CRANE (CR)
Sector: Industrials
2026 Annual Meeting Analysis
CRANE · Meeting: April 27, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors to Serve for One-Year Terms Until the Annual Meeting of Stockholders in 2027
Crane's 3-year return of 137.7% outpaces the compensation peer group median by +71.1 percentage points, well below the 65-point gap needed to trigger a vote against; Benante brings deep relevant industrial experience as former CEO of Curtiss-Wright and chairs the Audit Committee with clear financial expertise.
No TSR underperformance trigger applies given Crane's strong 3-year outperformance vs. peers; Kapoor has relevant CFO and aerospace/defense experience and serves on the Audit Committee with demonstrated financial expertise.
No TSR underperformance trigger applies; Lindsay's background as COO of Eastman Chemical is directly relevant to Crane's Process Flow Technologies segment, and he chairs the Nominating and Governance Committee.
Lynch joined the board in August 2024, which is less than 24 months before this meeting, so she is exempt from the TSR trigger under the new-director exemption; she brings CFO-level financial expertise relevant to the Audit Committee.
No TSR underperformance trigger applies given strong peer-relative performance; McClain has broad financial and operational leadership experience including prior CEO and CFO roles.
No TSR underperformance trigger applies; McClure has extensive CEO, manufacturing, and M&A experience relevant to Crane's industrial strategy, though his four outside board seats (3D Systems, Penske, DTE Energy, and Crane NXT) warrant a note — the proxy states all directors comply with the company's overboarding policy, which permits up to four outside boards, so no policy violation is triggered.
As CEO and executive director, Mitchell is subject to the same TSR trigger as other directors; Crane's 3-year return of 137.7% exceeds the peer median by +71.1 percentage points, well short of the 65-point underperformance threshold needed to fire a vote against, so no TSR concern applies.
No TSR underperformance trigger applies; Pollino is a CPA with extensive aerospace and human capital experience and chairs the Management Organization and Compensation Committee.
No TSR underperformance trigger applies given Crane's strong 3-year outperformance vs. peers; while Tullis is 78 years old (above the company's 75-year retirement policy), the board considered and rejected his resignation in light of the CEO transition, which is a reasonable exercise of board discretion disclosed transparently in the proxy.
All nine director nominees receive a FOR vote. Crane's 3-year total shareholder return of +137.7% outpaces the compensation peer group median by +71.1 percentage points, falling short of the 65-point threshold required to trigger a vote against any director under the strong-positive-TSR policy band. No overboarding violations, independence issues, attendance problems, or familial relationship concerns were identified. The board discloses a skills matrix and all Audit Committee members have clear financial expertise.
Say on Pay
✓ FORCEO
Max H. Mitchell
Total Comp
$10,518,852
Prior Support
N/A
CEO total compensation of approximately $10.5 million is broadly reasonable for a Chairman/CEO of a $10 billion industrial manufacturer with 12 years of tenure and a demonstrated record of value creation; 86% of his target pay is performance-based, well above the 50-60% minimum threshold, with equity awards tied to relative total shareholder return versus the S&P MidCap 400 Capital Goods Group over a three-year period — a meaningful, objective long-term metric. Crane's 3-year stock return of +137.7% substantially outperforms the compensation peer group median, confirming that above-target incentive payouts (annual bonus paid at 122.7% of target) are supported by genuine shareholder value creation. The company maintains a clawback policy, no excise tax gross-ups, no multi-year guaranteed awards, and independent compensation committee oversight — all consistent with sound governance.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
3 yrs
Audit Fees
$4,350,000
Non-Audit Fees
$808,000
Non-audit fees (audit-related fees of $292,000 plus tax fees of $514,000 plus other fees of $2,000, totaling $808,000) represent approximately 18.6% of core audit fees of $4,350,000, well below the 50% threshold that would raise independence concerns. Deloitte has served as Crane Company's auditor only since the April 2023 separation (approximately 3 years), far below the 25-year tenure threshold. No material restatements were identified, and Deloitte is a Big 4 firm appropriate for a $10 billion market cap company.
Actual Vote Results
Meeting held April 27, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Susan D. Lynch | 99.5% | 49.2M | 244,016 | ✓ Elected |
| Martin R. Benante | 99.4% | 49.1M | 301,722 | ✓ Elected |
| James L.L. Tullis | 99.4% | 49.1M | 301,145 | ✓ Elected |
| Sanjay Kapoor | 99.4% | 49.1M | 311,543 | ✓ Elected |
| Ellen McClain | 99.3% | 49.1M | 355,292 | ✓ Elected |
| Ronald C. Lindsay | 99.2% | 49.0M | 397,657 | ✓ Elected |
| Charles G. McClure, Jr. | 99.2% | 49.0M | 407,271 | ✓ Elected |
| Max H. Mitchell | 99.1% | 49.0M | 432,728 | ✓ Elected |
| Jennifer M. Pollino | 98.9% | 48.9M | 558,126 | ✓ Elected |
Say on Pay
For 48.6M · Against 813,692 · Abstain 125,650
Auditor Ratification
For 51.9M · Against 474,412 · Abstain 60,261
Overall Assessment
The 2026 Crane Company annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory say-on-pay vote. All nine director nominees, the reappointment of Deloitte & Touche LLP, and the executive compensation program receive FOR votes, supported by Crane's exceptional 3-year stock performance of +137.7% (outpacing its peer group median by over 70 percentage points), a well-structured performance-based pay program, and clean auditor fee ratios.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing