📄 What This Document Is

This is a proxy statement (DEF 14A) for Crane NXT, Co. It’s an invitation and instruction manual for the company’s shareholders. It explains what will be voted on at the virtual annual meeting on May 21, 2026, and provides the information you need to decide how to vote your shares.

👉 Why it matters: As a shareholder, this is your chance to have a say in the company's leadership and key policies, even if you attend online instead of in person.

🏢 Who is Crane NXT?

In simple terms, Crane NXT is a public company focused on technology solutions for payment authentication, currency handling, and security. They create specialized equipment and software for industries like financial services and retail.

Business Model: They operate as a diversified industrial technology company. After separating from Crane Company in 2023, they now focus on these niche, high-tech markets.

🗳️ What You're Voting On (The Agenda)

The annual meeting has three main items. The company's Board recommends you vote FOR each one.

Item 1: Elect Directors. Vote to approve nine directors for one-year terms.
Item 2: Ratify the Auditor. Vote to approve Deloitte & Touche LLP as the company's independent accounting firm for 2026.
Item 3: Advisory Vote on Executive Pay. This is the "Say-on-Pay" vote. It’s a non-binding vote to approve the compensation of the company's top executives.

👉 Key Dates: The "Record Date" was March 27, 2026. You must have been a shareholder by this date to vote.

👥 Meet the Board Nominees

The board is proposing nine people to serve as directors. Here’s a quick snapshot of their skills:

Experience Highlights: The board brings deep experience in public company CEO/CFO roles, mergers & acquisitions, manufacturing, cybersecurity, and corporate governance.
Diversity: The nominees include 4 women and 3 individuals from diverse racial/ethnic backgrounds.
Independence: Eight of the nine nominees are considered independent (no material ties to the company). The only non-independent director is the CEO, Aaron Saak.
Notable Nominee: Sandra Joyce is Vice President at Google Threat Intelligence, bringing significant cybersecurity expertise.

⚙️ How the Company is Governed

Crane NXT highlights several strong governance practices:

Separate Leadership: The Chairman (John Stroup) and CEO (Aaron Saak) are different people.
Independent Committees: All key board committees (Audit, Compensation, Nominating) are made up of 100% independent directors.
Annual Elections: Directors are elected every single year.
Robust Policies: They have strict policies against executives hedging or pledging company stock, and they maintain a clawback policy to recover compensation if needed.

👉 Why it matters: These practices are designed to ensure the board is accountable to shareholders and acts in the company's best interest.

💰 Executive Compensation Philosophy

The company's pay program is designed to be "pay-for-performance."

What they DO:

Tie a significant portion of executive pay to company performance and stock price.
Use long-term equity awards (like stock) that vest over four years.
Have strong stock ownership rules for executives (the CEO must hold stock worth 6x his salary).

What they DON'T DO:

Provide tax gross-ups or guaranteed bonuses.
Allow hedging or pledging of company stock.
Offer excessive perks.

👉 Why it matters: This structure is meant to align executives' interests with shareholders—you want the leaders to succeed when the company and its stock perform well.

💵 The Cost of Being Audited

The company paid its auditor, Deloitte & Touche LLP, a total of $5.19 million in 2025. The vast majority of this ($4.86 million) was for the core audit of financial statements. Shareholders are now being asked to ratify Deloitte's selection for 2026.

🔗 Transactions with "Related Parties"

The filing discloses some business deals with companies where directors have ties:

Crane NXT paid ~$2.1 million to Crane Company (where two directors sit) for tax obligations from their 2023 separation.
Crane NXT paid ~$0.2 million to Google (where director Sandra Joyce is a VP) for cybersecurity tools.
Antares Vision Group (which Crane NXT acquired in April 2026) paid ~$1.8 million to Zebra Technologies (where director Cristen Kogl is Chief Legal Officer).

👉 Why it matters: These are potential conflicts of interest. The board reviewed them and concluded they were conducted on standard terms and don't impact the directors' independence.

🧠 The Analogy

Think of this proxy statement as the team playbook and roster for the big game (the annual meeting). It shows you the starting lineup (the directors), explains the game plan (the governance and pay strategies), and tells you how to call the plays (vote). Even if you're watching from home, you get to decide if you agree with the coach's strategy.

🧩 Final Takeaway

Your role as a shareholder is to review this playbook and vote on the three key items: leadership, auditors, and executive pay. The company emphasizes strong governance and performance-linked compensation, aiming to build trust with its owners. Your vote, even submitted online, helps shape its future direction.

Crane NXT CXT Shareholders Vote on Board and Pay