DEF 14A

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

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

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 ☐ Soliciting Material Pursuant to §240.14a-12

CRANE NXT, CO.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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.

 

This Proxy Statement and the 2023 Annual Report to Stockholders are available at

www.investors.cranenxt.com/ar

CRANE NXT, CO.

950 WINTER STREET 4^TH FLOOR NORTH

WALTHAM, MA 02451

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

1

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 23, 2024

To the Stockholders of Crane NXT, Co.:

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

	WHEN:
May 23, 2024 Thursday 10:00 a.m. Eastern Daylight Time
	WHERE:
Online via live webcast at www.virtualshareholdermeeting. com/CXT2024
HOW TO VOTE:
	By Phone
1-800-690-6903
	By Mail
Complete, sign, and return the proxy card.
	By Internet
www.proxyvote.com
	Live Webcast
Stockholders at the close of business on April 1, 2024, are entitled to vote at the virtual Annual Meeting.
	By Scanning
You can vote your shares online by scanning the QR code on your proxy card.

Proposal		Board Recommendation
Item 1	To elect nine directors to serve for one-year terms until the annual meeting of stockholders in 2025	FOR each director
			Page 5
Item 2	To vote on a proposal to ratify the selection of Deloitte & Touche LLP as independent auditors for the Company for 2024	FOR
			Page 23
Item 3	To vote on a proposal to approve, by a non-binding advisory vote, the compensation paid by the Company to its named executive officers	FOR
			Page 27

In addition, any other business properly presented may be acted upon at the meeting.

In order to assure a quorum at the virtual 2024 Annual Meeting of Stockholders of Crane NXT (the “Annual Meeting”), it is important that stockholders who do not expect to attend virtually vote by using the internet address or the toll-free telephone number listed in this Proxy Statement. If you have requested paper copies of the proxy materials, you can vote by completing and returning the proxy card enclosed in those materials. The Board of Directors has fixed the close of business on April 1, 2024 as the record date for the meeting (the “Record Date”). Stockholders at that date and time are entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment of the Annual Meeting. Each share is entitled to one vote. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.virtualshareholdermeeting.com/CXT2024 at the meeting date and time described in this Proxy Statement. There is no physical location for the Annual Meeting.

This Notice of Annual Meeting of Stockholders and related Proxy Statement are first being distributed or made available to stockholders on or about April 11, 2024.

We previously mailed a Notice of Internet Availability of Proxy Materials to all Crane NXT stockholders as of the Record Date. The notice advised such stockholders that they could view the Proxy Statement and Annual Report online at www.proxyvote.com, or request in writing a paper or e-mail copy of the proxy materials at no cost.

By Order of the Board of Directors,

 

Paul G. Igoe

Secretary

April 11, 2024

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PROXY SUMMARY

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.

2024 Annual Meeting of Stockholders

Date:	May 23, 2024
Time:	10 a.m. Eastern Daylight Time
Virtual Meeting Website:	www.virtualshareholdermeeting.com/CXT2024
Record Date:	April 1, 2024

Agenda and Voting Recommendations

Proposal		Board Recommendation
Item 1	To elect nine directors to serve for one-year terms until the annual meeting of stockholders in 2025	FOR each director  Page 5
Item 2	To vote on a proposal to ratify the selection of Deloitte & Touche LLP as independent auditors for the Company for 2024	FOR  Page 23
Item 3	To vote on a proposal to approve, by a non-binding advisory vote, the compensation paid by the Company to its named executive officers	FOR  Page 27

Corporate Governance Highlights

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.

Board Governance Practices

• Separate Chairman and CEO roles • 100% independent Audit, Nominating and Governance, and Management Organization and Compensation committees • Regular executive sessions of non-management directors • Annual Board and committee performance self-evaluations • Offer of resignation upon significant change in primary job responsibilities • Directors are elected annually • Majority voting and director resignation policy for directors in uncontested elections • Stringent conflict of interest policies

• Directors subject to stock ownership guidelines and anti-hedging and pledging policies • Director retirement policy • Strict over-boarding policy for directors • Diverse Board with the appropriate mix of skills, experience and perspectives • Comprehensive director nomination and Board refreshment process • Oversight of sustainability and human capital matters impacting our business

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Proxy Summary

2023 Compensation Highlights

Compensation Best Practices

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

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

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

   WHAT WE DO

• Caps on performance-based cash and equity incentive compensation

• Annual review of our executive compensation strategy

• Annual compensation risk assessment

• Annual “Say On Pay” vote

• Significant portion of executive compensation tied to corporate performance or stock value

• Significant stock ownership guidelines for our executives, including an above-market 6x base salary requirement for the CEO

• Stock options and unearned performance-based awards do not count towards ownership for purposes of our stock ownership guidelines

• Majority of executive variable pay is delivered in long-term equity-based awards, subject to multi-year vesting periods

• Performance-based cash and equity incentive compensation subject to clawback

• 100% independent directors on the Management Organization and Compensation Committee

• Management Organization and Compensation Committee retains independent compensation consultant

• No dividends or dividend equivalents on unexercised options or performance-based equity awards

• Limited perquisites

 

   WHAT WE DON’T DO

• No tax gross-ups, including for change in control related excise tax payments

• No multi-year guaranteed incentive awards

• No fixed-duration employment contracts with executive officers

• No hedging or pledging of Company stock permitted

• No excessive perquisites for executives

• No pension plans for named executive officers

• No “repricing” of out-of-the-money options without stockholder approval

• No discounted stock options

• No “single trigger” change in control payments and benefits

• No strict benchmarking of compensation to a specific percentile of our compensation peer group

• No incentivizing unnecessary or excessive risk taking

 

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ITEM 1: ELECTION OF DIRECTORS

 

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

Board Composition

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.

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 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.

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Item 1: Election of Directors

Board Composition

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.

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. 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.

Summary of Board Skills and Experience

Public company multinational CEO experience	•					•	•	•
Public company multinational CFO experience	•	•
General finance acumen	•	•	•	•	•	•	•	•	•
Corporate governance/board experience	•			•	•	•		•	•
Mergers & acquisitions	•	•	•	•	•	•	•	•	•
Manufacturing operations	•	•				•	•	•
Expertise with one or more of our end markets	•	•		•		•	•
Intellectual capital development (human capital)	•	•	•	•	•	•	•	•	•
Cyber/Information Security skills		•	•	•	•	•	•	•
Independent
Self-Identified Race/Ethnicity
African American	•				•
Hispanic/Latin American			•
White Caucasian		•	•	•		•	•	•	•
Self-Identified Gender
Male	•	•				•	•	•	•
Female			•	•	•

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

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Item 1: Election of Directors

Board of Directors Nominees

Nominees to be Elected for Terms to Expire in 2025

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

	MICHAEL DINKINS
	Age: 70 Director Since: 2019	Committees: Audit (Chair); Nominating and Governance; Executive
President and Chief Executive Officer of Dinkins Financial (consulting firm that helps small businesses gain access to capital). Mr. Dinkins was Executive Vice President and Chief Financial Officer of Integer Holdings Corporation until March 2017. Mr. Dinkins has served as a director of The Shyft Group, Inc. since 2020 and Community Health Systems, Inc. since 2017. Mr. Dinkins has also served as a director of the National Council on Compensation Insurance since 2022. Mr. Dinkins graduated with honors from General Electric’s Financial Management Program where he also served as an instructor for five years.
Relevant Skills and Experience:
• Sophisticated financial expertise acquired through public company chief financial officer, chief executive officer and financial, IT and internal audit roles • Significant experience with complex leveraged refinancing and equity financing (initial public offering and secondary markets) transactions • CFO of a publicly traded company with international operations • Expertise in the global integration of acquired companies

