Martin Benante
CraneAbout Martin R. Benante
Independent director of Crane Company (CR) since 2023; age 72 as of the record date. Retired Chairman and CEO of Curtiss‑Wright Corporation (2000–2015) with more than 35 years in engineered industrial products serving aerospace and process flow markets. Currently serves as Audit Committee Chair and member of the Nominating & Governance Committee; designated audit committee financial expert. The Board has affirmatively determined he is independent under NYSE and Exchange Act standards; 100% Board and committee meeting attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curtiss‑Wright Corporation | Chairman of the Board and Chief Executive Officer | 2000–2015 | Led international industrial/defense manufacturer; M&A and integration expertise relevant to CR’s end markets |
| Crane Company | Director | 2023–present | Audit Committee Chair; Nominating & Governance Committee member; audit committee financial expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crane NXT, Co. (formerly Crane Holdings, Co.) | Director | 2015–2023 | Post‑separation intercompany transition services/payments evaluated; Board deemed de minimis and non‑influential to independence |
| Curtiss‑Wright Corporation | Director | 1999–2015 | Prior board service aligned with aerospace/defense markets |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Governance Committee member. Audit met 4 times in 2024; all members independent and designated financial experts.
- Independence: All directors other than the CEO are independent; transactions linked to directors’ outside boards were de minimis (<0.01% of revenues) and on ordinary‑course terms.
- Attendance and engagement: Board met 7 times in 2024 (including one special); each director attended 100% of Board and committee meetings; executive sessions held at every meeting, presided by the Lead Independent Director.
- Board structure: Chairman/CEO roles combined in April 2024 with a Lead Independent Director established to ensure independent oversight.
- Governance policies: Majority voting with resignation policy; director retirement at 75 (with Board discretion); strict over‑boarding; anti‑hedging and pledging; director stock ownership guidelines.
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual Board retainer | $230,000 (2024) | $90,000 cash + $140,000 DSUs; increasing to $240,000 ($90,000 cash + $150,000 DSUs) beginning with the 2025 annual meeting. Directors may elect to receive cash portion in DSUs or fully vested stock. |
| Audit Committee Chair retainer | $25,000 | Cash. |
| Committee member fees | Audit: $10,000; Compensation: $7,500; Nominating & Governance: $7,500; Executive: $2,000 | Cash; excludes Chairs; no meeting fees unless meetings exceed threshold. |
| 2024 DSU award | 1,071 DSUs (Apr 22, 2024) | Annual grant under 2023 Stock Incentive Plan; DSUs forfeitable before next annual meeting (except death, disability, change in control); settle in shares + accumulated dividends upon Board departure. |
| 2024 dividend DSUs | 92 DSUs | Awarded with quarterly dividends during 2024. |
| 2024 actual director compensation | Fees earned: $122,500; Stock awards (grant date fair value): $153,543; Total: $276,043 | Reflects DSU grant at $130.73 fair value per unit. |
Performance Compensation
| Metric | Target | Payout | Notes |
|---|---|---|---|
| None disclosed for directors | — | — | Crane’s director program uses cash retainers and DSUs; no performance‑conditioned director equity, options, or cash bonuses are disclosed. |
Other Directorships & Interlocks
| Company | Relationship | Interlock / Transaction | Board Conclusion |
|---|---|---|---|
| Crane NXT, Co. | Former director (2015–2023) | Transition services and tax‑related obligations between CR and Crane NXT | Payments on standard terms; individuals do not influence processes; independence unaffected. |
| Curtiss‑Wright Corporation | Former Chairman/CEO; former director | Industry adjacency with aerospace/defense end‑markets | No related‑party transactions disclosed; CR reviewed director‑affiliated company purchases/sales; deemed de minimis. |
Expertise & Qualifications
- Public company CEO experience; strategic, operational, and managerial leadership across engineered industrial and aerospace/defense markets; extensive domestic/international M&A and integration experience.
- Audit committee financial expert designation; deep finance and governance acumen.
Equity Ownership
| Category | Shares / Units | Notes |
|---|---|---|
| Shares owned directly/beneficially | 1,716 | Includes direct, trust, and family holdings attributable under Rule 13d‑3. |
| Options/DSUs/RSUs vested or vesting within 60 days | 17,012 | Eligible units counted in beneficial ownership within 60 days. |
| Shares in company savings plan | — | None listed for Benante. |
| Total beneficial ownership | 18,728 | Less than 1% of shares outstanding. |
| Share units vesting after 60 days | 1,075 | DSUs scheduled beyond 60‑day window. |
- Alignment policies: Director stock ownership guideline ≥5x cash retainer ($90,000); Benante meets required ownership levels as of the record date; anti‑hedging and anti‑pledging policies apply.
Governance Assessment
- Strengths
- Independent Audit Chair with financial expert designation; robust committee oversight of financial reporting, risk (including cyber), compliance; comprehensive auditor RFP concluded with Deloitte selection for 2025.
- Full attendance and regular executive sessions; strong governance framework (majority voting, retirement/over‑boarding, independence reviews).
- Transparent director pay structure aligned to peer medians via independent consultant; ownership guidelines drive alignment; anti‑hedging/pledging.
- Investor support signal: 2024 Say‑on‑Pay approval >97% (for executives), reflecting confidence in compensation governance.
- Potential Conflicts/Red Flags
- Interlocks: Prior service on Crane NXT board; Board reviewed related payments and deemed de minimis/standard terms, independence unaffected.
- No director‑specific related‑party transactions identified; annual conflict certifications and questionnaires in place (CP‑103D).
- No pledging/hedging permitted; no tax gross‑ups disclosed for directors; no option repricing.
Implications: Benante’s audit chairmanship, independence, and attendance support strong board effectiveness. Ownership and compensation design suggest alignment with shareholders without performance‑linked director pay. Interlock exposures were reviewed and mitigated, reducing conflict risk.