Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 ☐ Preliminary Proxy Statement

 ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

 ☐ Definitive Additional Materials

 ☐ Soliciting Material Pursuant to §240.14a-12

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

 ☐ Fee paid previously with preliminary materials.

 ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

CRANE NXT, CO.

Dear Fellow Stockholders:

Crane NXT, Co. (“Crane NXT” or the “Company”) cordially invites you to attend its virtual Annual Meeting of Stockholders, which will be held online via live webcast at 10:00 a.m. Eastern Daylight Time, on Thursday, May 23, 2024. There will be no physical location for the Annual Meeting. Crane NXT stockholders will be able to attend the Annual Meeting online, and, with the control number appearing on your notice of Internet availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials, vote shares electronically and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/CXT2024 at the meeting date and time.

The Notice of Annual Meeting and Proxy Statement on the following pages describe the matters to be presented at the meeting. There will also be an opportunity to ask questions regarding Crane NXT and its activities.

It is important that your shares be represented at the meeting, regardless of the size of your holdings. If you are unable to attend, I urge you to participate by voting your shares by proxy. You may do so by using the internet address or the toll-free telephone number set forth in this Proxy Statement, or by requesting a printed copy of the proxy materials and completing and returning by mail the proxy card you receive in response to your request.

Sincerely,

 

John S. Stroup

Chairman of the Board

April 11, 2024

The 2024 ANNUAL MEETING OF STOCKHOLDERS OF CRANE NXT, CO. will be held virtually for the following purposes:

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and we encourage you to read the entire Proxy Statement before voting.

As stated in our Corporate Governance Guidelines, the Board is responsible for helping to create a culture of high ethical standards and is committed to continually improving its corporate governance process, practices and procedures. Accordingly, the Board has adopted the following best practices in corporate governance.

The Management Organization and Compensation Committee is firmly committed to implementing an executive compensation program that aligns management and stockholder interests, encourages executives to drive long-term sustainable success of the Company and stockholder value creation, and helps attract, motivate and retain key leadership talent to increase stockholder value. Our executive compensation program is designed to further such commitment and includes significant performance metrics that are linked to achievement of pre-established financial and strategic goals which are directly tied to our overall business strategy.

In fiscal 2023, our executive compensation program consisted of base salary, annual incentive bonus, and equity compensation. Our annual cash bonus opportunities are designed to drive pre-established annual Company and business performance goals, while long-term performance-based equity awards are designed to drive stockholder value creation and align our executive officer’s interests with stockholder interests.

Our executive compensation policies and practices are designed to reinforce our pay for performance philosophy and align with sound governance principles. Listed below are highlights of our fiscal 2023 executive compensation policies and practices:

 

Our Corporate Governance Guidelines (the “Guidelines”) provide that the Board should generally have from nine to twelve directors, a substantial majority of whom must qualify as independent directors under the listing standards of the NYSE. In addition, the Guidelines provide that any director who has attained the age of 75 as of the record date for the annual meeting of stockholders shall tender his or her resignation from the Board.

The Board currently consists of ten members. Max Mitchell has notified the Board that he will not stand for reelection at the Annual Meeting. Accordingly, his term will expire at the conclusion of the Annual Meeting. The remaining nine directors whose terms will expire at the time of the Annual Meeting, but will serve until their successors are duly elected and qualified, are Michael Dinkins, William Grogan, Sandra Joyce, Cristen Kogl, Ellen McClain, David D. Petratis, Aaron W. Saak, John S. Stroup, and James L. L. Tullis. The Board has nominated each of these nine directors for re-election by the stockholders for a one-year term to expire at the 2025 annual meeting of stockholders. The Board has determined that all director nominees other than Mr. Saak are independent.

James L.L. Tullis had attained the age of at least 75 as of the Record Date and, in accordance with the Company’s director retirement policy, offered to resign. The Nominating and Governance Committee reviewed, in consultation with the Chairman of the Board and the CEO, Mr. Tullis’ suitability for continued service as a director and determined that his age will not impair his ability to be an effective contributor to the Board process. The Nominating and Governance Committee recommended that the Board reject Mr. Tullis’ offer to resign from the Board, and the Board rejected Mr. Tullis’ offer to resign.

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

Criteria for Board membership take into account skills, expertise, integrity, diversity in thought, ethnicity, gender, and other qualities which are expected to enhance the Board’s ability to manage and direct Crane NXT’s business and affairs. In general, nominees for director should have an understanding of the workings of large business organizations such as Crane NXT and senior level executive leadership experience. In addition, nominees should have the ability to make independent, analytical judgments, and 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.

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

Our Board takes an active and thoughtful approach to board composition and is focused on building and maintaining a diverse board. In conducting its annual review of director skills and Board composition, the Nominating and Governance Committee determined and reported to the Board its judgment that the Board as a whole demonstrates a diversity of organizational and professional experience, education, skills, and other personal qualities and attributes that enable the Board to perform its duties in a highly effective manner.

Our individual Board members have a wide range of skills and experience from within and outside our industry, giving them diverse perspectives from which to oversee the Company’s strategy. Our Board members possess expertise in, among other things, acquisitions and other business combinations, diversified industrial operations and manufacturing, international business, corporate finance, human capital management, legal and compliance, and organizational leadership.

The Board Composition and Board Skills and Experience sections above reflect the Board’s nine director nominees.

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

 

The listing standards of the NYSE, as well as Crane NXT’s Corporate Governance Guidelines, require that a majority of the Board be comprised of independent directors. In order for a director to qualify as independent, the Board must affirmatively determine that the director has no material relationship with Crane NXT. The Board has adopted the standards set forth below in order to assist the Nominating and Governance Committee and the Board itself in making determinations of director independence. Any of the following relationships would preclude a director from qualifying as an independent director:

The existence of any relationship of the type referred to above, but at a level lower than the thresholds referred to, does not, if entered into in the ordinary course of business, preclude a director from being independent. The Nominating and Governance Committee and the Board review all relevant facts and circumstances before concluding that a relationship is not material or that a director is independent. Specifically, the Committee’s evaluation process includes the review of (i) direct and indirect relationships between directors and the Company, (ii) a report of transactions with director affiliated entities, (iii) director responses to annual questionnaires, and (iv) Code of Business Conduct and Ethics compliance certifications.

