CRANE NXT, CO.   950 WINTER STREET, 4TH FLOOR   WALTHAM, MA 02451   Dear Fellow Stockholders:				This Proxy Statement and the 2022 Annual Report to Stockholders are available at www.investors.cranenxt.com/ar

Crane NXT, Co. (“Crane NXT”), 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 Monday, June 5, 2023. There will be no physical location for the Annual Meeting. Crane NXT stockholders will be able to attend the Annual Meeting online, and, with a control number appearing on your proxy card, vote shares electronically and submit questions during the Annual Meeting by visiting www.meetnow.global/MDWD6FQ at the meeting date and time.

As the new Chairman of Crane NXT, I couldn’t be more excited about the strength of the business today, and about the many incremental opportunities we are pursuing. Today, Crane NXT is a premier industrial technology company and a trusted partner to governments and businesses around the world for security, authentication, and automation solutions. We have deep expertise and proprietary capabilities with sensing technologies for verification and authentication, micro-optics technology for visual authentication, as well as related managed services and software. These capabilities underpin our strong business today, support opportunities for growth in our core, and provide the foundation for growth into near-adjacencies both organically and through acquisitions. I am confident that Crane NXT is well positioned to drive long-term profitable growth for the benefit of all of our stakeholders.

As a reminder, in March 2022, we announced our plan to separate Crane Holdings, Co. into two independent, publicly traded companies through the distribution to our stockholders of all of our businesses, other than our Payment & Merchandising Technologies segment. We completed the separation transaction on April 3, 2023. Upon completion of the separation transaction, Crane Holdings, Co. was renamed “Crane NXT, Co.” and continues to operate the businesses that were within the former Payment & Merchandising Technologies segment. The new company distributed to Crane Holdings, Co. stockholders at separation, Crane Company, holds our former Aerospace & Electronics and Process Flow Technologies global growth platforms, as well as our Engineered Materials segment.

References in this Proxy Statement to Crane Holdings, Co. (including “Crane Holdings” or “Holdings”) refer to our pre-separation Company, references to Crane NXT, Co. refer to our post-separation Company, and references to Crane Company refer to the company we distributed to our stockholders. References to the “Company” or “we” include both Holdings pre-separation and Crane NXT post-separation, as the context dictates, and references to “Crane” generally, refer to the entire Crane organization, encompassing all entities.

The Notice of Annual Meeting and Proxy Statement on the following pages describe the matters to be presented at the meeting. Management will report on current operations, and there will 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 21, 2023

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To the Stockholders of Crane NXT, Co.:

The 2023 ANNUAL MEETING OF STOCKHOLDERS OF CRANE NXT, CO. will be held virtually for the following purposes:

		WHEN:

  June 5, 2023

  Monday 10:00 a.m.

  Eastern Daylight Time

 

		WHERE:

  Online via live webcast at   www.meetnow.global/MDWD6FQ

  HOW TO VOTE:

 

		By Phone

  800-652-VOTE (8683)

  in the United States,

  United States territories,

  and Canada

 

		By Mail

  Complete, sign, and return

  the proxy card.

 

		By Internet

www.envisionreports.com/cxt

 

		Live Webcast

  Stockholders at the close of

  business on April 10, 2023,

  are entitled to vote at the

  Annual Meeting virtually.

 

		By Scanning

  You can vote your shares

  online by scanning the QR

  code on your proxy card.

 

 

 

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Crane NXT Board Composition

Our Corporate Governance Guidelines provide that the Board should generally have from nine to twelve directors, a substantial majority of whom must qualify as independent directors under the listing standards of the 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/her resignation from the Board.

The Board currently consists of eight members, six of whom are independent, and five were previously directors of Crane Holdings, Co. The company is continuing its efforts to identify an additional Board member and expects to appoint a ninth director after this year’s Annual Meeting. James L.L. Tullis, who has been a member of the Board since 1998 and Chairman since 2020, has attained the age of 75 as of the Record Date and, in accordance with the Company’s Director retirement policy, indicated his intention to retire from the Board effective as of the Annual Meeting. The Board reviewed Mr. Tullis’ proposed resignation giving due consideration to Mr. Tullis’ skills, expertise and leadership and governance experience. Due to his significant contributions and current involvement in director recruitment and other governance matters, and the significant benefits to the Company from leadership stability and continuity following the Company’s recently completed separation transaction, the Board requested that Mr. Tullis stand for re-election for a one-year term at the Annual Meeting. Mr. Tullis, however, will no longer serve as Chairman of Crane NXT.

The eight 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, Cristen Kogl, Ellen McClain, Max H. Mitchell, Aaron W. Saak, John S. Stroup, and James L. L. Tullis. Messrs. Tullis and Mitchell are expected to remain on the Crane NXT Board for a short transitionary period so the Company may benefit from their respective insights and experience. It is anticipated that Ms. McClain and Ms. Kogl, and Messrs. Dinkins, Grogan and Stroup will serve beyond a transitionary period on the Crane NXT Board.

The Board has nominated each of the eight directors for re-election by the stockholders for a one-year term to expire at the 2024 annual meeting of stockholders. The Board has determined that all directors other than Mr. Mitchell and Mr. Saak are independent directors.

The Company believes a board with between nine to twelve directors is appropriate to generate a manageable diversity of thought, perspective and insight in a cost-efficient manner, and will continue its efforts to appoint a ninth member of the Board after the Annual Meeting.

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, and 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.

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Item 1: Election of Directors

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

The Nominating and Governance Committee has proposed, and the Board recommends, that each of the eight 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.

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. The Company is proud to have such a diverse Board, including with respect to gender and ethnicity.