	WILLIAM GROGAN
	Age: 45 Director Since: 2023	Committees: Audit
Senior Vice President and Chief Financial Officer of Xylem Inc. (a global water technology company) since October 2023. Prior to his role at Xylem, Mr. Grogan served as Senior Vice President and Chief Financial Officer of IDEX Corporation (a developer, designer and manufacturer of specialty engineered products) from January 2017 until September 2023. Mr. Grogan also serves on the board of advisors of the Girard School of Business (at Merrimack College).
Relevant Skills and Experience:
• Financial expertise acquired as a public company chief financial officer and in senior finance roles • Extensive experience in strategic planning, operations, and talent development through a diverse background of leadership positions • Proficiency with capital deployment including significant mergers and acquisitions experience as well as a consistent philosophy of returning funds to stockholders

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Item 1: Election of Directors

	SANDRA JOYCE
	Age: 46 Director Since: 2024	Committees: Audit
Vice President, Google Cloud and Head, Mandiant Intelligence at Google LLC since 2022. Executive Vice President, Global Intelligence & Advanced Practices at Mandiant, Inc. from 2020 to 2022. Ms. Joyce held other roles at Mandiant from 2015 to 2020.
Relevant Skills and Experience:
• Extensive cyber/national security expertise gained through over 25 years of experience in the national security sector • Global leadership experience driving new product development and guiding companies through growth and change • Experience advising senior management teams and boards of government entities and private sector businesses on global business threats

	CRISTEN KOGL
	Age: 58 Director Since: 2023	Committees: Nominating and Governance; Management Organization and Compensation
Chief Legal Officer, General Counsel and Corporate Secretary of Zebra Technologies Corporation (a global leader in enterprise asset intelligence). Ms. Kogl has served as Zebra’s top Legal Officer, through various titles, since September 2018. Ms. Kogl also serves on the Board of Trustees at Lake Forest College since September 2023 and as a director of the U.S. Chamber of Commerce since November 2020.
Relevant Skills and Experience:
• Operational and organizational expertise as an in-house lawyer/corporate generalist for 25+ years managing global legal and compliance teams and as a member of the executive team • Personal and organizational commitment to diversity, equity and inclusion; Member of Leadership Council on Legal Diversity • Deep experience in mergers & acquisitions, intellectual property, U.S. public company governance and Securities & Exchange Commission regulations, commercial contracting, enterprise and cyber risk management, litigation management, labor and employment relations, government affairs, and compliance functions

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Item 1: Election of Directors

	ELLEN MCCLAIN
	Age: 59 Director Since: 2013	Committees: Management Organization and Compensation (Chair); Nominating and Governance
Chief Executive Officer of Year Up (not-for-profit provider of job training services) since December 2023 and President of Year Up since 2022. Ms. McClain was Chief Operating Officer of Year Up from 2021 to 2022, and Chief Financial Officer from 2015 to 2021. Ms. McClain has also served as a director of Crane Company since April 2023. Ms. McClain was a director of Horseracing Integrity and Safety Authority from 2021 through August 2023.
Relevant Skills and Experience:
• Financial, operational and organizational expertise gained as chief financial officer, chief operating officer, and president of public and private enterprises • Broad experience as a senior executive with responsibility for organizational direction and development, financial expertise, and intellectual capital

	DAVID D. PETRATIS
	Age: 66 Director Since: 2023	Committees: Audit
Chairman of the Board, President and Chief Executive Officer of Allegion plc (a global provider of mechanical and electronic security products and access solutions) from 2013 to 2022. Mr. Petratis has served as a director of Sylvamo Corporation since 2021 and as Chairman at MasterBrand, Inc. since 2022. Mr. Petratis is also on the University of Northern Iowa Business Executive Advisory Board.
Relevant Skills and Experience:
• Extensive global, industrial management experience serving as chief executive officer of two publicly traded companies • Leadership experience in the creation of three spin companies: Allegion from Ingersoll-Rand, Quanex Building Products, and MGE UPS Systems • Experience in business portfolio management driving growth through research and development, acquisition and divestment

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Item 1: Election of Directors

	AARON W. SAAK
	Age: 50 Director Since: 2023	Committees: Executive
President and Chief Executive Officer of the Company since 2023. Prior to his role at Crane NXT, Mr. Saak served as President and CEO, Mobility Solutions at Vontier Corporation (a global technology leader serving the retail convenience market) from June 2022 to November 2022 and President of Gilbarco Veeder-Root, a subsidiary of Vontier Corporation, from February 2018 to June 2022.
Relevant Skills and Experience:
• Significant experience leading global, complex engineered technology businesses for world class industrial organizations • Extensive experience with strategic business development and execution, organically and through acquisitions • Built strong teams with a high degree of ethics, integrity, collaboration, empowerment, and entrepreneurial spirit • Customer focused, process-driven, with a continuous improvement mindset, applying a metrics-oriented approach to driving business performance • Proven leader at driving successful profitable growth for all stakeholders

	JOHN S. STROUP
	Age: 57 Director Since: 2020	Committees: Executive (Chair); Management Organization and Compensation
Operating Advisor of Clayton, Dubilier & Rice (a global private equity manager that invests in and builds businesses) since 2020. Mr. Stroup was President, Chief Executive Officer, and a director of Belden Inc. (a global leader in signal transmission and security solutions) from 2005 to May 2020, Chairman from 2016 to 2020, and Executive Chairman from 2020 to May 2021. Mr. Stroup has also served as a director of Crane Company since April 2023. Mr. Stroup was a director of Tenneco Inc. from 2020 to 2022 and Zurn Elkay Water Solutions Corporation from 2008 to May 2023. Mr. Stroup has also served as a director of Barry-Wehmiller since 2008.
Relevant Skills and Experience:
• More than 30 years of experience in industrial manufacturing of highly engineered products and business strategy development • Proven leadership skills with over 15 years of experience as president, chief executive officer and director of a global leader in signal transmission and security solutions

10

Item 1: Election of Directors

	JAMES L. L. TULLIS
	Age: 76 Director Since: 1998	Committees: Nominating and Governance (Chair); Management Organization and Compensation
Chairman of Tullis Health Investors, LLC (venture capital investments in the health care industry) since 1988. Mr. Tullis has also served as Chairman of the Board of Crane Company since April 2023, as a director of Alphatec Holdings, Inc. since 2018, and as a director of Lord Abbett & Co. Mutual Funds since 2006 (Chairman from 2017 until December 2023). Mr. Tullis was a director of Exagen Inc. from 2015 to June 2023, and electroCore, Inc. from 2018 to 2020.
Relevant Skills and Experience:
• Executive leadership, financial and organizational expertise gained as chief executive officer of venture capital investment group • Significant experience and expertise in management, strategy and governance matters gained as director of several public and private companies, including serving as chairman and on the compensation, nominating and governance, audit and executive committees of public companies

 

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Item 1: Election of Directors

Independent Status of Directors

Standards for Director Independence

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

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

• The director is an employee, or the director’s immediate family member is an executive officer, of an organization (other than a charitable organization) that in any of the last three completed fiscal years made payments to, or received payments from, Crane NXT for property or services, if the amount of such payments exceeded the greater of $1 million or 2% of the other organization’s consolidated gross revenues.