Crane NXT’s Standards for Director Independence, along with its Corporate Governance Guidelines and Code of Business Conduct and Ethics, which apply to Crane NXT’s directors and to all officers and other employees, including our Chief Executive Officer, Chief Financial Officer and Controller, are available on our website at www.investors.cranenxt.com/governance. See “Code of Business Conduct and Ethics” below.

The Nominating and Governance Committee has reviewed whether any of the directors (other than Mr. Saak, who is the Company’s current Chief Executive Officer, and Mr. Mitchell, who served as Chief Executive Officer until the completion of the separation transaction on April 3, 2023, and therefore are not independent as a threshold matter) has any relationship that, in the opinion of the Committee, (i) is material (either directly or as a partner, stockholder, director, or officer of an organization that has a relationship with Crane NXT) and, as such, would be reasonably likely to interfere with the exercise by such person of independent judgment in carrying out the responsibilities of a director or (ii) would otherwise cause such person not to qualify as an “independent” director under the rules of the NYSE and, in the case of members of the Audit Committee and the Management Organization and Compensation Committee, the additional requirements under Sections 10A and 10C, respectively, of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the associated rules. With regard to Messrs. Stroup and Tullis and Ms. McClain, all of whom also serve as directors of Crane Company, the Nominating and Governance Committee considered the payments made to the Company by, and the payments made by the Company to, Crane Company for transition services, repayment for third party invoices paid by the other party and tax-related obligations under agreements entered into in connection with the separation transaction. Among other things, the Nominating and Governance Committee considered that those directors do not exert influence on the transactions, that such payments were on standard, previously negotiated terms that are consistent with such terms for similar spin-off transactions, and that such payments would not reasonably be expected to impact the directors’ exercise of his or her fiduciary duties or independent judgment. The Nominating and Governance Committee accordingly recommended that the Board determine that, other than Mr. Saak and Mr. Mitchell, all of Crane NXT’s current directors and all persons who served as a director of Crane NXT at any time during 2023 are independent in accordance with the foregoing standards, and the Board has reviewed and approved director independence based on the recommendation of the Nominating and Governance Committee.

Each director who has attained the age of at least 75 as of the record date for an annual meeting of stockholders is required to tender his or her resignation from the Board. The Corporate Governance Guidelines also require a director to tender his or her resignation from the Board if there is a significant change in his or her primary job responsibilities that could impact their ability to be an effective contributor to the Board. The Nominating and Governance Committee then makes a recommendation to the Board, based on a review of all the circumstances, whether the Board should accept the resignation or ask the director to continue on the Board. Mr. Tullis had attained the age of at least 75 as of the Record Date and, in accordance with the Company’s Director retirement policy, offered to resign. The Nominating and Governance Committee reviewed, in consultation with the Chairman of the Board and the CEO, Mr. Tullis’ suitability for continued service as a director and determined that his age will not impair his ability to be an effective contributor to the Board process. The Nominating and Governance Committee recommended that the Board reject Mr. Tullis’ offer to resign from the Board, and the Board rejected Mr. Tullis’ offer to resign.

The Nominating and Governance Committee will, from time to time, seek to identify potential candidates for director to sustain and enhance the composition of the Board with an appropriate balance of knowledge, experience, skills, expertise, and diversity of thought, ethnicity, and gender, to enable Crane NXT to formulate and implement its strategic plan. In its most recent director search, the Committee focused in particular on unique skills and increasing gender diversity. In its search process, the Committee will consider potential candidates proposed by other members of the Board, by management, or by stockholders, and the Committee has the sole authority to retain a search firm to assist in this process, at Crane NXT’s expense. The Committee’s evaluation process assesses candidates in accordance with the procedure, and based on the criteria, set forth in the Company’s Corporate Governance Guidelines. This process does not vary based on whether or not a prospective candidate is recommended by a stockholder.

In considering candidates submitted by stockholders, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. A stockholder proposing to nominate a director must provide certain information about the nominating stockholder and the director nominee, including the required information set forth in our By-laws (as defined below). Such notice must also be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director, if elected. A complete description of the requirements relating to a stockholder nomination is set forth in our By-laws (as defined below).

Any stockholder recommendation for next year’s annual meeting, together with the information described above, must be sent to the Corporate Secretary at 950 Winter Street, 4^th Floor North, Waltham, MA 02451 and, in order to allow for timely consideration, must be received by the Corporate Secretary not less than 90 days nor more than 120 days prior to May 23, 2025.

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

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

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 at least annually and receives periodic updates from individual businesses on their strategic plans at other regularly scheduled Board meetings throughout the year. The Board provides insight and feedback to senior management on the Company’s strategic direction. The Board also monitors and evaluates, with the assistance of the Chief Executive Officer, the Company’s strategic results, and approves all material capital allocation decisions.

ESG strategies and initiatives are overseen by the Board. Our Board takes an active role in its oversight by reviewing ESG matters relevant to the Company’s business, including environmental sustainability, corporate governance and diversity, equity, and inclusion. At least annually, the Board receives a comprehensive review of management’s plan for the Company with respect to its ESG program.

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 material litigation, regulatory and compliance matters. The Audit Committee receives presentations from management regarding significant legal matters and legal compliance on a quarterly basis. The Company’s independent auditors, Chief Financial Officer and Chief Audit Executive have regular independent communications with the Audit Committee. The Chair of the Audit Committee 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, pending and proposed acquisition and divestiture transactions (each of which must be approved by the Board before completion), capital expenditures (material capital expenditures require Board approval), 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”.

