CRANE NXT (CXT)
Sector: Information Technology
2026 Annual Meeting Analysis
CRANE NXT · Meeting: May 21, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Benck joined the board in 2026, making him exempt from the TSR underperformance trigger under the 24-month new-director exemption, and he has no overboarding, attendance, or independence concerns.
Dinkins has been a director since 2019 and chairs the Audit Committee with strong financial expertise; the company's 3-year price return of 8.6% falls in the low-positive tier, requiring 35pp underperformance versus the named peer group to trigger a No vote, and no such underperformance is established from the proxy data.
Grogan joined in 2023, giving him roughly three years of tenure; his CFO background is directly relevant to his Audit Committee role, there are no independence or attendance issues, and no peer-group TSR underperformance trigger is established.
Joyce joined in 2024, placing her within the 24-month new-director exemption from the TSR underperformance trigger, and her cybersecurity expertise is clearly relevant to the company's technology-focused business.
Kogl joined in 2023, serves independently on the Compensation and Nominating committees, has relevant legal and governance expertise, and no TSR underperformance trigger or other policy concern applies.
McClain has served since 2013, chairs the Compensation Committee with financial and operational expertise, and while she has long tenure, no overboarding or independence disqualifier applies; the company's 3-year return of 8.6% (low-positive tier) would require at least 35pp peer underperformance to trigger a No vote, which is not established by available data.
Petratis joined in 2023 and brings extensive CEO and industrial manufacturing experience relevant to Crane NXT; he serves on the Audit Committee as an independent director, and no TSR underperformance trigger or overboarding concern applies.
Saak is the CEO-director who joined in 2023; the company's 3-year price return of 8.6% falls in the low-positive tier requiring 35pp peer underperformance to trigger a No vote, and no such underperformance is established, so the TSR trigger does not fire.
Stroup has served as non-executive Chairman since 2020, brings extensive industrial CEO experience, serves on relevant committees without independence concerns, and the company's 3-year TSR in the low-positive tier does not reach the 35pp peer-underperformance threshold needed to trigger a No vote.
All nine director nominees receive a FOR vote. No director triggers the overboarding, attendance, independence, or TSR underperformance policy screens. Two directors (Benck, Joyce) are exempt from TSR review as new directors within 24 months. For the remaining directors, the company's 3-year price return of +8.6% falls in the low-positive tier, which requires at least 35 percentage points of underperformance versus the named compensation peer group to trigger a No vote — a threshold not met by available data. The board has a skills matrix, all committees are fully independent, and audit committee members have demonstrable financial expertise.
Say on Pay
✓ FORCEO
Aaron W. Saak
Total Comp
$6,886,338
Prior Support
98%%
The CEO received total compensation of approximately $6.9 million in 2025, which is within a reasonable range for the CEO of a $2.4 billion industrial technology company. The pay program is well-structured: roughly 67% of the CEO's target pay comes from variable, performance-linked elements (performance stock awards tied to 3-year relative total shareholder return versus the S&P MidCap 400 Capital Goods group, stock options that only pay out if the stock price rises, and a cash bonus tied to pre-set revenue, operating profit, and free cash flow goals), satisfying the policy requirement that at least 50-60% of pay be performance-based. The prior Say on Pay vote received 98% support in 2025, the company has a meaningful clawback policy in place, and annual equity dilution from executive grants is modest — no policy concerns are triggered.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
4 yrs
Audit Fees
$4,980,000
Non-Audit Fees
$214,000
Deloitte has audited Crane NXT since 2022 (approximately four years), well below the 25-year tenure threshold for concern. Non-audit fees (tax fees of $212,000 plus other fees of $2,000) total approximately $214,000 against core audit and audit-related fees of roughly $4,980,000, a ratio of about 4% — far below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $2.4B market-cap company, and no material restatements are disclosed.
Overall Assessment
The 2026 Crane NXT annual meeting presents three standard proposals — director elections, auditor ratification, and an advisory pay vote — all of which receive a FOR vote under this policy. The board is fully independent except for the CEO-director, all committees are properly constituted, the auditor relationship is young and clean, and the executive pay program is heavily performance-linked with strong prior shareholder support.
Compensation Peer Group
2 companies disclosed in 2026 proxy filing