• The director has received, or the director’s immediate family member has received, direct compensation from Crane NXT, if the director is a member of the Audit Committee or the amount of such direct compensation received during any twelve-month period within the preceding three years has exceeded $120,000 per year, excluding (i) director and committee fees and pension and other forms of deferred compensation for prior services (so long as such compensation is not contingent in any way on continued service); (ii) compensation received as interim Chairman or CEO; or (iii) compensation received by an immediate family member for service as a non-executive employee of Crane NXT.

• The director is a current partner of or employed by, or the director’s immediate family member is a current partner of, or an employee who personally works on the audit of Crane NXT at, a firm that is the internal or external auditor of Crane NXT, or the director was, or the director’s immediate family member was, within the last three years a partner or employee of such a firm and personally worked on the Crane NXT audit at that time.

• The director is or was employed, or the director’s immediate family member is or was employed, as an executive officer of another organization, and any of Crane NXT’s present executive officers serves or served on that other organization’s compensation committee, unless at least three years have passed since the end of such service or the employment relationship.

• The director is a member of a law firm, or a partner or executive officer of any investment banking firm, that has provided services to Crane NXT, if the director is a member of the Audit Committee or the fees paid in any of the last three completed fiscal years or anticipated for the current fiscal year exceed the greater of $1 million or 2% of such firm’s consolidated gross revenues.

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.

12

Item 1: Election of Directors

Independence of Directors

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

Board Refreshment

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

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

13

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 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.

Majority Voting for Directors and Resignation Policy

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

14

Item 1: Election of Directors

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, 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.

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 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.

Environmental, Social and Governance (“ESG”) Oversight

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.

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 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”.

15

Item 1: Election of Directors

Coordination Among Board Committees Regarding Risk Oversight

 

AUDIT COMMITTEE	MANAGEMENT ORGANIZATION AND COMPENSATION COMMITTEE	NOMINATING AND GOVERNANCE COMMITTEE
• Financial reporting risk • Legal and compliance risk • Selection, performance assessment and compensation of the independent auditor • Cyber/Information security risk • Fraud risk	• Performance assessment and compensation of the CEO and other executive officers • Management succession planning and intellectual capital development • Risk review of incentive compensation arrangements	• Governance risk • Independence of directors • Board succession planning • Board and committee performance evaluation

Management Succession Planning and Intellectual Capital

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.

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, 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.

16

Item 1: Election of Directors

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. 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:

• 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 and the annual meeting of stockholders;

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

Audit Committee

Members

The current members of the Audit Committee are Messrs. Dinkins (Chair), Grogan and Petratis and Ms. Joyce.

Roles and Responsibilities

The Audit Committee is the Board’s principal agent in fulfilling legal and fiduciary obligations with respect to matters involving Crane NXT’s accounting, auditing, financial reporting, internal control and legal compliance functions and conflicts of interest. 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 SEC Rule 10A-3. In addition, the Board has determined that each of Mr. Dinkins and Mr. Grogan is an “audit committee financial expert” as defined in regulations of the SEC. The Audit Committee met eight times in 2023. The Audit Committee’s report appears beginning on page 25.

17

Item 1: Election of Directors

Management Organization and Compensation Committee

Members

The current members of the Management Organization and Compensation Committee are Mses. McClain (Chair) and Kogl and Messrs. Stroup and Tullis.

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 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 six times in 2023. The Management Organization and Compensation Committee’s report appears on page 40.

Nominating and Governance Committee

Members

The current members of the Nominating and Governance Committee are Messrs. Tullis (Chair) and Dinkins and Mses. Kogl and McClain.

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, overseeing 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 seven times in 2023.

Executive Committee

Members

The current members of the Executive Committee are Messrs. Stroup (Chair), Dinkins and Saak.

Roles and Responsibilities

The Executive Committee meets when a quorum of the full Board cannot be readily convened. The Executive Committee may exercise any of the powers of the Board, 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 NXT’s assets or dissolution of Crane NXT; filling vacancies on the Board or any committee thereof; or electing or removing officers. The Executive Committee did not hold any meetings during 2023.

18

Item 1: Election of Directors

Executive Sessions of Non-Management Directors

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.

Board Meetings and Attendance

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 Processes

Board and Committee Evaluation Process

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.

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.

Code of Business Conduct and Ethics

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.

19

Item 1: Election of Directors

Conflicts of Interest; Transactions with Related Persons

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.

Company Policy Regarding Hedging Transactions

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.

Insider Trading Policies and Procedures

We maintain insider trading policies and procedures governing the purchase, sale, and other dispositions of Company securities that are applicable to the Company itself, all of our directors, officers and employees, 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.

Corporate Governance Documents

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.

20

Item 1: Election of Directors

Compensation of Directors

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

• A retainer of $230,000 per year, payable $90,000 in cash and $140,000 in the form of Deferred Stock Units (“DSUs”) of equivalent value, as described below. A director may also elect to receive up to 100% of the cash retainer in DSUs or in fully vested shares of Crane NXT stock;

• An incremental retainer of $130,000 per year for the non-employee Chairman of the Board, payable in cash (or up to 100% in DSUs or fully vested shares, at the election of the Chairman);

• A retainer of $25,000 per year for the Chair of the Audit Committee; $17,500 per year for the Chair of the Management Organization and Compensation Committee; and $17,500 per year for the Chair of the Nominating and Governance Committee, in each case, payable in cash; and

• A retainer of $10,000 per year for each member of the Audit Committee other than the Chair; $7,500 per year for each member of the Management Organization and Compensation Committee and the Nominating and Governance Committee other than the Chair; and $2,000 per year for each member of the Executive Committee other than the Chief Executive Officer, in each case, payable in cash.

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.

21

Item 1: Election of Directors

Stock Ownership and Stock Ownership Guidelines for Directors

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

Director Compensation in 2023

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

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

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

(2)
Amounts in this column reflect the aggregate grant date fair value of the DSUs granted to our non-employee directors during fiscal 2023 as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of each DSU as of the relevant grant date is indicated below. The assumptions on which this valuation is based are set forth in Note 7 to the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on February 22, 2024. The awards were as follows:

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

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

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

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

22

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 2024

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.

Annual Evaluation and Selection of Auditors

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.

Principal Accounting Firm Fees

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:

	2023	2022
	(in thousands)
Audit fees(a)	$3,473	$10,019
Audit-related fees(b)	$13	$275
Tax fees(c)	$299	$596
All other fees(d)	$3	$3
Total	$3,788	$10,893

(a)
Audit services were higher in 2022, reflecting the regular annual audit of Crane NXT and Crane Company’s annual financial statements and multiple year carve-out audits of Crane NXT and Crane Company’s financial statements in connection with the Form 10 Registration Statement required for the separation transaction. Audit fees also include (i) reviews of the Company’s quarterly financial statements; (ii) Sarbanes-Oxley Act, Section 404 attestation matters; and (iii) statutory and regulatory audits, comfort letters, consents, and other services related to SEC matters.

(b)
Audit-related services consisted of: (i) benefit plan audits; (ii) agreed-upon procedures reports; and (iii) financial accounting and reporting consultations.

23

Item 2: Ratification of the Selection of Auditors

(c)
Fees for tax compliance services totaled (in thousands) $289 and $520 in 2023 and 2022, 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 (in thousands) $10 and $76 in 2023 and 2022, respectively.

(d)
Fees for all other services billed consisted of fees for software licenses.

	2023	2022
Ratio of tax planning and advice fees and all other fees to audit fees, audit-related fees, and tax compliance fees	0%	1%
Percentage of non-audit services approved by the Audit Committee	100%	100%

Pre-Approval Policy and Procedures

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:

• 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.

