Ellen McClain
CraneAbout Ellen McClain
Ellen McClain (age 60) has served as an independent director of Crane Company since 2023 and sits on the Audit Committee and the Management Organization & Compensation Committee. She is CEO and President of Year Up United (CEO/President since Dec 2023; previously President 2022, COO 2021–2022, CFO 2015–2021), with prior senior roles as President of the New York Racing Association (2012–2013) and VP Finance at Hearst‑Argyle Television (2004–2009). The Board has determined all Audit Committee members (including McClain) meet NYSE independence and SEC Rule 10A‑3 requirements and are “audit committee financial experts.” Relevant skills cited include financial, operational, and organizational expertise spanning CEO, CFO, COO, and President roles in public and private enterprises .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Year Up United | CEO & President | Dec 2023–present | Senior leadership of national workforce development non‑profit |
| Year Up United | President | 2022 | Organizational leadership |
| Year Up United | Chief Operating Officer | 2021–2022 | Operational oversight |
| Year Up United | Chief Financial Officer | 2015–2021 | Financial leadership |
| New York Racing Association | President | 2012–2013 | Senior management and finance positions |
| Hearst‑Argyle Television | VP, Finance | 2004–2009 | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crane NXT, Co. (public) | Director | 2013–present | Former parent; CR and Crane NXT separated in 2023 |
| Horseracing Integrity and Safety Authority | Director | 2021–2023 | Industry authority board role |
Board Governance
- Committee assignments: Audit Committee member; Management Organization & Compensation Committee (MOCC) member
- Committee structure, independence, and meetings: Audit and MOCC are 100% independent; each met four times in 2024; all Audit members qualify as “audit committee financial experts” (SEC)
- Board meetings and attendance: The Board met seven times in 2024 (including one special meeting); each director attended 100% of Board and committee meetings; all directors attended the 2024 annual meeting
- Leadership and executive sessions: Chairman/CEO roles combined in 2024 with a Lead Independent Director; all Board meetings in 2024 included executive sessions of non‑management directors led by the Lead Independent Director
- Overboarding and independence safeguards: Overboarding policy (CEO directors ≤2 other public boards; other directors ≤4 others); all nominees compliant; rigorous independence and conflict‑of‑interest policies, annual certifications, and related‑party review process
- Stock ownership guidelines: Directors must hold ≥5x cash portion of annual retainer ($90,000) within five years; as of the record date, all directors had attained required ownership levels except Ms. Lynch (appointed Aug 2024)
Fixed Compensation
- Director pay framework (2024 program; 2025 noted):
- Annual retainer: $230,000 ($90,000 cash; $140,000 DSUs). Beginning with the 2025 annual meeting: $240,000 ($90,000 cash; $150,000 DSUs). Directors may elect to take cash retainer in DSUs or fully vested shares .
- Committee chair retainers: Audit $25,000; MOCC $17,500; Nominating & Governance $17,500 (cash) .
- Committee member retainers: Audit $10,000; MOCC $7,500; Nominating & Governance $7,500; Executive Committee $2,000 (non‑CEO members) .
- Meeting fees: None unless meetings exceed three more than regularly scheduled .
- Lead Independent Director (LID) incremental retainer: $135,000 (cash or elective equity) in 2024; reduced to $50,000 beginning with the 2025 annual meeting .
| Ellen McClain – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned/paid in cash | 89,500 |
| Stock awards (DSUs, grant date fair value) | 174,965 |
| Total | 264,465 |
Performance Compensation
- No performance‑based elements disclosed for directors; equity is delivered as DSUs that are generally forfeitable if service ends before the next annual meeting (except upon death, disability, or change in control) .
| Equity Award Detail (2024) | Grant Date | Units | Grant Date Fair Value/Unit | Notes |
|---|---|---|---|---|
| Annual DSU grant | Apr 22, 2024 | 1,209 | $130.73 | Standard director grant timing/proration; DSUs convert to shares upon leaving the Board |
| Dividend equivalent DSUs (aggregate across 4 dividends) | 2024 (Mar/Jun/Sep/Dec pay dates) | 115 | — | Quarterly dividend DSUs accrued during 2024 |
No director performance metrics (e.g., EPS/TSR) apply to director pay; DSUs are time‑based and service‑linked .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Crane NXT, Co. | Public company | Director (since 2013) | Historical linkage via 2023 separation; CR maintains strict conflict‑of‑interest review policies; 100% independent committees mitigate risk |
Expertise & Qualifications
- Financial, operational, and organizational expertise from CEO, CFO, COO, and President roles across public/private entities; intellectual capital (human capital) oversight experience .
- Audit Committee service with “audit committee financial expert” designation at committee level (Board determined all Audit members qualify) .
Equity Ownership
| Holder | Shares Owned Directly or Beneficially | Options/DSUs/RSUs Vested or Vesting ≤60 Days | 401(k) | Total Beneficially Owned | % of Class | Units Vesting >60 Days |
|---|---|---|---|---|---|---|
| Ellen McClain | — | 21,522 | — | 21,522 | * | 1,214 |
- Stock ownership guidelines for directors: ≥5x cash retainer ($90,000) within five years; as of the record date, all directors met guidelines except Ms. Lynch (joined Aug 2024) .
- Anti‑hedging and anti‑pledging: Directors are prohibited from hedging or pledging Company stock; during 2024, none of the directors or executive officers engaged in hedging or pledging transactions .
Shareholder Voting Signals (Support/Accountability)
| Proposal (Annual Meeting 2024) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Director – Ellen McClain | 50,362,879 | 513,680 | 155,679 | 2,329,901 |
| Say‑on‑Pay (Advisory) | 49,863,118 | 1,029,560 | 139,560 | 2,329,901 |
| Auditor Ratification (Deloitte & Touche LLP) | 52,654,761 | 609,069 | 98,308 | 0 |
Governance Assessment
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Strengths/positives:
- Independent director with dual committee service, including Audit; Board determined all Audit members are “audit committee financial experts” .
- Strong engagement: 100% attendance at Board and committee meetings in 2024; all directors attended the annual meeting .
- Alignment: Equity retainer via DSUs and compliance with rigorous stock ownership guidelines; anti‑hedging/anti‑pledging policy observed by all directors in 2024 .
- Shareholder support: Very high votes “for” her election and for Say‑on‑Pay in 2024 .
- Committee independence and robust conflict‑of‑interest procedures reduce risk of undue influence .
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Watch items/potential conflicts:
- Concurrent service on Crane NXT, Co. (the 2023 spin‑off entity) could pose perceived interlock risk if material related‑party matters arise; however, CR’s conflict review process and 100% independent key committees mitigate this risk .
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