 

We have a comprehensive Intellectual Capital (“IC”) process at Crane NXT that encompasses careful and rigorous talent selection, systematic training and personalized development, and an annual assessment of performance and potential. Our Board and the Management Organization and Compensation Committee take an important role in our human capital management and the IC process. The Management Organization and Compensation Committee has the primary responsibilities for (i) assuring that the Company’s management development and succession planning policies and procedures are sound and effective, (ii) evaluating the performance of the Chief Executive Officer and other members of senior management, and (iii) regularly reporting its findings and recommendations to the Board. A key element of the IC process is the identification of management succession needs and opportunities, whether arising from natural career growth and development, voluntary turnover, retirements, or other causes. Such management succession planning forms part of our annual strategy review process for each of our businesses, and the senior management levels are reviewed with the Board annually. The Board’s oversight and involvement in the annual review of senior management level succession needs and opportunities promotes the identification and development of a pipeline of strong performance-focused senior leaders that possess diverse skills and talents.

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, any individual director or any group or committee of directors, correspondence should be addressed to the Board or any individual director or group or committee of directors by either name or title. All such correspondence should be sent to Crane NXT c/o Corporate Secretary, 950 Winter Street, 4^th Floor North, Waltham, MA 02451. To communicate with any of our directors electronically, stockholders should use the following e-mail address: corpsec@cranenxt.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 NXT or stock-related matters, the Corporate Secretary’s office may handle the inquiry directly. In the case of communications to the Board or any group or committee of directors, the Corporate Secretary’s office will make sufficient copies of the contents to send to each director who is a member of the group or committee to which the communication is addressed.

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. Prior to the separation transaction, these leadership roles were filled separately by our non-employee Chairman of the Board, James L. L. Tullis, who possesses extensive experience with the Company and its operations, and by our Chief Executive Officer, Max H. Mitchell. Since the closing of the separation transaction, these leadership roles continue to be filled separately by our non-employee Chairman of the Board, John S. Stroup, who has extensive industry experience and public company board service, and by our Chief Executive Officer, Aaron W. Saak. To assist in defining this leadership structure, the Board adopted a position description for the role of the non-employee Chairman of the Board, which is incorporated into our Corporate Governance Guidelines. The principal duties are as follows:

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

The Board has established an Audit Committee, a Management Organization and Compensation Committee, a Nominating and Governance Committee, and an Executive Committee.

All regularly scheduled meetings of the Board during 2023 included executive sessions without management present, presided over by James L. L. Tullis, Chairman of the Board prior to the separation transaction, and John S. Stroup, Chairman of the Board following the separation transaction. Crane NXT’s Corporate Governance Guidelines require our non-management directors to meet in executive session without management on a regularly scheduled basis, but not less than two times a year. The Chairman of the Board presides at executive sessions, unless he or she is a member of management, in which case the presiding person at executive sessions rotates on an annual basis among the Chairs of the Nominating and Governance Committee, the Audit Committee, and the Management Organization and Compensation Committee. If the designated person is not available to chair an executive session, then the non-management directors select a non-management director to preside.

The Board met nine times during 2023. Each director attended at least 75% of the aggregate of the total number of meetings of the Board (held during the period for which they were a director) and the committees of the Board on which they served (held during the periods that they served). In addition, it is Crane NXT’s policy that each of our directors attend our annual meetings either in person, virtually or telephonically. All then serving members of the Board were present at the 2023 annual meeting.

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

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.

Crane NXT is committed to conducting its business in compliance with all applicable laws, rules and regulations and in accordance with the highest standards of business ethics. Accordingly, the directors, officers and all Company employees are required to act in accordance with Crane NXT’s Code of Business Conduct and Ethics. Our Code of Business Conduct and Ethics covers many areas of professional ethical conduct, including the protection and proper use of Company assets, confidentiality, conflicts of interest, compliance with laws and fair dealing with competitors, employees and other Company stakeholders. A copy of the Code of Business Conduct and Ethics is available on our website at www.investors.cranenxt.com/governance.

Crane NXT has established two written conflicts of interest policies: one to which all officers and salaried employees are subject, and one 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, and may, in his or her discretion, refer the question to the Audit Committee, which is responsible for reviewing significant conflicts of interest involving directors or executive officers and/or the Nominating and Governance Committee, which is responsible for reviewing director nominee independence requirements. The respective Committees will review the facts and make a recommendation to the Board. All directors, executive officers, and other salaried employees are required to certify in writing each year whether they are personally in compliance with the applicable conflicts of interest policy, and 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 to disclose 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 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 SEC rules.

In 2023, Crane NXT paid approximately $4.1 million to, and received approximately $20.6 million from, Crane Company, where Messrs. Mitchell, Stroup and Tullis and Ms. McClain are directors, and Mr. Mitchell is the President and CEO, for transition services, repayment for third party invoices paid by the other party, and tax-related obligations, under the Separation and Distribution Agreement, the Transition Services Agreement, and the Tax Matters Agreement, each entered into between Crane NXT and Crane Company in connection with the separation transaction on April 3, 2023. These amounts in the aggregate constitute approximately 1.8% of Crane NXT’s gross revenue for 2023.

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

We maintain insider trading policies and procedures governing the purchase, sale, and other dispositions of Company securities that are applicable to the Company itself, all of our directors, officers and employees, all contractors of the Company and all members of their immediate families and households. Our insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards.

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

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

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

No meeting fees will be paid unless the total number of meetings exceeds three more than the regularly scheduled meetings of the Board and the relevant committees. No meeting fees were paid in 2023. For Mr. Tullis, who served as the non-employee Chairman of the Board until the closing of the separation transaction on April 3, 2023, the incremental retainer for his Chairmanship was $135,000 per year, prorated for his time as non-employee Chairman of the Board in 2023. In 2023, the Company also maintained a time-sharing agreement with Mr. Tullis under which he was permitted personal use of the corporate aircraft, in exchange for full reimbursement to the Company of the aggregate incremental cost of such use, such that such use did not entail any aggregate incremental costs to the Company. The agreement terminated in connection with the closing of the separation transaction. See “Employee Benefits and Perquisites” below for more information.