 

24

Item 2: Ratification of the Selection of Auditors

Report of the Audit Committee

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:

• 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 and discussed a report on critical audit matters;

• discussed with management, the internal auditors, and the independent auditors the quality and adequacy of the Company’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 the Company, including cybersecurity risk, as well as the procedures and findings of the Company’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 the SEC; and

• discussed and reviewed, both with and without members of management present, the independent auditors’ examination of the financial statements.

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

25

Item 2: Ratification of the Selection of Auditors

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.

26

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

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:

• closely linked to the performance of the Company as a whole 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 the Company’s high standards of business ethics and corporate governance.

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.

 

27

COMPENSATION DISCUSSION AND ANALYSIS

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.

Aaron W. Saak	President and Chief Executive Officer, effective April 3, 2023
Max H. Mitchell	President and Chief Executive Officer, through April 3, 2023
Christina Cristiano	Senior Vice President and Chief Financial Officer, effective April 3, 2023
Richard A. Maue	Executive Vice President and Chief Financial Officer, through April 3, 2023
Kurt F. Gallo	Senior Vice President
Paul G. Igoe	Senior Vice President, General Counsel and Secretary, effective April 3, 2023
Jennifer Kartono	Senior Vice President and Chief Human Resources Officer, effective April 10, 2023

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.

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:

• Based on performance, including overall performance of the Company, performance of the executive’s business unit, as applicable, and individual performance;

• Aligned with the annual operating plan and longer-term strategic plans and objectives to build sustainable success and value for the Company and for stockholders;

• Competitive given relevant and appropriate market conditions in order to attract, motivate and retain highly qualified executives; and

• 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 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.

28

Compensation Discussion and Analysis

Elements of Compensation and 2023 Decisions

The following table summarizes the major elements of our named 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 named executive officers to achieve annual financial performance goals	• Payment based on achievement of Company-wide performance goals relative to annual pre-established targets
Performance-Based Restricted Share Units (PRSUs)*	To motivate named executive officers to drive long-term stockholder value creation	• Number of shares actually earned based on relative TSR over three-year performance period versus the S&P Midcap 400 Capital Goods Index constituents • Value realized varies with Company stock price performance
Stock Options	To attract and retain named executive officers and align their interests with long-term stockholder interests	• Grants vest over four years • Value realized dependent on Company stock price appreciation
Time-Based Restricted Share Units (TRSUs)*	To retain named executive officers and drive long-term stockholder value creation	• Grants vest over four years • Value realized varies with Company stock price performance

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

Base Salary

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):

NEO	2022 Base Salary ($)	2023 Base Salary ($)
A. Saak	800,000	800,000
M. Mitchell(1)	1,200,000	1,200,000
C. Cristiano(2)	323,044	450,000
R. Maue(1)	719,846	763,037
K. Gallo	526,144	547,190
P. Igoe	N/A(3)	475,000
J. Kartono	N/A(3)	425,000

(1)
Effective as of the separation date, Messrs. Mitchell and Maue are no longer officers of Crane NXT.

(2)
Ms. Cristiano’s salary was increased in 2023 in connection with her promotion to Senior Vice President, Chief Financial Officer of Crane NXT.

(3)
Mr. Igoe was hired on March 20, 2023 as General Counsel of Crane NXT. Ms. Kartono was hired on April 10, 2023 as Chief Human Resources Officer of Crane NXT.

29

Compensation Discussion and Analysis

Annual Incentive Compensation

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

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

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

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

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

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

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

Totals may not sum due to rounding.

*
Adjusted EPS and adjusted free cash flow are non-GAAP metrics. See “Non-GAAP Information” section below for a description of how these metrics are calculated. These metrics were further adjusted for special items by the Committee for bonus calculation purposes under the Annual Incentive Plan, which adjustments may in some cases differ from the adjustments made for reporting purposes.

30

Compensation Discussion and Analysis

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:

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

(1)
Messrs. Mitchell and Maue left Crane NXT in connection with the separation transaction on April 3, 2023, and, therefore, they did not receive an annual bonus for 2023 from Crane NXT.

Long-Term Equity Incentive Compensation

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

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

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

31

Compensation Discussion and Analysis

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.

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

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

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

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

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

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

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

32

Compensation Discussion and Analysis

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

Payout of Fiscal 2021 PRSU Awards.

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

Stock Option Awards – Vest 25% Per Year Over Four Years

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

TRSU Awards – Vest 25% Per Year Over Four Years

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

Adjustments to Equity Awards in Connection with Separation

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

33

Compensation Discussion and Analysis

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.

Compensation Decision-Making Process

Committee’s Role

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.

Role of CEO and Management

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

Compensation Consultant and Market Data

Each year, FW Cook reviews the Company’s 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

34

Compensation Discussion and Analysis

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.

Crane NXT’s Compensation Peer Group for 2023

Advanced Energy Industries, Inc. (AEIS)
Albany International Corp. (AIN)
Altra Industrial Motion Corp. (AIMC)^*
Brady Corporation (BRC)
Cognex Corporation (CGNX)
Deluxe Corporation (DLX) Diebold Nixdorf Inc. (DBD)^**
ESCO Technologies Inc. (ESE)
Graco Inc. (GGG)
Helios Technologies, Inc. (HLIO)
Itron, Inc. (ITRI)
Methode Electronics, Inc. (MEI) Nordson Corporation (NDSN)
nVent Electric plc (NVT)
OSI Systems, Inc. (OSIS)
Viavi Solutions Inc. (VIAV)
Vontier Corp. (VNT)

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

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

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:

Crane Holdings’ Compensation Peer Group for 2023

Carlisle Companies Incorporated (CSL)
Enovis Corporation (ENOV)
Curtiss-Wright Corporation (CW)
Donaldson Company, Inc. (DCI)
Dover Corporation (DOV)
Flowserve Corporation (FLS)
Hubbell Incorporated (HUBB) IDEX Corporation (IEX)
ITT Inc. (ITT)
Kennametal, Inc. (KMT)
Pentair, plc (PNR)
Regal Rexnord Corporation (RRX)
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Xylem Inc. (XYL)
Zurn Elkay Water Solutions Corporation (ZWS)

Say-on-Pay Vote in 2023

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.

35

Compensation Discussion and Analysis

Governance and Regulatory Considerations

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 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.

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
Other NEOs	4 x 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.

As of April 1, 2024, Mr. Saak, Ms. Cristiano, Mr. Gallo, Mr. Igoe and Ms. Kartono (all of the NEOs who have continued with Crane NXT) either held the requisite number of shares or were complying with the above-referenced retention ratio in accordance with the guidelines.

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

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

Policy with Respect to Hedging and Pledging of Company Stock

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

36

Compensation Discussion and Analysis

Clawback Policy

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

Deductibility of Executive Compensation

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

Taxation of “Parachute Payments” and Deferred Compensation

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

Accounting for Stock-Based Compensation

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

37

Compensation Discussion and Analysis

Other Arrangements with Our Named Executive Officers

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

Severance Practice

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

Employment/Severance Agreements

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

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

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

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

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

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

New-Hire Awards

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.

38

Compensation Discussion and Analysis

Severance Benefits under Equity Awards

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.

Employee Benefits and Perquisites

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.

39

Compensation Discussion and Analysis

Management Organization and Compensation Committee Report

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

40

2023 EXECUTIVE COMPENSATION TABLES

2023 Summary Compensation Table

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

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

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

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

41

2023 Executive Compensation Tables

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

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

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

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

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

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

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

42

2023 Executive Compensation Tables

2023 Grants of Plan-Based Awards

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

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

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

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

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

43

2023 Executive Compensation Tables

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

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

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

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

44

2023 Executive Compensation Tables

2023 Outstanding Equity Awards at Fiscal Year-End

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

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

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

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2023 Executive Compensation Tables

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

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

See Compensation Discussion and Analysis for accelerated vesting provisions.