Board Snapshot

Board Skills and Experience

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

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Item 1: Election of Directors

Summary of Board Skills and Experience

Public company multinational CEO experience

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Expertise with one or more of our end markets

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Independent

Self-Identified Race/Ethnicity

African American

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White Caucasian

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

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Item 1: Election of Directors

Board of Directors Nominees

Nominees to be Elected for Terms to Expire in 2024

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

				MICHAEL DINKINS   Age: 69   Director Since: 2019		Crane NXT Committees: Audit (chair); Nominating and Governance; Executive
		Retired Executive Vice President and Chief Financial Officer, Integer Holdings Corporation, Plano, Tex. (leader in advanced medical device outsourcing).   Other Directorships:   •  The Shyft Group since 2020   •  Community Health Systems, Inc. since 2017
		Relevant Skills and Experience:   •  Sophisticated financial expertise acquired through public company chief financial officer, chief executive officer and financial, IT and internal audit roles   •  Significant experience with complex leveraged refinancing and equity financing (initial public offering and secondary markets) transactions   •  CEO of a publicly traded company with international operations   •  Expertise in the global integration of acquired companies   •  National Association of Corporate Directors – Directorship Certification®

				WILLIAM GROGAN   Age: 44   Director Since: 2023		Crane NXT Committees: Audit; Management Organization and Compensation
		Senior Vice President and Chief Financial Officer, IDEX Corporation, Elmhurst, Ill. (diversified global designer and manufacturer of fluidics systems, specialty engineered products, and mission-critical components across a wide range of markets, including Industrial, Life Sciences, Fire & Safety, Food & Pharma, Energy and Semiconductor)   Other Directorships:   •  None.
		Relevant Skills and Experience:   •  Financial expertise acquired as a public company chief financial officer and 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 shareholders

      13

Item 1: Election of Directors

				CRISTEN KOGL   Age: 57   Director Since: 2023		Crane NXT Committees: Nominating and Governance
		Chief Legal Officer, General Counsel and Corporate Secretary, Zebra Technologies Corporation, Downers Grove, Ill. (a global leader in enterprise asset intelligence)   Other Directorships:   •  None.
		Relevant Skills and Experience:   •  Operational and organizational expertise as an in-house lawyer/corporate generalist for 25+ years managing global legal and compliance teams   •  Personal and organizational commitment to diversity, equity and inclusion; Member of Leadership Council on Legal Diversity   •  Mergers & acquisitions, intellectual property, U.S. public company governance and Securities & Exchange Commission regulations, commercial contracting, enterprise risk management, litigation management, labor and employment relations, government affairs, and compliance functions

				ELLEN MCCLAIN   Age: 58   Director Since: 2013		Crane NXT Committees: Management Organization and Compensation (chair); Nominating and Governance
		President since 2022, Chief Operating Officer since 2021, and Chief Financial Officer from 2015 to 2021, Year Up, Boston, MA (not-for-profit provider of job training services). Senior management and financial positions with New York Racing Association, Inc., Ozone Park, NY (operator of thoroughbred racetracks), including President from 2012 to 2013. Vice President, Finance of Hearst-Argyle Television, Inc., New York, NY (operator of local television stations) from 2004 to 2009.   Other Directorships:   •  Crane Company since 2023   •  Horseracing Integrity and Safety Authority since 2021
		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

14      

Item 1: Election of Directors

				MAX H. MITCHELL   Age: 59   Director Since: 2014		Crane NXT Committees: None
		President and Chief Executive Officer of Crane Company (a global manufacturer of highly engineered products in the Aerospace and Electronics, Process Flow Technologies, and Engineered Materials markets) since 2023; President and Chief Executive Officer of the Company from 2014 to April 3, 2023; President and Chief Operating Officer of the Company from 2013 to 2014; Executive Vice President and Chief Operating Officer of the Company from 2011 to 2013; Group President, Process Flow Technologies segment of the Company from 2005 to 2012.   Other Directorships:   •  Crane Company since 2023   •  Lennox International, Inc. from 2016 to 2022   •  Manufacturers Alliance for Productivity and Innovation
		Relevant Skills and Experience:   •  Chief Executive Officer of a global publicly-traded company   •  Comprehensive knowledge of the Company’s culture and operations gained from successive leadership positions of increasing responsibility   •  Demonstrated expertise developing and driving corporate strategy and optimizing portfolio results, including extensive portfolio reshaping   •  Extensive knowledge of, and experience with, the global end markets in which the Company trades   •  Broad international and domestic M&A expertise, including successful integration of acquired companies   •  Extensive experience with intellectual/human capital management process to drive a performance-based culture

				AARON W. SAAK   Age: 49   Director Since: 2023		Crane NXT Committees: Executive
		President and Chief Executive Officer of the Company since 2023; President and CEO of Mobility Solutions and President of Gilbarco Veeder-Root, a subsidiary of Vontier Corporation (a global technology leader serving the retail convenience market) from February 2018 to November 2022.   Other Directorships:   •  None.
		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

      15

Item 1: Election of Directors

				JOHN S. STROUP   Age: 56   Director Since: 2020		Crane NXT Committees: Executive (Chair); Audit
		Operating Advisor, Clayton, Dubilier & Rice (a global private equity manager that invests in and builds businesses) since 2020. Former President, Chief Executive Officer, and member of the board of directors from 2005 to May 2020, Chairman from 2016, and Executive Chairman from 2020 to May 2021, of Belden Inc. (a global leader in signal transmission and security solutions).   Other Directorships:   •  Crane Company since 2023   •  Zurn Elkay Water Solutions Corporation from 2008 to 2023 (resignation effective with May 2023 annual meeting)*   •  Tenneco from 2020 to 2022   •  Belden, Inc. from 2005 to May 2021; Chairman from 2016 to 2020; Executive Chairman from 2020 to May 2021
		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
		*  In October 2021, Regal Beloit Corporation and Rexnord Corporation effected a corporate spin-off transaction resulting in two entities, Regal Rexnord Corporation and Zurn Water. The entity formerly known as Rexnord Corporation was renamed Zurn Water, now named Zurn Elkay Water Solutions Corporation as a result of a February 2022 merger with Elkay Manufacturing Company and affiliates.

