of Directors

	Roles and Responsibilities The duties of the Management Organization and Compensation Committee include: coordinating the annual evaluation of the Chief Executive Officer; recommending to the Board of Directors all actions regarding compensation of the Chief Executive Officer; approving the compensation of other executive officers and reviewing the compensation of other officers and business unit presidents; reviewing director compensation; administering the annual incentive compensation plans and stock incentive plan; reviewing and approving any significant changes in or additions to compensation policies and practices, including benefit plans; and reviewing management development and succession planning policies. Independence All members of the Management Organization and Compensation Committee meet the independence requirements of the NYSE. The Management Organization and Compensation Committee met five times in 2019. The Management Organization and Compensation Committee’s report appears on page 51.
Management Organization and Compensation Committee
Members D. G. Cook R. C. Lindsay E. McClain C.G. McClure, Jr. J. M. Pollino J. L. L. Tullis (Chair)

	Roles and Responsibilities The duties of the Nominating and Governance Committee include developing criteria for selection of and identifying potential candidates for service as directors, policies regarding tenure of service and retirement for members of the Board, and responsibility for and oversight of corporate governance matters, including director independence. Independence All members of the Nominating and Governance Committee meet the independence requirements of the NYSE. The Nominating and Governance Committee met four times in 2019.
Nominating and Governance Committee
Members D. G. Cook (Chair) R. C. Lindsay C. G. McClure, Jr. J. L. L. Tullis

	Roles and Responsibilities The Board of Directors has also established an Executive Committee, which meets when a quorum of the full Board of Directors cannot be readily convened. The Executive Committee may exercise any of the powers of the Board of Directors, except for approving an amendment of the Certificate of Incorporation or By-laws; adopting an agreement of merger or sale of all or substantially all of Crane Co.’s assets or dissolution of Crane Co.; filling vacancies on the Board or any committee thereof; or electing or removing officers. The Executive Committee had one meeting during 2019. In light of the pending retirement of Mr. Evans, effective as of the Annual Meeting, it is anticipated that the Board of Directors will promptly elect a new Chairman of the Executive Committee.
Executive Committee
Members D. G. Cook R. S. Evans (Chair) M. H. Mitchell

Executive Sessions of Non-Management Directors

Six of the meetings of the Board during 2019 included executive sessions without management present, presided over by R. S. Evans, Chairman of the Board. Crane’s Corporate Governance Guidelines require our non-management directors to meet in executive session without management on a regularly scheduled basis, but not less than two times a year. The Chairman of the Board presides at executive sessions, unless he or she is a member of management, in which case the presiding person at executive sessions rotates on an annual basis among the Chairs of the Nominating and Governance Committee, the Audit Committee, and the Management Organization and Compensation Committee. If the designated person is not available to chair an executive session, then the non-management directors select a person to preside.

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Item 1: Election of Directors

Attendance

The Board of Directors met nine times during 2019, including two telephonic meetings. Each director attended over 90% of the Board and Committee meetings held in the period during which he or she was a director and Committee member. In addition, it is Crane Co.’s policy that each of our directors attend our annual meetings either in person or telephonically; all members of the Board were personally present at the 2019 annual meeting.

Board Processes

Board and Committee Evaluation Process

Board and committee evaluations play a critical role in ensuring the effective functioning of the Board. It is essential to monitor the Board, committee, and individual director performance and consider and act upon the feedback provided by each Board member. The Nominating and Governance Committee, in consultation with the Chairman of the Board, is charged with overseeing an annual self-assessment of the Board’s performance, as well as an annual self-assessment undertaken by each committee of the Board. The multistep evaluation process begins with a questionnaire, and includes discussions with the Chairman and Board members, and discussions between Committee Chairs and the members of their respective committee. The results are provided to the full Board, and the Board’s policies and practices are updated as appropriate to reflect director feedback.

Director Education

It is important for directors to stay current and informed on developments in corporate governance best practices in order to effectively discharge their duties. Our directors are provided updates on corporate governance developments at regularly scheduled board meetings, and are encouraged to participate in programs offered by nationally recognized organizations that specialize in director education. The Company reimburses its directors for their reasonable costs and attendance fees to participate in such programs.

Conflicts of Interest; Transactions with Related Persons

Crane Co. has established two Conflict of Interest Policies: CP-103, to which all officers and salaried employees are subject, and CP-103D, to which non-employee directors are subject. Those who are subject to the policies are required to disclose to the General Counsel in writing each outside relationship, activity, and interest that creates a potential conflict of interest, including prior disclosure of transactions with third parties. The General Counsel will determine whether the matter does or does not constitute an impermissible conflict of interest, or may in his or her discretion refer the question to the Nominating and Governance Committee, which will review the facts and make a recommendation to the Board. All directors, executive officers, and other salaried employees are required to certify in writing each year whether they are personally in compliance with CP-103 or CP-103D, as applicable, and whether they have knowledge of any other person’s failure to comply. In addition, each director and executive officer is required to complete an annual questionnaire which calls for disclosure of any transactions above a stated amount in which the director or officer or any member of his or her family has a direct or indirect material interest. The Board of Directors is of the opinion that these procedures in the aggregate are sufficient to allow for the review, approval, or ratification of any “Transactions with Related Persons” that would be required to be disclosed under applicable Securities and Exchange Commission rules.

Company Policy Regarding Hedging Transactions

Crane Co.’s Policy on Trading in Company Stock prohibits members of the Board or Directors, executive officers, and certain other employees designated as “Employee Insiders” (generally, employees involved in compiling or having access to monthly operating forecasts or other Company-wide financial information) from engaging in any hedging transactions. The policy applies to any transaction that allows the individual to continue to own the covered securities, but without the full risks and rewards of ownership, such as zero-cost collars and forward sale contracts. The policy applies to any Company stock owned by the individual, whether acquired through equity compensation awards or otherwise.

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Item 1: Election of Directors

Corporate Governance Documents

The Board of Directors has adopted Corporate Governance Guidelines which reflect the Board’s commitment to monitor the effectiveness of policy-making and decision-making at both the Board and management levels, with a view to enhancing long-term stockholder value. The Corporate Governance Guidelines are available on our website at www.craneco.com/investors/corporate-governance.

Copies of the charters of the Board committees are available on our website at www.craneco.com/CharterAudit; www.craneco.com/CharterCompensation; and www.craneco.com/CharterNominating, respectively.

Corporate Governance and Sustainability

We value global diversity, respect human rights and the rule of law, and recognize environmental management among our highest priorities throughout the corporation. In embracing this important topic, we have established a senior management committee and created a management position to identify and track metrics on philanthropy, sustainability and equality. This committee publishes a separate report on the Company’s efforts and performance with respect to philanthropy, sustainability and equality, which can be found at www.craneco.com/pse. In addition to the details to be found in that report, following are examples of our actions and policies aimed at health and safety, governance and ethics, diversity and inclusion, supply chain management, and protecting the environment.

Health & Safety		●Strongly committed to the health and safety of our associates, and strive to continuously reduce the incidence and severity of job-related injuries ●Utilize safe technologies, training programs, effective risk management practices, and sound science in our operations to minimize risk to our associates
Governance & Ethics		●Annual review of Corporate Governance Guidelines by the Board of Directors and outside experts ●Code of Business Conduct and Ethics adopted by our Board of Directors, as well as anti-bribery policies, and policies prohibiting the Company from engaging in the political process (associates, however, are encouraged to participate in the political process privately if they wish, on their own time and using their own resources) ●Mandatory annual training for associates on ethics and anti-bribery ●Maintain an actively-managed, anonymous ethics hotline
Philanthropy		●Embrace philanthropy around the world, encouraging associates to volunteer time from their work schedules to actively engage and support charitable causes important to our local teams ●Annually facilitate the donation of more than $12 million through three independent charitable funds (the largest of which is also our largest shareholder), to former associates in need, to local organizations in the communities where our businesses operate, and in support of important global relief efforts
Diversity & Inclusion		●Commitment to diversity on our Board of Directors, and across our global workforce, with a focus on developing an inclusive and high-performance culture with trust and respect ●Focused development for our associates leveraging a structured intellectual capital process with constructive reviews and various talent/leadership development initiatives endorsed by the executive management team
Protecting the Environment		●Comply with all applicable environmental laws governing the use, storage, discharge and disposal of hazardous or toxic material ●Seek to improve the operation of our facilities through the efficient use of energy and sustainable use of renewable resources, and commitment to waste reduction, recycling, reducing water usage and carbon emissions, and implementing responsible waste disposal practices
Supply Chain Management		●Regularly audit and assess our supply chain ●Maintain a strict supplier code of conduct that sets expectations about supplier behavior with respect to compensation, hours of labor, coercion and harassment, discrimination, workplace safety, environmental protection, and commercial bribery

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Item 1: Election 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 with the peer group median. The members of the Board of Directors, other than Mr. Mitchell (who does not receive compensation for his services), receive the following compensation:

●	A retainer of $210,000 per year ($220,000 beginning in 2020), payable $80,000 in cash ($85,000 beginning in 2020) and $130,000 in the form of Deferred Stock Units (“DSUs”) of equivalent value ($135,000 beginning in 2020); the terms of DSUs are described immediately below. A director may also elect to receive up to 100% of the cash retainer in DSUs or elect to receive all or a portion of the cash retainer in fully vested shares of Crane Co. stock;
●	A retainer of $25,000 per year for the Chair of the Audit Committee, payable in cash;
●	A retainer of $15,000 per year ($17,500 beginning in 2020) 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
●	A retainer of $10,000 per year for each member of the Audit Committee other than the Chair; $7,500 per year for each member of the Management Organization and Compensation Committee or the Nominating and Governance Committee other than the Chair; and $2,000 per year for each member of the Executive Committee other than the Chief Executive Officer, in each case, payable in cash.

No meeting fees will be paid unless the total number of meetings exceeds three more than the regularly scheduled meetings of the Board of Directors and the relevant committees. The compensation of Mr. Mitchell, who is Chief Executive Officer in addition to having been a director since January 31, 2014, is shown in the Summary Compensation Table on page 53.

Mr. Evans, the non-employee Chairman of the Board, receives the same annual retainer as a non-employee director plus an incremental retainer of $110,000 per year, payable in cash (or up to 100% in DSUs or fully vested shares, at the election of the Chairman), pursuant to an agreement under which the Company also provides him with an office, office assistant, and technical support. (Beginning in 2020, the additional compensation for the non-employee Chairman of the Board will increase to $125,000, payable in cash or up to 100% in DSUs or fully vested shares, at the election of the Chairman.) The Company also has a time-sharing agreement with Mr. Evans under which he is permitted personal use of the corporate aircraft, for which he reimburses the Company the aggregate incremental cost. Following his appointment as Chairman, effective upon the resignation of Mr. Evans at the Annual Meeting, Mr. Tullis will have access to the Company aircraft on the same terms as the current Chairman, but will not require an office, an assistant, or technical support. See “Other Arrangements with our Named Executive Officers—Use of Company Aircraft” on page 50.

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. 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 2019, 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 timing of equity grants, the Committee approved the increases in the retainers for Board members and Committee Chairpersons and members, set forth above. In addition, the Management Organization and Compensation Committee reviewed FW Cook’s advice, including peer group data and the substantive role of the Chairman of the Board, and approved an increase in the Chairman’s additional compensation to $125,000, effective as of the Annual Meeting.

DSUs are issued each year as of the date of the annual meeting; are forfeitable if the director ceases to remain a director until Crane Co.’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 Co. stock, plus accumulated dividends, upon the director’s ceasing to be a member of the Board. In April 2019, each non-employee director received DSUs pursuant to this plan as follows: Mr. Lindsay received 2,394 DSUs, Mr. McClure, Jr., received 1,938 DSUs, and the remaining non-employee directors each received 1,482 DSUs.

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Item 1: Election of Directors

Stock Ownership Guidelines for Directors

The Board of Directors has adopted stock ownership guidelines that require each director to hold shares of Crane Co. stock having a fair market value not less than five times the cash portion of the annual retainer for directors (currently $80,000, increasing to $85,000 in 2020). A director must have attained this ownership level by the fifth anniversary of his or her first election as a director. As of the Record Date, all directors who had attained their fifth anniversary of service were in compliance with this ownership guideline, and each other director is making what the Board of Directors believes to be reasonable progress towards compliance with this ownership guideline.

Director Compensation in 2019

The following table shows the compensation in 2019 of all directors except for Mr. Mitchell, our Chief Executive Officer, whose compensation is shown in the Summary Compensation Table on page 53.

Name		Fees Earned or Paid in Cash(1) ($)		Stock Awards(2) ($)		Total ($)
M. R. Benante		92,733		150,343		243,076
D. G. Cook		102,833		160,928		263,761
M. Dinkins		66,250		131,734		197,984
R. S. Evans		2,139		263,854		265,993
R. C. Lindsay		12,660		277,352		290,012
E. McClain		95,833		147,688		243,521
C. G. McClure, Jr.		55,044		198,435		253,479
J. M. Pollino		95,833		147,688		243,521
J. L. L. Tullis		98,333		160,928		259,261

(1)

Amounts in this column include the value of vested shares of Crane Co. common stock received in lieu of cash retainers at the election of the director. For 2019, this included $66.29 in fractional shares for Mr. Benante, $138.86 in fractional shares for Mr. Evans, $160.48 in fractional shares for Mr. Lindsay and $43.76 in fractional shares for Mr. McClure, Jr.

(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 29, 2019, was $87.72. The assumptions on which this valuation is based are set forth in Note 8 to the audited financial statements included in Crane Co.’s annual report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2020. Awards of DSUs during 2019, all made pursuant to the 2018 Stock Incentive Plan (together with any predecessor equity compensation plans of the Company, the “Stock Incentive Plan”), were as follows:

●

1,482 DSUs to each of Messrs. Benante, Cook, Dinkins, Evans, and Tullis, Ms. McClain and Ms. Pollino; 2,394 DSUs to Mr. Lindsay, and 1,938 DSUs to Mr. McClure, Jr., on April 29 in connection with the Annual Meeting;

●

An aggregate of 377 additional DSUs to each of Messrs. Cook and Tullis; 476 additional DSUs to Mr. Evans; 290 additional DSUs to Mr. Lindsay; 216 additional DSUs to Ms. McClain and Ms. Pollino; 151 additional DSUs to Mr. Benante; 81 additional DSUs to Mr. McClure, Jr.; and 21 additional DSUs to Mr. Dinkins, all in connection with the payment of regular quarterly dividends of Crane Co. stock on March 11, June 10, September 9, and December 9.

At December 31, 2019, each non-employee director held the following number of vested and unvested DSUs:

M. R. Benante		8,654
D. G. Cook		20,841
M. Dinkins		1,503
R. S. Evans		26,440
R. C. Lindsay		16,551
E. McClain		12,251
C. G. McClure, Jr.		4,876
J. M. Pollino		12,251
J. L. L. Tullis		20,841

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ITEM 2: RATIFICATION OF THE SELECTION OF AUDITORS

		PROPOSAL 2 The Board recommends voting FOR the Ratification of the Selection of Deloitte & Touche LLP as the Company’s independent auditors for 2020

The Board of Directors proposes and recommends that the stockholders ratify the Audit Committee’s selection of the firm of Deloitte & Touche LLP as independent auditors for Crane Co. for 2020. Deloitte & Touche LLP has been Crane Co.’s independent auditor since 1979. Although ratification of this selection is not required by law, the Board of Directors 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 Co.’s independent auditor. We expect that representatives of Deloitte & Touche LLP will attend the Annual Meeting, where they will have an opportunity to make a statement if they wish to do so and to respond to appropriate questions.

Unless otherwise directed by the stockholders, proxies that are properly executed and returned will be voted for approval of the ratification of Deloitte & Touche LLP to audit our consolidated financial statements for 2020.

Annual Evaluation and Selection of Auditors

The Audit Committee is responsible to select, in its sole discretion, the firm of independent auditors to audit Crane Co.’s financial statements for each fiscal year. The Committee is also directly responsible for the appointment, compensation, retention, and oversight of the work of the independent auditors, including resolution of any disagreements that arise between management and the auditor regarding financial reporting or other audit, review or attest services for the Company. The independent auditors report directly to the Audit Committee.

The Committee annually reviews and evaluates the performance of the Company’s independent auditors. In evaluating the independent auditors, the Audit Committee considers, among other things, the quality of the independent auditor’s service, the sufficiency of its resources, its independence and objectivity, and the length of time the firm has been engaged as Crane Co.’s independent auditors.