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

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

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

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

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

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

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2023 Executive Compensation Tables

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

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

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

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

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

See Compensation Discussion and Analysis for accelerated vesting provisions.

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2023 Executive Compensation Tables

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

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

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

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

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

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

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2023 Executive Compensation Tables

2023 Option Exercises and Stock Vested

The following table provides information on all exercises of stock options, and all vesting of RSUs, for each of the NEOs during 2023.

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

As noted in the Compensation Discussion and Analysis, equity awards held by Messrs. Mitchell and Maue were adjusted in connection with the separation transaction, and, as of the separation transaction, vesting of such awards is contingent on service to Crane Company. Accordingly, the table below excludes option and stock awards held by Messrs. Mitchell and Maue that were exercised or vested, as applicable, following the separation transaction.

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

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

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

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2023 Executive Compensation Tables

Retirement Benefits

As noted in the Compensation Discussion and Analysis, Crane Holdings, Co. sponsored both a tax-qualified and related non-qualified defined benefit pension plan before the separation transaction in which Mr. Mitchell participated. Sponsorship of those plans was transferred to Crane Company in connection with the separation transaction. Accordingly, as of the end of the last fiscal year, the Company had no obligations under any defined benefit pension plans in which the NEOs participate. Accordingly, we have not provided a Retirement Benefits Table as in prior years.

Nonqualified Deferred Compensation Benefits

The benefit equalization plan maintained by the Company restores the tax-limited portion of the non-matching company contribution under the Company’s 401(k) plan. That benefit is currently three percent of a participant’s annual salary plus bonus in excess of the Internal Revenue Code compensation limit that applies under the 401(k) plan. Contributions earn interest during a plan year at a rate equal to the average 10-year Treasury Constant Maturities for the month of December immediately preceding such plan year. The contributions become vested based on the participant’s years of service at the rate of 20% per year over five years. Vested contributions, as adjusted for interest, are payable in a lump sum cash payment six months after termination of employment.

The following table shows information about the participation by each NEO in the Crane NXT benefit equalization plan with respect to this employer contribution. The NEOs do not participate in any other defined contribution nonqualified deferred compensation plans.

2023 Nonqualified Deferred Compensation

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

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

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

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

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2023 Executive Compensation Tables

Potential Payments Upon Termination or Change in Control

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

Severance Practice

We maintain a practice of providing benefits to our NEOs upon involuntary termination by the Company due to a workforce reduction or reorganization. The following table shows the estimated benefits that would have been payable to the NEOs if such termination occurred on December 31, 2023:

	Cash Severance Benefit(1)	Continued Benefits(2)	Total
A. W. Saak	$800,000	$18,656	$818,656
C. Cristiano	$450,000	$5,236	$455,236
K. F. Gallo	$547,190	$18,301	$565,491
P. G. Igoe	$475,000	$20,268	$495,268
J. Kartono	$425,000	$5,360	$430,360

(1)
Represents a single lump sum equal to one year’s base salary.

(2)
Represents continued health, welfare and retirement benefits equal to one year following termination.

Employment/Severance Agreements

As noted in the Compensation Discussion and Analysis, we have entered into an employment/severance agreement with each NEO who remained employed with Crane NXT, Co. following the separation transaction. The agreements provide for severance benefits following a change in control of the Company if, during the change in control protection period, the NEO’s employment is terminated due to death or by us due to disability. The following table shows the estimated benefits that would have been payable to the NEOs if such termination occurred on December 31, 2023.

	Pro-rated Annual Bonus(1)
A. W. Saak	$984,800
C. Cristiano	$387,765
K. F. Gallo	$471,513
P. G. Igoe	$409,308
J. Kartono	$366,223

(1)
Represents a single lump sum equal to the annual bonus paid to the NEO for the last full fiscal year.

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2023 Executive Compensation Tables

The following table shows the estimated benefits that would have been payable to the NEOs under the employment/severance agreements if each NEO’s employment had been terminated on December 31, 2023 by us other than for cause, disability, or death, or if the NEO resigned his or her employment for good reason, in each case during the change in control protection period.

	Cash Severance Benefit(1)	Continued Benefits(2)	Total
A. W. Saak	$6,339,200	$55,967	$6,395,167
C. Cristiano	$2,336,541	$15,709	$2,352,250
K. F. Gallo	$3,829,815	$54,904	$3,884,719
P. G. Igoe	$3,062,232	$60,804	$3,123,036
J. Kartono	$2,739,892	$16,080	$2,755,972

(1)
Represents a lump sum payment equal to (1) (i) a pro-rated bonus equal to the annual bonus of the most recently completed fiscal year or (ii) the average bonus paid or payable to the NEO for the three fiscal years immediately preceding 2023, whichever is greater, plus (2) three times the sum of (i) the annual base and (ii) such average annual bonus.

(2)
Represents continued benefits for the remainder of the change in control period (assumed to be three years for purposes of this disclosure).

New-Hire Bonuses

As noted in the Compensation Discussion and Analysis, in the event the Company terminates Mr. Saak’s, Mr. Igoe’s or Ms. Kartono’s employment for any reason other than for cause, Mr. Saak, Mr. Igoe or Ms. Kartono would be released of their obligations to repay their new-hire bonuses. The repayment obligation is triggered if the NEO voluntarily terminates the NEO’s employment with the Company within two years of the date the bonus is paid. The repayment obligation for Mr. Saak, Mr. Igoe and Ms. Kartono is $700,000, $600,000, and $250,000, respectively.

Severance Benefits under Equity Awards

As described in the Compensation Discussion and Analysis, we have entered into equity award agreements with our NEOs, which provide for accelerated vesting in the event of a termination due to death, by us due to disability, by the NEO upon a qualifying retirement (retirement at age 65 or age 62 with 10 years of qualifying service), or upon certain involuntary terminations following a change in control. Because vesting of Ms. Cristiano’s and Mr. Gallo’s equity awards covering Crane Company stock are contingent on service to Crane NXT, we have included those equity awards in the tables below. The following table shows the estimated benefits that would have been payable to the NEOs under the equity award agreements if each NEO had been terminated on December 31, 2023 due to death or by us due to the NEO’s disability.

	Equity Awards(1)
A. W. Saak	$5,887,045
C. Cristiano	$2,465,046
K. F. Gallo	$5,161,170
P. G. Igoe	$1,078,369
J. Kartono	$635,238

(1)
The award agreements with each NEO provide for accelerated vesting of RSUs and options upon disability or death. 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. The amounts in the table above represent the number of shares of unvested RSUs (with 2022 and 2023 performance-based awards vesting at maximum and 2021 performance-based awards vesting at actual levels) multiplied by a stock price of $56.87 per share for awards covering Crane NXT stock and $118.14 per share for awards covering Crane Company stock, which were the closing market prices for each company’s stock on the last trading day of 2023, as well as the spread of such options based on such stock prices.

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2023 Executive Compensation Tables

The following table shows the estimated benefits that would have been payable to the NEOs under the equity award agreements if each NEO’s employment had been terminated on December 31, 2023 due to a qualifying retirement (retirement at age 65 or age 62 with 10 years of qualifying service).

