James Tullis

About James L. L. Tullis

Independent director of Crane Company since 2023; age 77. Chairman of Tullis Health Investors, LLC (healthcare venture capital) since 1988. Served as Lead Independent Director since April 2024 and as Crane Company Chairman prior to that; currently chairs the Board’s Executive Committee and sits on the Management Organization & Compensation Committee. Core credentials: executive leadership, financial and organizational expertise, and extensive M&A/board governance experience across public and private companies .

Past Roles

External Roles

Board Governance

• Committee assignments: Executive Committee Chair; Management Organization & Compensation Committee member; prior Lead Independent Director (since April 2024). Executive Committee did not meet in 2024; non-management directors held executive sessions at every Board meeting, presided over by Tullis .
• Independence: Board determined all directors other than the CEO are independent, including Tullis. Independence review included de minimis transactions (<0.01% of Crane revenues) and transition services with Crane NXT under separation agreements; independence affirmed .
• Attendance: 100% Board and committee attendance by all directors in 2024; all directors attended the 2024 annual meeting . Crane also reports 100% Board and committee attendance in 2024 in its governance highlights .
• Board tenure and refreshment: At age 77, Tullis tendered resignation per retirement policy; Board requested he stand for re-election for an additional one-year term given his M&A, leadership and governance expertise .
• Overboarding: Crane maintains strict overboarding limits; all nominees, including Tullis, are in compliance .

Fixed Compensation

• Director Program Structure (2025 levels where applicable): Annual retainer $240,000 ($90,000 cash; $150,000 in DSUs). Audit Chair retainer $25,000; Comp and Nominating Chairs $17,500; committee member fees: Audit $10,000, Comp/Nominating $7,500; Executive Committee members (other than CEO) $2,000. No meeting fees unless meetings exceed threshold .
• Lead Independent Director incremental retainer: $135,000 in 2024; reduced to $50,000 beginning with the 2025 Annual Meeting .
• DSU grants to Tullis in 2024: 1,071 DSUs on April 22, 2024; an additional 162 DSUs from quarterly dividend equivalents throughout the year. April 22 grant fair value per DSU was $130.73 .

Performance Compensation

• Crane does not tie non-employee director compensation to operational performance; director equity is delivered as Deferred Stock Units (DSUs) that convert to shares when service ends. DSUs are generally forfeitable if service ends before the next annual meeting (except death, disability, or change in control) .

Other Directorships & Interlocks

Expertise & Qualifications

• Executive leadership in healthcare venture capital; extensive M&A, strategic portfolio development, and governance experience, including service as chairman and on compensation, nominating, audit, and executive committees of public companies .

Equity Ownership

Governance Assessment

• Strengths

  • Independent status; robust attendance and engagement (100% Board/committee attendance; presided over all executive sessions as Lead Independent Director in 2024) .
  • Clear alignment via DSUs and mandatory stock ownership guidelines; Tullis has met guideline requirements .
  • Compensation governance: independent consultant FW Cook; director pay reviewed annually; program aligned to peer median; no meeting fees absent excess meetings .
  • Strong shareholder support for executive compensation (Say-on-Pay >97% approval in 2024), reflecting broader confidence in compensation oversight by the committee where Tullis serves .
  • Strict conflicts policy, annual certifications, and independence evaluation including Crane NXT interlocks; transactions deemed de minimis and ordinary course .

• Potential risk indicators and mitigations

  • Age-based resignation policy override: Board rejected Tullis’s offered resignation at age 77 due to strategic needs; signals reliance on long-tenured expertise but may raise renewal concerns if not balanced with refreshment plans .
  • Corporate aircraft personal use: Tullis has a time-sharing agreement requiring reimbursement of aggregate incremental cost; net incremental cost to Crane from his personal use was $0 in 2024, mitigating shareholder cost concerns .
  • Interlock with Crane NXT: Board explicitly assessed separation-related payments and confirmed independence; continues to warrant monitoring due to information flow and potential perceptions, though controls are in place .

• Committee effectiveness signals

  • Management Organization & Compensation Committee (member): Oversees CEO/NEO pay, succession, and incentive risk review; independent composition; met four times in 2024; uses clawback policy compliant with SEC/NYSE rules .
  • Executive Committee (Chair): Backstop for urgent Board actions; no meetings held in 2024, indicating governance occurs primarily at the full Board .

Overall, Tullis exhibits strong governance credentials, independence, and ownership alignment. Notable watch items include board renewal optics at advanced tenure and continued monitoring of interlocks and personal aircraft use—both currently governed with explicit controls and minimal cost impact .