16      

Item 1: Election of Directors

				JAMES L. L. TULLIS   Age: 75   Director Since: 1998		Crane NXT Committees: Nominating and Governance; Management Organization and Compensation
		Chairman, Tullis Health Investors, LLC, Palm Beach Gardens, FL (venture capital investments in the health care industry) from 1988 to the present.   Other Directorships:   •  Crane Company since 2023   •  Alphatec Holdings, Inc. since 2018   •  Exagen Diagnostics, Inc. from 2015 to 2023 (resignation effective with June 2023 annual meeting)   •  Lord Abbett & Co. Mutual Funds since 2006; Chairman since 2017   •  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

VOTE REQUIRED

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

      17

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 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. In addition, the Nominating and Governance Committee reviews and must approve all charitable contributions in excess of $10,000 made by the Company or through one of the following three independent charitable funds: Crane Fund, Crane Fund for Widows and Children, or Crane Foundation, to any organization for which a director or his or her spouse or other immediate family member serves as a trustee, director, or officer or in any similar capacity. There were no such contributions in 2022.

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” on page 28.

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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 current Chief Executive Officer of Crane NXT, and Mr. Mitchell, who served as Chief Executive Officer of Crane Holdings, Co. until the completion of the separation transaction on April 3, 2022, 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. The Nominating and Governance Committee determined 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 at any time during 2022 are independent in accordance with the foregoing standards, and the Board has reviewed and accepted the determinations of the Nominating and Governance Committee.

In evaluating the independence of all directors, the Board considered all transactions in which the Company and any director had an interest, including all purchases and sales with other companies on which a director served on that company’s board. The Board determined in each case that such purchases and sales were de minimis, comprising less than 0.1% of the Company’s revenues. The Board evaluated these transactions that arose in the ordinary course of business and on the same terms and conditions available to other customers and suppliers. Furthermore, in reaching their determinations regarding the independence of the directors (other than Mr. Saak and Mr. Mitchell), the Committee and the Board applied the Standards for Director Independence described above and determined that there were no transactions that were likely to affect the independence of any director’s judgment.

Board Refreshment

At the 2017 annual meeting, our stockholders voted to declassify the Board, reducing the term of office for directors from three years to one year. In connection with this change, the Corporate Governance Guidelines were amended to increase the retirement age for directors from 72 to 75. Each director who has attained the age of 75 as of the record date for an annual meeting of stockholders is required to tender his or her resignation from the Board. The Corporate Governance Guidelines also require a director to tender his or her resignation from the Board if there is a significant change in his or her primary job responsibilities that could impact the skills or perspectives they bring to the Board. The Nominating and Governance Committee then makes a recommendation to the Board, based on a review of all the circumstances, whether the Board should accept the resignation or ask the director to continue on the Board. Mr. Tullis, who has been a member of the Board since 1998 and Chairman since 2020, has attained the age of 75 as of the Record Date and, in accordance with the Company’s Director retirement policy, indicated his intention to retire from the Board effective as of the Annual Meeting. The Board reviewed Mr. Tullis’ proposed resignation giving due consideration to Mr. Tullis’ skills, expertise and leadership and governance experience. Due to his significant contributions and current involvement in director recruitment and other governance matters, and the significant benefits to the Company from leadership stability and continuity following the Company’s recently completed separation transaction, the Board requested that Mr. Tullis stand for re-election for a one-year term at the Annual Meeting. Mr. Tullis, however, will no longer serve as Chairman of Crane NXT.

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 this process, the Committee will consider potential candidates proposed by other members of the Board, by management, or by stockholders, and the Committee has the sole authority to retain a search firm to assist in this process, at Crane NXT’s expense.

Once a person has been identified by the Nominating and Governance Committee as a potential candidate, the Committee, as an initial matter, may collect and review publicly available information regarding the person to assess whether the person should be considered further. Generally, if the person expresses a willingness to be considered and to serve on the Board, and the Committee believes that the person has the potential to be a good candidate, the Committee would seek to gather information from or about the person, review the person’s accomplishments and

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Item 1: Election of Directors

qualifications in light of any other candidates that the Committee might be considering, and, as appropriate, conduct one or more interviews with the person. In certain instances, Committee members may contact one or more references provided by the candidate or may contact other members of the business community or other persons that may have greater first-hand knowledge of the candidate’s background, skills and accomplishments. The Committee’s evaluation process does not vary based on whether or not a prospective candidate is recommended by a stockholder.

Board Effectiveness

Our Board, led by our Nominating and Governance Committee, evaluates the size and composition of our Board at least annually, giving consideration to evolving skills, diversity, perspective, and experience needed on our Board to perform its governance and oversight role as the business grows and evolves and the underlying risks change over time. Below are steps our Board has recently taken to proactively improve our Board effectiveness.

		STEPS TO IMPROVE BOARD EFFECTIVENESS   •  Identify director candidates with diverse backgrounds and experiences   •  Annual Board and committee performance self-evaluations   •  Alignment of director strengths with the Company’s strategic goals and objectives   •  Director retirement policy   •  Strict over-boarding policy for directors   •  Adjust the size of the Board as appropriate to meet the governance needs of the Company
		OUTCOMES    Elevennew directors over the past ten years    Expandedqualifications and diversity of thought, including the number of women and ethnically diverse directors, represented on the Board    Threedirectors retired in last five years in accordance with director retirement policy    Furtherskills added to the board include:   •  Significant international M&A experience   •  Public company CEO experience   •  Public company CFO experience   •  Cyber/Information security skills

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 following information and must update such information as of the record date for the meeting:

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Item 1: Election of Directors

Such notice must also be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director, if elected. 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, 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 June 5, 2024.