	Equity Awards(1)
A. W. Saak	$5,887,045
C. Cristiano	$2,465,046
K. F. Gallo	$5,161,170
P. G. Igoe	$1,078,369
J. Kartono	$635,238

(1)
The award agreements with each NEO provide that the RSUs and options will remain outstanding pursuant to their terms. 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. The amounts in the table above represent the number of shares of unvested RSUs (with 2022 and 2023 performance-based awards vesting at maximum and 2021 performance-based awards vesting at actual levels) multiplied by a stock price of $56.87 per share for awards covering Crane NXT stock and $118.14 per share for awards covering Crane Company stock, which were the closing market prices for each company’s stock on the last trading day of 2023, as well as the spread of such options based on such stock price.

The following table shows the estimated benefits that would have been payable to the NEOs under the equity award agreements if a change in control had occurred on December 31, 2023, and each NEO’s employment had been terminated on that date pursuant to a termination by the Company without “cause” or a resignation by the NEO for “good reason”, each as defined in the relevant agreement.

	Equity Awards(1)
A. W. Saak	$5,887,045
C. Cristiano	$2,465,046
K. F. Gallo	$5,161,170
P. G. Igoe	$1,078,369
J. Kartono	$635,238

(1)
The award agreements with each NEO provide that, upon such involuntary termination during the two-year period following a Company change in control, the RSUs and options will vest. Performance-based RSUs will vest at actual performance levels as of the change in control of the Company preceding the involuntary termination. The amounts in the table above represent the number of shares of unvested RSUs (with 2022 and 2023 performance-based awards vesting at maximum and 2021 performance-based awards vesting at actual levels) multiplied by a stock price of $56.87 per share for awards covering Crane NXT stock and $118.14 per share for awards covering Crane Company stock, which were the closing market prices for each company’s stock on the last trading day of 2023, as well as the spread of such options based on such stock price.

Benefit Equalization Plan

Each of the continuing NEOs participates in the Crane NXT benefit equalization plan described under the caption “Nonqualified Deferred Compensation Benefits” above. Assuming their separation from service as of December 31, 2023, they would have become entitled to the vested account balance under the benefit equalization plan shown under the 2023 Nonqualified Deferred Compensation Table above.

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2023 Executive Compensation Tables

CEO Pay Ratio

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

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

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

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

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

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

Once we identified our median employee, we estimated the median employee’s annual total compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median annual total compensation disclosed above.

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

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2023 Executive Compensation Tables

Pay Versus Performance

Introduction

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

Pay Versus Performance Table

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

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

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

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

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

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

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

55

2023 Executive Compensation Tables

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

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

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

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

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

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

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

56

2023 Executive Compensation Tables

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

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

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

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

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

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

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

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

57

2023 Executive Compensation Tables

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

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

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

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

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

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

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

Financial Performance Measures

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

• Adjusted EPS;

• Adjusted Free Cash Flow; and

• Relative Total Shareholder Return.

Adjusted EPS and adjusted free cash flow are non-GAAP metrics. See “Non-GAAP Information” section below for a description of how these metrics are calculated. These metrics were further adjusted for special items by the Committee for bonus calculation purposes under the Annual Incentive Plan, which adjustments may in some cases differ from the adjustments made for reporting purposes.

58

2023 Executive Compensation Tables

Description of the Information Presented in the Pay versus Performance Table

As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Cumulative TSR of the Company and Cumulative TSR of the Peer Group

The TSR of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $208, $124, $123, and $92 for fiscal years 2020-2023, 2020-2022, 2020-2021, and 2020, respectively. The TSR of the Company’s Peer Group (the S&P 400 MidCap Capital Goods Index), assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $190, $133, $150, and $118 for fiscal years 2020-2023, 2020-2022, 2020-2021, and 2020, respectively. Please see Note 7 and Note 8 above for additional information related to the computation of Company and peer group TSR.

Compensation Actually Paid and Cumulative Company TSR

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

Compensation Actually Paid and Company Net Income

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

Compensation Actually Paid and Adjusted EPS

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

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BENEFICIAL OWNERSHIP OF COMMON STOCK BY

DIRECTORS AND MANAGEMENT

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

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

*
Less than one percent.

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

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

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

60

PRINCIPAL STOCKHOLDERS OF CRANE NXT, CO.

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

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

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

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

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

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

61

NON-GAAP INFORMATION

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (“GAAP”). However, certain non-GAAP measures have been provided in this Proxy Statement. The Company believes that non-GAAP financial measures which exclude certain items present additional useful comparisons between current results and results in prior operating periods, providing investors with a supplemental view of the underlying trends of the business. The Company also uses these non-GAAP financial measures in making financial, operating, planning and compensation decisions and in evaluating the Company’s performance.

A description of the non-GAAP financial measures used in this Proxy Statement is as follows:

“Adjusted EPS” is calculated as Adjusted net income divided by diluted shares. Adjusted net income is calculated as net income excluding intangible asset amortization, restructuring charges, impact of pension curtailments and settlements, stock-based compensation adjustment resulting from the separation, transaction related expenses such as tax charges, professional fees, and incremental costs related to the separation, and including the tax effect of these adjustments and other discrete tax items.

“Adjusted net income” and “Adjusted EPS” exclude items which are outside of the Company's core performance, some of which may or may not be non-recurring, and which management believes may complicate the presentation of the Company’s underlying earnings and operational performance. These measures include income and expense items that impacted operating profit such as: intangible asset amortization, restructuring charges, impact of pension curtailments and settlements, stock-based compensation adjustment resulting from the separation, transaction related expenses related to the separation, the tax effect of these items and other discrete tax items. Additionally, these non-GAAP financial measures exclude income and expense items that impacted net income and earnings per diluted share such as pre-separation related party interest expense. These items are not incurred in all periods, the size of these items is difficult to predict, and none of these items are indicative of the operations of the underlying businesses. Management believes that non-GAAP financial measures that exclude these items provide investors with an alternative metric that can assist in predicting future earnings and profitability that are complementary to GAAP metrics.

“Free cash flow” and “Adjusted free cash flow” provide supplemental information to assist management and investors in analyzing the Company’s ability to generate liquidity from its operating activities. The measure of free cash flow does not take into consideration certain other non-discretionary cash requirements such as, for example, mandatory principal payments on the Company’s long-term debt. Free cash flow is calculated as cash provided by operating activities less capital spending. Adjusted free cash flow is calculated as free cash flow adjusted for certain cash items which management believes may complicate the interpretation of the Company’s underlying free cash flow performance such as certain transaction related cash flow items associated with the separation. These items are not incurred in all periods, the size of these items is difficult to predict, and none of these items are indicative of the operations of the underlying businesses. Management believes that non-GAAP financial measures that exclude these items provide investors with an alternative metric that can assist in predicting future cash flows that are complementary to GAAP metrics.

These metrics were further adjusted for special items by the Committee for bonus calculation purposes under the Annual Incentive Plan, which adjustments may in some cases differ from the adjustments made for reporting purposes.

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QUESTIONS AND ANSWERS ABOUT THESE PROXY

MATERIALS AND THE ANNUAL MEETING

Why did I receive these materials?

Crane NXT is sending this Proxy Statement and form of proxy card, together with its Annual Report, to you and all of our stockholders, to ask you to appoint proxies to represent you at the Annual Meeting on May 23, 2024.

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

Unless you expect to attend the meeting virtually, please submit a proxy for your shares in any of the following manners: sign, date, and return the enclosed proxy in the envelope provided; vote your shares online by scanning the QR code on your proxy card; or use the internet address or the toll-free telephone number listed in this Proxy Statement. Please return your proxy in any manner described in this paragraph promptly to ensure that your shares are voted at the meeting, no matter how large or how small your holdings may be.

