Charles McClure, Jr.
CraneAbout Charles G. McClure, Jr.
Independent director of Crane Company since 2023; age 71; serves on the Management Organization & Compensation Committee (MOCC) and the Nominating & Governance Committee (NGC). Background includes Managing Partner at Michigan Capital Advisors and former Chairman/CEO/President of Meritor, Inc. (2004–2013), bringing deep operational, M&A, and industrial manufacturing expertise relevant to CR’s portfolio . Education not disclosed in the proxy; tenure on CR’s board since 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meritor, Inc. | Chairman, CEO & President | 2004–2013 | Led global drivetrain/mobility supplier; operational and strategic leadership |
| Michigan Capital Advisors | Managing Partner | 2014–present | Private equity investing in Tier 2/3 automotive/transport suppliers; industry network and investment oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 3D Systems | Director; Chairman | Director since 2017; Chairman since 2018 | Public company board leadership |
| DTE Energy Company | Director | Since 2012 | Public utility director role |
| Penske Corporation | Director | Since 2013 | Private company board role |
| Crane NXT, Co. | Director | 2017–2023 | Legacy interlock from pre-separation; no current overlap |
Board Governance
- Committee assignments: Member, MOCC and NGC; not a chair. MOCC Chair is Jennifer M. Pollino; NGC Chair is Ronald C. Lindsay .
- Independence: Board determined all directors except the CEO are independent under NYSE and Exchange Act standards; transactions with companies where directors serve were de minimis (<0.01% of CR revenues) and ordinary course; independence unaffected by separation-related payments with Crane NXT .
- Attendance and engagement: Board met 7 times in 2024 (including one special); each director had 100% attendance at Board and committee meetings; all directors attended the 2024 annual meeting; regular executive sessions without management, presided by the Lead Independent Director (James L.L. Tullis) .
- Overboarding policy: Directors who are not CEOs should not sit on more than four public boards in addition to CR; Audit Committee members capped at two other audit committees; all nominees comply (McClure’s two public boards meet policy) .
- Governance hygiene: Strict conflict-of-interest policies (CP-103D for directors), annual certifications/questionnaires; director anti-hedging and anti-pledging policies; director education supported .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Retainer (2024) | $230,000 total; $90,000 cash + $140,000 DSUs | Directors may elect to take cash portion in DSUs or vested shares; increases to $240,000 ($90k cash + $150k DSUs) beginning with the 2025 Annual Meeting |
| Committee Chair Retainers | $25,000 Audit Chair; $17,500 MOCC Chair; $17,500 NGC Chair | Payable in cash |
| Committee Member Retainers | $10,000 Audit; $7,500 MOCC; $7,500 NGC; $2,000 Executive Committee | Payable in cash |
| Meeting Fees | None unless meetings exceed +3 above regularly scheduled | Policy-driven |
2024 Director Compensation (Actual):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Charles G. McClure, Jr. | 60,000 | 197,718 | 257,718 |
Notes: Cash column includes cash value of vested CR shares if director elected shares in lieu of cash; stock awards reflect grant-date fair value of DSUs .
Performance Compensation
| Equity Award Detail (2024) | Grant Date | Units | Grant-Date Fair Value per DSU | Dividend DSUs (2024) | Vesting/Distribution Terms |
|---|---|---|---|---|---|
| Annual DSU grant | Apr 22, 2024 | 1,415 | $130.73 | 86 (aggregate across Mar/Jun/Sep/Dec dividends) | DSUs forfeitable if director ceases service before next annual meeting (except death/disability/CoC); settle in shares plus accumulated dividends upon leaving Board |
- Director stock ownership guidelines: minimum five times the cash portion of annual retainer (currently $90,000), to be met by fifth anniversary; as of record date, all directors had attained required levels except Ms. Lynch (appointed Aug 2024), implying McClure is in compliance .
- Hedging/pledging: Board policy prohibits hedging and pledging by directors; none engaged in such transactions in 2024 .
Other Directorships & Interlocks
| Relationship Type | Counterparty | Description | Conflict Assessment |
|---|---|---|---|
| Shared directorship | Crane NXT, Co. | Former director (2017–2023) | Board determined separation-related payments were standard/previously negotiated and independence unaffected |
| External public boards | 3D Systems; DTE Energy | Chairman at 3D Systems; director at DTE | Board evaluates all purchases/sales with companies where directors serve; concluded transactions were de minimis (<0.01% CR revenues) and ordinary course |
| External private board | Penske Corporation | Director | No specific related-party transactions disclosed; subject to COI policies and annual certifications |
Expertise & Qualifications
- Former public-company CEO with significant operational leadership at Meritor (commercial vehicle and industrial markets), plus private equity investing experience at Michigan Capital Advisors—relevant to CR’s end markets and M&A strategy .
- Board governance experience across multiple public companies; contributions aligned with CR’s strategy of highly engineered industrial products and global growth .
Equity Ownership
| Title of Class | Owner | Shares Owned Directly | Options/DSUs/RSUs (vested or vest within 60 days) | 401(k) Shares | Total Beneficially Owned | Percent of Class | Units Vesting After 60 Days |
|---|---|---|---|---|---|---|---|
| Common Stock | Charles G. McClure, Jr. | 295 | 15,386 | — | 15,681 | * (<1%) | 1,421 |
- Pledging/Hedging: Prohibited by policy; none by directors/executives in 2024 .
- Ownership guidelines: 5x cash retainer; McClure meets guidelines as of record date .
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| 2024 | 49,863,118 | 1,029,560 | 139,560 | 2,329,901 | Over 97% support; no program changes made in response |
Director Election Support (Item 5.07)
| Director | Votes For | Votes Against | Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Charles G. McClure, Jr. | 49,909,610 | 933,714 | 188,914 | 2,329,901 |
Compensation Committee Analysis
- Composition: MOCC comprised solely of independent directors; members include McClure alongside Pollino (Chair), Kapoor, McClain, and Tullis; met four times in 2024 .
- Consultant: FW Cook advises MOCC on executive and director compensation; director program reviewed annually to align around peer median; modest retainer changes adopted for 2025 .
- Risk controls: Clawback policy compliant with Dodd-Frank/NYSE (mandatory recoupment for restatements); stock ownership guidelines; capped incentive payouts; mix of PRSUs/options for executives (contextual governance signals) .
Governance Assessment
- Strengths: Independent status; 100% attendance; multi-industry operational and capital allocation expertise; ownership alignment via DSUs and guideline compliance; strong shareholder support (49.9M “for” votes in 2024); robust anti-hedging/anti-pledging and clawback policies .
- Potential conflicts/interlocks: Service on boards of 3D Systems and DTE Energy; Board review found transactions de minimis (<0.01% CR revenues) and ordinary course; independence affirmed. Prior Crane NXT directorship assessed with separation agreements—no influence; independence maintained .
- Director compensation alignment: Majority of retainer delivered in DSUs; ability to elect DSUs for cash portion; clear vesting and dividend accrual; 2025 modest increase maintains alignment to peer median .
- RED FLAGS: None observed—no hedging/pledging; no related-party transactions disclosed involving McClure; full attendance; election support strong. Monitor time commitments (multiple boards) under overboarding policy—currently compliant .