Crane NXT : 2023 Proxy Statemen

May 23, 2024 at 12:34 pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant □

Check the appropriate box:

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

Definitive Proxy Statement

Definitive Additional Materials
Soliciting Material Pursuant to §240.14a-12

CRANE NXT, CO.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

No fee required.

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

CRANE NXT, CO.

950 WINTER STREET 4TH FLOOR NORTH

WALTHAM, MA 02451

Dear Fellow Stockholders:

This Proxy Statement and the 2023 Annual Report to Stockholders are available at www.investors.cranenxt.com/ar

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

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

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

Sincerely,

John S. Stroup

Chairman of the Board

April 11, 2024

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

MAY 23, 2024

To the Stockholders of Crane NXT, Co.:

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

WHEN:

May 23, 2024 Thursday 10:00 a.m. Eastern Daylight Time

WHERE:

		Board
Proposal		Recommendation

Item 1	To elect nine directors to serve for one-year terms until	FOR each director
	the annual meeting of stockholders in 2025	Page 5

Item 2	To vote on a proposal to ratify the selection of Deloitte &	FOR
	Touche LLP as independent auditors for the Company	Page 23
	for 2024

Item 3	To vote on a proposal to approve, by a non-binding	FOR
	advisory vote, the compensation paid by the Company to	Page 27
	its named executive officers

Online via live webcast at www.virtualshareholdermeeting. com/CXT2024

HOW TO VOTE:

By Phone

1-800-690-6903

By Mail

Complete, sign, and return the proxy card.

By Internet

www.proxyvote.com

Live Webcast

Stockholders at the close of business on April 1, 2024, are entitled to vote at the virtual Annual Meeting.

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

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

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

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

By Order of the Board of Directors,

By Scanning

You can vote your shares online by scanning the QR code on your proxy card.

Paul G. Igoe

Secretary April 11, 2024

PROXY SUMMARY

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

2024 Annual Meeting of Stockholders

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

Agenda and Voting Recommendations

Proposal		Board Recommendation

Item 1	To elect nine directors to serve for one-year terms until the annual meeting of	FOR each director
	stockholders in 2025	Page 5

Item 2	To vote on a proposal to ratify the selection of Deloitte & Touche LLP as	FOR
	independent auditors for the Company for 2024	Page 23
Item 3	To vote on a proposal to approve, by a non-binding advisory vote, the	FOR
	compensation paid by the Company to its named executive officers	Page 27

Corporate Governance Highlights

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

Board Governance Practices

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

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

Proxy Summary

2023 Compensation Highlights

Compensation Best Practices

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

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

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

WHAT WE DO

Caps on performance-based cash and equity incentive compensation
Annual review of our executive compensation strategy
Annual compensation risk assessment
Annual ''Say On Pay'' vote
Significant portion of executive compensation tied to corporate performance or stock value
Significant stock ownership guidelines for our executives, including an above-market 6x base salary requirement for the CEO
Stock options and unearned performance-based awards do not count towards ownership for purposes of our stock ownership guidelines
Majority of executive variable pay is delivered in long-termequity-based awards, subject to multi- year vesting periods
Performance-basedcash and equity incentive compensation subject to clawback
100% independent directors on the Management Organization and Compensation Committee
Management Organization and Compensation Committee retains independent compensation consultant
No dividends or dividend equivalents on unexercised options or performance-based equity awards
Limited perquisites

WHAT WE DON'T DO

No tax gross-ups, including for change in control related excise tax payments
No multi-year guaranteed incentive awards
No fixed-duration employment contracts with executive officers
No hedging or pledging of Company stock permitted
No excessive perquisites for executives
No pension plans for named executive officers
No ''repricing'' of out-of-the-money options without stockholder approval
No discounted stock options
No ''single trigger'' change in control payments and benefits
No strict benchmarking of compensation to a specific percentile of our compensation peer group
No incentivizing unnecessary or excessive risk taking

ITEM 1: ELECTION OF DIRECTORS

PROPOSAL 1

The Board recommends voting FOR each of the Director Nominees

Board Composition

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

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

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

Mr. Tullis' offer to resign.

Director Nominating Procedures

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

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

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

Item 1: Election of Directors

Board Composition

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

Board Skills and Experience

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

Summary of Board Skills and Experience

	Dinkins	Grogan	Joyce	Kogl	McClain	Petratis	Saak	Stroup	Tullis

Public company multinational CEO experience	•					•	•	•

Public company multinational CFO experience	•	•

General finance acumen	•	•	•	•	•	•	•	•	•

Corporate governance/board experience	•			•	•	•		•	•

Mergers & acquisitions	•	•	•	•	•	•	•	•	•

Manufacturing operations	•	•				•	•	•

Expertise with one or more of our end markets	•	•		•		•	•

Intellectual capital development (human capital)	•	•	•	•	•	•	•	•	•

Cyber/Information Security skills		•	•	•	•	•	•	•

Independent
Self-Identified Race/Ethnicity

African American

Hispanic/Latin American

White Caucasian

••

•

• • •

• • • •

Self-Identified Gender

Male

Female

• •

• • • •

• • •

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

Item 1: Election of Directors

Board of Directors Nominees

Nominees to be Elected for Terms to Expire in 2025

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

MICHAEL DINKINS

Age: 70	Committees: Audit (Chair); Nominating and
Director Since: 2019	Governance; Executive

President and Chief Executive Officer of Dinkins Financial (consulting firm that helps small businesses gain access to capital). Mr. Dinkins was Executive Vice President and Chief Financial Officer of Integer Holdings Corporation until March 2017. Mr. Dinkins has served as a director of The Shyft Group, Inc. since 2020 and Community Health Systems, Inc. since 2017. Mr. Dinkins has also served as a director of the National Council on Compensation Insurance since 2022. Mr. Dinkins graduated with honors from General Electric's Financial Management Program where he also served as an instructor for five years.