What is the agenda for the Annual Meeting?

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

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

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

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

After adjournment of the formal portion of the meeting, our management will make a brief presentation about the business of Crane NXT, and representatives of Deloitte & Touche LLP will make themselves available to respond to any appropriate questions.

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

How does the Board recommend that I vote?

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

When and where is the Annual Meeting?

The Annual Meeting will be held virtually and is scheduled to be held online via live webcast at 10:00 a.m. Eastern Daylight Time, on Thursday, May 23, 2024. No physical meeting will be held.

To access the Annual Meeting, please visit www.virtualshareholdermeeting.com/CXT2024 and enter the 16-digit control number on your notice of Internet availability of the proxy materials, on your proxy card, or in the instructions that accompanied your proxy materials. We encourage you to access the meeting prior to the start time leaving ample time for check in.

You can view the Annual Meeting agenda, rules of conduct and procedures, and proxy materials for the Annual Meeting on the virtual meeting platform.

63

Questions and Answers About these Proxy Materials and the Annual Meeting

Will there be technical support for the Annual Meeting?

The virtual meeting platform is fully supported across browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is not a supported browser. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the Annual Meeting. We encourage you to access the Annual Meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting, please call the technical support number that will be posted on the virtual meeting log-in page.

Who can attend the Annual Meeting?

Any stockholder of record of Crane NXT as of the close of business on the Record Date, or anyone who holds a valid proxy for the Annual Meeting, may attend the Annual Meeting. If you are a stockholder of Crane NXT as of the close of business on the Record Date, you or your proxy holder may participate, vote and submit questions by visiting www.virtualshareholdermeeting.com/CXT2024 and using your 16-digit control number to enter the meeting. If you do not comply with the procedures described for attending the Annual Meeting via the virtual meeting platform, you will not be able to participate in the meeting.

If your shares are registered directly in your name with Crane NXT’s transfer agent, Computershare, you are considered the stockholder of record, or registered holder (a “Registered Holder”), with respect to those shares. If you are a Registered Holder and do not have your control number, you may contact Investor Relations at ContactUs@CraneNXT.com for assistance.

If you are a beneficial holder and hold your shares through an intermediary, such as a brokerage firm, bank, or other custodian, and want to attend the Annual Meeting (with the ability to ask a question and/or vote, if you choose to do so), you should follow the instructions provided by your brokerage firm, bank or other custodian to participate in the meeting.

Who can vote at the Annual Meeting?

Anyone who owned shares of our Common Stock at the close of business on April 1, 2024, the Record Date, is entitled to notice of and to vote at the Annual Meeting or any postponement or adjournment of the meeting. Each share is entitled to one vote. Shares held in your name as the shareholder of record, as well as shares for which you are the beneficial owner but not the shareholder of record, may be voted electronically during the meeting.

How many votes are required for each question to pass?

Nominees for the Board will be elected if more votes are cast in favor of the nominee than are cast against the nominee by the holders of shares present in person (including virtual attendance) or represented by proxy and entitled to vote at the Annual Meeting.

Each other matter to be voted upon at the Annual Meeting requires the affirmative vote of a majority of the votes cast by the holders of shares of common stock present in person (including virtual attendance) or represented by proxy and entitled to vote at the Annual Meeting.

What are “Broker non-votes”?

Under the rules of the NYSE, brokers holding shares for customers have authority to vote on certain matters even if

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

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

64

Questions and Answers About these Proxy Materials and the Annual Meeting

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

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

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

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

What constitutes a quorum for the meeting?

According to the Company’s amended By-laws, a quorum for a meeting of stockholders consists of the holders of a majority of the shares of common stock issued and outstanding and entitled to vote, present in person or by proxy. Virtual attendance at the Annual Meeting constitutes “in person” attendance for purposes of establishing a quorum. On the Record Date, there were 57,115,678 shares of common stock issued and outstanding, so at least 28,557,840 shares must be represented at the meeting for business to be conducted. If a quorum does not attend or is not represented, the Annual Meeting will have to be postponed.

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

Who will count the votes?

A representative from Broadridge Financial Solutions, Inc. will serve as inspector of elections and will tabulate the votes.

How can I cast my vote?

To vote your shares without attending the Annual Meeting, please follow the instructions for Internet or telephone voting on your notice of Internet availability of the proxy materials, on your proxy card, or in the instructions that accompanied your proxy materials. If you request printed copies of the proxy materials by mail, you may also vote by signing and submitting your proxy card and returning it by mail, if you are the stockholder of record, or by signing the voter instruction form provided by your bank or broker and returning it by mail, if you are the beneficial owner but not the stockholder of record. This way your shares will be represented whether or not you are able to attend the meeting.

You can attend the Annual Meeting and vote your shares virtually at the Annual Meeting by visiting www.virtualshareholdermeeting.com/CXT2024 and entering the 16-digit control number on your notice of Internet availability of the proxy materials, on your proxy card, or in the instructions that accompanied your proxy materials.

How do I submit questions at the Annual Meeting?

Every Crane NXT stockholder has an opportunity during the Annual Meeting to submit questions on the proposals being presented to stockholders. After adjournment of the formal portion of the meeting, stockholders may submit questions on general matters relating to Crane NXT and its business. Stockholders may submit questions by accessing the virtual meeting platform as described above. Representatives of Crane NXT will review the questions during the appropriate portion of the Annual Meeting and answers to appropriate questions will be provided by a member of management or a director.

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

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

65

Questions and Answers About these Proxy Materials and the Annual Meeting

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

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

Who is paying for this solicitation of proxies?

Crane NXT will pay the cost of this solicitation of proxies for the Annual Meeting. In addition to soliciting proxies through the mail using this Proxy Statement, we may solicit proxies by telephone, facsimile, electronic mail, and personal contact. These solicitations will be made by our regular employees without additional compensation. We have also engaged Alliance Advisors LLC to assist in this solicitation of proxies, and we have agreed to pay that firm approximately $18,000. Banks, brokerage houses, and other institutions, nominees, and fiduciaries will be asked to forward the proxy materials to the beneficial owners of the common stock they hold of record, and will be reimbursed for their reasonable expenses in forwarding such material.

Where can I learn the outcome of the vote?

The Inspector of Elections will announce the preliminary voting results at the meeting, and we will publish the final results in a Current Report on Form 8-K filed with the SEC within four business days after the meeting.

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

The Crane NXT amended and restated by-laws, dated as of April 3, 2023, which are on file with the SEC (as Exhibit 3.3 to Crane NXT’s Current Report on Form 8-K filed on April 3, 2023), provide that the Crane NXT annual meeting of stockholders will be held on such date and at such time as shall be designated from time to time by the Crane NXT board of directors. Under the Crane NXT amended and restated by-laws, written notice of stockholder nominations to the Crane NXT board of directors or any other business proposed by a stockholder that is not to be included in the proxy statement must be delivered to Crane NXT’s secretary (a) not later than 90 days nor earlier than 120 days prior to the first anniversary of the preceding year’s annual meeting, or (b) in the event that next year’s annual meeting is not held within 25 days before or after the anniversary date of the immediately preceding annual meeting, the earlier of (i) at least 90 days prior to the date of the Crane NXT annual meeting of stockholders or, (ii) the close of business 10 days following the day on which notice of the date of the annual meeting was mailed to stockholders or public disclosure of the date of the annual meeting was made. Assuming that Crane NXT’s 2025 annual meeting of stockholders is held within 25 days of the anniversary of the 2024 annual meeting of stockholders, Crane NXT must receive written notice (containing the information specified in Crane NXT’s amended and restated by-laws) to Crane NXT’s secretary between January 23, 2025 and February 22, 2025. If Crane NXT does not receive notice by that date, then such proposals may not be presented at the Crane NXT 2025 annual meeting of stockholders.

