Crane Nxt Co — Definitive Proxy Statement (DEF 14A)

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CRANE NXT, CO.

Dear Fellow Stockholders:

Crane NXT, Co. (“Crane NXT” or the “Company”) cordially invites you to attend its virtual Annual Meeting of Stockholders, which will be held online via live webcast at 10:00 a.m. Eastern Daylight Time, on Thursday, May 22, 2025. 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/CXT2025 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 8, 2025

The 2025 ANNUAL MEETING OF STOCKHOLDERS OF CRANE NXT, CO. will be held virtually for the following purposes:

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

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

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

In fiscal 2024, 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 unit 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 2024 executive compensation policies and practices:

 

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

The Board currently consists of nine members. The nine directors whose terms will expire at the time of the Annual Meeting, but will serve until their successors are duly elected and qualified, are 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 2026 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’s 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’s offer to resign from the Board, and the Board in turn rejected Mr. Tullis’s offer to resign.

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

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

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

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

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

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

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

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

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

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

The Nominating and Governance Committee has reviewed whether any of the directors (other than Mr. Saak, who is the Company’s Chief Executive Officer, and therefore is 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 Mr. Tullis and Ms. McClain, both 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 in 2024 for repayment of 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. With regard to Ms. Joyce, who is Vice President, Google Threat Intelligence at Google LLC, the Nominating and Governance Committee considered the payments made to Google by the Company in 2024 of approximately $300,000 primarily for cybersecurity and marketing tools and services. Among other things, the Nominating and Governance Committee considered that Ms. Joyce does not exert influence on the transactions, the transactions are on standard, arms’ length terms, and that such payments would not reasonably be expected to impact Ms. Joyce’s exercise of her fiduciary duties or independent judgment. The Nominating and Governance Committee accordingly recommended that the Board determine that, other than Mr. Saak, all of Crane NXT’s current directors and all persons who served as a director of Crane NXT at any time during 2024 (other than Mr. Mitchell, the Company’s former CEO and who is no longer a director) are independent in accordance with the foregoing standards, and the Board reviewed and approved director independence based on the recommendation of the Nominating and Governance Committee.

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

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

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

Any stockholder recommendation for next year’s annual meeting, together with the information described above, must be sent to the Corporate Secretary at 950 Winter Street, 4^th Floor North, Waltham, MA 02451 and, in order to allow for timely consideration, must be received by the Corporate Secretary not less than 90 days nor more than 120 days prior to May 22, 2026.

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

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

Our Board takes an active role in overseeing management’s formulation and implementation of its strategic plan. It receives an update on management’s strategic plan for the Company at every regularly scheduled Board meeting. 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.

In accordance with our Corporate Governance Guidelines, 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 and corporate governance. At least annually, the Board receives a comprehensive review of the Company’s ESG program.

The Board recognizes its duty to assure itself that the Company has effective procedures for assessing and managing risks to the Company’s operations, financial position, and reputation, including compliance with applicable laws and regulations. The Board has charged the Audit Committee with responsibility for monitoring the Company’s processes and procedures for risk assessment, risk management, and compliance. Management briefs the Audit Committee at least

annually on the Company’s risk management practices and regularly reports to the Audit Committee on material litigation and regulatory and compliance matters. 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 regularly reports to the Board on the Committee’s meetings and activities.

Management reports to the Board at each regularly scheduled meeting on operating results, pending and proposed acquisition and divestiture transactions (each of which must be approved by the Board before completion), and capital expenditures (material capital expenditures require Board approval).

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

We have a comprehensive Intellectual Capital (“IC”) process at Crane NXT that encompasses careful and rigorous talent selection, systematic training and personalized development, and an annual assessment of performance and potential. Our Board and the Management Organization and Compensation Committee oversee our human capital management and IC process. The Management Organization and Compensation Committee helps ensure that the Company’s management development and succession planning policies and procedures are sound and effective, evaluates the performance of the Chief Executive Officer and other members of senior management, and regularly reports 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 who possess diverse skills and talents.

The Board has established a process to receive communications from stockholders and other interested parties. Stockholders and other interested parties may contact any member 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 sent to Crane NXT c/o Corporate Secretary, 950 Winter Street, 4^th Floor North, Waltham, MA 02451. To communicate with any of our directors electronically, stockholders should use the following e-mail address: corpsec@cranenxt.com.

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

Our Corporate Governance Guidelines do not require that the roles of Chairman of the Board and Chief Executive Officer be held by different individuals because the Board believes that effective board leadership structure is highly dependent on the experience, skills, and personal interaction between persons in leadership roles and the needs of the Company at any particular time. These leadership roles are currently filled separately. Our Chairman of the Board is John S. Stroup, who is not an employee of the Company and who has extensive industry experience and public company board service. Our Chief Executive Officer is Aaron W. Saak. To assist in defining this leadership structure, the Board adopted a position description for the role of the non-employee Chairman of the Board, which is incorporated into our Corporate Governance Guidelines. The principal duties are as follows:

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

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

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. All regularly scheduled meetings of the Board during 2024 included executive sessions without management present and were presided over by John S. Stroup, Chairman of the Board.