The Management Organization and Compensation Committee has the primary responsibility for reviewing and recommending to the Board any revisions to our director compensation program. In 2023, the Management Organization and Compensation Committee reviewed and considered the results of an independent analysis completed by Frederic W. Cook & Co., Inc. (“FW Cook”). As part of this analysis, FW Cook reviewed non-employee director compensation trends and data from the compensation peer group companies listed in the Compensation Consultant and Market Data section below (the compensation peer group was not modified in 2023). Following such review and consideration, the Committee recommended, and the Board approved in November 2023, the following changes to the director compensation program, effective immediately. The annual Board retainer for non-employee directors was increased from $230,000 to $235,000 (this is reflected in an increase from $140,000 to $145,000 in the value of the annual DSUs). In addition, the retainer for the Chair of the Management Organization and Compensation Committee increased from $17,500 to $20,000 per year. All changes were intended to align the program with the peer group median.

DSUs are issued each year, generally as of the date of the annual meeting and pro rata if necessary; are forfeitable if the director ceases to remain a director until Crane NXT’s next annual meeting, except in the case of death, disability, or change in control; and entitle the director to receive an equivalent number of shares of Crane NXT stock, plus accumulated dividends, upon the director’s ceasing to be a member of the Board. The DSUs issued in 2023 are disclosed below.

In connection with the separation transaction in April 2023, each outstanding Crane NXT DSU was converted to a number of Crane NXT DSUs and Crane Company DSUs, with substantially the same terms and conditions as the original Crane NXT DSU. The converted awards had, in the aggregate, the same economic value as the original Crane NXT DSU. The conversion did not entail an incremental accounting charge and was intended to maintain the approximate intrinsic value of existing equity awards in connection with the separation transaction.

The Board has adopted stock ownership guidelines that require each director to hold shares of Crane NXT stock having a fair market value not less than five times the cash portion of the annual retainer for directors (currently $90,000). A director must have attained this ownership level by the fifth anniversary of his or her first election as a director. As of the Record Date, all directors who had attained their fifth anniversary of service were in compliance with this ownership guideline. Vested and unvested DSUs count towards ownership.

The following table shows the actual 2023 compensation of all directors. In accordance with SEC regulations, the table excludes Mr. Saak and Mr. Mitchell, whose compensation is shown in the 2023 Summary Compensation Table below.

 

The Board proposes and recommends that the stockholders ratify the Audit Committee’s selection of the firm of Deloitte & Touche LLP as independent auditors for Crane NXT, Co. for 2024. Deloitte & Touche LLP has been the Company’s independent auditor since 2022. Although ratification of this selection is not required by law, the Board believes ratification is desirable as a matter of good corporate governance. If the stockholders do not ratify the selection of Deloitte & Touche LLP, the Audit Committee will reconsider the appointment of Deloitte & Touche LLP as the Company’s independent auditor. We expect that representatives of Deloitte & Touche LLP will attend the Annual Meeting, where they will have an opportunity to make a statement if they wish to do so and to respond to appropriate questions.

Unless otherwise directed by the stockholders, proxies that are properly executed and returned or submitted electronically will be voted for approval of the ratification of Deloitte & Touche LLP to audit our consolidated financial statements for 2024.

The Audit Committee (the “Committee”) is responsible to select, in its sole discretion, the firm of independent auditors to audit the Company’s financial statements for each fiscal year. The Committee is also 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 the Company’s independent auditors.

Set forth below is a summary of the fees for the years ended December 31, 2023, and 2022 to the Company’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates:

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

 

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

The members of the Committee are not professionally engaged in the practice of auditing or accounting and are not, and do not represent themselves to be, performing the functions of auditors or accountants. 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 the Company’s financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States), that the financial statements are presented in accordance with generally accepted accounting principles, or that Crane’s auditors are in fact “independent.”

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

The Committee reviewed and discussed the audited financial statements of the Company as of and for the year ended December 31, 2023, with management and the independent auditors. Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, its internal controls and financial reporting process and the procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Company’s independent auditors are responsible for performing an independent audit of the Company’s financial statements and expressing an opinion as to their conformity with generally accepted accounting principles.

Based on the above-mentioned review and discussions with the independent auditors, the Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2023, for filing with the SEC.

The Committee approved a policy regarding services by the Company’s independent auditors, effective January 1, 2003. Under this policy, the independent auditors are prohibited from performing certain services in accordance with Section 202 of the Sarbanes-Oxley Act of 2002. With respect to non-prohibited services to be provided by the independent auditors, the policy requires that a budget for such services be prepared by management and approved by

the Committee at the beginning of each fiscal year, and any expenditure outside of the budget must also be approved by the Committee in advance. Pursuant to this policy, the Committee reviewed and approved the budget for the audit and other services to be provided by Deloitte & Touche LLP in 2024. The Committee also approved the reappointment of Deloitte & Touche LLP to serve as independent auditors; the Board concurred in such appointment and directed that this action be presented to stockholders for ratification.

Submitted by:

The Audit Committee of the

Board of Directors of Crane NXT, Co.

on February 20, 2024

Michael Dinkins, Chair

William Grogan

David D. Petratis

John S. Stroup

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

 

As required by SEC rules, we are asking our stockholders to approve, on an advisory, non-binding basis, the compensation of our named executive officers (“NEOs”) as disclosed in the “Compensation Discussion and Analysis”, the compensation tables and the related narratives below. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all of our NEOs and the philosophy, policies and practices described in this proxy statement. Based on the recommendation of stockholders at the Company’s 2023 annual meeting of stockholders, and the Board’s consideration of that recommendation, the Company has determined that it will hold a non-binding advisory vote to approve the compensation paid by the Company to its named executive officers every year. The next stockholder vote to recommend the frequency of such votes is anticipated to be the Company’s 2029 annual meeting of stockholders. The Say-on-Pay vote is advisory, and therefore is not binding on us, our Management Organization and Compensation Committee or our Board. The Say-on-Pay vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Management Organization and Compensation Committee will consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board and our Management Organization and Compensation Committee value the opinions of our stockholders. To the extent there is any significant vote against the NEO compensation as disclosed in this proxy statement, we will endeavor to engage with stockholders to better understand the concerns that influenced the vote and consider our stockholders’ concerns. The Management Organization and Compensation Committee will evaluate whether any actions are necessary to address those concerns.

