Anthony D’Iorio
CraneAbout Anthony D’Iorio
Anthony M. D’Iorio is Executive Vice President, General Counsel and Secretary of Crane Company, and is one of the Named Executive Officers as of December 31, 2024 . He serves as corporate secretary and regularly signs company filings, reflecting his role in governance and disclosure . Company performance during his tenure has been strong: Aerospace & Electronics sales rose 18% year-over-year with adjusted segment margins up 310 bps to 23.2%, while Process Flow Technologies sales increased 12% with adjusted segment margins up 100 bps to 20.9% in 2024; management highlights significant value creation since 2020 and multiple bolt-on acquisitions completed in 2023-2024 .
Past Roles
No executive biography detailing Mr. D’Iorio’s prior employers/roles was disclosed in the proxy. Skip.
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Crane Fund | Trustee | As of Jan 31, 2025 | Oversees voting/disposition of 7,778,416 shares held by the trust; shares are voted/directed by Crane’s Board; trustees disclaim beneficial ownership . |
| Crane Fund for Widows and Children | Trustee | As of Jan 31, 2025 | Oversees 386,930 shares; trustees disclaim beneficial ownership . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $523,115 | $573,503 | $598,272 |
| Target Bonus % of Salary | — | — | 75% |
| Target Bonus ($) | — | — | $450,000 |
| Actual Bonus Paid ($) | $489,913 | $785,314 | $530,100 |
Performance Compensation
Annual Incentive Plan (AIP) structure and 2024 outcomes for corporate NEOs (including Mr. D’Iorio):
| Metric | Weighting | Target | Actual | Payout Contribution | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted EPS | 75% | $5.03 | $5.32 | 96.7% | Cash bonus paid Feb 2025; AIP approved Jan 27, 2025 . |
| Adjusted Free Cash Flow | 25% | $262.2M | $249.8M | 21.1% | Cash bonus paid Feb 2025; AIP approved Jan 27, 2025 . |
| Weighted AIP Payout | — | — | — | 117.8% | Paid in Q1 2025 . |
Long-term incentives (LTI) design:
- PRSUs vest on 3-year relative TSR versus S&P MidCap 400 Capital Goods; 25th percentile = 25% payout, 50th = 100%, ≥75th = 200%; capped at 4x grant value if TSR negative, and PRSUs accrue no dividends before vesting .
- Options vest 25% per year over 4 years; 10-year term; grant at fair market value .
- TRSUs vest 25% per year over 4 years; dividends paid prior to vesting .
2024 LTI awards granted to Mr. D’Iorio:
| Award Type | Grant Date | Shares/Options | Strike/Ref Price | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PRSUs | Feb 12, 2024 | 3,606 | $151.79 PRSU FV | $547,355 |
| TRSUs | Feb 12, 2024 | 1,803 | $124.80 close | $225,014 |
| Stock Options | Feb 12, 2024 | 4,286 | $124.80 | $225,015 |
Committee LTI target allocation (2024): Options $225,000 (4,286), PRSUs $450,000 (3,606), TRSUs $225,000 (1,803), total $900,000 .
Equity Ownership & Alignment
Beneficial ownership (as of Jan 31, 2025):
| Metric | Amount |
|---|---|
| Shares Owned Directly/Beneficially | 29,044 |
| Options/DSUs/RSUs vested or vesting within 60 days | 21,710 |
| 401(k) Shares | 1,373 |
| Total Shares Beneficially Owned | 52,128; <1% of class |
| Share Units Under Incentive Plans Vesting After 60 Days | 2,785 |
Outstanding equity awards (Dec 31, 2024):
| Category | Detail |
|---|---|
| Options (Exercisable) | 3,560 @ $58.05 exp 1/27/2030 |
| Options (Exercisable/Unexercisable) | 6,303/2,102 @ $54.58 exp 1/25/2031 |
| Options (Exercisable/Unexercisable) | 3,076/3,076 @ $70.64 exp 2/7/2032 |
| Options (Exercisable/Unexercisable) | 1,324/3,974 @ $83.14 exp 2/6/2033 |
| Options (Unexercisable) | 4,286 @ $124.80 exp 2/12/2034 |
| TRSUs Not Vested | 4,753 units; MV $721,268 (Crane Co $151.75 close) |
| PRSUs Unearned | 21,013 units; payout value $3,188,723 (assumes performance status per SEC rules) |
Ownership policies:
- Hedging and pledging of Company stock are prohibited; no such transactions by directors/executives in 2024 .
- Stock ownership guidelines: CEO 6x salary, CFO 5x, CEO direct reports 4x, other executive officers 3x; all NEOs either met guidelines or were complying with retention ratio as of Mar 3, 2025 .