The Board met six times during 2024. Each director attended at least 75% of the aggregate number of meetings of the Board (held during the period in 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. All then serving members of the Board were present at the 2024 annual meeting, except for Max Mitchell whose service as a director ceased on the date of the 2024 annual meeting.

Board and committee evaluations play a critical role in ensuring the effective functioning of the Board. The Nominating and Governance Committee, in consultation with the Chairman of the Board, is charged with facilitating an annual self-assessment of the Board’s performance, as well as an annual self-assessment undertaken by each committee of the

Board. The multistep evaluation process begins with a questionnaire, and includes discussions between the Chairman and Board members, and discussions between Committee Chairs and the members of their respective committee. The results are provided to the full Board, and the Board’s policies and practices are updated as appropriate to reflect director feedback.

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 https://investors.cranenxt.com/governance.

Crane NXT has established two written conflicts of interest policies: one for all officers and salaried employees and one covering non-employee directors. 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 constitutes 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 if 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 determine if the Company is party to any transactions above a stated amount in which a 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 capture any “Transactions with Related Persons” that would be required to be disclosed under applicable SEC rules.

In 2024, Crane NXT paid approximately $5.2 million to, and received approximately $1.5 million from, Crane Company, where Mr. Tullis and Ms. McClain are directors and Mr. Stroup was a director until July 2024. Mr. Mitchell was a director of the Company until May 2024 and presently is the President and CEO of Crane Company. These transactions involved repayment for third party invoices paid by the other party and tax-related obligations, under the Separation and Distribution 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 0.5% of Crane NXT’s gross revenue for 2024.

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

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

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

The members of the Board, other than Mr. Saak (who does not receive compensation for his service as a director), receive the following compensation:

DSUs are issued to non-employee directors 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 2024 are disclosed below.

No meeting fees will be paid unless the total number of meetings between Annual Meetings exceeds three more than the regularly scheduled meetings of the Board and the relevant committees. No meeting fees were paid in 2024.

The Management Organization and Compensation Committee is responsible for reviewing and recommending to the Board any revisions to our director compensation program. In 2024, 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 (as modified in 2024 by the removal of Altra Industrial Motion Corp. and Diebold Nixdorf, Inc. and the addition of Novanta Inc. and Sensata Technologies Holding plc). Following such review and consideration, the Committee recommended no changes to the director compensation program for 2025, and the Board approved the Committee’s recommendation.

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. Vested and unvested DSUs count towards ownership. As of the Record Date, all directors were in compliance with our stock ownership guidelines.

Pursuant to the Crane NXT shareholder-approved Stock Incentive Plan (as defined below), the combined value of cash compensation and equity awards (based on their grant date fair value) awarded to any non-management director in a calendar year may not exceed $750,000 or, in the case of the Chair of the Board, $1 million. The Board is permitted under the terms of such plan to make exceptions to this limit in extraordinary circumstances, provided that any director receiving additional compensation is recused from the decision-making process.

The following table shows the 2024 compensation of all directors. In accordance with SEC regulations, the table excludes Mr. Saak, whose compensation is shown in the 2024 Summary Compensation Table below and who did not receive additional compensation for his service as a director.

 

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 2025. 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 2025.

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 responsible for the appointment, compensation and retention of the independent auditors, oversight of the work of the independent auditors, including resolution of any disagreements that arise between management and the auditor regarding financial reporting, and evaluation of the performance of the independent auditors. The independent auditors report directly to the Audit Committee.

Set forth below is a summary of the fees for the years ended December 31, 2024 and 2023 to the Company’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates:

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

In accordance with its written charter adopted by the Board, the Audit Committee (the “Committee”) assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing, and financial reporting practices of Crane NXT. 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. We rely without independent verification on the information provided to us and on the representations made by management and the independent auditors. We serve in an oversight capacity and are not intended to be part of the Company’s operational or managerial decision-making process. The Company’s management is responsible for the preparation, integrity and fair presentation of information in the Company’s consolidated financial statements, the financial reporting process and internal control over financial reporting. Deloitte & Touche LLP, the Company’s independent auditors, is responsible for auditing the Company’s consolidated financial statements and internal control over financial reporting. Our principal purpose is to monitor these processes. 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 complete and accurate and are presented in accordance with generally accepted accounting principles, or that the Company’s auditors are in fact “independent.” Additionally, while we are responsible for reviewing the Company’s policies and practices with respect to risk assessment and management, it is the responsibility of the Chief Executive Officer and senior management to determine the appropriate level of the Company’s exposure to risk.

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

The Committee reviewed and discussed the audited financial statements of the Company as of and for the year ended December 31, 2024, 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, 2024, for filing with the SEC.