Majority Voting for Directors and Resignation Policy

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

Board’s Role and Responsibilities

The Board is responsible for, and is committed to, overseeing the business and affairs of the Company and providing guidance for sound decision making, 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, receives regular updates from consultants and other experts on the global capital markets and industrial technology environment, 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, and, if necessary, challenges management on the Company’s strategic direction. The Board also monitors and evaluates, with the assistance of the Chief Executive Officer, the Company’s strategic results, and approves all material capital allocation decisions.

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 philanthropy, sustainability, and equality initiatives and reviews the Company’s prior year efforts and performance on these important issues. (See “Corporate Governance and Sustainability” on page 30). Our Board also receives periodic reports from management regarding the Company’s efforts, initiatives, and performance

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Item 1: Election of Directors

with respect to these metrics and is not only responsible for the oversight of the Company’s ESG commitments, but for periodically reviewing the Company’s policies and practices regarding ESG matters.

Cyber and Information Security Risk Oversight

Tone at the Top

Our approach to cybersecurity begins with our desire to maintain strong governance and controls to effectively manage and reduce security risks. Security begins with our “tone at the top”, where Company leadership consistently communicates the requirements for vigilance and compliance throughout the organization, and then leads by example. The cybersecurity program is led by Crane NXT’s Chief Information Security Officer, who provides periodic updates to the Audit Committee of our Board of Directors, annual updates to the full Board of Directors, and regular reports to the Executive Management Team about the program, including information about cyber risk management governance and the status of ongoing efforts to strengthen cybersecurity effectiveness. The entire board of directors ultimately is responsible for overseeing management’s risk assessment and risk management processes designed to monitor and mitigate information security risks, including cyber risks. The Company maintains cyber risk and related insurance policies as a measure of added protection.

Our Team and Capabilities

Our cybersecurity program is staffed by a team of highly skilled cybersecurity professionals, including over 20 dedicated internal cybersecurity resources. Several members of the security team currently have Certified Information Systems Security Professional (CISSP) credentials, many hold one or more Global Information Assurance Certification (GIAC)/The Sans Institute (SANS) cybersecurity certificates, and in total the team has several dozen security and network certifications. Our response team members are located in various global locations to ensure 24/7 monitoring and response capabilities and are backed by a 24/7 Managed Security Services Provider (MSSP) who monitors cybersecurity alerts. The program incorporates industry standard frameworks, policies and practices designed to protect the privacy and security of our sensitive information, backed by a suite of best-in-breed security technologies and tools to implement and automate security protections for our networks, employees, and customers.

Our Program and Results

We utilize a risk-based, multi-layered information security approach following the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and the Center for Internet Security (CIS) critical security controls. We have adopted and implemented an approach to identify and mitigate information security risks that we believe is commercially reasonable for manufacturing companies of our size and scope and commensurate with the risks we face. During the past 5 years, no attempted cyber-attack or other attempted intrusion on our information technology networks has resulted in a material adverse impact on our operations or financial results, in any penalties or settlements, or in the loss or exfiltration of Company data. In the event an attack or other intrusion were to be successful, we have a response team of internal and external resources engaged and prepared to respond.

Education and Awareness

We educate and share best practices globally with our employees to raise awareness of cybersecurity threats. As part of our internal training process, we maintain an annual training for all employees on cybersecurity standards, as well provide monthly trainings on how to recognize and properly respond to phishing, social engineering schemes and other cyber threats. The Company uses advanced systems to block and analyze all email for threats, as well as equip our employees with an intuitive mechanism to easily report suspicious emails which are analyzed by our security systems and dedicated incident response team. Monthly “test” phishing emails are sent to our associates. Any failures trigger a retraining exercise if not properly reported and a monthly training vignette on cybersecurity awareness. To round out our robust awareness program, we have specific and regular training for our IT professionals, and we regularly engage independent third parties to test our information security processes and systems as part of our overall enterprise risk management program.

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Item 1: Election of Directors

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, environmental remediation activities, and on any violations of law or Company policies and resultant corrective action. The Audit Committee receives presentations regarding these matters from management at each in-person meeting (at least quarterly). The Company’s Director of Compliance and Ethics, as well as the Chief Audit Executive, 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” on page 58.

Coordination Among Board Committees Regarding Risk Oversight

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

      23

Item 1: Election of Directors

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 Engagement

Crane NXT regularly meets with current and potential stockholders, both to provide transparency about its operations and results, and to better understand the investment community’s perception of the Company’s performance and corporate strategy. Crane NXT typically hosts an annual investor day event during the first quarter of the year to provide a thorough review of the prior year’s results, to discuss the Company’s outlook for the current year, and to review the Company’s portfolio and capital allocation strategies. In 2022, our investor day event was held on March 30, concurrent with the initial announcement of our intent to separate into two independent companies.

During 2022, the Company also participated in meetings, phone calls and video conference calls with approximately 195 different investors at conferences, during investor roadshows, and in response to direct investor inquiries, an increase of approximately 70% from the prior year. The substantial increase in investor interaction during 2022 reflected our efforts to ensure thorough and transparent communications about the separation transaction to our current and potential future investors.

Our Vice President of Investor Relations and/or our Chief Financial Officer provide feedback from the investor and analyst meetings formally to the Board on a quarterly basis. Additional viewpoints and commentary from investors and analysts are incorporated into our comprehensive strategic review which is presented to the Board at least annually, and on an ad hoc basis as appropriate.

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, 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.

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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 of Crane NXT, 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.

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Item 1: Election of Directors

Committees of the Board

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

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Item 1: Election of Directors

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Item 1: Election of Directors

Executive Sessions of Non-Management Directors

All nine of the meetings of the Board during 2022 included executive sessions without management present, presided over by James L. L. Tullis, Chairman of the Board. Crane’s Corporate Governance Guidelines require our non-management directors to meet in executive session without management on a regularly scheduled basis, but not less than two times a year. The Chairman of the Board presides at executive sessions, unless he or she is a member of management, in which case the presiding person at executive sessions rotates on an annual basis among the Chairs of the Nominating and Governance Committee, the Audit Committee, and the Management Organization and Compensation Committee. If the designated person is not available to chair an executive session, then the non-management directors select a person to preside.