We believe that the compensation of our named executive officers is:

We recommend that our stockholders vote “FOR” the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby 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.

 

This section of the Proxy Statement explains how, under the guidance of our Management Organization and Compensation Committee (the “Committee” or “Compensation Committee”), our executive compensation program is designed and operated with respect to our “named executive officers” or “NEOs,” whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement. Pursuant to SEC regulations, for 2023, our NEOs include the pre- and post-separation executive officers listed below.

This Compensation Discussion & Analysis summarizes the compensation decisions made by Crane NXT in 2023, reflecting the performance of the Company and the compensation paid to its NEOs during that fiscal year. It is important to note that, as of the closing of the separation transaction on April 3, 2023, Messrs. Mitchell and Maue were employed by Crane Company and no longer employed with Crane NXT. Accordingly, they no longer earned compensation as employees of Crane NXT.

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:

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

We design our performance-based incentive compensation so that variation in performance will result in meaningful variation in the earned compensation paid to our NEOs. Thus, actual compensation amounts will vary above or below targeted levels depending on performance of the Company.

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

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

Base salaries for certain named executive officers were increased in early 2023 in connection with annual merit increases and to remain within a competitive range of median levels in competitive market data provided by the Committee’s independent compensation consultant, FW Cook. Mr. Saak’s base salary was not adjusted because it was established when he was hired in November 2022. In light of the then-pending separation transaction, Mr. Mitchell’s compensation was also not adjusted so that it could be reassessed by the Board of Crane Company (where he now serves as President and Chief Executive Officer). The following table lists the annual base salary rates as of the end of fiscal 2022 and 2023 (or, if applicable, the NEO’s last day of employment in the relevant fiscal year):

We pay our named executive officers cash bonuses based on the attainment of Company performance goals established near the beginning of the year and an assessment of performance conducted near the beginning of the next year.

Early in the year, the Committee establishes and approves the annual target bonus objectives and award opportunities for each of our NEOs, subject to review and approval by the Board in the case of the Chief Executive Officer. In making determinations about setting performance targets, the Committee considers a variety of factors including financial elements of the annual operating plan, comparison to prior year results, the general business outlook for the coming year, the opinions of analysts who follow the Company, and comparison to market data.

Our Chief Executive Officer and other officers participate in the discussions regarding annual incentive objectives so they can provide their input and understand the expectations of each incentive plan component. Each participating executive receives a confirmation of his or her annual bonus objectives and payout range after it has been approved by the Committee (or the Board in the case of the Chief Executive Officer).

Target bonus percentages (as a percentage of base salary) for Mr. Gallo and Mr. Mitchell were unchanged from 2022. Target bonus percentages for Mr. Saak, Mr. Igoe and Ms. Kartono were set in connection with their hires (Mr. Saak was not entitled to an annual incentive bonus for 2022 as he joined late in the year). Ms. Cristiano’s target bonus percentage was increased from 50% to 70% in 2023 in connection with her promotion to Senior Vice President, Chief Financial Officer of Crane NXT. Mr. Maue’s target bonus percentage was increased from 80% to 85% in 2023 due to strong performance and his dual role as Chief Financial Officer and operational responsibility for the Aerospace & Electronics segment of the pre-separation company.

Performance metrics for 2023 consisted of adjusted EPS and adjusted free cash flow, weighted 75% / 25% respectively, for the Chief Executive Officer and other NEOs. In addition to the targeted performance goals, for each performance metric, the Committee set minimum, threshold and maximum performance levels, so that actual payouts could range from 0% to 200% of the target award amounts, with linear interpolation between levels.

In February 2023, the Committee established performance metric targets and payout ranges for the Crane NXT portion of the business in anticipation of the then-pending separation transaction. Note that these targets are lower than the pre-separation company’s prior year targets and actuals due to the post-separation company’s smaller size. Actual performance compared to annual incentive objectives for the NEOs were as follows:

In February 2024, the Committee reviewed management’s reports on the performance of the Company in 2023 against the relevant bonus objectives. The calculations resulted in a corporate percentage payout of 123.1% of target. The approved payout percentages and cash bonuses for our NEOs for 2023 are as follows:

The Stock Incentive Plan is used to provide long-term incentive compensation through stock options and PRSUs, as well as retention of employees through TRSUs. We believe that employees who own Crane NXT stock are more motivated to create stockholder value.

The Committee determined an overall target dollar value for long-term equity incentive awards for each of the NEOs. In determining these amounts, the Committee considered the competitive market data compiled by FW Cook, Company and individual performance in 2022, and our historical grant practices including the number of shares and the fair market value of the stock. The Committee then allocated the total target dollar amount among the applicable award types, as follows: for our then Chief Executive Officer (Mr. Mitchell), 55% as PRSUs, 25% as stock options and 20% TRSUs; and for each of the other NEOs (except as described below), 50% as PRSUs, 25% as stock options, and 25% as TRSUs. To determine the target number of PRSUs and the number of stock options and TRSUs, the Committee divided the applicable dollar amount by the closing price of our common stock for the PRSUs and TRSUs and by the Black-Scholes accounting value for the stock options (rounded in each case to the nearest whole share) on the date the awards were granted.

For fiscal year 2023, Mr. Saak received only TRSUs and Options (no PRSUs). This allocation was intended to ensure that Mr. Saak had as much exposure to Crane NXT equity as possible on the date of the separation transaction (this allocation avoided PRSUs, which would have been split into PRSUs on both Crane NXT and Crane Company stock in connection with the separation transaction). In fiscal 2024, consistent with the Company’s historical equity award allocation for CEOs, Mr. Saak’s equity awards were allocated 55% as PRSUs, 25% as stock options and 20% TRSUs. Mr. Igoe and Ms. Kartono were hired after the 2023 annual grant date and received only TRSUs (no PRSUs or Options) to compensate them for imminent compensation opportunities forfeited at their former employers as a result of their transition to the Company. For fiscal year 2024, Mr. Igoe and Ms. Kartono received 50% as PRSUs, 25% as stock options and 25% as TRSUs, consistent with our normal program for a non-CEO named executive officers’ first full year of employment.

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

The values of the PRSUs reflected in the Summary Compensation Table are different from, and higher than, the intended values reflected in the table above. This is because the values reported in the Summary Compensation Table are valued under accounting rules intended to capture the “grant date fair value” of the PRSUs for accounting purposes using a “Monte Carlo” valuation methodology, which is influenced by numerous factors, including interest rates and stock volatility. This “grant date fair value” is used to expense the PRSUs under relevant accounting rules. We believe that the intended values of the PRSUs reflected in the table above are a more accurate representation of the values intended to be delivered to our NEOs.

Fiscal 2023 PRSU Awards. The Committee grants to NEOs and other senior executives PRSUs with three-year performance vesting conditions based on relative total stockholder return as described below, thus directly linking this form of stock-based compensation to returns received by our stockholders relative to comparator industrial technology companies.

The vesting of PRSUs awarded in February 2023 is based on a relative measurement of TSR for the Company from January 1, 2023 through December 31, 2025, compared to TSRs of the other companies in the S&P Midcap 400 Capital Goods Group. The Committee determined to use the S&P Midcap 400 Capital Goods Group (the comparator group) because a larger group (than the peer group discussed below used to benchmark target pay levels) is appropriate for measuring relative TSR over a three-year period because (1) company size is less relevant for TSR comparisons than benchmarking target pay levels, (2) the larger group better represents the broader universe of companies with which the Company competes for investor capital and (3) it is less likely to be meaningfully affected by the loss of comparator group companies during the performance period.

For TSR between the 25th and 50th percentiles and between the 50th and 75th percentiles, the vesting is interpolated on a straight-line basis. If the Company’s absolute TSR for the three-year period is negative, the maximum vesting is capped at target regardless of performance relative to the comparator group companies. In addition, the maximum value

that can be earned under the PRSUs (total shares earned multiplied by the final share price) is capped at four times the original grant value (assuming target performance and using the Company’s stock price on grant date). The Company does not grant dividend equivalents in connection with PRSUs. PRSUs do not count towards ownership for purposes of the Company’s stock ownership guidelines.

Payout of Fiscal 2021 PRSU Awards.

As previously disclosed in the proxy statement filed in 2022, the vesting of PRSUs granted to our then NEOs in 2021 was based on a relative measurement of TSR for the pre-separation entity over the three-year period January 1, 2021, through December 31, 2023, compared to TSRs of the other companies in the S&P Midcap 400 Capital Goods Group. Originally granted in 2021, each such PRSU award was converted into a Crane NXT PRSU award and a Crane Company PRSU award in connection with the separation transaction. The conversion was intended to approximate the intrinsic value of the original PRSU award. To preserve the performance orientation of the program through the separation transaction, the PRSU awards were further adjusted in connection with the separation transaction so that the Crane NXT PRSU award would be earned based on Crane NXT TSR performance, and the Crane Company PRSU award would be earned based on Crane Company TSR performance, in each case over the remainder of the original 3-year performance period. In early fiscal 2024, the Committee determined that the PRSU award on Crane NXT stock was earned at 194.9% of target and the PRSU award on Crane Company stock was earned at 177.6% of target. Despite stock performance above the 75th percentile for each company, the number of shares earned was less than 200% due to application of the cap of four times the original grant value.

Stock options are granted with a per-share exercise price at no less than fair market value on the date of grant. Stock option awards vest in four installments of 25% per year over four years and have 10-year terms. Accordingly, employees can realize a gain only if the share price increases from the date of grant, directly linking this component of incentive compensation to increases in stockholder value. Although broad market dynamics can strongly influence our share price, the Committee believes that granting stock options to our senior level management employees motivates actions that improve the share price, such as profitable sales growth through organic growth as well as acquisitions, improvement in operating margins to generate increased operating profit and drive higher multiple valuations, and prudent use of free cash flow through capital expenditures, dividends, acquisitions, and stock repurchases. The Company does not grant dividend equivalents in connection with options. Stock options do not count towards ownership for purposes of the Company’s stock ownership guidelines.

Like the stock options, the TRSUs granted to our NEOs vest in four installments of 25% per year over four years. Dividends are paid on TRSUs prior to vesting.

Equity awards held by the Company’s NEOs (other than Mr. Saak) and non-employee directors were adjusted in connection with the separation transaction using the “shareholder method”. Under this method, the holder of each pre-separation award was granted an additional award in Crane Company equity covering the same number of shares as the pre-separation award. Option exercise prices were proportionately adjusted to reflect the relative values of each company as of the separation transaction. The adjusted awards are intended to have a combined intrinsic value immediately following the separation transaction approximately equal to the intrinsic value of the corresponding awards immediately before the separation transaction. As noted above, each NEO PRSU award was converted into a Crane NXT PRSU award and a Crane Company PRSU award in connection with the separation transaction. To preserve the performance orientation of the program through the separation transaction, the PRSU awards were further adjusted in connection with the separation transaction so that the Crane NXT PRSU award would be earned based on Crane NXT TSR performance, and the Crane Company PRSU award would be earned based on Crane Company TSR performance, in each case over the remainder of the original 3-year performance period.

For Mr. Saak, to ensure had as much exposure to Crane NXT equity as possible on the date of the separation transaction, his awards were adjusted using the “replacement method”. Under this method, he did not receive Crane Company awards. His original awards were adjusted in connection with the transaction to ensure that the intrinsic values of the awards after the adjustments were approximately equal to the intrinsic values of the corresponding awards immediately before the adjustments.

The vesting and other terms of the adjusted awards remain substantially unchanged. Service with the applicable post-separation employer determines vesting, and the related expense is borne by such post-separation employer.

Unless otherwise noted, information in this Proxy Statement regarding Crane NXT equity awards is presented on a pre-adjusted basis.