In addition to satisfying the requirements under the Crane NXT amended and restated by-laws, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies for Crane NXT’s 2025 annual meeting of stockholders in support of director nominees other than Crane NXT’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 24, 2025. If the date of Crane NXT’s 2025 annual meeting of stockholders is changed by more than 30 calendar days from the date of the 2024 annual meeting of stockholders, then notice must be provided by the later of 60 calendar days prior to the date of the 2025 annual meeting or the 10th calendar day following the day on which public announcement of the date of the 2025 annual meeting is first made by Crane NXT.

Stockholders may also submit proposals for inclusion in the proxy materials in connection with the Crane NXT 2025 annual meeting of stockholders through Rule 14a-8 of the Exchange Act. Stockholders who wish to present such proposals must submit their proposals to Crane NXT’s secretary on or before December 12, 2024.

* * * * *

66

Questions and Answers About these Proxy Materials and the Annual Meeting

We urge stockholders who do not expect to attend the Annual Meeting virtually to sign, date, and return the enclosed proxy in the envelope provided, or vote their shares online by scanning the QR code on their proxy card, or use the internet address or the toll-free telephone number listed on the Notice of Annual Meeting. In order to avoid unnecessary expense, we ask your cooperation in voting your proxy promptly, no matter how large or how small your holdings may be.

By Order of the Board of Directors,

 

Paul G. Igoe

Secretary

67

 

 

XML

Cover	12 Months Ended
	Dec. 31, 2023
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	CRANE NXT, CO.
Entity Central Index Key	0000025445

XML

Pay vs Performance Disclosure

3 Months Ended

9 Months Ended

12 Months Ended

Apr. 03, 2023

Dec. 31, 2023

Dec. 31, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance Table

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Company Selected Measure Name

Adjusted EPS

Named Executive Officers, Footnote

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

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

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

Peer Group Issuers, Footnote

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

Adjustment To PEO Compensation, Footnote

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Non-PEO NEO Average Total Compensation Amount

$ 1,884,433

$ 2,368,300

$ 2,183,277

$ 1,595,008

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,138,399

2,520,280

2,995,405

1,044,106

Adjustment to Non-PEO NEO Compensation Footnote

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

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

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

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

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

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

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

Compensation Actually Paid vs. Total Shareholder Return

Description of the Information Presented in the Pay versus Performance Table

As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid and Cumulative Company TSR

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

Compensation Actually Paid vs. Net Income

Description of the Information Presented in the Pay versus Performance Table

As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid and Company Net Income

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

Compensation Actually Paid vs. Company Selected Measure

Description of the Information Presented in the Pay versus Performance Table

As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Compensation Actually Paid and Adjusted EPS

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

Total Shareholder Return Vs Peer Group

Description of the Information Presented in the Pay versus Performance Table

As described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement, the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance (as described in greater detail in the Compensation Discussion and Analysis section of this Proxy Statement), not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular fiscal year. Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Cumulative TSR of the Company and Cumulative TSR of the Peer Group

The TSR of the Company, assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $208, $124, $123, and $92 for fiscal years 2020-2023, 2020-2022, 2020-2021, and 2020, respectively. The TSR of the Company’s Peer Group (the S&P 400 MidCap Capital Goods Index), assuming an initial fixed $100 investment and computed in accordance with the requirements of Item 402(v) of Regulation S-K, was $190, $133, $150, and $118 for fiscal years 2020-2023, 2020-2022, 2020-2021, and 2020, respectively. Please see Note 7 and Note 8 above for additional information related to the computation of Company and peer group TSR.

Tabular List, Table

Financial Performance Measures

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

• Adjusted EPS;

• Adjusted Free Cash Flow; and

• Relative Total Shareholder Return.

Adjusted EPS and adjusted free cash flow are non-GAAP metrics. See “Non-GAAP Information” section below for a description of how these metrics are calculated. These metrics were further adjusted for special items by the Committee for bonus calculation purposes under the Annual Incentive Plan, which adjustments may in some cases differ from the adjustments made for reporting purposes.

Total Shareholder Return Amount

$ 208

124

123

92

Peer Group Total Shareholder Return Amount

190

133

150

118

Net Income (Loss)

$ 188,300,000

$ 401,100,000

$ 435,400,000

$ 181,000,000

Company Selected Measure Amount | $ / shares

4.25

7.87

7.08

3.84

PEO Name

Mr. Mitchell

Mr. Saak

Mr. Mitchell

Mr. Mitchell

Mr. Mitchell

Additional 402(v) Disclosure

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

Measure:: 1

Pay vs Performance Disclosure

Name

Adjusted EPS

Non-GAAP Measure Description

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

Measure:: 2

Pay vs Performance Disclosure

Name

Adjusted Free Cash Flow

Measure:: 3

Pay vs Performance Disclosure

Name

Relative Total Shareholder Return

Mr. Mitchell [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

$ 7,172,988

$ 9,316,556

$ 9,484,490

$ 6,361,666

PEO Actually Paid Compensation Amount

15,203,422

$ 10,823,056

$ 13,917,645

$ 2,420,223

Mr. Saak [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

6,299,752

PEO Actually Paid Compensation Amount

9,602,286

PEO | Mr. Mitchell [Member] | Reported Summary Compensation Table Value [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(6,037,816)

PEO | Mr. Mitchell [Member] | Adjusted Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

14,068,250

PEO | Mr. Mitchell [Member] | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

161,681

PEO | Mr. Mitchell [Member] | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

PEO | Mr. Mitchell [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

PEO | Mr. Mitchell [Member] | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

302,448

PEO | Mr. Mitchell [Member] | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

PEO | Mr. Mitchell [Member] | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

PEO | Mr. Mitchell [Member] | Change in Fair Value, From the End of 2022 Through the Separation Transaction of Awards Granted Prior to 2023 That Were Outstanding and Unvested as of the Separation Transaction [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

13,604,121

PEO | Mr. Saak [Member] | Reported Summary Compensation Table Value [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(4,082,618)

PEO | Mr. Saak [Member] | Adjusted Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

7,385,152

PEO | Mr. Saak [Member] | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

6,399,227

PEO | Mr. Saak [Member] | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

800,315

PEO | Mr. Saak [Member] | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

PEO | Mr. Saak [Member] | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

185,610

PEO | Mr. Saak [Member] | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

PEO | Mr. Saak [Member] | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

Non-PEO NEO | Reported Summary Compensation Table Value [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(881,526)

Non-PEO NEO | Adjusted Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,135,492

Non-PEO NEO | Fiscal Year End Fair Value of Equity Awards Granted in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

840,525

Non-PEO NEO | Fiscal Year over Fiscal Year Change in Fair Value of Outstanding and Unvested Equity Awards at FYE Granted in Prior Fiscal Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

411,090

Non-PEO NEO | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

315,516

Non-PEO NEO | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

568,361

Non-PEO NEO | Fair Value at the End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

Non-PEO NEO | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation in the Summary Compensation Table for the Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

Non-PEO NEO | Mr. Maue [Member] | Change in Fair Value, From the End of 2022 Through the Separation Transaction of Awards Granted Prior to 2023 That Were Outstanding and Unvested as of the Separation Transaction [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 1,620,806