Board Meetings and Attendance

The Board met nine times during 2022. Each director, other than Mr. Dinkins, who was unable to attend one Board meeting due to an unexpected, urgent personal matter, attended 100% of the Board and Committee meetings held in the period during which he or she was a director and Committee member. In addition, it is Crane 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 2022 annual meeting.

Board Processes

Board and Committee Evaluation Process

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

Director Education

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

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.

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Item 1: Election of Directors

Conflicts of Interest; Transactions with Related Persons

Crane NXT has established two Conflict of Interest Policies: CP-103, to which all officers and salaried employees are subject, and CP-103D, to which non-employee directors are subject. Those who are subject to the policies are required to disclose to the General Counsel in writing each outside relationship, activity, and interest that creates a potential conflict of interest, including prior disclosure of transactions with third parties. The General Counsel will determine whether the matter does or does not constitute an impermissible conflict of interest, or may in his or her discretion refer the question to the 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 CP-103 or CP-103D, as applicable, and whether they have knowledge of any other person’s failure to comply. In addition, each director and executive officer is required to complete an annual questionnaire which calls for disclosure of any transactions above a stated amount in which the director or officer or any member of his or her family has a direct or indirect material interest. The Board 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.

Company Policy Regarding Hedging Transactions

Crane NXT’s Policy on Trading in Company Stock 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. The policy applies to any transaction that allows the individual to continue to own the covered securities, but without the full risks and rewards of ownership, such as zero-cost collars and forward sale contracts. The policy applies to any Company stock owned by the individual, whether acquired through equity compensation awards or otherwise.

Corporate Governance Documents

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

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Item 1: Election of Directors

Corporate Governance and Sustainability

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

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Item 1: Election of Directors

Compensation of Directors

Director Compensation Program

Our director compensation program is reviewed annually by the Management Organization and Compensation Committee’s independent consultant and all changes are intended to align the program with the peer group median. The members of the Board, other than Mr. Mitchell (who did not receive compensation for his service as a director while serving as Chief Executive Officer of Crane Holdings, Co. prior to the separation transaction) and Mr. Saak (who does not receive compensation for his service as a director), receive the following compensation:

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. The compensation of Mr. Mitchell, who was Chief Executive Officer until the closing of the separation transaction on April 3, 2023, in addition to having been a director since January 31, 2014, is shown in the 2022 Summary Compensation Table on page 64.

Mr. Tullis, the non-employee Chairman of the Board, serving in that role until the closing of the separation transaction on April 3, 2023, received the same annual retainer as a non-employee director plus an incremental retainer of $130,000 per year, payable in cash (or up to 100% in DSUs or fully vested shares, at the election of the Chairman). The Company also had a time-sharing agreement with Mr. Tullis under which he was permitted personal use of the corporate aircraft, for which he reimbursed the Company the aggregate incremental cost, until the closing of the separation transaction on April 3, 2023. See “Other Arrangements with our Named Executive Officers—Use of Company Aircraft” on page 61.

The Management Organization and Compensation Committee, which is composed solely of independent directors, has the primary responsibility for reviewing and considering any revisions to our director compensation program. The Management Organization and Compensation Committee undertook its annual review of the type and form of compensation paid to our non-employee directors in connection with their service on the Board and its committees for fiscal year 2022, and considered the results of an independent analysis completed by Frederic W. Cook & Co., Inc. (“FW Cook”). As part of this analysis, FW Cook reviewed non-employee director compensation trends and data from companies comprising the same compensation peer group used by the Management Organization and Compensation Committee in connection with its review of executive compensation. Pursuant to this compensation review process, and after considering FW Cook’s advice on industry best practice regarding the timing of equity grants, the Committee determined that no changes in the retainers for Board members were required, and maintained the current retainers set forth above. Further pursuant to this review, the Committee determined that no changes in the retainers for Committee Chairpersons and members were required, and maintained the current retainers set forth above. In addition, the Management Organization and Compensation Committee reviewed FW Cook’s advice, including peer group data and the substantive role of the Chairman of the Board, similarly determining that no changes in the Chairman’s compensation were required and maintained the current retainer set forth above.

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. In May 2022, each non-employee

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Item 1: Election of Directors

director received DSUs pursuant to this plan as follows: Ms. McClain received 1,745 DSUs, Mr. McClure, Jr., received 2,043 DSUs, and the remaining non-employee directors each received 1,546 DSUs. In connection with the separation, each Holdings DSU was adjusted by issuance of an additional Crane Company DSU under Crane Company’s stock incentive plan with substantially the same terms and conditions as the Holdings DSU. As a result, directors who held Crane Holdings, Co. DSUs now have both Crane NXT and Crane Company DSUs. The Crane Company DSUs will be payable at the same time as the corresponding Crane NXT DSUs after the director ceases to be a member of the Board.

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, and each other director is making what the Board believes to be reasonable progress towards compliance with this ownership guideline.

Director Compensation in 2022

The following table shows the actual compensation in 2022 of all directors except for Mr. Saak, who was hired by Holdings in November 2022 to serve as the Crane NXT Chief Executive Officer upon completion of the separation transaction, and Mr. Mitchell, Holdings’ Chief Executive Officer until the completion of the separation transaction. As NEOs for 2022, their compensation is shown in the 2022 Summary Compensation Table on page 64.

32      

Item 1: Election of Directors

Director Stock Ownership

All of the Company’s directors own stock in the Company. For more information regarding each director’s overall beneficial ownership, see “Beneficial Ownership of Common Stock by Directors and Management” on page 84.