The Management Organization and Compensation Committee is responsible for oversight of our named executive compensation program. With respect to the compensation of our Chief Executive Officer, the Committee determines his compensation, subject to review and approval by the Board. With respect to our other named executive officers, the Committee determines their compensation after reviewing the recommendations of the Chief Executive Officer. The Committee administers the Annual Incentive Plan, reviewing and setting the performance targets for the Chief Executive Officer (subject to review and approval by the Board) and other executive officers based on the recommendations of the Chief Executive Officer. The Committee reviews and approves annual bonuses based on actual performance. Annual bonus calculations are also reviewed by our independent auditors. The Committee also administers the Stock Incentive Plan and approves all equity awards thereunder (subject to Board approval for awards to the Chief Executive Officer).

To assess the Chief Executive Officer’s performance, Mr. Saak submits a self-evaluation to the non-management directors, and the non-management directors complete a questionnaire regarding Mr. Saak’s performance. The Chair of the Committee synthesizes the questionnaire results and reviews Mr. Saak’s performance with him. The Chair of the Committee reports to the Committee on the results, and the Committee makes a recommendation to the Board regarding Mr. Saak’s compensation. The Chair of the Committee then reports to the non-executive directors of the Board on the results of the evaluation and the Committee’s recommendations on compensation for Mr. Saak. The non-executive directors review the recommendation of the Committee and approve Mr. Saak’s compensation.

The Committee is assisted in these responsibilities by its independent compensation consultant, FW Cook. Although the Company pays the fees and expenses of FW Cook, the firm is retained by the Committee. FW Cook does not perform any other compensation related services for the Company. The Committee reviews the independence of FW Cook each year and considers the factors specified in the rules of the SEC and the listing standards of the New York Stock Exchange.

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.

Each year, FW Cook reviews the Company’s executive compensation benchmarking 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 changes to the compensation peer group, including 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 17-company post-separation benchmarking peer group below was approved by the Committee in 2022 to assist in post-separation compensation planning. This group was used by FW Cook in 2022 to develop comparative compensation data for the Committee in setting 2023 compensation targets. Notably, at the time the Company’s peer group was approved, the trailing fourth quarter revenues of the companies in the peer group ranged from $770 million to $3.8 billion, with a median of $1.4 billion, which compared to the Company’s projected post-spin revenue of $1.4 billion. In addition, the peer group’s market cap ranged from $1.2 billion to $12.5 billion, with a median of $2.5 billion, compared with the Company’s projected post-spin market cap of $3.1 billion.

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 general industry surveys with revenues ranging from $500 million to $3.0 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 NEOs. 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 the CEO and 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, the impact of unforeseen events beyond management’s control, and other factors.

For Mr. Mitchell and Mr. Maue only, the Committee approved in 2022 the following executive compensation benchmarking peer group for the purposes of establishing their 2023 compensation ranges as part of the pre-separation Crane Holdings, Co., following the same selection methodology outlined above:

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 2023, which called for an advisory, non-binding vote regarding the compensation of our NEOs in 2022 as described in the proxy statement. On this item, over 96% of the votes cast were in favor of the resolution. We view this support of our 2023 “Say-on-Pay” proposal as an indication of our stockholders’ positive reaction to our named executive compensation program. No changes were made to the compensation program as a direct response to the vote result.

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 Senior Vice President, Chief Human Resources Officer conducts a review of the operation and effect of our compensation plans and practices, which is reviewed by FW Cook and presented to the Committee annually at its February meeting. Based on this assessment, the Committee believes that any risks arising from our compensation programs do not create risks that are reasonably likely to have a material adverse effect on us.

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

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

Annual awards of stock options and RSUs to named executive officers are normally approved at the Committee’s regular February meeting, in order that full prior-year performance may be considered, and then the awards are granted effective 10 business days after the Company’s full year earnings have been released, to better align grant date value with the stockholders’ experience. The Committee also grants stock options and RSUs at other dates to newly hired or promoted executives. All options must be granted at an exercise price that is at least equal to the closing price of the Company’s common stock on the date of grant.

We have maintained a longstanding policy prohibiting any non-employee director, executive officer (including our named executive officers), or any other designated employee who qualifies as an insider under applicable SEC regulations from (1) entering into any hedging or monetization transactions involving Company securities or (2) pledging Company securities as collateral for a loan. During 2023, none of our directors and executive officers engaged in any such transactions.

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act), we maintain a clawback policy, which requires that certain incentive compensation paid to any current or former executive officer, including our named executive officers, will be subject to recoupment if (x) the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements, without regard to any fault or misconduct, and (y) that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the fiscal year in which the restatement was required. Incentive compensation subject to the clawback policy consists of compensation that is granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure (as defined in the rules implementing such requirement), including stock price and total stockholder return, on and after October 2, 2023.

Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), disallows a tax deduction to certain publicly-held corporations for any remuneration in excess of $1 million paid in any taxable year to their chief executive officer, chief financial officer, and certain other current and former highly compensated officers that qualify as covered employees within the meaning of Section 162(m) of the Code. The Compensation Committee has previously considered tax deductibility when structuring our executive compensation arrangements for our current and former executive officers. However, the Compensation Committee may, in its judgment, pay compensation that is not fully tax deductible to the extent it determines that doing so is appropriate to attract and retain executive talent or to meet other business needs. The Compensation Committee intends to continue to compensate our current and former executive officers, including the NEOs, in a manner consistent with our best interests and the best interests of our stockholders.

We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that the NEO might owe as a result of the application of Sections 280G, 4999, or 409A of the Code. Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant equity interests in our Company, and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change of control of our Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that he or she receives “deferred compensation” that does not meet certain requirements of Section 409A of the Code.

We follow The Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, restricted stock unit awards and performance unit awards (including PRSUs), based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below for equity awards to our NEOs as required by the applicable SEC rules. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their income statements over the period that the recipient of such compensation is required to render service in exchange for the option or other award. For performance unit awards (including PRSUs), stock-based compensation expense recognized may be adjusted over the performance period based on interim estimates of performance against pre-set objectives.