Principal Accounting Firm Fees

Set forth below is a summary of the fees paid, presented on an accrual basis, for the years ended December 31, 2019, and 2018 to Crane Co.’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates:

		2019			2018(e)
		(in thousands)
Audit fees(a)		$	5,756		$	6,306
Audit-related fees(b)			215			512
Tax fees(c)			1,491			1,494
All other fees(d)			3			3
Total		$	7,480		$	8,315

(a)	Audit services consisted of: (i) audit of Crane Co.’s annual financial statements; (ii) reviews of Crane Co.’s quarterly financial statements; (iii) Sarbanes-Oxley Act, Section 404 attestation matters; and (iv) statutory and regulatory audits, comfort letters, consents, and other services related to Securities and Exchange Commission matters.
(b)	Audit-related services consisted of: (i) benefit plan audits; (ii) agreed-upon procedures reports; and (iii) financial accounting and reporting consultations.

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Item 2: Ratification of the Selection of Auditors

(c)	Fees for tax compliance services totaled $804 and $653 in 2019 and 2018, respectively. Tax compliance services are services rendered based upon facts already in existence or transactions that have already occurred, to document, compute, and obtain government approval for amounts to be included in tax filings. Fees for tax planning and advice services totaled $687 and $841 in 2019 and 2018, respectively.
(d)	Fees for all other services billed consisted of fees for software licenses.
(e)	The amounts for the year-ended December 31, 2018, including the ratios below, represent those fees billed or expected to be billed for services provided in or related to the audit of that year, consistent with the basis of presentation for the year ended December 31, 2019.

		2019			2018
Ratio of tax planning and advice fees and all other fees to audit fees, audit-related fees, and tax compliance fees		10	%		11	%
Percentage of non-audit services approved by the Audit Committee		100	%		100	%

Pre-Approval Policy and Procedures

Securities and Exchange Commission rules under the Sarbanes-Oxley Act of 2002 prohibit independent auditors of public companies from providing certain non-audit services, and require that other non-audit services be approved by the Audit Committee. The Company’s policy implementing this requirement has been in place since January 2003. That policy:

●	specifies certain types of services that our independent auditors are prohibited from performing;
●	requires that management prepare a budget for non-prohibited services at the beginning of each fiscal year, and present the budget to the Audit Committee for their approval; and
●	requires that any expenditure outside of the budget also be approved by the Audit Committee in advance.

		VOTE REQUIRED
		Ratification of the selection of the auditors requires the affirmative vote of a majority of the votes cast on this question at the Annual Meeting by holders of shares of common stock present in person or represented by proxy and entitled to vote at the meeting. (See Questions and Answers About These Proxy Materials and the Annual Meeting, page 71).

Report of the Audit Committee

In accordance with its written charter adopted by the Board of Directors, the Audit Committee (the “Committee”) assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and financial reporting practices of Crane Co. All the members of the Committee qualify as “independent” under the provisions of Section 10A of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder.

The members of the Committee are not professionally engaged in the practice of auditing or accounting and are not, and do not represent themselves to be, performing the functions of auditors or accountants. Members of the Committee rely without independent verification on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Committee’s considerations and discussions referred to below do not assure that the audit of Crane Co.’s financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States), that the financial statements are presented in accordance with generally accepted accounting principles, or that Crane Co.’s auditors are in fact “independent.”

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Item 2: Ratification of the Selection of Auditors

In discharging its oversight responsibility as to the audit process, the Committee:

●	received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the Committee concerning independence;
●	discussed with the independent auditors their independence, and any activities that may impact their objectivity and independence, including fees for non-audit services, and satisfied itself as to the auditors’ independence;
●	received a report on the quality control procedures of the independent auditors;
●	received an informational report on critical audit matters;
●	discussed with management, the internal auditors, and the independent auditors the quality and adequacy of Crane Co.’s internal controls, with particular focus on compliance with Section 404 of the Sarbanes-Oxley Act of 2002, as well as the internal audit function’s organization, responsibilities, budget, and staffing;
●	reviewed with the independent auditors and the internal auditors their respective audit plans and audit scope;
●	reviewed with management the risk assessment and risk management procedures of Crane Co., as well as the procedures and findings of Crane Co.’s compliance program;
●	discussed the results of the internal audit examinations;
●	discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board; and
●	discussed and reviewed, both with and without members of management present, the independent auditors’ examination of the financial statements.

The Committee reviewed the audited financial statements of Crane Co. as of and for the year ended December 31, 2019, with management and the independent auditors. Management is responsible for the preparation, presentation, and integrity of Crane Co.’s financial statements, Crane Co.’s internal controls and financial reporting process and the procedures designed to assure compliance with accounting standards and applicable laws and regulations. Crane Co.’s independent auditors are responsible for performing an independent audit of Crane Co.’s financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.

Based on the above-mentioned review and discussions with the independent auditors, the Committee recommended to the Board of Directors that Crane Co.’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2019, for filing with the Securities and Exchange Commission.

The Committee approved a policy regarding services by Crane Co.’s independent auditors, effective January 1, 2003. Under this policy, the independent auditors are prohibited from performing certain services in accordance with Section 202 of the Sarbanes-Oxley Act of 2002. With respect to non-prohibited services to be provided by the independent auditors, the policy requires that a budget for such services be prepared by management and approved by the Committee at the beginning of each fiscal year, and any expenditure outside of the budget must also be approved by the Committee in advance. Pursuant to this policy, the Committee reviewed and approved the budget for the audit and other services to be provided by Deloitte & Touche LLP in 2020. The Committee also approved the reappointment of Deloitte & Touche LLP to serve as independent auditors; the Board of Directors concurred in such appointment and directed that this action be presented to stockholders for ratification.

Submitted by:

The Audit Committee of the
Board of Directors of Crane Co.

Martin R. Benante, Chair
Michael Dinkins
Ellen McClain
Jennifer M. Pollino

Incorporation by Reference. The Audit Committee Report in this Proxy Statement shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, and shall not be deemed filed under those Acts, except to the extent that Crane Co. specifically incorporates any such matter in a filed document by reference.

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ITEM 3: ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

	PROPOSAL 3 The Board recommends voting FOR the Advisory Vote to Approve the Compensation of our Named Executive Officers

Based on the recommendation of stockholders at the Company’s 2017 annual meeting of stockholders, and the Board’s consideration of that recommendation, the Company has determined that it will hold a non-binding advisory vote to approve the compensation paid by the Company to its named executive officers every year, until the next required stockholder vote to recommend the frequency of such votes in 2023. Accordingly, we are asking stockholders to express their opinion on the compensation of the named executive officers in 2019, as described in the pages that follow in this Proxy Statement.

We believe that the compensation of our executive officers should be:

●	closely linked to the performance of the Company as a whole, the executive’s business unit (as applicable), and the individual executive;
●	aligned with the Company’s annual operating plan and long-term strategic plans and objectives;
●	attractive in the markets in which we compete for executive talent; and
●	structured so as to reward actions in accordance with the Company’s values and standards and to discourage the taking of inappropriate risks, and thereby to uphold Crane Co.’s high standards of business ethics and corporate governance.

The Compensation Discussion and Analysis beginning on page 31 explains in detail the elements of the Company’s executive compensation program with respect to our “named executive officers,” and the steps taken by the Company to ensure that the program, as implemented in 2019, was aligned with these core principles. Balancing annual and long-term compensation elements, the program directly links incentive compensation for executives with increases in stockholder value, principally by means of annual cash bonuses based on achievement of performance goals set by the Management Organization and Compensation Committee at the beginning of the year, performance-based restricted share units that vest in accordance with the Company’s total stockholder return relative to the S&P Midcap 400 Capital Goods Group over a three-year period, and stock options and time-based restricted share units that vest over a four-year period. The Company believes that this system, as put into practice under the supervision of the Management Organization and Compensation Committee, is instrumental in enabling the Company to achieve superior financial performance and investor returns.

The Board strongly endorses the Company’s actions in this regard, and recommends that stockholders vote for the following resolution:

RESOLVED, that the 2019 compensation of the named executive officers as disclosed in the Proxy Statement is approved.

Unless otherwise directed by the stockholders, proxies that are properly executed and returned will be voted for the resolution. Abstentions and broker non-votes will not count as votes for or against the proposal and will not be included in calculating the number of votes in favor of the proposal.

As noted above, we currently conduct an annual advisory vote to approve the compensation of our named executive officers. The Board expects to hold the next advisory vote at the 2021 annual meeting of stockholders.

		VOTE REQUIRED
		Approval of the above resolution requires the affirmative vote of a majority of the votes cast on this question at the Annual Meeting by holders of shares of common stock present in person or represented by proxy and entitled to vote at the meeting. (See Questions and Answers About These Proxy Materials and the Annual Meeting, beginning on page 71.) In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the related Securities and Exchange Commission rules, the resolution is non-binding and advisory; however, the Board will give due consideration to the opinion of the Company’s stockholders as expressed by their votes.

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COMPENSATION DISCUSSION AND ANALYSIS

We believe that compensation should be directly linked to performance and highly correlated to stockholder value. This section of the Proxy Statement explains how, under the guidance of our Management Organization and Compensation Committee (the “Committee” or “Compensation Committee”), our executive compensation program is designed and operated with respect to our “named executive officers” or “NEOs,” whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement:

Max H. Mitchell		President and Chief Executive Officer
Richard A. Maue		Senior Vice President and Chief Financial Officer
Kurt F. Gallo		Senior Vice President
Bradley L. Ellis		Senior Vice President
Anthony M. D’Iorio		Vice President, General Counsel, and Secretary

Executive Compensation Index

SECTION	PAGE
EXECUTIVE SUMMARY	32
This section details compensation highlights, business activities in the past year that have an impact on compensation, and a high level overview of our compensation practices.
COMPENSATION PRINCIPLES	37
This section describes our pay for performance philosophy and the principles by which our Compensation Committee has designed the incentive compensation programs.
ELEMENTS OF COMPENSATION AND 2019 DECISIONS	38
This section provides a detailed description of the elements that make up our compensation program and the rationale behind the metrics and corresponding performance targets.
COMPENSATION DECISION-MAKING PROCESS	45
This section outlines roles, responsibilities, and the process behind compensation decisions, as well as the means by which our peer group is reviewed and selected. We also explore the principal conclusions for the Committee’s decisions.
POLICIES AND PRACTICES RELATED TO OUR EXECUTIVE COMPENSATION PROGRAM	48
This section details our compensation risk assessment and varying policies in place to reinforce our good compensation governance.
OTHER ARRANGEMENTS WITH OUR NAMED EXECUTIVE OFFICERS	50
This section describes other important agreements between Crane Co. and the NEOs.

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Compensation Discussion and Analysis

Executive Summary

During 2019, we delivered solid operational performance while continuing to position Crane Co. for long-term stockholder value creation. However, financial results fell short of target, primarily related to two unexpected market-driven factors, specifically: (1) Crane Currency profitability was impacted by lower than expected demand from the U.S. Government; and (2) Engineered Materials profitability was impacted by weaker than expected industry demand for recreational vehicles. Consequently, Crane’s TSR trailed that of the most relevant benchmark stock indices on a one- and three-year basis.

Crane Co. TSR for Periods Ending December 31, 2019

Consistent with the Committee’s continued focus on aligning pay with performance, all variable elements of management’s compensation declined compared to 2018, reflecting the business performance shortfalls relative to target, and lower three-year relative TSR compared to the prior year.

2019 Performance Highlights

Continued to Execute on Near-Term Priorities

In 2019, the Company’s financial results fell below our operating plan objectives. Specifically:

●	We reported earnings per diluted share (“EPS”) of $2.20 in 2019, compared to $5.50 in 2018. The primary drivers of the decline in EPS were a $3.23 per share charge related to a true-up of the Company’s asbestos and environmental liabilities, and $0.49 per share in charges related to repositioning and M&A.
●	Excluding Special Items*, Adjusted EPS was $6.02 in 2019 compared to $5.99 in 2018, with broad-based strength across most businesses offset by weaker customer demand at Crane Currency and Engineered Materials.
●	Our reported sales decreased 1.9% primarily reflecting the non-repeat of 2018 Crane Currency sales to Venezuela, a decline in demand at Engineered Materials, and unfavorable foreign exchange conditions, partially offset by strong core sales growth at Fluid Handling, Crane Payment Innovations and Aerospace & Electronics. Core sales declined 0.4%.**
●	We delivered operating margins, excluding Special Items, of 15.0% in 2019. Adjusted operating margins improved 50 basis points despite the decline in sales, reflecting solid operational performance across all businesses.
●	Record free cash flow*** was $325 million in 2019 compared to $305 million in 2018.

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Compensation Discussion and Analysis

Adjusted EPS		Free Cash Flow ($M)		Adjusted Operating Margin****

*	Please see the section entitled “Non-GAAP Reconciliation” beginning on page 68 for more detail regarding Special Items impacting EPS and operating margins, as well as a reconciliation of the non-GAAP measures used herein.
**	We define core sales growth as our revenue growth excluding the impact of acquisitions, divestitures and foreign currency translation.
***	We define free cash flow as cash provided by operating activities, less capital spending.
****	As disclosed in our Form 10-Q for the fourth quarter of fiscal year 2018, amended FASB guidance required the movement of all non-service cost components of pension income/expense below operating profit in the income statement, resulting in the adjusted operating margins presented here for 2017 and 2018.

Continue to Pursue Consistent Long-Term Strategy

Crane Co. is a diversified manufacturer of highly engineered industrial products. We choose to compete in markets where we have competitive differentiation and scale. We will continue to leverage our resources as an integrated operating company, and to reinvest in our three global growth platforms – Fluid Handling, Payment & Merchandising Technologies, and Aerospace & Electronics – both organically and through strategic acquisitions. We believe that this strategy will enable us to deliver above-median, strong free cash flow and EPS growth over time.

We will continue to execute this strategy while remaining committed to the values of our founder, R.T. Crane, who resolved to conduct business “in the strictest honesty and fairness; to avoid all deception and trickery; to deal fairly with both customers and competitors; to be liberal and just toward employees; and to put my whole mind upon the business.”

With this framework, we continued to position the Company for long-term sustainable growth in 2019. Specific accomplishments included the following:

●

Cummins-Allison Corp. was acquired in December 2019 for $160 million on a cash-free and debt-free basis, and it is a strategic bolt-on adjacency to our Crane Payment Innovations business with an opportunity for significant synergies. The acquired business is a leading provider of high-speed cash and coin counting and sorting machines, retail cash office solutions, along with a nationwide service network. Approximately half of Cummins-Allison Corp.’s sales are generated from recurring revenue derived from service contracts. Cummins-Allison Corp. and Crane Payment Innovations’ products are based on similar core technologies related to cash and coin sorting, counting and validation, and we expect substantial sharing of technology and R&D across the two businesses. The transaction is expected to meet Crane’s ROIC target for acquisitions and be accretive to adjusted EPS in 2020.

●

We signed a definitive agreement in December 2019 to acquire Instrumentation & Sampling from CIRCOR International, Inc. (“CIRCOR”) for $172 million on a cash-free and debt-free basis, a strategic bolt-on adjacency to our ChemPharma Energy business. The acquired business designs, engineers and manufactures a broad range of mission-critical fluid control instrumentation and sampling solutions with strong brands renowned for quality, performance and reliability. The company’s products are used primarily in severe service environments, with a substantial portion of its sales driven by recurring replacement demand. The transaction is expected to meet Crane’s ROIC target for acquisitions and be accretive to adjusted EPS in 2020.

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Compensation Discussion and Analysis

●

In April 2019, we approached CIRCOR with a proposal to acquire the company in an all-cash transaction at a significant premium to its share price at that time. We believed that CIRCOR’s businesses were attractive and an extremely good fit with our Fluid Handling and Aerospace & Electronics segments, and that there was an opportunity for substantial synergies. After CIRCOR rejected our proposal, we made our proposal public in May 2019, followed by a tender offer for CIRCOR’s shares in June 2019. Although approximately 67% of CIRCOR’s shares were tendered, that amount was insufficient to compel the merger, and the CIRCOR board chose not to engage voluntarily in merger discussions. While our attempt to acquire CIRCOR was ultimately unsuccessful, we believe that it demonstrates how Crane’s management and Board continue to aggressively pursue a wide range of options that they believe would create value for stockholders.

●

We continued to make substantial progress completing integration activities related to our 2018 acquisition of Crane Currency. These activities included the closure of a banknote printing facility in Sweden, movement of all banknote printing operations to Crane Currency’s new facility in Malta, and completion of substantial productivity initiatives across each of Crane Currency’s sites.

Our funnel of acquisition targets remains robust, and we continue to actively pursue acquisitions across all three of our global growth platforms.