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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 2023. Deloitte & Touche LLP has been Crane’s independent auditor since 1979. Although ratification of this selection is not required by law, the Board believes it is desirable as a matter of corporate governance. If the stockholders do not ratify the selection of Deloitte & Touche LLP, the Audit Committee will reconsider the appointment of Deloitte & Touche LLP as Crane’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 2023.

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

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

Principal Accounting Firm Fees

Set forth below is a summary of the fees for the years ended December 31, 2022, and 2021 to Crane’s principal accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates:

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Item 2: Ratification of the Selection of Auditors

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. That policy:

VOTE REQUIRED

Ratification of the selection of the auditors requires the affirmative vote of a majority of the votes cast on this question at the Annual Meeting by holders of shares of common stock present in person or represented by proxy and entitled to vote at the meeting. (See Questions and Answers About These Proxy Materials and the Annual Meeting, page 90).

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Item 2: Ratification of the Selection of Auditors

Report of the Audit Committee

In accordance with its written charter adopted by the Board, 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 Crane’s financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States), that the financial statements are presented in accordance with generally accepted accounting principles, or that Crane’s auditors are in fact “independent.”

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

The Committee reviewed the audited financial statements of Crane as of and for the year ended December 31, 2022, with management and the independent auditors. Management is responsible for the preparation, presentation, and integrity of Crane’s financial statements, Crane’s internal controls and financial reporting process and the procedures designed to assure compliance with accounting standards and applicable laws and regulations. Crane’s independent auditors are responsible for performing an independent audit of Crane’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 Crane’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2022, for filing with the SEC.

The Committee approved a policy regarding services by Crane’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,

36      

Item 2: Ratification of the Selection of 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 2023. 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.

Michael Dinkins, Chair

William Grogan

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 Crane specifically incorporates any such matter in a filed document by reference.

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This Proposal describes executive compensation for the Crane Holdings named executive officers for 2022. It is important to note that Mr. Saak was hired by Holdings in November 2022, with a view towards the planned separation and his eventual role as Chief Executive Officer of Crane NXT; his 2022 compensation reflects the transitional nature of this pre-separation role within Holdings. Upon the effectiveness of the separation transaction, and as of the Record Date, Mr. Mitchell’s compensation as an officer is no longer paid by Crane NXT, nor is that of Mr. Maue and Mr. D’Iorio.

Based on the recommendation of stockholders at the Company’s 2017 annual meeting of stockholders, and the Board’s consideration of that recommendation, the Company has determined that it will hold a non-binding advisory vote to approve the compensation paid by the Company to its named executive officers every year, until the next required stockholder vote to recommend the frequency of such votes (see Proposal 4 in this Proxy Statement). Accordingly, unless the Board modifies its policy on the frequency of future advisory votes, the next advisory vote to approve our named executive compensation will occur at the 2024 annual meeting of stockholders. In accordance with the requirements of Section 14A of the Exchange Act and the related SEC rules, we are asking stockholders to express their opinion on the compensation of the named executive officers in 2022, as described in the pages that follow in this Proxy Statement. This vote is non-binding and advisory, however, the Board will give due consideration to the opinion of the Company’s stockholders as expressed by their vote.

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

The Compensation Discussion and Analysis beginning on page 40 explains in detail the elements of the Company’s executive compensation program with respect to our “named executive officers,” and the steps taken by the Company to ensure that the program, as implemented in 2022, was aligned with these core principles. Balancing annual and long-term compensation elements, the program directly links incentive compensation for executives with increases in stockholder value, principally by means of annual cash bonuses based on achievement of performance goals set by the Management Organization and Compensation Committee at the beginning of the year, performance-based restricted share units that vest in accordance with the Company’s total stockholder return relative to the S&P Midcap 400 Capital Goods Group over a three-year period, and stock options and time-based restricted share units that vest over a four-year period. The Company believes that this system, as put into practice under the supervision of the Management Organization and Compensation Committee, is instrumental in enabling the Company to achieve superior financial performance and investor returns.

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

RESOLVED, that the 2022 compensation of the named executive officers as disclosed in this Proxy Statement is approved by the stockholders on an advisory basis.

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Item 3: Advisory Vote on Compensation of Named Executive Officers

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.

VOTE REQUIRED

Approval of the above resolution requires the affirmative vote of a majority of the votes cast on this question at the Annual Meeting by holders of shares of common stock present in person or represented by proxy and entitled to vote at the meeting. (See “Questions and Answers About These Proxy Materials and the Annual Meeting”, beginning on page 90.)

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We believe that compensation should be directly linked to performance and highly correlated to stockholder value. This section of the Proxy Statement explains how, under the guidance of our Management Organization and Compensation Committee (the “Committee” or “Compensation Committee”), our executive compensation program is designed and operated with respect to our “named executive officers” or “NEOs,” whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement. The information presented relates primarily to decisions and performance outcomes of Crane Holdings, Co. before closing of the separation transaction, and the NEOs include those individuals who were serving as executive officers of Holdings as of December 31, 2022, as well as Mr. Saak, who was hired by Holdings in November 2022 to serve as Chief Executive Officer of Crane NXT after the closing of the separation transaction. It is expected that Crane NXT will mirror this compensation philosophy, and the practices and metrics described below will be adopted and used by Crane NXT, subject to future adjustments as the Crane NXT Compensation Committee determines to be appropriate.

Executive Compensation Index

40      

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion & Analysis summarizes the compensation decisions made by Holdings in 2022, reflecting the performance of Holdings and the compensation paid to its NEOs during that fiscal year. It is important to note that Mr. Saak was hired in November 2022 in support of the planned separation and to serve as Chief Executive Officer of Crane NXT, and his compensation in 2022 reflects the preparatory nature of that role within Holdings. It is also worth noting that, as of the Record Date, Messrs. Mitchell, Maue and D’Iorio’s compensation is no longer paid by Crane NXT.