We believe that these arrangements serve our retention objectives by permitting our NEOs to maintain continued focus and dedication to their responsibilities in order to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company.

Our prevailing practice is to pay our executives, including our NEOs, an amount equal to one year’s base salary, either in a lump sum or by continuation of biweekly payroll distributions, with medical, dental, and other welfare benefits and retirement benefits continuing during such period, upon an involuntary termination as a result of a reduction in workforce or reorganization.

Each NEO who remained employed with Crane NXT, Co. following the separation transaction has entered into an employment/severance agreement with the Company. The agreements provide protections in the event of termination of employment by the Company under specified circumstances following a change in control of the Company. The protection applies during a period that runs through the earlier to occur of (1) the third anniversary of a change in control of the Company or (2) the first month following the NEO’s 65th birthday (the “change in control period”). We believe that these protections, described below, serve our retention objectives by permitting our NEOs to maintain continued focus and dedication to their responsibilities in order to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company.

Death; Disability. If the NEO’s employment with us is terminated due to death or disability (as defined in the agreement) within the change in control period, the NEO would receive his or her accrued compensation as of the date of termination, including the annual bonus paid to the NEO for the last full fiscal year (prorated for the number of days in the current fiscal year through the date of termination).

Involuntary Termination. If, within the change in control period, the Company terminates the NEO’s employment other than for cause, disability, or death, or if the NEO terminates his or her employment for good reason (each as defined in the agreement), the NEO would receive the following benefits:

The Committee awards new-hire bonuses as a tool to compensate new-hire NEOs for compensation opportunities that are forfeited with their prior employer because of transitioning to the Company. These bonuses are typically subject to Company favorable reimbursement provisions. For example, the bonuses are subject to repayment upon a voluntary termination of employment by the applicable NEO within two years of the date the bonus is paid. In the event the Company terminates Mr. Saak’s, Mr. Igoe’s or Ms. Kartono’s employment for any reason other than for cause, in addition to the above-described payments, Mr. Saak, Mr. Igoe or Ms. Kartono would be released of their obligations to repay their new-hire bonuses.

Our equity award agreements provide the following treatment.

Death; Disability. Outstanding RSUs and options granted to NEOs will accelerate vesting upon disability (as defined in the forms of award agreements) or death. Outstanding performance-based RSUs will remain outstanding pursuant to their terms and will vest based on actual achievement at the end of the relevant performance period.

Qualifying Retirement. Upon a qualifying retirement (retirement at age 65 or age 62 with 10 years of qualifying service), outstanding time- and performance-based RSUs, as well as stock options, granted to NEOs will remain outstanding pursuant to their terms; the PRSUs will vest based on actual achievement at the end of the original performance period.

Change in Control. Upon a change in control, outstanding performance-based RSUs will performance-vest based on actual performance through the change in control date and will remain subject to the original continued employment requirement through the end of the original performance period.

Involuntary Termination following Change in Control. Upon termination of the NEO’s employment by the Company without “cause” or a resignation by the NEO for “good reason”, each as defined in the relevant agreement, during the two-year period following a Company change in control, outstanding RSUs and options granted to the NEOs will vest. Outstanding performance-based RSUs, which, as noted above, would have been earned at actual performance upon a change in control, will vest upon the termination.

Before the separation transaction, Crane Holdings, Co. sponsored a tax-qualified defined benefit pension plan and a related non-qualified defined benefit pension plan in which Mr. Mitchell participated. Sponsorship of those plans was transferred to Crane Company in connection with the separation transaction. The Summary Compensation Table includes information about the change in the value of pension benefits for years before the separation transaction for Mr. Mitchell, when those plans were sponsored by Crane Holdings, Co., but not for years ending after the separation transaction.

The NEOs participate in a tax-qualified defined contribution retirement plan, commonly referred to as a 401(k) plan. Under the plan, the Company contributes 3% of salary and bonus annually, subject to limitations on contributions to such plans under the tax code. Crane Company retained sponsorship of this plan in connection with the separation transaction, and Crane NXT adopted a “mirror” plan for its employees and retained the pre-separation transaction account balances for those employees. The NEOs also participate in a non-qualified defined contribution retirement plan, referred to as the benefit equalization plan, which is designed only to restore retirement benefits under the 401(k) plan that are limited by the tax code; there is no supplemental benefit based on deemed service or enhanced compensation formulas. Like the 401(k) plan, sponsorship of the benefit equalization plan was retained by Crane Company in the separation transaction, and Crane NXT adopted a “mirror” plan for its eligible employees. The Committee believes these plans are appropriate to provide a market-competitive retirement benefits package.

Prior to the separation transaction, the Company entered into time-share agreements with Messrs. Tullis and Mitchell regarding personal use of the corporate aircraft, including aircraft leased by the Company from a third-party operator. Under the agreements, the Company agreed to lease the aircraft to the executive pursuant to federal aviation regulations and to provide a qualified flight crew, and the executive agreed to pay the Company for the aggregate incremental cost of each flight as follows. The agreement with Mr. Tullis provided that he pay the aggregate incremental cost of personal use of the aircraft (including fuel, landing fees, parking fees, temporary hangar charges, flight crew meals and lodging, and, for chartered aircraft, the entire charter fee). The agreement with Mr. Mitchell required him to pay the aggregate incremental cost of personal use of the aircraft after such cost exceeds $100,000. The time-sharing agreements were assigned to Crane Company and Crane Company entered into a new lease arrangement for the aircraft, all effective in February 2023, after which date Crane NXT had no obligations under either the time sharing agreements or the aircraft lease. Post-separation, Crane NXT has not provided personal use of corporate aircraft to any employee or other service provider.

The Management Organization and Compensation Committee of the Board 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 that the Compensation Discussion and Analysis be included in this Proxy Statement, and incorporated by reference in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Submitted by:

The Management Organization and Compensation

Committee of the Board of Directors of Crane NXT, Co.

on March 18, 2024

Ellen McClain, Chair

Cristen Kogl

James L. L. Tullis

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