●	At Aerospace & Electronics, we are capping an unprecedented period of engineering development for new, single aisle aircraft such as the Boeing 737MAX, Airbus A320, Embraer E2, and COMAC C919. This business is shifting its engineering efforts from application- and specification-based programs to a focus on emerging technologies we expect will be necessary to support the next generation of commercial and military aircraft. These technologies include wireless sensing, advanced pumps and transmitters, high power management for more electric-based aircraft, directed energy, landing gear monitoring and control, advanced microwave systems.
●	The process valve business within our Fluid Handling segment continued to expand the breadth of its product portfolio, successfully launching a new polypropylene-lined large diameter pipe product line, a range of metal seated ball valves, a family of digital pressure transmitters, and a cab air suspension valve. Outside of the process business, our Building Services & Utilities business continues to expand its MK3 line of pressure independent control valves (PICV), and our Crane Pumps & Systems business continues to expand its portfolio of SITHE chopper and BLADE grinder pump products.
●	Payment & Merchandising Technologies has a strong funnel of new products expected to launch over the next year. Key accomplishments in 2019 included the launch of the PayTower unattended retail solution and a smart safe product for the Japanese market, and the rollout of MOTION and RAPID DETECT machine-readable micro-optic anti-counterfeiting solutions for the banknote market.

●	At Aerospace & Electronics, we were awarded a substantial amount of new business during 2019, with our backlog reaching record levels. Among others, awards included the brake control systems on Boeing’s T-7A trainer and MQ-25 platforms, as well as the selection of our SmartStem tire pressure sensing system for installation on the U.S. Air Force’s C-5M fleet. In addition, our defense power business received the largest contract award in its history for content on Raytheon’s LTAMDS radar program.
●	At Fluid Handling, we believe that approximately half of our core growth in 2019 was attributable to share gains, with notable progress across our process valve, pumps and controls businesses. Share gains were driven by recent new product introductions, leveraging capabilities such as our in-house cryogenic testing facility, and a consistent focus on commercial execution including our key account and channel management processes. We also continue to drive share gains through localization in China, India and the Middle East, by improving the speed of product modifications to meet customer needs, and by improving the efficiency of our front-end processes such as order quote times.
●	At Payment & Merchandising Technologies, we gained notable share in the North American gaming market, leveraging new product introductions including the Easitrax Live suite of connectivity solutions. In the unattended retail market, we continued to gain share in North America with our partner OEMs, and in Europe with our Pay Pod solution for small- and mid-sized business payment automation. At Crane Currency, our micro-optic security technology has been adopted in over 90 new denominations.

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Compensation Discussion and Analysis

●

At the end of 2017, we approved repositioning actions in our Fluid Handling, Payment & Merchandising Technologies, and Aerospace & Electronics businesses. These actions reflect the benefits of our business system, where we drive a relentless pursuit of efficiencies across the Company. These specific actions include consolidating certain facilities that will not only improve our cost position, but enable us to meet higher expected future demand levels and provide a footprint that we believe will best serve our customers. In total, these actions are expected to generate $30 million of annual savings by 2020. During 2018, we also announced the closure of Crane Currency’s banknote printing facility in Tumba, Sweden, with printing activity moving to a recently completed state-of-the-art facility in Malta. The move of banknote printing to Malta will substantially improve the cost position and competitiveness of Crane Currency’s international business.

●

At the end of 2019, we approved additional repositioning actions in our Fluid Handling segment, including additional facility consolidation to better geographically align our manufacturing footprint with customer needs. This opportunity arose as a result of continued operational improvements in certain facilities that are now able to handle higher volumes. These incremental actions are expected to generate $10 million of annual savings by 2022.

Taken together, we believe all these actions position the Company for years of profitable growth, and that the combination of our core, underlying business prospects, along with the recent acquisitions, repositioning initiatives, and capital deployment potential, lay the groundwork for adjusted EPS growth of approximately 10%, on average, over a multi-year period.

Compensation Framework

The mix of target total direct compensation (base salary, target annual incentive awards, and long-term incentive awards) for 2019 was structured to deliver the following approximate proportions of total compensation to our Chief Executive Officer and the other NEOs (on average) if target levels of performance are achieved.

85% of CEO and over 65% of other NEOs Target Pay is Performance-Based

Chief Executive Officer

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Compensation Discussion and Analysis

Other NEOs

1	Excludes March 29, 2019, special awards.

Pay for Performance Alignment

Strong Correlation Between Pay and Performance. A substantial majority of the compensation for our Named Executive Officers is performance-based and thus varies with the Company’s actual performance. Annual bonuses for our CEO and other corporate NEOs, which are linked to EPS and free cash flow, were 104.3% of target in 2017, 109.8% of target in 2018, and 69.5% of target in 2019. Vesting of performance-based restricted share units (PRSUs) granted to our NEOs was 169.8% of target for the three-year period 2015-2017, 185.6% of target for the three-year period 2016-2018, and 61.3% of target for the three-year period 2017-2019, as shown in the chart below. Vesting of PRSUs is based on the percentile ranking of the Company’s TSR relative to the TSRs of the other constituent companies in the S&P Midcap 400 Capital Goods Group.

PRSU Payout Directly Tied to Crane’s Relative TSR

Three-year period	Threshold (25th percentile)	Target (50th percentile)	Maximum (75th percentile)
2015-2017
2016-2018
2017-2019

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Stockholder Feedback

For the annual advisory non-binding vote regarding compensation of our NEOs at the 2019 annual meeting, more than 97% of the votes cast were in favor of the resolution approving NEO compensation in 2018. The Company believes the level of support from its stockholders reflected by this vote is evidence that the Company’s pay for performance policies are working and are aligned with its stockholders’ interests.

Compensation Best Practices

The Committee is firmly committed to implementing a compensation program that aligns management and stockholder interests, encourages executives to drive sustainable stockholder value creation, and helps retain key personnel. Key elements of our pay practices are set forth in the Proxy Summary and explained in more detail in the “Policies and Practices Related to Our Executive Compensation Program” section beginning on page 48. See also the chart on page 6 for a summary of our compensation best practices.

Compensation Principles

We believe that compensation should be directly linked to performance and highly correlated to stockholder value. The principles that guide us as we make decisions involving executive compensation are that compensation should be:

	1	Based on performance: ✓overall performance of the Company ✓performance of the executive’s business unit, as applicable ✓individual performance of the executive	2	Aligned with the annual operating plan and longer term strategic plans and objectives to build sustainable value for stockholders	3	Competitive given relevant and appropriate market conditions in order to attract and retain highly qualified executives	4	Consistent with high standards of corporate governance and designed to avoid encouraging executives to take risks that are reasonably likely to have a material adverse effect on the Company or to behave in ways that are inconsistent with the Company’s objectives, values, and standards of behavior

We also believe that it is important for our NEOs and other executives to have an ongoing long-term investment in the Company as outlined below under “Stock Ownership Guidelines” on page 48.

We design our performance-based incentive compensation so that variation in performance will result in meaningful variation in the earned compensation paid to our NEOs and other key executives. Thus, actual compensation amounts will vary above or below targeted levels depending on performance of the Company and/or business unit and achievement of individual performance goals.

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Compensation Discussion and Analysis

Elements of Compensation and 2019 Decisions

The following table summarizes the major elements of our executive officer compensation program.

Compensation Element							Principal Objectives	Key Characteristics
					Base Salary		To provide a fixed amount for performing the duties and responsibilities of the position	●Determined based on overall performance, level of responsibility, competitive compensation data, and comparison to other Company executives
					Annual Incentive Plan		To motivate executive officers to achieve annual financial performance goals	●Payment based on achievement of business unit and Company-wide performance goals relative to annual pre-established targets
					Performance-Based Restricted Share Units (PRSUs)2		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 stockholder interests	●Grants vest ratably over four years ●Value realized dependent on Company stock price appreciation
					Time-Based Restricted Share Units (TRSUs)		To retain executive officers and drive profitable growth	●Grants vest ratably over four years ●Value realized varies with Company stock price performance

2	PRSUs and TRSUs may be collectively referred to herein as “RSUs.”

To further align pay and performance, long-term awards to the CEO are comprised solely of PRSUs (60%) and stock options (40%). The CEO does not receive TRSUs.

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Compensation Discussion and Analysis

		Selection of Performance Measures for Incentive Awards
		As discussed further below, the principal performance measures selected by the Committee to drive annual incentive compensation are, for the Chief Executive Officer and other corporate executives including Messrs. Maue and D’Iorio in 2019, EPS and free cash flow for the Company as a whole and, for certain executives with direct or supervisory operating unit responsibility including Messrs. Ellis and Gallo in 2019, operating profit and free cash flow for their respective business units. These 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 shareholder 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. The weighting of these metrics, the same as in 2017 and 2018, was designed for profitable growth as the primary objective but with a significant ancillary objective in maintaining a strong and efficient balance sheet. For our PRSUs, the performance measure is TSR for the Company 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.

		Competitive Positioning of Incentive Awards
		For annual bonus and long-term stock-based 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 +/- 15% of the benchmarking data. Within that range, the competitive positioning for individual executives may vary above or below the median based on factors such as tenure, experience, proficiency in role, and criticality to the organization. As noted above, the Committee may determine to increase or decrease long-term stock-based compensation based on Company and/or individual performance during the previous year, the Company’s stock price relative to historical stock price trends, availability of shares in the Company’s Stock Incentive Plan, and other factors.

Base Salary

Base salary is fixed compensation paid to each executive for performing normal duties and responsibilities. We determine the amount at the date of hire based on competitive market data, current salary levels within the Company, and the salary level needed to attract the particular executive. We review and determine the amount annually based on the executive’s overall performance, competitive compensation data, level of responsibility, and comparison to other Company executives.

Base salaries for certain executive officers were increased effective January 28, 2019. After giving effect to annual merit increases in January 2019, the base salaries for most of our named executive officers were all within the competitive range of +/- 15% in relation to the 50th percentile of competitive market data per the Committee’s independent compensation consultant, FW Cook.

Annual Incentive Compensation

We pay our executive officers cash bonuses based on the attainment of Company and business unit performance goals established at the beginning of the year and an assessment of individual performance conducted at the end of the year.

Early in the year, the Committee establishes and approves the annual target bonus objectives and award opportunities for each of our named executive officers, subject to review and approval by the Board in the case of the Chief Executive Officer.

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In making determinations about performance targets, the Committee considers a variety of factors including financial elements of the annual operating plan, comparison to prior year results, the general business outlook for the coming year, the opinions of analysts who follow the Company, and 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 a confirmation of his or her annual bonus objectives and payout range after it has been approved by the Committee (the Board in the case of the Chief Executive Officer). Annual incentive plan objectives are not modified during the year, although the Committee may determine to exclude certain special items impacting EPS or free cash flow, either known at the beginning of the year or occurring during the year.

The Committee reviews the performance results for the Annual Incentive Plan, including Company and business unit results and individual performance, at its regularly scheduled January meeting, which is generally the first meeting following the end of the Company’s fiscal year in order that full-year performance may be considered. Based on this review, the Committee determines and approves the annual cash bonuses for each of our executive officers.

Annual Incentive Objectives for 2019—CEO and Other Corporate NEOs

Performance metrics for 2019 consisted of EPS and free cash flow (each as adjusted by the Committee), weighted 75% / 25% respectively, for the Chief Executive Officer and other corporate 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 0% to 200% of the target award amounts.

For EPS, the Committee established a target of $6.42 to align with our annual operating plan. The Committee also established a payout range for earnings per share from $5.14 (0% payout) to $7.71 (200% payout). For free cash flow, the Committee established a target of $357 million. For this performance metric, the Committee established a payout range from $250 million (0% payout) to $464 million (200% payout). Actual performance compared to annual incentive objectives for this group were as follows:

Corporate Objectives		Target ($)			Actual ($)			Performance relative to Target			Weight			Payout (%)
Adjusted EPS		6.42			6.02			68.6	%		75	%		51.4
Adjusted free cash flow		357	M		327	M		72.2	%		25	%		18.1
Weighted payout %														69.5

The graphs below show the performance targets and related ranges set by the Committee in February 2019 and the actual performance in 2019. These corporate financial metrics are adjusted by the Committee for bonus calculation purposes under the Annual Incentive Plan, which adjustments may in some cases differ from the adjustments made for reporting purposes.

Crane Co. 2019 Adjusted Earnings per Share Performance was 68.6% of Target		Crane Co. 2019 Adjusted Free Cash Flow ($M) Performance was 72.2% of Target

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Performance Targets and Bonuses for Operations NEOs in 2019

For Messrs. Ellis and Gallo, Senior Vice Presidents with responsibility for certain business operations (Fluid Handling and Engineered Materials in the case of Mr. Ellis, and Payment & Merchandising Technologies in the case of Mr. Gallo), performance metrics for 2019 were operating profit (70% of target bonus) and free cash flow (30% of target bonus) based on results of the businesses for which they were responsible. While Mr. Maue has operational responsibility for the Aerospace & Electronics segment, his bonus is based solely on his performance as Chief Financial Officer and not his operational responsibilities.

The performance metrics approved by the Committee for Mr. Ellis were aggregate operating profit of the Fluid Handling and Engineered Materials businesses, with a target of $187.5 million (100% payout) and a payout range from $147.4 million (0% payout) to $227.4 million (200% payout), and aggregate free cash flow from such businesses, with a target of $113.8 million (100% payout) and a payout range from $90.0 million (0% payout) to $137.6 million (200% payout).

Mr. Gallo was elevated to the position of Senior Vice President with responsibility for the entirety of our Payment & Merchandising Technologies business shortly after the departure of a Senior Vice President in late first quarter 2019, prior to which he had been Vice President of the Crane Payment Innovations business within the Payment & Merchandising Technologies segment. Accordingly, the performance metrics approved by the Committee for Mr. Gallo were pro-rated: he received one-quarter (25%) of the bonus attributable to the performance of the Crane Payment Innovations business (referred to as CPI in the chart below), equating to his management of that business for the first quarter of 2019, and he received three-quarters (75%) of the bonus attributable to the aggregate performance of the Payment & Merchandising Technologies segment (referred to as PMT in the chart below), equating to his management of the entire segment for the last three quarters of the year. The Committee approved a Crane Payment Innovations operating profit target of $163.0 million (100% payout) with a payout range from $130.4 million (0% payout) to $195.5 million (200% payout), and a Crane Payment Innovations free cash flow target of $122.8 million (100% payout) with a payout range from $98.3 million (0% payout) to $147.4 million (200% payout), as well as a Payment & Merchandising Technologies aggregate operating profit target of $224.6 million (100% payout) with a payout range from $177.7 million (0% payout) to $269.2 million (200% payout), and a Payment & Merchandising Technologies aggregate free cash flow target of $192.9 million (100% payout) with a payout range from $152.0 million (0% payout) to $237.2 million (200% payout).

Operations Objectives—B. L. Ellis		Target ($)			Actual (adjusted) ($)			Performance relative to Target			Weight			Payout (%)
Operating profit		187.5	M		179.6	M		80.4	%		70	%		56.3
Free cash flow		113.8	M		123.6	M		141.2	%		30	%		42.3
Weighted payout %														98.6
Operations Objectives—K. F. Gallo (CPI – three months)		Target ($)			Actual (adjusted) ($)			Performance relative to Target			Weight			Payout (%)
Operating profit		163.0	M		162.9	M		99.7	%		70	%		69.7
Free cash flow		122.8	M		118.9	M		84.0	%		30	%		25.2
Weighted payout %														94.9
Operations Objectives—K. F. Gallo (PMT – nine months)		Target ($)			Actual (adjusted) ($)			Performance relative to Target			Weight			Payout (%)
Operating profit		224.6	M		187.4	M		21.3	%		70	%		14.9
Free cash flow		192.9	M		131.0	M		0.0	%		30	%		0.0
Weighted payout %														14.9

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Named Executive Officers’ Bonuses for 2019

In January 2020, the Committee reviewed management’s reports on the performance of the Company, the relevant business units, and the individual named executive officers in 2019 against the relevant bonus objectives. In considering Company performance, the Committee excluded certain items as reported from earnings per share and free cash flow. The resulting calculations resulted in a corporate payout percentage of 69.5% (for Messrs. Ellis and Gallo, see the section entitled “Performance Targets and Bonuses for Operations NEOs” on page 41). The approved payout percentages and cash bonuses for our corporate and operations NEOs for 2019 are as follows:

Named Executive Officer		Bonus Target (% of Salary)			Bonus Target ($)		Payout (%)		Bonus Paid ($)
M. H. Mitchell		120	%		1,205,100		69.5		837,372
R. A. Maue		75	%		480,000		69.5		333,531
K. F. Gallo		70	%		329,000		34.9		114,953
B. L. Ellis		70	%		357,000		98.6		351,969
A. M. D’Iorio		70	%		301,000		69.5		209,152

Long-Term Equity Incentive Compensation

The Stock Incentive Plan is used to provide long-term incentive compensation through stock options and PRSUs, as well as retention of employees through TRSUs. We believe that employees approach their responsibilities more like owners as their holdings of, and potential to own, stock increase.

The Committee determined an overall target dollar value for long-term equity incentive awards for each of the named executive officers. In determining these amounts, the Committee considered the competitive market data compiled by FW Cook, Company and individual performance in 2018, 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, 60% as PRSUs and 40% as stock options; and for each of the other named executive officers, 50% as PRSUs, 35% as stock options, and 15% as TRSUs. To determine the target number of PRSUs and the number of stock options and TRSUs, the Committee divided the applicable dollar amount by the closing price of our common stock for the PRSUs and TRSUs and by the Black-Scholes accounting value for the stock options (rounded in each case to the nearest whole share) on the date the awards were approved.

The table below sets forth, for each of our named executive officers, the dollar value used by the Committee and resulting number of shares for the awards.

		Long-Term Incentive
		Stock Options				PRSUs*				TRSUs				LTI Total ($)
Named Executive Officer		$		#		$		#		$		#
M. H. Mitchell		1,836,260		116,293		2,754,390		34,804		—		—		4,590,650
R. A. Maue**		420,000		26,599		600,000		7,582		180,000		2,274		1,200,000
K. F. Gallo***		157,500		9,975		225,000		2,843		67,500		853		450,000
B. L. Ellis****		210,000		13,300		300,000		3,791		90,000		1,137		600,000
A. M. D’Iorio		210,000		13,300		300,000		3,791		90,000		1,137		600,000

*

As noted above, the Committee determined the target number of PRSUs using the dollar amount shown above divided by $79.14, the closing price of our common stock on the date the awards were approved. In contrast, the amounts included in the Summary Compensation Table and Grants of Plan-Based Awards Table are based on the grant date fair value of the PRSUs determined using financial accounting assumptions as required to be disclosed by SEC rules, determined to be $88.66 per share. As a result, the value of the PRSUs included in those tables differs from the values shown above. See footnote 1 to the Summary Compensation Table and footnote 5 to the Grants of Plan-Based Awards Table for additional information on the grant date fair value of the PRSUs.

**

In addition to the above, following the resignation of one of the Company’s Senior Vice Presidents in March 2019, Mr. Maue received a special grant of an incremental $100,000 of TRSUs (1,182 units based on a closing price of $84.62) in recognition of his expanded responsibility in overseeing the Company’s Aerospace & Electronics segment.

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***

In addition to the above, following the resignation of one of the Company’s Senior Vice Presidents in March 2019, Mr. Gallo received a special grant of an incremental $200,000 of TRSUs (2,364 units based on a closing price of $84.62) in recognition of his promotion to Senior Vice President overseeing our Payment & Merchandising Technologies segment.

****

In addition to the above, following the resignation of one of the Company’s Senior Vice Presidents in March 2019, Mr. Ellis received a special grant of an incremental $100,000 of TRSUs (1,182 units based on a closing price of $84.62) in recognition of his expended responsibility in overseeing of our Engineered Materials segment and overseeing our regional operations in China, India, the Middle East and North Africa.

PRSU Awards – 3-Year Performance Period Based on Relative TSR

The Committee grants to NEOs and other senior executives PRSUs with three-year performance vesting conditions based on relative total stockholder return as described below, thus directly linking this form of stock-based compensation to returns received by our stockholders relative to comparator industrial 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 2017-2019 performance period.

		PRSU Grants (current)
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	%

The vesting of PRSUs awarded to members of the senior leadership team in January 2019 will be based on a relative measurement of TSR for Crane Co. over the three-year period January 1, 2019, through December 31, 2021 (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. Vesting of the PRSUs as shares of Crane Co. common stock will be determined by the formula indicated above for new grants.

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 Crane Co.’s TSR for the three-year period is negative, the maximum vesting is capped at 100% regardless of performance relative to peers. In addition, the maximum value that can be earned under the PRSUs (total shares earned multiplied by the final share price) is capped at four times the original grant value. Holders of PRSUs are not entitled to receive dividends or dividend equivalent payments during the performance period, nor do dividends accrue, prior to vesting.

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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 35% of the annual LTI grant value for each NEO (40% for the CEO), 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 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 non-CEO NEOs vest ratably over four years, and dividends are paid on TRSUs prior to vesting.

Retirement Benefits

The NEOs other than Messrs. Maue and Gallo have accrued retirement benefits under the Company’s defined benefit pension plan, which was closed to employees hired after 2005 and then frozen with no further benefit accruals effective December 31, 2012. Messrs. Maue and Gallo, and the other NEOs beginning in 2014, participate in a defined contribution retirement plan under which the Company contributes 3% of salary and bonus annually (the contribution rate was 2% prior to 2014), subject to the limitations on contributions to tax-qualified retirement plans under applicable federal tax regulations.

The NEOs also participate in our 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 three percent per year prior to age 65. The NEOs with defined benefit accounts in this plan are Messrs. Mitchell and Ellis. 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, and currently includes all of the named executive officers.

Other Compensation

The “All Other Compensation” and “Change in Pension Value and Nonqualified Deferred Compensation Earnings” columns of the Summary Compensation Table and the accompanying footnotes set forth the details of other compensation received by the named executive officers. In certain cases, such as the Crane Co. 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 and other personal benefits, the compensation is only provided to certain key employees (including the named executive officers), and we have determined it to be reasonable and competitive compensation for the named executive officers in relation to general industry practices. For example, our named executive officers are eligible for reimbursement for the cost of their executive physicals bi-annually, subject to an expense cap of $2,500. This benefit provides our named executive officers with additional flexibility to proactively manage their health and wellness. Our executives bear all taxes associated with such benefits.

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In the case of personal use of the corporate aircraft, this benefit is restricted to the Chief Executive Officer and the Chairman of the Board. Our Chief Executive Officer, Mr. Mitchell, has an agreement with Crane Co. pursuant to which he is not required to reimburse the Company for personal use until the aggregate incremental cost reaches $100,000, and thereafter he is required to reimburse the Company for all incremental cost incurred above that amount. The net incremental cost to Crane Co. above the reimbursed amount is included in the “All Other Compensation” column of the Summary Compensation Table. The Board of Directors has approved this personal use of the aircraft for Mr. Mitchell because the Board believes that such personal use of the aircraft permits the most efficient use of time by Mr. Mitchell and thereby benefits Crane Co. For more information regarding the use of the Company aircraft, see the section captioned “Use of Company Aircraft” on page 50.

Compensation Decision-Making Process

Committee’s Role

The Committee is responsible for oversight of our executive compensation program. With respect to the compensation of our Chief Executive Officer, the Committee determines his compensation, subject to review by the Board of Directors. With respect to our other executive officers, the Committee determines their compensation after reviewing the recommendations of the Chief Executive Officer. The Committee administers the Annual Incentive Plan, reviewing and setting the performance targets for the CEO and other corporate officers subject to review by the Board of Directors, setting performance targets for all other participants after reviewing the recommendations of the Chief Executive Officer, and reviewing and approving the annual bonuses based upon actual performance. The annual bonus calculations are also reviewed by our independent auditors. The Committee also administers the Stock Incentive Plan and approves all grants of stock options and RSUs.

The Committee is assisted in these responsibilities by its independent compensation consultant, FW Cook. Although Crane Co. pays the fees and expenses of FW Cook, the firm is retained by the Committee. FW Cook does not perform any other compensation related services for Crane Co. The Committee reviews the independence of FW Cook each year and has concluded that its work for the Committee has not raised any conflict of interest.

Role of CEO and Management

The Chief Executive Officer and certain other senior corporate officers play an important role in supporting the Committee in the discharge of its responsibilities. Management maintains records and provides historical compensation data to the Committee and FW Cook, as well as the annual operating plan and the actual performance results from which annual bonuses are determined. The Chief Executive Officer, together with other senior corporate officers, presents recommendations to the Committee regarding performance targets under the Annual Incentive Plan and long-term equity incentives under the Stock Incentive Plan. The Chief Executive Officer and other officers participate in the discussions regarding annual and long-term incentive objectives so they can provide their input and understand the expectations for each incentive plan component.

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Compensation Consultant and Market Data

Each year, FW Cook reviews the Company’s compensation peer group against certain size-related metrics and alignment with the Company’s business segments and complexity of operations. When and as appropriate, FW Cook proposes the addition of other companies to the compensation peer group to replace companies that have been acquired or made substantial changes to their business portfolio, or when the Company’s profile has materially changed due to mergers or acquisitions. The 20-company peer group below was used by FW Cook to develop comparative compensation data for the Committee in setting 2019 compensation targets. The peer group was adjusted in 2019 to reflect the 2018 acquisition of Crane Currency, which changed the profile of the Company, requiring a peer group of larger companies. No changes were made to the 2019 peer group for 2020.

Compensation Peer Group for 2019

Ametek, Inc. Carlisle Companies Incorporated Colfax Corporation Curtiss-Wright Corporation Donaldson Company, Inc. Dover Corporation Esterline Technologies Incorporated

Flowserve Corporation Hubbell Incorporated IDEX Corporation ITT Inc. Pentair, plc Regal Beloit Corporation Rexnord Corporation

Snap-On Incorporated SPX Corporation Teledyne Technologies Incorporated The Timken Company Woodward, Inc. Xylem Inc.

FW Cook provides the Committee with comparative compensation data on the peer companies from publicly available sources and, in addition, comparative compensation data compiled from a broad group of general industry companies with revenues ranging from $1.0 billion to $5.0 billion, appropriately size-adjusted to determine market values for companies of comparable size to the Company or business unit, as applicable. This data includes base salary, target bonus opportunity, and long-term incentive compensation for the named executive officers. The Committee uses this comparative data during its review of salaries, annual target cash incentive compensation, and aggregate stock option and RSU grant values for Mr. Mitchell and the other NEOs, with the view that all elements of target total direct compensation should be calibrated by reference to the 50th percentile of competitive market data for targeted performance, with significant upside potential for performance that exceeds target and lesser (or zero) payouts if performance is below target. The Committee may use its judgment and discretion to vary the award values, based on Company and individual performance during the previous year, historical stock price trends, and other factors.

The Company’s comparator group for PRSUs granted in January of 2019 is the S&P Midcap 400 Capital Goods Group, consisting of approximately 40 companies, with roughly a quarter of those companies in our compensation peer group. The Committee selected the larger comparator group for PRSU purposes based on the view (with which FW Cook concurs) that a larger group is appropriate for measuring relative TSR over a three-year period because (1) company size is less relevant for TSR comparisons than benchmarking target pay levels, (2) the larger group best represents the universe of companies with which Crane competes for investor capital and (3) it is less likely to be meaningfully affected by the loss of constituent companies during the period. In addition, the S&P Midcap 400 Capital Goods Group is a regularly published listing with all the necessary data to make the required calculations.

Self-Assessment Process

Each year, the Chief Executive Officer proposes a set of goals and objectives for himself, which are reviewed and approved by the Board as part of an annual self-assessment and review process managed by the Committee. The goals and objectives include quantitative goals based on the annual operating plan and related metrics, as well as certain qualitative objectives relating to business strategy, organization, and intellectual capital development. At the end of each year, our Chief Executive Officer prepares and delivers to the Committee a self-assessment of his performance during that year, with reference to the goals and objectives established at the beginning of the year as well as challenges and opportunities that arose during the year. This self-assessment is shared with the other members of the Board of Directors, and their responses and other observations are compiled by the Chair of the Committee and discussed with our Chief Executive Officer, who then responds to the full Board.

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Principal Conclusions

Outcomes for 2018, which shaped the Committee’s compensation decisions in January 2019: (1)Mr. Mitchell led the Company to another record year of earnings, achieving adjusted EPS of $5.99, up approximately 32% from the prior year and generating $305 million in free cash flow, maintaining a positive trajectory of performance; (2)Mr. Mitchell successfully integrated the Crane Currency business, the Company’s second largest acquisition in its history, into a normal operating cadence and delivered adjusted EPS accretion in excess of plan; (3)The Company delivered adjusted operating margins of 14.5%, comparable to 14.7% in 2017, despite the impact of the Crane Currency acquisition (4)Mr. Mitchell drove a thorough and disciplined process to evaluate a range of acquisition opportunities within a comprehensive portfolio strategy focused on increasing stockholder value; (5)Mr. Mitchell continued to drive new product development and innovative technology enhancements across all of the Company’s businesses; (6)Mr. Mitchell drove the Company to achieve overall core growth of just under 3% despite challenging end markets in certain of the Company’s businesses; and (7)Mr. Mitchell continued to maintain the high ethical standards expected of all of the Company’s associates, leading by example and setting the tone at the top with integrity and transparency.

Outcomes for 2019, which shaped the Committee’s compensation decisions in January 2020: (1)Mr. Mitchell led the Company to achieve adjusted EPS of $6.02, and record free cash flow of $325 million, despite challenging year-over-year comparisons, coupled with weakness in orders from the U.S. Government in the Crane Currency business, and continued headwinds in the Engineered Materials business; (2)Mr. Mitchell materially increased the Company’s M&A capabilities, attempting to acquire a large competitor in the Fluid Handling space, which signaled the Company’s continued confidence in acquiring and successfully integrating businesses that add scale and profitability to the Company’s portfolio; (3)In 2019, the Company successfully completed its acquisition of Cummins-Allison Corp., a well-known manufacturer of high-speed coin and banknote counting equipment, which will complement and expand the Company’s high-margin Payment Innovations business; (4)The Company also announced its agreement to acquire the Instrumentation and Sampling business from CIRCOR, expanding the Company’s product line in high margin fluid handling diagnostic equipment; (5)Mr. Mitchell continued to drive new product development and innovative technology enhancements through a disciplined process across the Company’s businesses; (6)Mr. Mitchell continued to maintain a strong balance sheet by driving cost efficiency and increasing productivity while maintaining an appropriate debt to equity ratio; and (7)Mr. Mitchell continued to maintain the high ethical standards expected of all the Company’s associates, leading by example and over-communicating his expectation of ethics, integrity and transparency.

The Committee took these observations into account, along with the competitive data supplied by FW Cook, in approving Mr. Mitchell’s bonuses for 2018 and 2019 under the Annual Incentive Plan and in determining Mr. Mitchell’s stock-based incentive compensation grants in January 2019 and January 2020. 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.

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Say-on-Pay Vote in 2019

In accordance with the Dodd-Frank Act and related rules adopted by the Securities and Exchange Commission, we presented a “Say-on-Pay” item to stockholders in 2019, which called for an advisory, non-binding vote regarding the compensation of our named executive officers in 2018 as described in the proxy statement. On this item, over 97% of the votes cast were in favor of the resolution. In light of strong stockholder support, the Committee concluded that no revisions were necessary to our executive officer compensation program in direct response to the vote.

Policies and Practices Related to Our Executive Compensation Program

Compensation Risk Assessment

The Committee has established a process for assessing the potential that our compensation plans and practices may encourage our executives to take risks that are reasonably likely to have a material adverse effect on the Company. A senior management team led by the Vice President, People and Performance conducts a review of the operation and effect of our compensation plans and practices which is presented to the Committee for discussion at its February meeting. With the assistance of FW Cook, the Committee concluded that our compensation plans and practices do not encourage excessive or unnecessary risk-taking for the following reasons:

●	Our incentive plans have a mix of performance measures, including Company-wide and business unit financial measures, operational measures, and individual objectives.
●	Our compensation programs contain a balance of annual and long-term incentive opportunities.
●	We cap incentive plan payouts within a reasonable range.
●	The range of payouts from threshold to maximum payout (performance slope) under our annual incentive plan and PRSUs is calibrated for an appropriate risk profile.
●	Our stock ownership guidelines link the interests of our executive officers to those of our stockholders.
●	Our clawback policy provides a means for the Company to recover the value of incentive awards in the event any of our executive officers engage in misconduct resulting in a financial restatement.
●	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.

Stock Ownership Guidelines

The Company’s stock ownership guidelines for executive officers are expressed as a multiple of base salary:

Executive Level		Minimum Ownership Level
CEO		6 x Base Salary
CFO		5 x Base Salary
Executive Officers-CEO Direct Reports		4 x Base Salary
Other Executive Officers		3 x Base Salary

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 guideline. 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.

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	As of February 28, 2020, all of the NEOs either held the requisite number of shares or were complying with the retention ratio for option exercises and RSU vestings in accordance with the guidelines.

Policies with Respect to Timing of Stock-Based Awards and Exercise Price of Stock Options

Annual grants of stock options and RSUs to executive officers are made at the Committee’s regular January meeting, in order that full-year performance may be considered. The Committee also grants stock options and RSUs at other dates to newly hired or promoted executives. The exercise price of stock options under the Stock Incentive Plan is equal to the fair market value at the date of grant, determined on the basis of the closing price on the date of grant.

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 shareholders. 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 2019, none of our directors and executive officers engaged in any such transactions.

Clawback Policy

Under the Company’s “clawback” policy, the Company may recoup from the Chief Executive Officer, the Chief Financial Officer, the General Counsel, and other executive officers (including all the named executive officers) the annual incentive bonuses and amounts realized from stock option exercises and vesting of RSUs based upon financial statements that are subsequently restated, as a result of fraud or similar misconduct by such executives. The Committee administers this policy and has the discretion to determine when it is to be applied, to whom, and to which compensation.

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. Under the tax rules in effect before 2018, compensation that qualified as “performance-based” under Section 162(m) was deductible without regard to this $1 million limit. In 2017 and prior years, the Committee designed awards under the Annual Incentive Plan, as well as PRSUs and stock options granted under equity incentive plans, that were intended to qualify for this performance-based compensation exception. However, the Tax Cuts and Jobs Act (TCJA), which was signed into law December 22, 2017, eliminated this performance-based compensation exception effective January 1, 2018, subject to a special rule that “grandfathers” certain awards and arrangements that were in effect on or before November 2, 2017. As a result, compensation that the Committee structured in 2017 and prior years with the intent of qualifying as performance-based compensation under Section 162(m) that is paid on or after January 1, 2018, may not be fully deductible, depending on the application of the special grandfather rules. Moreover, from and after January 1, 2018, compensation awarded in excess of $1 million to our NEOs generally will not be deductible. While the TCJA will limit the deductibility of compensation paid to the NEOs, the Committee will — consistent with its past practice — design compensation programs that are in the best long-term interests of Crane Co. and our stockholders, with deductibility of compensation being one of a variety of considerations taken into account.

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Compensation Discussion and Analysis

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 Crane Co., 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 named executive officers 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, 2019, and had employment been terminated immediately thereafter, would range from $7,929,274 for Mr. Mitchell to $2,521,878 for Mr. D’Iorio. The Board of Directors 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

Crane Co. has entered into indemnification agreements with Mr. Mitchell, each other director, Messrs. Maue, Ellis, Gallo and D’Iorio, and four other executive officers of Crane Co., the form of which was approved by stockholders at the 1987 annual meeting. The indemnification agreements require Crane Co. 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 Crane Co. or for another entity at the request of Crane Co., 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 Co. has entered into time share agreements with Messrs. Evans and Mitchell regarding personal use of the corporate aircraft, including aircraft leased by Crane Co. from a third-party operator. Under the agreements, Crane Co. 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 Crane Co. for each flight. The agreement with Mr. Evans provides that he pay 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 Company will extend the same arrangement for Mr. Tullis when he assumes the Chairman role at the Annual Meeting. The agreement with Mr. Mitchell provides that he is not required to reimburse the Company for personal use until the aggregate incremental cost reaches $100,000, and thereafter is required to reimburse the Company for all incremental cost incurred above that amount. During 2019, the aggregate incremental cost to Crane Co. for personal use of the aircraft by Messrs. Evans and Mitchell, less amounts paid by them under the time share agreements, was $0 and $100,000, respectively.

50     Crane Co.

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Compensation Discussion and Analysis

Management Organization and Compensation Committee Report

The Management Organization and Compensation Committee of the Board of Directors has submitted the following report for inclusion in this Proxy Statement:

The Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. Based on our review and discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement, and incorporated by reference in Crane Co.’s Annual Report on Form 10-K for the year ended December 31, 2019.

Submitted by:

The Management Organization and Compensation
Committee of the Board of Directors of Crane Co.

James L. L. Tullis, Chair
Donald G. Cook
Ronald C. Lindsay
Ellen McClain
Charles G. McClure, Jr.
Jennifer M. Pollino

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2019 EXECUTIVE COMPENSATION TABLES

Annual Compensation of the Named Executive Officers

This discussion should be read together with the 2019 Summary Compensation Table and the 2019 Grants of Plan-Based Awards table below.

Base Salary — The base annual salary of the Chief Executive Officer, Mr. Mitchell, is determined by the Compensation Committee and approved by the Board of Directors. The base salary of each of the other NEOs is recommended by the Chief Executive Officer and approved by the Compensation Committee. Base salary accounted for approximately 21% of the aggregate total compensation of the NEOs.

Stock Awards (PRSUs and TRSUs) — In January 2019 the Compensation Committee made grants of PRSUs to certain key executives, including the named executive officers. The PRSUs will vest, if at all, at the end of 2021, as determined with reference to the percentile ranking of the TSR of Crane Co. common stock for the period from January 1, 2019, through December 31, 2021, as compared to the TSRs of the other companies in the S&P Midcap 400 Capital Goods Group. The Committee also made grants of TRSUs to certain key executives, including the named executive officers, other than Mr. Mitchell, which will vest ratably on the first, second, third, and fourth anniversaries of the date of grant.

The grants were made pursuant to the 2018 Stock Incentive Plan. See “Potential Payments Upon Termination or Change in Control” for a description of treatment of the PRSUs upon termination of employment.

Option Awards — In January 2019, consistent with previous practice, Crane Co. made annual grants of stock options to executives and other key employees including the named executive officers pursuant to the 2018 Stock Incentive Plan. Options become exercisable 25% per year over four years, and expire, unless exercised, 10 years after grant. The exercise price of the options granted on January 28, 2019, was $79.14, which was the fair market value of Crane Co. stock on the date of grant, calculated in accordance with the terms of the 2018 Stock Incentive Plan by taking the closing price on the grant date. See “Potential Payments Upon Termination or Change in Control” for a description of treatment of the options upon termination of employment.

Non-Equity Incentive Plan Compensation — In January 2019, the Compensation Committee made target bonus awards pursuant to the Annual Incentive Plan to each of the Company’s executive officers (including the named executive officers). The awards became payable in cash in the first quarter of 2020 to the extent that certain performance targets were met during 2019. The target awards are shown in the 2019 Grants of Plan-Based Awards table beginning on page 55; the amounts shown in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation” for 2019 are the actual amounts paid.

Other Compensation — The amounts appearing in the Summary Compensation Table under the caption “All Other Compensation” are disaggregated in footnote 5 to the table.

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2019 Executive Compensation Tables

2019 Summary Compensation Table

The table below summarizes the compensation for 2019, 2018, and 2017 earned by Crane Co.’s Chief Executive Officer, its Chief Financial Officer, and each of the three other most highly paid executive officers (as determined pursuant to Securities and Exchange Commission rules) who were serving as executive officers on December 31, 2019.

Name and Principal Position		Year		Salary ($)		Stock Awards ($)(1)		Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)(3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)		All Other Compensation ($)(5)		Total ($)
Max H. Mitchell President and Chief Executive Officer		2019		1,004,250		3,085,723		1,836,266		837,372		228,861		198,340		7,190,812
		2018		1,002,000		2,644,064		1,480,003		1,212,478		—		192,576		6,531,121
		2017		970,385		2,280,000		1,519,997		1,118,618		136,293		192,082		6,217,375
Richard A. Maue Senior Vice President and Chief Financial Officer		2019		622,898		952,205		419,998		333,531		—		68,859		2,397,491
		2018		559,938		820,130		384,993		462,304		—		60,627		2,287,992
		2017		537,742		650,017		350,066		422,415		1,527		61,438		2,023,205
Bradley L. Ellis Senior Vice President		2019		497,489		526,113		210,007		351,969		311,519		51,968		1,949,065
		2018		452,185		432,356		203,002		304,229		—		52,729		1,444,501
		2017		436,970		390,010		210,003		436,652		174,481		48,515		1,696,631
Kurt F. Gallo(6) Senior Vice President		2019		457,735		519,608		157,505		114,953		—		48,751		1,298,552
Anthony M. D’Iorio Vice President, General Counsel and Secretary		2019		427,692		426,092		210,007		209,152		62,062		49,672		1,384,677
		2018		393,846		372,790		175,000		307,325		—		36,293		1,285,254

(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 2019, 2018, and 2017. For details of individual grants of TRSUs and PRSUs during 2019 please see the Grants of Plan-Based Awards table below. There were no forfeitures of restricted shares, TRSUs, or PRSUs by any of the named executive officers during the fiscal year. The assumptions on which these valuations are based are set forth in Note 8 to the audited financial statements included in Crane Co.’s annual report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2020.
(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 to purchase Crane Co. stock made during the indicated year. For details of individual grants of stock options during 2019 please see the Grants of Plan-Based Awards table below. There were no forfeitures of Crane Co. stock options by any of the named executive officers during the fiscal year. The assumptions on which these valuations are based are set forth in Note 8 to the audited financial statements included in Crane Co.’s annual report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2020.
(3)	Amounts shown in this column for all named executive officers 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 2019 grants, including the minimum, target and maximum amounts that were potentially payable, please see the Grants of Plan-Based Awards table beginning on page 55.

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2019 Executive Compensation Tables

(4)

For 2019, 2018, and 2017, the amount shown in this column for Messrs. Mitchell and Ellis, and for 2019 and 2018 for Mr. D’Iorio is the change in the actuarial present value of the accumulated benefit under all defined benefit plans (which include the Crane Co. Pension Plan for Eligible Employees and the Crane Co. Benefit Equalization Plan) from December 31, 2018, 2017, and 2016 (the pension plan measurement dates used for financial statement reporting purposes with respect to Crane’s audited financial statements for 2018, 2017, and 2016 respectively) to December 31, 2019, 2018, and 2017 (the pension plan measurement dates with respect to Crane’s audited financial statements for 2019, 2018, and 2017 respectively). The amount shown for Mr. Maue in 2017 represents only the interest earned on balances in the defined contribution component of the Benefit Equalization Plan (which interest is also included in the amounts shown for Messrs. Mitchell and Ellis in 2017). Beginning in 2018, these interest amounts were included as a component of “All Other Compensation.” For additional information regarding these plans, please see “Retirement Benefits” below. For 2019 for Messrs. Mitchell, Ellis and D’Iorio, the changes in the actuarial present value of the accumulated benefit under all defined benefit plans (which include the Crane Co. Pension Plan for Eligible Employees and the Crane Co. Benefit Equalization Plan) were as follows:

			Year Ended December 31,		Pension Plan for Eligible Employees ($)		Benefit Equalization Plan ($)
	M. H. Mitchell		2019		71,382		157,479
	B. L.  Ellis		2019		131,988		179,531
	A. M. D’Iorio		2019		62,062		—

(5)	Amounts in this column for 2019 include the following:

			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 ($)		Insurance Premiums**** ($)		Total ($)
	M. H. Mitchell		—		100,000		18,779		58,102		16,800		4,659		198,340
	R. A. Maue		9,791		—		14,405		24,156		16,800		3,707		68,859
	K. F. Gallo		6,118		—		9,689		15,268		16,800		876		48,751
	B. L. Ellis		6,004		—		12,537		15,652		16,800		975		51,968
	A. M. D’Iorio		5,050		—		13,312		13,651		16,800		859		49,672

	*	Dividends are paid on shares of restricted stock and TRSUs at the same rate as on all other shares of Common Stock. Dividends are not accrued or paid on PRSUs until the awards are earned and shares of Common Stock are issued.
	**	The method of computing the cost of personal use of the Crane Co. aircraft is described under the caption “Use of Company Aircraft” on page 50.
	***	Includes the Company contribution to the defined contribution benefit under the Benefit Equalization Plan; see “Nonqualified Deferred Compensation Benefits” below.
	****	Includes $2,500 for health exam, in the case of Messrs. Mitchell and Maue.
(6)	As previously noted, Mr. Gallo was elevated to the position of Senior Vice President with responsibility for the entirety of our Payment & Merchandising Technologies segment shortly after the departure of one of the Company’s Senior Vice Presidents in late first quarter 2019, prior to which he had been President of the Crane Payment Innovations business within the Payment & Merchandising Technologies segment. The amounts included for 2019 under “Salary” and “Non-Equity Incentive Plan Compensation” reflect the amounts he earned for the full year while in these two respective roles.

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2019 Executive Compensation Tables

2019 Grants of Plan-Based Awards

The following table gives further details of 2019 compensation as disclosed in the “Stock Awards,” “Option Awards” and “Non-Equity Incentive Plan Compensation” columns of the Summary Compensation Table.

In the table below, the rows labeled “Annual Incentive Plan” disclose target bonuses set in February 2019, at which time business performance targets were also fixed. The column headings in relation to the Annual Incentive Plan are as follows:

●	“Threshold” is the amount that would have been payable if actual performance compared to each target was at a predetermined minimum level (for example, if adjusted EPS had been at $5.14, or 80% of the target performance goal), and below which no amount would have been payable;
●	“Target” is the amount that would have been payable if actual performance had been exactly equal to each of the targets (for example, if adjusted EPS had been $6.42); and
●	“Maximum” is the amount that would have been payable if actual performance had been a predetermined percentage above the target (for example, if adjusted EPS per share had been $7.71, or 120% of the target performance goal, or greater).

Note that the amount shown in the Summary Compensation Table for 2019 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 2019.

The rows labeled “Performance RSU” disclose the target numbers of shares that may vest at the end of 2021 in respect of grants made in January 2019. Vesting will be based on the TSR of Crane Co. stock relative to the other companies in the S&P Midcap 400 Capital Goods Group over the three-year period 2019 – 2021. The column headings in relation to the Performance RSUs are as follows:

●	“Threshold” is the number of shares that will vest if Crane Co.’s TSR is at the 25th percentile of comparator group performance, and below which no shares will vest;
●	“Target” is the number of shares that will vest if Crane Co.’s TSR is at the 50th percentile (median) of the comparator group; and
●	“Maximum” is the number of shares that will vest if Crane Co.’s TSR is at the 75th percentile or higher (however, if Crane Co.’s TSR is negative, the number of shares will not be higher than 100% of target).

In no event will the aggregate value of the shares earned exceed four times the value of the target number of shares determined at the beginning of the performance period.

The column headed “Grant Date Fair Value” shows the grant date fair value of the Performance RSUs, calculated using a formula based on the probability of various outcomes. This amount also appears in the Summary Compensation Table under the heading “Stock Awards”; please see footnote 1 to the Summary Compensation Table. The value of the shares that actually vest at the end of 2021, if any, may be higher or lower than the grant date fair value.

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2019 Executive Compensation Tables

The rows labeled “Stock Option” disclose the number of shares underlying stock options granted in January 2019, in respect of the executive’s performance during the previous year and as an incentive for performance during future years. The amount under the heading “Grant Date Fair Value,” calculated using the Black-Scholes formula, also appears in the Summary Compensation Table under the heading “Option Awards”; please see footnote 2 to the Summary Compensation Table.

Name		Type of Award		Grant Date(1)			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)
							Threshold		Target		Max.		Threshold		Target		Max.
M. H. Mitchell		Annual
		Incentive Plan		2/25/19			—		1,205,100		2,410,200
		PRSU		1/28/19									8,701		34,804		69,608								3,085,723
		Stock Option		1/28/19																	116,293		79.14		1,836,266
R. A. Maue		Annual
		Incentive Plan		2/25/19			—		480,000		960,000
		PRSU		1/28/19									1,895		7,582		15,164								672,220
		TRSU		1/28/19															2,274						179,964
		TRSU		3/29/19	(6)														1,182						100,021
		Stock Option		1/28/19																	26,599		79.14		419,998
K. F. Gallo		Annual
		Incentive Plan		2/25/19			—		329,000		658,000
		PRSU		1/28/19									711		2,843		5,686								252,060
		TRSU		1/28/19															853						67,506
		TRSU		3/29/19	(6)														2,364						200,042
		Stock Option		1/28/19																	9,975		79.14		157,505
B. L. Ellis		Annual
		Incentive Plan		2/25/19			—		357,000		714,000
		PRSU		1/28/19									948		3,791		7,582								336,110
		TRSU		1/28/19															1,137						89,982
		TRSU		3/29/19	(6)														1,182						100,021
		Stock Option		1/28/19																	13,300		79.14		210,007
A. M. D’Iorio		Annual
		Incentive Plan		2/25/19			—		301,000		602,000
		PRSU		1/28/19									948		3,791		7,582								336,110
		TRSU		1/28/19															1,137						89,982
		Stock Option		1/28/19																	13,300		79.14		210,007

(1)	All grants of PRSUs, TRSUs and stock options were effective as of the date on which the Compensation Committee voted to approve them.
(2)	On January 27, 2020, the Committee approved bonus payouts for 2019 at 69.5% of target for the corporate named executive officers, 98.6% of target for Mr. Ellis, and 34.9% of target on a pro-rated basis for Mr. Gallo, based on 2019 results as adjusted for certain Special Items. See the Compensation Discussion and Analysis under “Elements of Compensation – Annual Incentive Compensation – Named Executive Officers’ Bonuses for 2019” above. Those amounts were paid in February 2020, and are shown in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation” for 2019.
(3)	Amounts shown are the estimated number of shares that will vest in respect of grants of PRSUs made on January 28, 2019, under the 2018 Stock Incentive Plan. The actual number of shares that will vest will be determined at year-end 2021 with reference to the ranking of Crane Co.’s TSR among the TSR of the other companies in the S&P Midcap 400 Capital Goods Group over the period from January 1, 2019, through December 31, 2021. See “Elements of Compensation and 2019 Decisions – Long-Term Equity Incentive Compensation” in the Compensation Discussion and Analysis beginning on page 38.
(4)	The exercise price of options is the fair market value of Crane Co. stock on the date of grant, determined in accordance with the terms of the 2018 Stock Incentive Plan by taking the closing market price on the date of grant.

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2019 Executive Compensation Tables

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

	Type of Equity Award	Value ($)		Method of Valuation
	PRSUs	88.66		Monte Carlo pricing model
	TRSUs (1/28/2019)	79.14		Closing trading price on grant date
	TRSUs (3/29/2019)	84.62		Closing trading price on grant date
	Stock Options	15.79		Black-Scholes pricing model

(6)	The Committee approved the award of additional TRSUs to each of Messrs. Maue, Ellis and Gallo when each assumed increased responsibility and business scope following the departure of one of the Company’s Senior Vice Presidents.

2019 Option Exercises and Stock Vested

The following table provides information on all exercises of stock options, and all vestings of RSUs, for each of the named executive officers during 2019.

The value realized on exercise of options is computed by multiplying the number of shares acquired upon exercise by the difference between the market price of the shares on the applicable exercise date (calculated as the closing price on that date, or, if the shares received were concurrently sold, as the price actually obtained), and the exercise price of the options. The value realized on vesting of TRSUs and PRSUs is computed by multiplying the number of shares by the closing price on the applicable vesting date.

		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		0		0		82,965		6,565,850
R. A. Maue		0		0		19,764		1,567,946
K. F. Gallo		0		0		9,191		728,925
B. L. Ellis		0		0		13,059		1,035,676
A. M. D’Iorio		0		0		1,550		125,536

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2019 Executive Compensation Tables

2019 Outstanding Equity Awards at Fiscal Year-End

The following table shows for each named executive officer, as of December 31, 2019: (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, unvested TRSUs and unvested retirement shares; and (iii) in the third and fourth columns under the heading “Stock Awards,” the number and market value of unearned PRSUs. No such awards have been transferred by any of the named executive officers.

	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		92,283		—			64.78		1/27/2024						52,275		4,515,471
		135,903		—			58.47		1/26/2025
		163,343		54,448	(5)		43.57		1/25/2026
		58,551		58,552	(6)		73.90		1/30/2027
		20,798		62,395	(7)		93.40		1/29/2028
		—		116,293	(8)		79.14		1/28/2029
R. A. Maue		18,099		—			64.78		1/27/2024		6,572		567,689		11,413		985,887
		28,398		—			58.47		1/26/2025
		36,234		12,079	(5)		43.57		1/25/2026
		13,482		13,483	(6)		73.90		1/30/2027
		5,410		16,231	(7)		93.40		1/29/2028
		—		26,599	(8)		79.14		1/28/2029
K. F. Gallo		14,909		—			58.47		1/26/2025		4,513		389,833		4,452		384,575
		16,909		5,637	(5)		43.57		1/25/2026
		5,662		5,663	(6)		73.90		1/30/2027
		2,065		6,198	(7)		93.40		1/29/2028
		—		9,975	(8)		79.14		1/28/2029
B. L. Ellis		9,049		—			64.78		1/27/2024		4,144		357,959		6,093		526,033
		17,748		—			58.47		1/26/2025
		24,156		8,053	(5)		43.57		1/25/2026
		8,089		8,090	(6)		73.90		1/30/2027
		2,852		8,559	(7)		93.40		1/29/2028
		—		13,300	(8)		79.14		1/28/2029
A. M. D’Iorio		6,205		—			64.78		1/27/2024		3,237		279,617		3,791		327,467
		5,680		—			58.47		1/26/2025
		6,441		2,148	(5)		43.57		1/25/2026
		3,852		3,852	(6)		73.90		1/30/2027
		2,459		7,378	(7)		93.40		1/29/2028
		—		13,330	(8)		79.14		1/28/2029

(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 for options granted in 2010 or later generally means termination of employment after age 65.

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

	Vesting Date		Mitchell		Maue		Gallo		Ellis		D’Iorio
	January 25, 2020		—		775		362		517		482
	January 28, 2020		—		568		213		284		284
	January 29, 2020		—		442		169		233		201
	January 30, 2020		—		507		213		304		507
	March 29, 2020		—		295		591		295		—
	January 28, 2021		—		569		213		284		284
	January 29, 2021		—		442		169		233		201
	January 30, 2021		—		508		214		305		508
	March 29, 2021		—		296		591		296		—
	January 28, 2022		—		568		213		284		284
	January 29, 2022		—		442		169		233		201
	March 29, 2022		—		295		591		295		—
	January 28, 2023		—		569		214		285		285
	March 29, 2023		—		296		591		296		—

	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 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.
(3)	Computed using a price of $86.38 per share, which was the closing market price of Crane Co. stock on the last trading day of 2019.
(4)	The PRSUs granted in 2018 and 2019 will vest, if at all, on December 31, 2020, and December 31, 2021, respectively, as determined with reference to the percentile ranking of the total stockholder return (share price appreciation plus reinvested dividends), or TSR, of Crane Co. common stock for the three-year period ending on that date, as compared to the TSRs of the other companies in the S&P Midcap 400 Capital Goods Group. Pursuant to Securities and Exchange Commission rules, the hypothetical amounts shown in the table include the PRSUs granted in 2018 at threshold level (0%), and the PRSUs granted in 2019 at target level (100%), based on Crane Co.’s TSR performance as of December 31, 2019. There can be no assurance, however, that the Company’s TSR for a full vesting period will be sufficient for the PRSUs to vest, if at all, at any particular level. The PRSUs granted in 2017 became vested in early 2020, after performance results through December 31, 2019, were certified, at 61.3% of target, and are reflected in the table at that level. See “Elements of Compensation—Long-Term Equity Incentive Compensation” on page 42.
(5)	This option grant will be 100% vested on January 25, 2020.
(6)	This option grant will be 75% vested on January 30, 2020, and 100% on January 30, 2021.
(7)	This option grant will be 50% vested on January 29, 2020; 75% on January 29, 2021; and 100% on January 29, 2022.
(8)	This option grant will be 25% vested on January 28, 2020; 50% on January 28, 2021; 75% on January 29, 2022; and 100% on January 28, 2023.

Retirement Benefits

Employees Hired Prior to 2006 (defined benefit) — All employees of Crane Co. hired before January 1, 2006, including Messrs. Mitchell, D’Iorio, and Ellis, have accrued retirement benefits under the Company’s defined benefit pension plan, which was closed to employees hired after 2005 and then frozen with no further benefit accruals effective December 31, 2012. For all eligible salaried employees, including all of the executive officers, Crane Co. provides a retirement benefit equal to three percent of covered compensation, subject to Internal Revenue Code limits as described below, which amount is invested in the Crane Co. Savings and Investment Plan (401(k) plan), a defined contribution retirement plan, at the direction of the employee.

Effective January 1, 2013, all executive officers and other employees who were participants in the pension plan receive annual pension benefits payable under the pension plan equal to 1-2/3% per year of service of the participant’s average annual compensation during the five highest compensated consecutive years (prior to 2013) of the 10 years of service immediately preceding retirement less 1-2/3% per year of service of the participant’s Social Security benefit, up to a maximum deduction of 50% of the Social Security benefit. Compensation for purposes of the pension plan is defined as total W-2 compensation plus employee contributions made under salary reduction plans less (i) reimbursements or other expense allowances; (ii) cash and noncash fringe benefits (including automobile allowances); (iii) moving expenses

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(including “home allowances”); (iv) deferred compensation; (v) welfare benefits; (vi) severance pay; (vii) amounts realized from the exercise of a non-qualified stock option or the sale, exchange or other disposition of stock acquired under a qualified stock option; and (viii) amounts realized when restricted stock (or property) held by the employee is recognized in the employee’s taxable income under Section 83 of the Internal Revenue Code. However, the tax code limits the total compensation taken into account for any participant under the pension plan. That limit was $280,000 for 2019, and is subject to adjustment in future years.

Benefit Equalization Plan — The NEOs also participate in the Benefit Equalization Plan, a non-qualified, non-elective deferred compensation plan. Under the Benefit Equalization Plan, participating executives receive a benefit intended to restore retirement benefits under the Company’s regular pension plan that are limited by the Internal Revenue Code cap on the amount of compensation that can be considered in determining benefits under tax-qualified pension plans. 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. The NEOs with defined benefit accounts in this plan are Messrs. Mitchell, and Ellis. 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 21 senior leadership executives, including all of the NEOs.

See “Nonqualified Deferred Compensation Benefits” below, regarding certain employer contributions to the Benefit Equalization Plan for the year 2014 and after.

The table below sets forth the number of years of credited service and the present value at December 31, 2019, of the accumulated benefit under the pension plan and the Benefit Equalization Plan for each of the named executive officers covered by those plans.

Name		Plan Name		Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($)(1)		Payments During Last Fiscal Year ($)
M. H. Mitchell		Crane Co. Pension Plan for Eligible Employees		9		356,340		—
		Crane Co. Benefit Equalization Plan		5		858,155		—
B. L. Ellis		Crane Co. Pension Plan for Eligible Employees		16		549,147		—
		Crane Co. Benefit Equalization Plan		16		800,315		—
A. M. D’Iorio		Crane Co. Pension Plan for Eligible Employees		8		306,092		—

(1)

The actuarial present value of each participant’s accumulated pension benefit is determined using the same assumptions and pension plan measurement date used for financial statement reporting purposes. The actual retirement benefit at normal retirement date payable under the pension plan for eligible employees is subject to an additional limit under the tax code which, for 2019, does not permit annual retirement benefit payments to exceed the lesser of $225,000 or the participant’s average compensation for the participant’s three consecutive calendar years of highest compensation, subject to adjustment for future years. The dollar limit is subject to further reduction to the extent that a participant has fewer than 10 years of service with Crane Co. or 10 years of participation in the defined benefit plan.

Nonqualified Deferred Compensation Benefits

The Benefit Equalization Plan was amended effective January 1, 2014, 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. That benefit is currently three percent of a participant’s annual salary plus bonus in excess of the Internal Revenue Code compensation limit that applies under the 401(k) plan. Contributions earn interest during a plan year at a rate equal to the average 10-year Treasury Constant Maturities for the month of December immediately preceding such plan year. The contributions become vested based on the participant’s years of service at the rate of 20% per year over five years. Vested contributions, as adjusted for interest, are payable in a lump sum cash payment six months after termination of employment.

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The following table shows information about the participation by each named executive officer in the Benefit Equalization Plan with respect to this employer contribution. The named executive officers do not participate in any other defined contribution nonqualified deferred compensation plans.

2019 Nonqualified Deferred Compensation

Name		Executive Contributions in 2019 ($)		Employer Contributions in 2019(1) ($)		Aggregate Earnings in 2019 ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at December 31, 2019 ($)
M. H. Mitchell		—		58,102		7,069		—		314,956
R. A. Maue		—		24,156		3,068		—		135,649
K. F. Gallo		—		15,268		2,509		—		106,432
B. L. Ellis		—		15,652		2,549		—		108,276
A. M. D’Iorio		—		13,651		237		—		22,253

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

Potential Payments Upon Termination or Change in Control

The named executive officers would have received certain payments or other benefits in the following circumstances, assuming that each had taken place on December 31, 2019:

●	the executive resigns voluntarily;
●	the executive is involuntarily terminated, either directly or constructively;
●	the executive retires;
●	the executive dies or becomes permanently disabled while employed; or
●	a change in control of Crane Co. takes place and the executive is terminated within up to three years.

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

Severance Pay

Our stated severance policy is to pay salaried employees one week per year of service upon termination of employment by Crane Co. for the convenience of Crane Co.; however, our prevailing practice on severance in the case of executive officers is to pay the executive an amount equal to one year’s base salary, either in a lump sum or by continuation of biweekly payroll distributions, at the election of the executive, with medical, dental, and other welfare benefits and retirement benefits continuing during such period. Under this practice, if each of the named executive officers had been terminated by Crane Co. for the convenience of Crane Co. as of December 31, 2019, the severance to which they would have been entitled (including the estimated value of continuation of welfare benefits) would have been as follows:

M. H. Mitchell	$	1,026,454
R. A. Maue	$	661,252
K. F. Gallo	$	486,435
B. L. Ellis	$	531,020
A. M. D’Iorio	$	430,859

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Stock Options

Voluntary Resignation		Unvested options cancelled; vested options remain exercisable for a period following termination of employment, as stated in the applicable award agreement, generally ranging from 90 days to the full option term (depending on the reason for termination and the year of grant)
Involuntary Termination		Unvested options cancelled; vested options remain exercisable for a period following termination of employment, as stated in the applicable award agreement, generally ranging from 90 days to the full option term (depending on the reason for termination and the year of grant)
Retirement		Options continue to become vested and exercisable in accordance with the regular schedule, subject to compliance with a covenant not to compete with the Company
Death or Permanent Disability While Employed		Unvested options become immediately exercisable
Change in Control		No change
Termination After Change in Control		Vesting is accelerated only if employment is terminated, involuntarily or for Good Reason, within two years after the change in control

If the then unvested stock options of each of the named executive officers had become exercisable as of December 31, 2019, and assuming the value of Crane Co. stock to be $86.38 per share, the closing price on the last trading day of 2019, the aggregate value to each of the named executive officers of exercising the options on that date would have been as follows:

M. H. Mitchell	$	3,903,609
R. A. Maue	$	877,947
K. F. Gallo	$	384,213
B. L. Ellis	$	542,004
A. M. D’Iorio	$	236,321

Restricted Share Units and Performance Restricted Share Units

Voluntary Resignation		Forfeited
Involuntary Termination		Forfeited
Retirement(1)		Continue to vest in accordance with the regular schedule, subject to compliance with a covenant not to compete with the Company
Death or Permanent Disability While Employed		Immediate vesting(2)
Change in Control		No change
Termination After Change in Control		Accelerated vesting only if employment is terminated, involuntarily or for Good Reason, within two years after the change in control(3)

(1)	Retirement for this purpose generally means termination of employment after age 65, or after age 62 with at least 10 years of service.
(2)	Vesting of PRSUs is not determined until after the applicable performance period based on the actual performance results.
(3)	For PRSUs vesting in connection with a change in control, the number of shares vesting is generally based on performance results determined through the date immediately before the change in control, except that if the change in control occurs during the first half of the performance period, the number of PRSUs vesting is based on target performance.

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If the then unvested RSUs (including PRSUs) owned by each of the named executive officers had become vested as of December 31, 2019, and assuming the value of Crane Co. stock to be $86.38 per share, the closing price on the last trading day of 2019, the aggregate value to each of the named executive officers would have been as follows:

M. H. Mitchell	$	1,256,662
R. A. Maue	$	841,451
K. F. Gallo	$	492,485
B. L. Ellis	$	494,840
A. M. D’Iorio	$	416,493

Benefit Equalization Plan

Each of the named executive officers participates in the Benefit Equalization Plan described under the caption “Retirement Benefits” on page 60. Assuming their separation from service as of December 31, 2019, they would have become entitled to the following benefits under the defined benefit and defined contribution portions of the Benefit Equalization Plan, respectively. In the event of a participant’s death, one-half of the benefit would be payable to the participant’s beneficiary.

		Defined Benefit ($)		Defined Contribution ($)
M. H. Mitchell		858,155		314,956
R. A. Maue		—		135,649
K. F. Gallo		—		106,432
B. L. Ellis		800,315		108,276
A. M. D’Iorio		—		22,253

Change in Control Agreements

Each of the named executive officers has an agreement that, in the event of a change in control of Crane Co., provides for the continuation of the employee’s then current base salary, bonus plan, and benefits for the three-year period following the change in control. The agreements are for a three-year period, but are automatically extended annually by an additional year unless Crane Co. gives notice that the period shall not be extended.