The Crane NXT Board and Management are steeped in the broader Crane culture and Crane Business System. While we expect Crane NXT to grow and expand creatively and opportunistically within the markets where it competes, we also expect Crane NXT to continue to be guided by the same focus and discipline that has been a hallmark of the Crane organization for over 160 years.

Crane Holdings, Co. delivered strong financial performance and operating results during 2022, setting new records for segment profit and segment margins. Holdings delivered these strong results even though some of its largest end markets, most notably commercial aerospace and certain Crane Payment Innovations (CPI) verticals, remained depressed, with demand still below 2019 pre-novel coronavirus (“COVID-19”) levels. Further, these record results were achieved despite numerous challenges during the year including persistent and substantial inflation and ongoing supply chain disruptions. In addition to generating strong financial results, Holdings continued its consistent investment in numerous strategic growth initiatives to ensure that our businesses remain positioned to deliver profitable and sustainable above-market growth over the long-term. We believe that our performance is evidence of our consistent, differentiated, best-in-class execution capabilities enabled by the cadence and discipline of the Crane Business System, Crane’s strong and unique culture, and the performance of Crane’s experienced and highly capable senior management team.

In addition to strong financial performance, during 2022, Holdings announced three major strategic actions that we believe will unlock significant stockholder value.

Taken together, these three actions position both companies for substantial value creation entering 2023.

The market’s view of Holdings’ strong performance, continued investment for growth, strategic actions, and preparations for the separation transaction is reflected in its stock performance, with total stockholder return (share price appreciation plus reinvested dividends) (“TSR”) outpacing the most relevant benchmark indices during the last one-year (2022) and two-year (2021-2022) periods. Three-year (2020-2022) TSR trailed that of the most relevant benchmark indices which reflects outperformance in 2021 and 2022 that was more than offset by the stock’s relative underperformance in 2020.

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Compensation Discussion and Analysis

Crane Holdings, Co. TSR for Periods Ending December 31, 2022

A substantial majority of the compensation for our NEOs is performance-based and thus varies with the Company’s actual performance, consistent with the Management Organization and Compensation Committee’s continued focus on aligning pay with performance. Please see the “Pay for Performance Alignment” section on page 46 for a more detailed discussion of this alignment.

2022 Performance Highlights

Strong Financial Results Despite Ongoing Market Challenges

Final 2022 financial and operational results, adjusted for strategic actions, were substantially above our original financial targets for the year, driven by a combination of a better-than-expected recovery in certain end markets, consistent and strong operational execution, and substantial benefits from strategic growth investments. Specifically:

*See “Non-GAAP Reconciliation” beginning on page 86 for more detail regarding Special Items impacting Adjusted EPS, free cash flow and adjusted operating margins, as well as a reconciliation of the non-GAAP measures used herein.

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Compensation Discussion and Analysis

Continued to Execute Against Consistent Long-Term Organic Growth Strategy

Despite continued widespread global supply chain disruptions and inflationary pressure during 2022, our long-term strategy remains unchanged, and each post-separation company will continue to follow the core of that business growth strategy. We are a manufacturer of highly engineered industrial technology products. We choose to compete in markets where we have competitive differentiation and scale. We will continue to leverage our resources as an integrated operating company, and to reinvest in our global growth platforms, both organically and through strategic acquisitions, while also pursuing near-adjacencies for additional growth. We believe that this strategy will enable us to deliver above-median, strong free cash flow and EPS growth over time.

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

With this framework, we continued to position the Company for long-term sustainable growth across our businesses during 2022 with some significant accomplishments, including the following:

NEW PRODUCT DEVELOPMENT AND GROWTH INITIATIVES

Crane Holdings, Co. successfully introduced a number of new products and solutions in each segment during the last three years and experienced growth across most of its portfolio in 2022. Some notable examples, among others:

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Compensation Discussion and Analysis

Strategic and Portfolio Actions To Unlock Stockholder Value

Management also took substantial actions during 2022 to strategically position Holdings for continued profitable growth and stockholder value creation. These strategic decisions were enabled by years of profitable growth that gave us the scale and financial strength to take bold steps to transform the structure and growth profile of the Company. Specific actions included:

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Compensation Discussion and Analysis

Taken together, we believe that our execution on growth initiatives, and as well as our strategic actions, position the Company for profitable growth and stockholder value creation.

Compensation Framework

The mix of target total direct compensation (base salary, target annual incentive awards, and long-term incentive awards) for 2022 was structured to deliver the following approximate proportions of total direct compensation to our CEO and the other NEOs (on average) if target levels of performance are achieved and is expected to continue into 2023 for Mr. Saak.

85% of CEO and 70% of other NEOs Target Pay is Performance-Based

Chief Executive Officer

Totals may not sum due to rounding.

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Compensation Discussion and Analysis

Other NEOs

Totals may not sum due to rounding.

Graph excludes Mr. Saak’s compensation as he was hired by Holdings in November 2022 to serve as Chief Executive Officer of Crane NXT and his 2022 TRSU grant is not representative of the Company’s full year aggregate incentive programs.

Pay for Performance Alignment

Strong Correlation Between Pay and Performance. A substantial majority of the compensation for our NEOs is performance-based and thus varies with the Company’s actual performance. Based on the Company’s strong financial performance and TSR in 2022, the annual cash bonuses for our CEO and other corporate NEOs were above target. PRSU vesting was affected by underperformance on TSR in 2019 and 2020, with the tranche of PRSUs tied to the Company’s TSR from 2020-2022 vesting at 52.6%, an increase from 2019-2021 vesting at 25% of target and 2018-2020 vesting at 0% of target.

