Jennifer Pollino
CraneAbout Jennifer M. Pollino
Independent director since 2023; age 60. Executive coach and consultant (JM Pollino LLC) since 2012, after a 20+ year operating career at Goodrich Corporation culminating as EVP, Human Resources & Communications (2005–2012) with prior general manager roles in aerospace divisions; certified public accountant with earlier finance roles (controller of an S&L and field accounting officer at the Resolution Trust Corporation) . Serves as Chair of the Management Organization & Compensation Committee (MOCC) and sits on the Executive and Nominating & Governance Committees; classified independent under NYSE and Crane’s standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goodrich Corporation (Aerospace) | EVP, Human Resources & Communications | 2005–2012 | Led global HR/communications; prior P&L roles as President/GM (Aircraft Wheels & Brakes; Turbomachinery Products; Aircraft Seating) |
| Savings & Loan Association | Controller | Not disclosed | Finance leadership; CPA credential supports audit/comp oversight |
| Resolution Trust Corporation | Field Accounting Officer | Not disclosed | Regulatory/accounting oversight experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hubbell Incorporated | Director | Since 2020 | Public company board experience |
| Kaman Corporation | Director; Lead Independent Director | 2015–2024; LID 2021–2024 | Governance leadership and oversight |
| Crane NXT, Co. (formerly Crane Holdings, Co.) | Director | 2013–2023 | Continuity through spin; industrial portfolio familiarity |
| National Association of Corporate Directors | Member | Since 2021 | Ongoing director education and governance best practices |
Board Governance
- Committee assignments: Chair, Management Organization & Compensation Committee; Member, Nominating & Governance Committee; Member, Executive Committee .
- Committee independence and cadence: MOCC (100% independent; met 4x in 2024), Nominating & Governance (independent; met 4x in 2024), Audit (for context, independent; met 4x), Executive Committee did not meet in 2024 .
- Independence: Board determined all directors except the CEO are independent; transactions with companies where directors serve were de minimis (<0.01% of Crane revenues) and at ordinary terms .
- Attendance: Board met 7 times (including 1 special) in 2024; each director had 100% Board and committee attendance; regular executive sessions without management at all meetings (presided by Lead Independent Director) .
- Overboarding and governance practices: Strict overboarding policy; all nominees in compliance. Lead Independent Director structure established in 2024; core committees 100% independent; regular self-evaluations; anti-hedging/pledging; director stock ownership guidelines .
- Stockholder engagement signals: Say-on-pay support over 97% in 2024; MOCC uses independent consultant (FW Cook) with no conflicts .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash portion) | $90,000 | Cash portion of $230,000 total retainer ($90k cash + $140k DSUs); retainer increases to $240,000 in 2025 ($90k cash + $150k DSUs) |
| Committee chair fee (MOCC) | $17,500 | Paid in cash |
| Committee membership fee (NGC) | $7,500 | Paid in cash |
| Executive Committee membership | $2,000 | Paid in cash |
| 2024 total fees earned (cash) | $117,000 | Sum of cash elements; disclosed for Pollino |
| 2024 stock awards (DSUs) | $156,371 | Grant-date fair value; DSUs granted under 2023 Stock Incentive Plan |
| 2024 total director compensation | $273,371 | Cash + stock awards |
- 2024 DSU grants: 1,071 DSUs on April 22, 2024 at grant-date fair value $130.73 per DSU; plus 111 additional DSUs via dividend equivalents across quarterly dividends .
- Program design: Directors receive $230,000 retainer ($90k cash, $140k DSUs), plus chair/member fees; no meeting fees unless volume threshold; option to elect cash retainer in DSUs or vested shares .
Performance Compensation
- Directors do not receive performance-based equity (no PRSUs/options tied to director service); compensation is cash retainers and DSUs aligned to share price at grant with dividend accrual in DSUs; MOCC reviews director compensation annually versus peer median with independent consultant (FW Cook) .
- Stock ownership guidelines: Directors must hold Crane stock ≥5x cash retainer ($90k → $450k of stock); compliance required within 5 years. As of the record date, all directors met guidelines except a new director (Lynch) due to recency of appointment; Pollino meets guidelines .
Other Directorships & Interlocks
| Company | Relationship to Crane | Board’s Conflict Review Outcome |
|---|---|---|
| Hubbell Incorporated; Kaman Corporation (prior), Crane NXT (prior) | Potential commercial overlaps in industrial/aerospace ecosystems | Board reviewed all purchases/sales with companies on which directors serve; all were de minimis (<0.01% of Crane revenues) and at ordinary terms; independence affirmed . |
- Conflict policies: Strict director conflict policy (CP-103D), annual certifications and questionnaires; charitable contribution approvals for director-affiliated organizations >$10,000 (none in 2024) .
Expertise & Qualifications
- Human capital leadership and compensation governance: Led enterprise HR/communications at Goodrich; Chair of MOCC overseeing CEO evaluation, executive pay, succession, incentive risk assessment, and consultant oversight .
- Operations/P&L: Prior general manager roles across aerospace product divisions; broad operational and financial expertise .
- Finance/Audit acumen: CPA; controller and regulatory accounting experience—relevant to compensation and governance oversight .
Equity Ownership
| Measure (as of Jan 31, 2025) | Shares/Units | Detail |
|---|---|---|
| Shares owned directly or beneficially | 0 | As reported in beneficial ownership table |
| Vested/vesting within 60 days (options, DSUs, RSUs) | 20,883 | Aggregate of vested/near-vest units/options |
| Shares in Savings Plan (401(k)) | Not disclosed for Pollino | Table shows 401(k) line as blank for Pollino |
| Share units vesting after 60 days | 1,075 | DSUs/TRSUs vesting post-60 days |
| Ownership % of class | <1% | “Less than one percent” for Pollino |
- 100% of directors own Crane stock; directors subject to anti-hedging/pledging policy; in 2024 none engaged in hedging or pledging .
Governance Assessment
- Strengths:
- Independent, engaged committee leader (MOCC Chair) with 100% attendance and full participation in executive sessions governance model .
- Robust pay governance: MOCC structure, independent consultant, clawback policy (“no-fault” per Dodd-Frank/NYSE), incentive risk assessment, above-market executive ownership guidelines—signals disciplined oversight of pay-for-performance .
- Ownership alignment: Director ownership guidelines met; DSU-based compensation defers equity until service ends; anti-hedging/pledging prohibitions .
- Board independence determinations consider interlocks and related transactions; de minimis commercial ties strengthen investor confidence .
- Watch items / potential conflicts:
- External public boards (e.g., Hubbell; prior Kaman) in adjacent industrial/aerospace markets—Board’s annual independence review found transactions de minimis (<0.01% of revenues) and ordinary-course; continue monitoring for any evolving related-party exposure .
- Overall signal: High-quality governance posture with strong committee leadership, transparent policies, and full attendance—supportive of investor confidence; no material red flags observed related to conflicts, attendance, or director pay practices in 2024 .