Upon termination within three years after a change in control, by Crane Co. without “Cause” or by the employee with “Good Reason” (as defined in the agreement), the employee is immediately entitled to a proportionate amount of the greater of the last year’s bonus or the average bonus paid in the three prior years, plus three times the sum of his or her annual salary and the greater of the last year’s bonus or the average of the previous three years’ bonuses. All accrued deferred compensation and vacation pay, employee benefits, medical coverage, and other benefits also continue for three years (or until normal retirement) after termination.

“Cause” under the change in control agreements generally includes, among other things, personal dishonesty or certain breaches of fiduciary duty; repeated, willful, and deliberate failure to perform the executive’s specified duties; the commission of a criminal act related to the performance of duties; distributing proprietary confidential information about the Company; habitual intoxication by alcohol or other drugs during work hours; or conviction of a felony.

“Good Reason” under the change in control agreements includes, among other things, any action by Crane Co. that results in a diminution in the position, authority, duties, or responsibilities of the employee.

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If a change in control had taken place on December 31, 2019, and employment had terminated immediately thereafter, each of the named executive officers would have become entitled to the following benefits under this provision:

		Cash Payment ($)		Estimated value of continuation for three years (or until normal retirement) of medical coverage and other benefits ($)
M. H. Mitchell		7,862,662		66,612
R. A. Maue		3,769,216		63,757
K. F. Gallo		2,734,756		49,305
B. L. Ellis		2,982,899		63,061
A. M. D’Iorio		2,519,300		2,578

Aggregate Benefit Amounts

The table below reflects the estimated aggregate compensation that each of the named executive officers would receive in the event of his voluntary resignation, involuntary termination, normal retirement at age 65, death or disability, change in control, and termination following a change in control. The amounts shown assume that such termination was effective as of December 31, 2019, and include amounts earned through that date. They are therefore not equivalent to the amount that would be paid out to the executive upon termination at another time.

Name		Voluntary Resignation ($)		Involuntary Termination ($)		Retirement ($)		Death or Disability ($)		Change in Control ($)		Change in Control and Termination ($)
M. H. Mitchell		—		1,026,454		5,160,272		5,160,272		—		13,089,545
R. A. Maue		—		661,252		1,719,398		1,719,398		—		5,552,371
K. F. Gallo		—		486,435		876,698		876,698		—		3,660,759
B. L. Ellis		—		531,020		1,036,844		1,036,884		—		4,082,804
A. M. D’Iorio		—		430,859		652,814		652,814		—		3,174,692

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Pay Ratio

As of December 31, 2019, Crane Co. had 10,815 employees located in 31 countries around the world (excluding contract workers), of whom 5,430 were located in the United States. For the calendar year 2019, the estimated median of the annual total compensation of all those employees worldwide (excluding our CEO) was $68,405 and the estimated median of the annual total compensation of all those employees located in the United States (excluding our CEO) was $74,225. The total compensation of our CEO, Max Mitchell, in 2019 was $7,190,812 (see “2019 Summary Compensation Table” beginning on page 53), which was 105 times the compensation of the median employee worldwide, and 97 times the compensation of the median employee in the United States. Pursuant to SEC rules, we identified new median employees (worldwide and United States) for 2019, to include the employees acquired as a result of the Crane Currency transaction that closed in 2018 (which were excluded for purposes of calculating pay ratio that year as permitted by the rules), but excluded from the 2019 pay ratio calculation the approximately 1,150 employees acquired as a result of the Cummins-Allison Corp. acquisition that closed on December 31, 2019.

The following briefly describes the process we used to identify our median employees for 2019, based on our employee population as of December 31, 2019:

●

We used a statistical sampling technique to identify each median employee, randomly selecting 263 of our worldwide employees and 255 of our United States employees. We then identified the individual in each of the two samples who received the median compensation, using for this purpose salary (including base wages), bonus and overtime actually paid during 2019. We then determined the 2019 annual total compensation of those two employees as shown above on the same basis as used for the CEO in the Summary Compensation Table.

●

In accordance with SEC rules, our sampling of the worldwide group excluded all employees located in 18 countries who together comprise fewer than 5% of all Crane Co. employees. We excluded employee populations in the following countries, each of which has no more than 25 employees: Austria, Belgium, Brazil, Greece, Hong Kong, Italy, Korea, Malaysia, the Netherlands, Russia, Singapore, South Africa, and Spain; in Australia, France, Switzerland and the United Arab Emirates, each with more than 50 but fewer than 75 employees; and in Ukraine, with approximately 80 employees. After excluding employees in these countries, our pay ratio calculation included 10,424 of our total 10,815 employees for 2019.

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

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BENEFICIAL OWNERSHIP OF COMMON STOCK BY DIRECTORS AND MANAGEMENT

Crane Co. believes that officers and other key employees, in order to focus their attention on growth in stockholder value, should have a significant equity stake in the Company. We therefore encourage our officers and key employees to increase their ownership of and to hold Crane Co. stock through the Stock Incentive Plan and the Savings and Investment Plan, as discussed in the Compensation Discussion and Analysis beginning on page 31. Directors also receive a majority of their annual retainer, and may elect to receive the entire retainer, in the form of DSUs issued under the Stock Incentive Plan. Beneficial ownership of stock by the non-executive directors and nominees, the executive officers named in the Summary Compensation Table, all other executive officers as a group, and all directors, nominees, and executive officers of Crane Co. as a group as of January 31, 2020, is as follows:

		Amount and Nature of Beneficial Ownership
Title of Class	Name of Beneficial Owner	Shares Owned Directly or Beneficially(1)	Stock Options, DSUs, and RSUs that Have Vested or Will Vest Within 60 Days	Shares in Company Savings Plan (401(k))	Total Shares Beneficially Owned(2)	Percent of Class	Share Units Under Incentive Stock Plans Vesting After 60 Days(3)
Common Stock	M. R. Benante	93	8,655	—	8,748	*	—
	D. G. Cook	3,225	22,342	—	25,567	*	—
	M. Dinkins	—	1,503	—	1,503	*
	R. S. Evans	399,536	26,440	—	425,976	*	—
	R. C. Lindsay	591	16,552	—	17,143	*	—
	E. McClain	—	12,251	—	12,251	*	—
	C. G. McClure, Jr.	295	4,877	—	5,172	*	—
	M. H. Mitchell	227,863	604,473	2,744	835,080	1.41%	—
	J. M. Pollino	—	12,251	—	12,251	*	—
	J. L. L. Tullis	5,510	24,842	—	30,352	*	—
	R. A. Maue	59,412	132,502	1,645	193,559	*	6,434
	K. F. Gallo	27,159	52,572	1,343	81,074	*	4,723
	B. L. Ellis	184,346	80,170	7,327	271,843	*	3,883
	A. M. D’Iorio	7,928	34,495	822	43,245	*	2,930
	Other Executive Officers (4 persons)	69,454	121,028	1,973	192,455	*	7,249
	Total—Directors Nominees and Executive Officers as a Group (18 persons)	959,363	1,154,952	15,854	2,130,169	3.60%	25,219

*	Less than one percent.
(1)	Includes Crane Co. shares that are owned directly, and shares that are owned by trusts or by family members and are attributable to the director or officer pursuant to Rule 13d-3 under the Securities and Exchange Act of 1934.
(2)	Does not include 7,778,416 shares of Common Stock owned by The Crane Fund (see Principal Stockholders of Crane Co. below); nor 510,471 shares of Common Stock owned by the Crane Fund for Widows and Children; nor an aggregate of 427,558 shares of Common Stock held in trusts for the pension plans of Crane Co. and certain subsidiaries, which shares may be voted and disposed of in the discretion of the trustees unless the sponsor of a particular plan directs otherwise. Messrs. C. A. Baron, Jr., A. M. D’Iorio, and J. A. Lavish, two of whom are executive officers of Crane Co., are the trustees of The Crane Fund. Messrs. R. A. Maue, D’Iorio and Lavish, all of whom are executive officers of Crane Co., and Mr. Baron and Ms. T. A. Pelton, are the trustees of the Crane Fund for Widows and Children. None of the directors or trustees has any beneficial interest in, and all disclaim beneficial ownership of, the shares held by the trusts. In addition, as of January 31, 2020, employees and former employees of Crane Co. held approximately 912,979 shares of Common Stock in the Crane Co. Savings and Investment Plan.
(3)	Includes time-based RSUs vesting more than 60 days after the Record Date, which are subject to vesting as shown in footnote 2 to the 2019 Outstanding Equity Awards at Fiscal Year-End table beginning on page 58, and are subject to forfeiture if established service conditions are not met. Performance-based RSUs, which will vest, if at all, on December 31, 2020, and December 31, 2021, are not included.

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PRINCIPAL STOCKHOLDERS OF CRANE CO.

The following table sets forth the ownership by each person who owned of record or was known by Crane Co. to own beneficially more than 5% of our common stock as of December 31, 2019.

Title of Class		Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership			Percent of Class
Common Stock		The Crane Fund(1)
		140 Sylvan Ave,
		#5 Englewood Cliffs,
		NJ 07632		7,778,416			13.18	%
Common Stock		BlackRock, Inc.
		55 East 52nd Street
		New York, NY 10022		5,252,336	(2)		8.90	%
Common Stock		The Vanguard Group
		100 Vanguard Blvd.
		Malvern, PA 19355		4,584,756	(3)		7.77	%
Common Stock		UBS Group
		AG Bahnhofstrasse 45
		PO Box CH-8021
		Zurich, Switzerland		3,764,888	(4)		6.38	%
Common Stock		GAMCO Investors, Inc.
		One Corporate Center
		Rye, NY 10580-1435		2,980,939	(5)		5.05	%

(1)	The Crane Fund, a trust established for the benefit of former employees in need, is managed by trustees appointed by the Board of Directors of Crane Co. The incumbent trustees are A. M. D’Iorio, J. A. Lavish, and C. A. Baron, Jr., two of whom are executive officers of Crane Co. Pursuant to the trust instrument, the shares held by the trust are voted by the trustees as directed by the Board of Directors, the distribution of the income of the trust for its intended purposes is subject to the control of the Board of Directors and the shares may be sold by the trustees only upon the direction of the Board of Directors. None of the directors or the trustees has any direct beneficial interest in, and all disclaim beneficial ownership of, shares held by The Crane Fund.
(2)	As reported in a Schedule 13G filed on February 5, 2020, by BlackRock, Inc., giving information on shareholdings as of December 31, 2019. According to the Schedule 13G, BlackRock, Inc., a parental holding company or control person, has sole voting power over 4,914,740 shares, and sole dispositive power over 5,252,336 shares, of Crane Co. stock.
(3)	As reported in a Schedule 13G filed on February 12, 2020, by The Vanguard Group, directly and on behalf of certain subsidiaries, giving information on shareholdings as of December 31, 2019. According to the Schedule 13G, The Vanguard Group, an investment adviser, has sole voting power over 25,953 shares, shared voting power over 6,715 shares, sole dispositive power over 4,558,820 shares, and shared dispositive power over 25,936 shares of Crane Co. stock.
(4)	As reported in a Schedule 13G filed on February 11, 2020, by UBS Group AG, directly and on behalf of certain subsidiaries, giving information on shareholdings as of December 31, 2019. According to the Schedule 13G, UBS Group AG, a bank as defined in Section 3(a)(6) of the Securities Act of 1933, has shared voting power and shared dispositive power over 3,764,888 shares of Crane Co. stock.
(5)	As reported in separate Form 13F filings on February 14, 2020, the amount shown represents the aggregate of holdings of Crane Co. stock reported by GAMCO Investors, Inc., et al. (1,943,539) and Gabelli Funds, LLC (1,037,400) giving information on shareholdings as of December 31, 2019. According to documents previously filed with the Securities and Exchange Commission, Gabelli Funds, LLC is an investment adviser registered under the Investment Advisers Act of 1940, and a wholly-owned subsidiary of GAMCO Investors, Inc., which is a NYSE listed asset management and financial services company.

2020 Proxy Statement     67

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NON-GAAP RECONCILIATION

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, certain non-GAAP measures have been provided in this Proxy Statement to facilitate comparison with the prior year.

The Company believes that non-GAAP financial measures which exclude certain non-recurring items present additional useful comparisons between current results and results in prior operating periods, providing investors with a clearer view of the underlying trends of the business. The Company also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company’s performance.

In addition, Free Cash Flow provides supplemental information to assist management and investors in analyzing the Company’s ability to generate liquidity from its operating activities. The measure of Free Cash Flow does not take into consideration certain other non-discretionary cash requirements such as, for example, mandatory principal payments on the Company’s long-term debt. Non-GAAP financial measures, which may be inconsistent with similarly captioned measures presented by other companies, should be viewed in addition to, and not as a substitute for, the Company’s reported results prepared in accordance with GAAP.

Non-GAAP Financial Measures (in millions, except per share data)

		Twelve Months Ended December 31,												Percent Change December 31, 2019			Percent Change December 31, 2018
Income Items		2019				2018				2017				Twelve Months			Twelve Months
Net sales		$	3,283.1			$	3,345.5			$	2,786.0			(1.9	%)		20.1	%
Operating profit			210.4				441.3				388.4			(52.3	%)		13.6	%
Percentage of sales			6.4	%			13.2	%			13.9	%
Special items impacting operating profit:
Asbestos provision			229.0				—				—
Environmental provision			18.9				—				—
Inventory step-up and backlog amortization			—				9.1				—
Acquisition and integration related charges			5.2				19.8				7.8
Repositioning related charges, net of gain on property sale			30.3				14.7				13.0
Operating profit before special items		$	493.8			$	484.9			$	409.2			1.8	%		18.5	%
Percentage of sales			15.0	%			14.5	%			14.7	%
Net income attributable to common shareholders		$	133.3			$	335.6			$	171.8
Per Share		$	2.20			$	5.50			$	2.84			(60.0	%)		93.5	%

68     Crane Co.

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Non-GAAP Reconciliation

		Twelve Months Ended December 31,											Percent Change December 31, 2019			Percent Change December 31, 2018
Special Items Impacting Net Income Attributable To Common Shareholders:		2019				2018					2017		Twelve Months			Twelve Months
Asbestos provision - net of tax			180.9				—				—
Per share		$	2.98
Environmental provision - net of tax			14.9				—				—
Per share		$	0.25
Inventory step-up and backlog amortization - net of tax			—				6.9				—
Per share						$	0.11
Acquisition and integration related charges - net of tax			3.8				15.1			$	6.7
Per share		$	0.06			$	0.25			$	0.11
Repositioning related charges, net of gain on property sale - net of tax			25.6				10.9				8.0
Per share		$	0.43			$	0.18			$	0.13
Realized gain on marketable securities - net of tax			(0.8	)			—				—
Per share		$	(0.01	)
Incremental financing costs associated with acquisition - net of tax			—				2.1				—
Per share						$	0.03
Deconsolidation of joint venture - net of tax			0.8				—				—
Per share		$	0.01
Impact of non-cash pension cost adjustment - net of tax*			6.3				—				—
Per share		$	0.10
Impact of tax law change			—				(5.5	)			87.1
Per share						$	(0.09	)		$	1.44
Net income attributable to common shareholders before special items		$	364.8			$	365.1			$	273.6		(0.1	%)		33.5	%
Per basic share		$	6.10			$	6.12			$	4.61		(0.3	%)		33.0	%
Per diluted share		$	6.02			$	5.99			$	4.53		0.5	%		32.2	%

*	Impact of non-service pension cost adjustment related to a reduction in expected pension returns.

2020 Proxy Statement     69

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Non-GAAP Reconciliation

		Twelve Months Ended December 31,
Special Items Impacting Provision for Income Taxes		2019				2018			2017
Provision for income taxes - GAAP basis		$	37.1			$	75.9		$	195.0
Tax effect of asbestos provision			48.1				—			—
Tax effect of environmental provision			4.0				—			—
Tax effect of inventory step-up and backlog amortization			—				2.2			—
Tax effect of acquisition and integration related charges			1.3				4.7			1.1
Tax effect of repositioning related charges			4.7				3.8			4.9
Tax effect of realized gain on marketable securities			(0.3	)			—			—
Tax effect of incremental financing costs associated with acquisition			—				0.6			—
Tax effect of deconsolidation of joint venture			0.4				—			—
Tax effect of impact of non-cash pension cost adjustment			2.0				—			—
Impact of tax law change			—				5.5			(87.1	)
Provision for income taxes - non-GAAP basis		$	97.3			$	92.7		$	113.9

Totals may not sum due to rounding

Free Cash Flow (in millions, except per share data)

		Twelve Months Ended December 31,
Cash Flow Items:		2019				2018				2017
Cash provided by operating activities before asbestos-related payments		$	435.4			$	477.7			$	380.0
Asbestos-related payments, net of insurance recoveries			(41.5	)			(63.9	)			(62.5	)
Cash provided by operating activities			393.9				413.8				317.5
Less: Capital expenditures			(68.8	)			(108.8	)			(49.0	)
Free cash flow		$	325.1			$	305.0			$	268.5

Totals may not sum due to rounding

70     Crane Co.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND THE ANNUAL MEETING

Why did I receive these materials?