Annual Bonus Directly Tied to Crane’s EPS and Free Cash Flow

Annual Period		Minimum		Target		Maximum
2022
2021
2020*

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Compensation Discussion and Analysis

PRSU Vesting Directly Tied to Crane’s Relative TSR

Three-year period		Threshold (25th percentile)		Target (50th percentile)		Maximum (75th percentile)
2020-2022
2019-2021
2018-2020

Compensation Best Practices

The Committee is firmly committed to implementing a compensation program that aligns management and stockholder interests, encourages executives to drive sustainable stockholder value creation, and helps retain key personnel. Key elements of our pay practices are set forth in the Proxy Statement and explained in more detail in the “Policies and Practices Related to Our Executive Compensation Program” section beginning on page 58. See “Compensation Best Practices” chart on page 7 for a summary of our compensation best practices.

Compensation Principles

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

We also believe that it is important for our NEOs and other executives to have an ongoing long-term investment in the Company as outlined below under “Stock Ownership Guidelines” on page 58.

We design our performance-based incentive compensation so that variation in performance will result in meaningful variation in the earned compensation paid to our NEOs and other key executives. Thus, actual compensation amounts

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Compensation Discussion and Analysis

will vary above or below targeted levels depending on performance of the Company and/or business unit and achievement of individual performance goals.

Elements of Compensation and 2022 Decisions

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

Base Salary

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

Base salaries for certain executive officers were increased effective January 25, 2022, in connection with annual merit increases. After giving effect to such increases, the base salaries for most of our NEOs were all within the competitive range of +/- 15% in relation to the 50^th percentile of competitive market data per the Committee’s independent compensation consultant, FW Cook. In light of the pending separation transaction, Mr. Mitchell’s compensation was held flat for 2023, to be reassessed by the Board of Crane Company (where he will serve as President and Chief Executive Officer) as he leads that company post-separation.

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Compensation Discussion and Analysis

Annual Incentive Compensation

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

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

In making determinations about performance targets, the Committee considers a variety of factors including financial elements of the annual operating plan, comparison to prior year results, the general business outlook for the coming year, the opinions of analysts who follow the Company, and our diversified industrial manufacturing peers.

Our Chief Executive Officer and other officers participate in the discussions regarding annual incentive objectives so they can provide their input and understand the expectations of each incentive plan component. Each participating executive receives a confirmation of his or her annual bonus objectives and payout range after it has been approved by the Committee (the Board in the case of the Chief Executive Officer). Annual incentive plan objectives are not modified during the year, although the Committee may determine to exclude certain special items impacting EPS or free cash flow, either known at the beginning of the year or occurring during the year.

Because Mr. Saak was hired late in 2022, he was not eligible for a 2022 annual incentive award. The following discussion regarding 2022 annual incentive compensation therefore does not apply to Mr. Saak.

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

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Compensation Discussion and Analysis

Annual Incentive Objectives for 2022—CEO and Other Corporate NEOs

Performance metrics for 2022 consisted of EPS and free cash flow (each as adjusted for special items by the Committee for bonus calculation purposes under the Annual Incentive Plan, and which adjustments may in some cases differ from the adjustments made for reporting purposes), weighted 75% / 25% respectively, for the Chief Executive Officer and other corporate NEOs. In addition to the targeted performance goals, for each performance metric, the Committee set minimum threshold and maximum cap values, so that actual payouts could range from 0% to 200% of the target award amounts.

In January 2022, the Committee established an EPS target of $7.48 to align with our annual operating plan. The Committee also established a payout range for EPS from $5.98 (0% payout) to $8.98 (200% payout). For free cash flow, the Committee established a target of $352.9 million with a payout range from $247.0 million (0% payout) to $458.8 million (200% payout). Actual performance compared to annual incentive objectives for this group were as follows:

The graphs below show the performance targets and related ranges set by the Committee in January 2022 and the actual performance in 2022. These corporate financial metrics are 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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Compensation Discussion and Analysis

Performance Targets and Bonuses for Operations NEOs in 2022

For Mr. Gallo, Senior Vice President with responsibility for the Payment & Merchandising Technologies and Engineered Materials businesses, performance metrics for 2022 were operating profit (70% of target bonus) and free cash flow (30% of target bonus) based on results of the businesses for which he was responsible. While Mr. Maue has operational responsibility for the Aerospace & Electronics segment, his bonus is based solely on his performance as Chief Financial Officer and not his operational responsibilities.

Kurt F. Gallo, Senior Vice President

The performance metrics approved by the Committee for Mr. Gallo were aggregate operating profit of the Payment & Merchandising Technologies and Engineered Materials businesses, with a target of $351.5 million (100% payout) and a payout range from $281.2 million (0% payout) to $421.9 million (200% payout), and aggregate free cash flow from such businesses, with a target of $292.7 million (100% payout) and a payout range from $234.1 million (0% payout) to $351.2 million (200% payout). Actual performance for Mr. Gallo’s businesses compared to these annual incentive objectives are set forth in the tables immediately below.

Named Executive Officers’ Bonuses for 2022

In January 2023, the Committee reviewed management’s reports on the performance of the Company, the relevant business units, and the individual NEOs in 2022 against the relevant bonus objectives. In considering Company performance, and consistent with past practice, the Committee excluded certain special items as reported from earnings per share and free cash flow. The calculations resulted in a corporate percentage payout of 133.3% (for Mr. Gallo, see the section entitled “Performance Targets and Bonuses for Operations NEOs” on page 51).

The approved payout percentages and cash bonuses for our corporate and operations NEOs for 2022 are as follows:

Long-Term Equity Incentive Compensation

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

The Committee determined an overall target dollar value for long-term equity incentive awards for each of the NEOs. In determining these amounts, the Committee considered the competitive market data compiled by FW Cook, Company

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Compensation Discussion and Analysis

and individual performance in 2021, and our historical grant practices including the number of shares and the fair market value of the stock. The Committee then allocated the total target dollar amount among the applicable award types, as follows: for our Chief Executive Officer, 55% as PRSUs, 25% as stock options and 20% TRSUs; and for each of the other NEOs, 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 approved.

Mr. Saak received only an award of TRSUs (no PRSUs or Options), to compensate him for equity forfeited at his former employer.

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.