The Committee approved a policy regarding services by the Company’s independent auditors, effective January 1, 2003. Under this policy, the independent auditors are prohibited from performing certain services in accordance with Section 202 of the Sarbanes-Oxley Act of 2002. With respect to non-prohibited services to be provided by the independent auditors, the policy requires that a budget for such services be prepared by management and approved by the Committee at the beginning of each fiscal year, and any expenditure outside of the budget must also be approved by the Committee in advance. Pursuant to this policy, the Committee reviewed and approved the budget for the audit and other services to be provided by Deloitte & Touche LLP in 2025. 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 19, 2025

Michael Dinkins, Chair

William Grogan

Sandra Joyce

David D. Petratis

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

 

As required by SEC rules, we are asking our stockholders to approve, on an advisory, non-binding basis, the compensation of our named executive officers (“NEOs”) as disclosed in the “Compensation Discussion and Analysis”, the compensation tables and the related narratives below. This proposal, commonly known as a “Say-on-Pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific NEO, but rather the overall compensation of all of our NEOs and the philosophy, policies and practices described in this proxy statement. Based on the recommendation of stockholders at the Company’s 2023 annual meeting of stockholders, and the Board’s consideration of that recommendation, the Company has determined that it will hold a non-binding advisory vote to approve the compensation paid by the Company to its NEOs 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 NEOs is:

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

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

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

This section of the Proxy Statement explains how, under the guidance of our Management Organization and Compensation Committee (the “Committee” or “Compensation Committee”), our executive compensation program is designed and operated with respect to our “named executive officers” or “NEOs,” whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement. Pursuant to SEC regulations, for 2024, our NEOs include the executive officers listed below. Mr. Gallo ceased to be an executive officer on October 1, 2024 when, ahead of his February 2025 retirement, he transitioned leadership of the Company’s Crane Payment Innovations (“CPI”) business to the new President of CPI, Mr. Mahan. From October 1, 2024 through his retirement on February 28, 2025, Mr. Gallo remained with the Company to support a seamless leadership transition to Mr. Mahan. Ms. Kartono departed from her position with the Company on March 1, 2025 and will cease to be an employee effective April 25, 2025.

This Compensation Discussion and Analysis summarizes the compensation of the Company’s NEOs in 2024. Mr. Keayes is employed in the United Kingdom and receives his compensation in GBP. Amounts in this Compensation Discussion and Analysis have been converted to USD using an exchange rate of 1.2521 USD to 1 GBP for 2024 (as of December 31, 2024), and a rate of 1.2732 USD to 1 GBP for 2023 (as of December 31, 2023).

We believe that executive officer compensation should be directly linked to performance and highly correlated to stockholder value. The principles that guide our compensation decisions include:

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 the Company’s performance.

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

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

Base salaries for the NEOs were increased in early 2024 in connection with annual merit increases and to remain within a competitive range of median compensation levels in competitive market data provided by the Committee’s independent compensation consultant, FW Cook. The following table lists the annual base salaries as of the end of fiscal years 2023 and 2024 for each NEO:

We pay our NEOs cash bonuses based on the attainment of Company performance goals established near the beginning of the year. Near the beginning of 2024, the Committee (or the Board in the case of the Chief Executive Officer) approved a target bonus for each NEO, expressed as a percentage of base salary. Target bonus percentages for all NEOs, except Ms. Cristiano, were unchanged from 2023. Ms. Cristiano’s target bonus percentage was increased from 70% to 80% in 2024 to better align her target bonus opportunity to a competitive range of median compensation levels for Chief Financial Officers of comparably sized companies. Cash incentives are used to motivate and reward achievement of corporate performance objectives which are strategically aligned with enhancing stockholder value.

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).

Performance metrics for 2024 consisted of revenue, adjusted operating profit and adjusted free cash flow, weighted 25% / 50% / 25% respectively, for all NEOs. These performance metrics reflect a change from the 2023 metrics. In 2023, Corporate performance metrics were adjusted EPS and adjusted free cash flow, weighted 75% / 25%, respectively, and 2023 business unit performance metrics were adjusted operating profit and adjusted free cash flow, weighted 70% / 30%, respectively. At the end of 2023, the Committee decided to add a revenue metric to align with the Company’s strategy to accelerate revenue growth and to align with the Company’s peer group practice. At the same time, for the Corporate performance metrics, the Committee replaced adjusted EPS with adjusted operating profit to align the Corporate performance metrics with the business unit performance metrics and to align with the Company’s peer group practice of utilizing operating profit as a core metric.

For each performance metric, the Committee set threshold, target and maximum performance levels based on the Company’s 2024 operating plan, so that actual payouts could range from 0% to 200% of the target award amounts, with linear interpolation between levels. In February 2024, the Committee established performance metric targets and payout ranges. For our Corporate performance metrics, actual performance compared to annual incentive objectives for the NEOs (other than Mr. Keayes) were as follows:

For our Crane Currency metrics, actual performance compared to annual incentive objectives for Mr. Keayes were as follows:

In February 2025, the Committee reviewed management’s reports on the performance of the Company in 2024 against the relevant bonus objectives. The calculations resulted in a Corporate payout percentage of 81.7% of target for the NEOs (other than Mr. Keayes) and, with respect to Mr. Keayes, a Crane Currency payout percentage of 86.6% of target. The approved payout percentages and cash bonuses for our NEOs for 2024 are as follows: