Independent
Tenure on this board
3.2 yrs
9 nominees · 3 ballot items.
Three proposals: (1) election of nine directors for one-year terms; (2) ratification of Deloitte & Touche LLP as independent auditors for 2026; and (3) a non-binding advisory (say-on-pay) vote to approve the 2025 compensation of the named executive officers.
Elect nine directors (Martin R. Benante, Sanjay Kapoor, Ronald C. Lindsay, Susan D. Lynch, Ellen McClain, Charles G. McClure, Jr., Max H. Mitchell, Jennifer M. Pollino, and James L. L. Tullis) to serve one-year terms until the 2027 annual meeting.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as Crane Company’s independent registered public accounting firm for 2026.
A non-binding advisory vote requesting stockholder approval of the compensation paid to Crane Company’s named executive officers for 2025.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed 2025 executive compensation. Management seeks shareholder approval to validate its compensation framework, which emphasizes pay-for-performance through a mix of annual cash incentives tied to adjusted EPS and adjusted free cash flow and long-term equity awards (55% PRSUs tied to relative TSR, 25% stock options, 20% time-based RSUs for the CEO). The Compensation Committee sets targets against peer and survey data and retains an independent compensation consultant; the Committee also conducts pay-for-performance and risk assessments and has clawback and anti-hedging policies. The Company highlights strong 2025 operating performance, record segment margins, strategic acquisitions (Panametrics/Druck/Reuter‑Stokes and optek‑Danulat), and an executed CEO succession plan as context for awards and payouts. Because the vote is advisory, management cannot compel a specific outcome but will consider the vote when making future compensation decisions; the Board explicitly states it will give due consideration to stockholder opinions. The non-binding nature and the Company’s prior say-on-pay result (over 97% support in 2025) reduce the risk of forced changes, but a negative vote could prompt re-evaluation of pay design, target setting, or disclosure. Key governance features supporting management’s recommendation include high proportions of performance-based pay (86% for the CEO), rigorous peer benchmarking, stock ownership guidelines, and a revised clawback policy consistent with SEC and NYSE rules. Investors evaluating the proposal should weigh the Company’s recent financial and strategic performance, the alignment of pay metrics with long-term value creation (TSR, adjusted EPS, free cash flow), and the potential impact of succession and acquisition activity on compensation levels and retention needs.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.7% | 2,721,024 | $465M |
| 2 | Capital World Investors | 4.1% | 2,388,939 | $409M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 2,198,737 | $376M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.6% | 2,101,208 | $359M |
| 5 | FMR LLC | 3.2% | 1,819,243 | $311M |
| 6 | BlackRock, Inc. | 2.6% | 1,494,210 | $256M |
| 7 | STATE STREET CORP | 2.6% | 1,486,080 | $254M |
| 8 | Capital International Investors | 1.9% | 1,073,740 | $184M |
| 9 | GAMCO INVESTORS, INC. ET AL | 1.7% | 998,391 | $171M |
| 10 | AQR CAPITAL MANAGEMENT LLC | 1.7% | 971,056 | $160M |
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