Employment Terms
| Provision | Terms / Amounts |
|---|---|
| Severance practice (non-CIC) | Prevailing practice is one year’s base salary plus continuation of medical/dental/other benefits during the period; for Mr. D’Iorio: $601,461 as of Dec 31, 2024 (incl. estimated benefits) . |
| Change-in-Control agreement | Continuation of salary/bonus/benefits for 3 years; upon termination within 3 years post-CIC by the Company without Cause or by the executive with Good Reason: proportionate amount of greater of last year’s bonus or 3-year average, plus 3x salary + greater of last year’s bonus or 3-year average; benefits continue up to 3 years; agreements auto-extend annually; no excise tax gross-ups—payments capped to maximize after-tax value . |
| CIC payment estimates (Dec 31, 2024) | Cash payment $4,433,703; estimated continuation of benefits $4,384 . |
| Equity treatment on separation | Retirement: options continue to vest per schedule; RSUs continue to vest subject to non-compete; Death/Disability: immediate vesting; CIC with termination: accelerated vesting of options and RSUs under specified conditions (performance determination rules apply for PRSUs) . |
| Clawback | “No-fault” clawback policy adopted in 2023 per SEC and NYSE standards; recoups erroneously awarded incentive compensation for material restatements, covering prior 3 fiscal years . |
| Contracts | No fixed-duration employment contracts for executive officers . |
| Perquisites (2024) | Dividends on TRSUs $5,786; personal use of company-provided car $15,032; company contributions to benefit equalization plan $31,158; company 401(k) contribution $20,700; All Other Compensation total $73,821 . |
Compensation Committee Analysis
- Pay-for-performance structure links annual bonuses to Adjusted EPS and Adjusted FCF; PRSUs to 3-year relative TSR; options/TRSUs vest ratably over four years .
- Compensation peer group for 2024 includes Albany International, Barnes Group, Curtiss-Wright, Donaldson, EnPro, ESCO, Flowserve, Franklin Electric, Graco, Helios Technologies, Hexcel, IDEX, ITT, Kennametal, MOOG, Pentair, Snap-On, Standex, Timken, Woodward .
- 2024 Say-on-Pay support exceeded 97%; no program changes in direct response .
Performance & Track Record
Company performance indicators during 2024:
- Aerospace & Electronics: Sales +18% YoY; operating margin +230 bps to 22.4%; adjusted margin +310 bps to 23.2%; backlog at $864M .
- Process Flow Technologies: Sales +12% YoY; operating margin +70 bps to 20.1%; adjusted margin +100 bps to 20.9%; strategic expansions in cryogenics .
- Strategic actions: Multiple bolt-on acquisitions (Baum, Vian, CryoWorks, Technifab) and divestiture of Engineered Materials effective Jan 1, 2025 .
Risk Indicators & Red Flags
- Hedging/pledging of Company stock prohibited; none reported in 2024 .
- No excise tax gross-ups on CIC; payments capped to avoid 280G excise tax—shareholder-friendly .
- No repricing of options; grants at FMV; structured vesting mitigates excessive risk .
- Clawback policy in place for material restatements .
- Insider selling pressure: Form 4s not available in this dataset; however, scheduled TRSU/option vesting dates through 2028 could create periodic liquidity windows .
Equity Ownership & Vesting Schedules (Detail)
| Vesting Date | Security | D’Iorio Units |
|---|---|---|
| Jan 25, 2025 | Crane Co TRSU | 557 |
| Feb 6, 2025 | Crane Co TRSU | 470 |
| Feb 7, 2025 | Crane Co TRSU | 491 |
| Feb 12, 2025 | Crane Co TRSU | 450 |
| Feb 6, 2026 | Crane Co TRSU | 470 |
| Feb 7, 2026 | Crane Co TRSU | 492 |
| Feb 12, 2026 | Crane Co TRSU | 451 |
| Feb 6, 2027 | Crane Co TRSU | 470 |
| Feb 12, 2027 | Crane Co TRSU | 451 |
| Feb 12, 2028 | Crane Co TRSU | 451 |
PRSU performance determination for Crane Company awards granted in 2023 and 2024 occurs on Dec 31, 2025 and Dec 31, 2026, respectively, based on relative TSR; 2022 grants vested at 159.8% of target for Crane Co portion per performance certification .
Deferred Compensation & Pension
| Plan | Participation | 2024 Employer Contribution ($) | Aggregate Balance 12/31/2024 ($) |
|---|---|---|---|
| Benefit Equalization Plan (Defined Contribution) | Yes | $31,158 | $131,950 |
| Pension Plan (Defined Benefit) | Yes; frozen | — | Present value $267,310 |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: over 97% in favor; Committee concluded no revisions were necessary in direct response .
Investment Implications
- Alignment: Strong pay-for-performance construct with 75%/25% EPS/FCF annual metrics and multi-year TSR-based PRSUs, plus anti-hedging/pledging policies and ownership guidelines; reduces agency risk and aligns incentives to durable EPS/FCF and TSR creation .
- Retention: Significant unvested TRSUs/options and multi-year PRSUs through 2026 indicate retention hooks; CIC protections are standard with no tax gross-ups; severance is modest (1x salary) outside CIC, balancing retention with shareholder discipline .
- Trading signals: Scheduled vestings across 2025-2028 may create episodic supply from net share sales permitted under guidelines; monitoring 8-Ks and Form 4s around vesting dates can flag near-term selling pressure .
- Governance quality: Robust clawback, no option repricing, and high Say-on-Pay support indicate strong governance and investor confidence; legal/governance leadership stability should support continued M&A and portfolio execution .