Crane Co. is sending this Proxy Statement and form of proxy card, together with its Annual Report, to you and all of our stockholders, to ask you to appoint proxies to represent you at the Annual Meeting on April 27, 2020.

If a quorum does not attend or is not represented by proxy, the meeting will have to be adjourned and rescheduled. In order to avoid unnecessary expense, the Board of Directors of the Company is asking you to submit a proxy for your shares so that even if you do not attend the meeting, your shares will be counted as present at the meeting, and voted according to your instructions.

Unless you expect to attend the meeting in person, please sign, date, and return the enclosed proxy in the envelope provided, or use the internet address or the toll-free telephone number on the proxy card. Please return your proxy promptly to ensure that your shares are voted at the meeting, no matter how large or how small your holdings may be.

What is the agenda for the Annual Meeting?

At the Annual Meeting, stockholders will vote on three matters:

(1)	the election of each of Martin R. Benante, Donald G. Cook, Michael Dinkins, Ronald C. Lindsay, Ellen McClain, Charles G. McClure, Jr., Jennifer M. Pollino, James L. L. Tullis and Max H. Mitchell to the Board of Directors,
(2)	a proposal to ratify the selection of Deloitte & Touche LLP as our independent auditors for 2020, and
(3)	a proposal to approve, by a non-binding advisory vote, the compensation paid by the Company to certain executive officers.

Our management will also make a brief presentation about the business of Crane Co., and representatives of Deloitte & Touche LLP will make themselves available to respond to any appropriate questions from the floor.

The Board does not know of any other business that will be presented at the Annual Meeting. The form of proxy gives the proxies discretionary authority with respect to any other matters that come before the Annual Meeting, which means that if any such matter arises, the individuals named in the proxy will vote according to their best judgment.

How does the Board of Directors recommend that I vote?

The Board unanimously recommends that you vote for each of the nominees for director; for ratification of the selection of Deloitte & Touche LLP to continue as our independent auditors; and for the non-binding advisory vote regarding executive compensation.

Who can attend the Annual Meeting?

Any stockholder of Crane Co., any past or present employee, and other invitees may attend the Annual Meeting.

Who can vote at the Annual Meeting?

Anyone who owned shares of our Common Stock at the close of business on February 28, 2020, the “Record Date,” is entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment of the meeting. Each share is entitled to one vote.

A complete list of stockholders as of the Record Date will be open to the examination of any stockholder during regular business hours at the offices of Crane Co., 100 First Stamford Place, Stamford, Connecticut, for 10 days before the meeting, as well as at the meeting.

2020 Proxy Statement     71

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Questions and Answers About these Proxy Materials

How many votes are required for each question to pass?

Nominees for the Board of Directors will be elected if more votes are cast in favor of the nominee than are cast against the nominee by the holders of shares present in person or represented by proxy and entitled to vote at the meeting.

Each other matter to be voted upon at the meeting requires the affirmative vote of a majority of the votes cast by the holders of shares of common stock present in person or represented by proxy and entitled to vote at the meeting.

What are “Broker non-votes”?

Under the rules of the NYSE, brokers holding shares for customers have authority to vote on certain matters even if the broker has not received instructions from the customer, but they do not have such authority as to other matters. For the questions on the agenda for this year’s Annual Meeting, member firms of the NYSE may vote without specific instructions from beneficial owners on the ratification of the selection of auditors, but not on the election of directors or the approval of the compensation paid by the Company to certain executive officers.

“Broker non-votes” are shares held in record name by brokers or nominees, as to which the broker or nominee (i) has not received instructions from the beneficial owner or person entitled to vote, (ii) does not have discretionary voting power under NYSE rules or the document under which it serves as broker or nominee, and (iii) has indicated on the proxy card, or otherwise notified us, that it does not have authority to vote the shares on the question.

What will be the effect of abstentions and broker non-votes?

Stockholders may abstain from voting on any proposal expected to be brought before the meeting.

Abstentions and broker non-votes will have no effect on the election of directors, as each nominee will be elected if the number of votes cast in favor of such nominee exceeds the number of votes cast against such nominee. Abstentions are not treated as votes cast.

Abstentions and broker non-votes will have no effect on any of the other proposals, because they will not count as votes cast for or against the question and will not be included in calculating the number of votes necessary for approval.

What constitutes a quorum for the meeting?

According to the By-laws of Crane Co., a quorum for a meeting of stockholders consists of the holders of a majority of the shares of common stock issued and outstanding and entitled to vote, present in person or by proxy. On the Record Date there were 59,198,459 shares of common stock issued and outstanding, so at least 29,599,230 shares must be represented at the meeting for business to be conducted. If a quorum does not attend or is not represented, the Annual Meeting will have to be postponed.

Shares of common stock represented by a properly signed and returned proxy are treated as present at the Annual Meeting for purposes of determining a quorum, whether the proxy is marked as casting a vote or abstaining. Shares represented by “broker non-votes” are also treated as present for purposes of determining a quorum.

Who will count the votes?

A representative of our transfer agent, Computershare Trust Company, N.A., will tabulate the votes.

How can I cast my vote?

You can vote by completing and mailing the enclosed proxy. We ask you to mark your choices, sign, date, and return the proxy as soon as possible in the enclosed postage prepaid envelope.

All stockholders of record, and many street name holders, can also give voting instructions at the website www.investorvote. com/cr using the instructions on the enclosed proxy card, or by touchtone telephone from the United States and Canada using the toll-free number listed on the proxy card, proving their identity by using the Personal Identification Number shown on the card. Both procedures allow stockholders to appoint the designated proxies to vote their shares and to confirm that their instructions have been properly recorded.

72      Crane Co.

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Questions and Answers About these Proxy Materials

You can attend the Annual Meeting and vote your shares in person; if you do, you should bring the enclosed proxy card with you as proof of the number of shares you owned on the Record Date.

What if I submit a proxy but don’t mark it to show my preferences?

If you return a properly signed proxy without marking it, it will be voted in accordance with the Board’s recommendations on all proposals.

What if I submit a proxy and then change my mind?

If you submit a proxy, you can revoke it at any time before it is voted by submitting a written revocation to the Corporate Secretary, or by submitting a new proxy, or by voting in person at the Annual Meeting. However, if you have shares held through a brokerage firm, bank, or other custodian, you can revoke an earlier proxy only by following the custodian’s procedures.

Who is paying for this solicitation of proxies?

Crane Co. will pay the cost of this solicitation of proxies for the Annual Meeting. In addition to soliciting proxies through the mail using this Proxy Statement, we may solicit proxies by telephone, facsimile, electronic mail, and personal contact. These solicitations will be made by our regular employees without additional compensation. We have also engaged Alliance Advisors LLC to assist in this solicitation of proxies, and we have agreed to pay that firm approximately $15,000. Banks, brokerage houses, and other institutions, nominees, and fiduciaries will be asked to forward the proxy materials to the beneficial owners of the common stock they hold of record, and will be reimbursed for their reasonable expenses in forwarding such material.

Where can I learn the outcome of the vote?

The Corporate Secretary will announce the preliminary voting results at the meeting, and we will publish the final results in a Current Report on Form 8-K filed with the Securities and Exchange Commission within four business days after the meeting.

How and when can I propose that an item be considered at next year’s annual meeting and included in next year’s proxy statement?

The By-laws provide that the annual meeting of stockholders will be held on the fourth Monday in April in each year unless otherwise determined by the Board of Directors. Appropriate proposals of stockholders intended to be presented at the 2021 annual meeting must be received for inclusion in the proxy statement and form of proxy relating to that meeting on or before November 13, 2020. In addition, under the By-laws, if stockholders intend to nominate directors or present proposals at the 2020 annual meeting other than through inclusion of such proposals in the proxy materials for that meeting, then Crane Co. must receive notice of such nominations or proposals no earlier than December 27, 2020, and no later than January 27, 2021. If we do not receive notice by that date, then such proposals may not be presented at the 2021 Annual Meeting.

* * * * *

We urge stockholders who do not expect to attend in person to sign, date, and return the enclosed proxy in the envelope provided, or to use the internet address or the toll-free telephone number on the enclosed proxy card. In order to avoid unnecessary expense, we ask your cooperation in voting your proxy promptly, no matter how large or how small your holdings may be.

2020 Proxy Statement     73

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This Proxy Statement contains information about Crane Co., some of which includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements other than historical information or statements about our current condition. You can identify forward-looking statements by the use of terms such as “believes,” “contemplates,” “expects,” “may,” “could,” “should,” “would,” or “anticipates,” other similar phrases, or the negatives of these terms.

Reference herein to “Crane,” “the Company,” “we,” “us” and “our” refer to Crane Co. and its subsidiaries unless the context specifically states or implies otherwise.

We have based the forward-looking statements relating to our operations on our current expectations, estimates and projections about us and the markets we serve. We caution you that these statements are not guarantees of future performance and involve risks and uncertainties. In addition, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. There are a number of other factors that could cause actual results or outcomes to differ materially from those addressed in the forward-looking statements. The factors that we currently believe to be material are detailed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission and are incorporated by reference herein.

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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

2020 Annual Meeting Proxy Card

▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

A

Proposals — The Board of Directors recommends a vote FOR all the nominees listed, FOR Proposal 2 and FOR Proposal 3.

1. Election of Directors:

For

Against

Abstain

For

Against

Abstain

For

Against

Abstain

01 - Martin R. Benante

☐

☐

☐

02 - Donald G. Cook

☐

☐

☐

03 - Michael Dinkins

☐

☐

☐

04 - Ronald C. Lindsay

☐

☐

☐

05 - Ellen McClain

☐

☐

☐

06 - Charles G. McClure, Jr.

☐

☐

☐

07 - Max H. Mitchell

☐

☐

☐

08 - Jennifer M. Pollino

☐

☐

☐

09 - James L. L. Tullis

☐

☐

☐

B

Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below.		Signature 1 — Please keep signature within the box.		Signature 2 — Please keep signature within the box.
/      /

036R1B

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INVESTOR INFORMATION

Visit our website at www.craneco.com where you will find detailed information about the Company, its business segments and its financial performance. All of this information, including annual reports, SEC filings, earnings, news and dividend releases, can be bookmarked, printed or downloaded from this site.

You may automatically receive email notification of Crane Co. news, SEC filings, and daily closing stock price by clicking “Investors” and then “Investor Alerts” at www.craneco.com. Once your name has been added to our distribution list, the Company will automatically email you news and information as it is released.

You may also listen to all earnings releases, dividend releases, corporate news and other important announcements 24 hours a day, seven days a week, on demand by dialing our Crane Co. Shareholder Direct Information Line toll-free at 1-888-CRANE-CR (1-888-272-6327).

ELECTRONIC DELIVERY OF PROXY MATERIALS

Shareholders can elect to receive Proxy Materials (proxy statement, annual report and proxy card) over the internet instead of receiving paper copies in the mail. If you are a registered shareholder and wish to consent to electronic delivery of Proxy Materials, you may register your authorization at www.computershare.com/investor.

You can locate your account number on your stock certificate, dividend check or plan statement.

▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

CRANE CO.

Annual Meeting of Stockholders April 27, 2020

Proxy Solicited by Board of Directors for Annual Meeting

The undersigned does hereby appoint and constitute M. H. Mitchell and A. M. D’Iorio and each of them, true and lawful agents and proxies of the undersigned, with full power of substitution, and hereby authorizes each of them to vote, as directed on the reverse side of this card, or, if not so directed, in accordance with the Board of Directors’ recommendations, all shares of Crane Co. held of record by the undersigned at the close of business on February 28, 2020 at the Annual Meeting of Stockholders of Crane Co. to be held at 100 First Stamford Place, Ground Floor Conference Room, Stamford, Connecticut 06902 on Monday, April 27, 2020 at 10:00 a.m., Eastern Daylight Time, or at any adjournment thereof, with all the powers the undersigned would possess if then and there personally present, and to vote, in their discretion, upon such other matters as may come before said meeting.

This proxy also covers all shares, if any, for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, Trustee of the Crane Co. Savings and Investment Plan. If voting instructions for such Savings and Investment Plan shares are not received by the proxy tabulator by April 20, 2020 it will be treated as directing the Plan’s Trustee to vote shares held in the Plan in the same proportion as the shares for which the Trustee has received timely instructions from others who do vote.

You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The Proxies cannot vote your shares unless you sign and return this card or use the toll-free telephone number or internet website on the reverse side.

This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted FOR election of all nominees, FOR Proposal 2 and FOR Proposal 3.

(Items to be voted appear on reverse side)

C

Non-Voting Items

Change of Address — Please print new address below.

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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.

2020 Annual Meeting Proxy Card

	▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

A

Proposals — The Board of Directors recommends a vote FOR all the nominees listed, FOR Proposal 2 and FOR Proposal 3.

1. Election of Directors:

For

Against

Abstain

For

Against

Abstain

For

Against

Abstain

01 - Martin R. Benante

☐

☐

☐

02 - Donald G. Cook

☐

☐

☐

03 - Michael Dinkins

☐

☐

☐

04 - Ronald C. Lindsay

☐

☐

☐

05 - Ellen McClain

☐

☐

☐

06 - Charles G. McClure, Jr.

☐

☐

☐

07 - Max H. Mitchell

☐

☐

☐

08 - Jennifer M. Pollino

☐

☐

☐

09 - James L. L. Tullis

☐

☐

☐

For

Against

Abstain

For

Against

Abstain

2.

Ratification of selection of Deloitte & Touche LLP as independent auditors for the Company for 2020.

☐

☐

☐

3.

Say on Pay - An advisory vote to approve the compensation paid to certain executive officers.

☐

☐

☐

B

Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below.		Signature 1 — Please keep signature within the box.		Signature 2 — Please keep signature within the box.
/      /

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INVESTOR INFORMATION

Visit our website at www.craneco.com where you will find detailed information about the Company, its business segments and its financial performance. All of this information, including annual reports, SEC filings, earnings, news and dividend releases, can be bookmarked, printed or downloaded from this site.

You may automatically receive email notification of Crane Co. news, SEC filings, and daily closing stock price by clicking “Investors” and then “Investor Alerts” at www.craneco.com. Once your name has been added to our distribution list, the Company will automatically email you news and information as it is released.

You may also listen to all earnings releases, dividend releases, corporate news and other important announcements 24 hours a day, seven days a week, on demand by dialing our Crane Co. Shareholder Direct Information Line toll-free at 1-888-CRANE-CR (1-888-272-6327).

ELECTRONIC DELIVERY OF PROXY MATERIALS

Shareholders can elect to receive Proxy Materials (proxy statement, annual report and proxy card) over the internet instead of receiving paper copies in the mail. If you are a registered shareholder and wish to consent to electronic delivery of Proxy Materials, you may register your authorization at www.computershare.com/investor.

You can locate your account number on your stock certificate, dividend check or plan statement.

	▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

CRANE CO.

Annual Meeting of Stockholders April 27, 2020

Proxy Solicited by Board of Directors for Annual Meeting

The undersigned does hereby appoint and constitute M. H. Mitchell and A. M. D’Iorio and each of them, true and lawful agents and proxies of the undersigned, with full power of substitution, and hereby authorizes each of them to vote, as directed on the reverse side of this card, or, if not so directed, in accordance with the Board of Directors’ recommendations, all shares of Crane Co. held of record by the undersigned at the close of business on February 28, 2020 at the Annual Meeting of Stockholders of Crane Co. to be held at 100 First Stamford Place, Ground Floor Conference Room, Stamford, Connecticut 06902 on Monday, April 27, 2020 at 10:00 a.m., Eastern Daylight Time, or at any adjournment thereof, with all the powers the undersigned would possess if then and there personally present, and to vote, in their discretion, upon such other matters as may come before said meeting.

This proxy also covers all shares, if any, for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, Trustee of the Crane Co. Savings and Investment Plan. If voting instructions for such Savings and Investment Plan shares are not received by the proxy tabulator by April 20, 2020 it will be treated as directing the Plan’s Trustee to vote shares held in the Plan in the same proportion as the shares for which the Trustee has received timely instructions from others who do vote.

You are encouraged to specify your choices by marking the appropriate boxes (SEE REVERSE SIDE), but you need not mark any boxes if you wish to vote in accordance with the Board of Directors’ recommendations. The Proxies cannot vote your shares unless you sign and return this card.

This proxy, when properly executed, will be voted in the manner directed herein. If no direction is made, this proxy will be voted FOR election of all nominees, FOR Proposal 2 and FOR Proposal 3.

(Items to be voted appear on reverse side)

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