Max H. Mitchell

President and Chief Executive Officer at Crane Co

Since April 3, 2023

Age

61 years

Education

Earned a BA from Tulane University and an MBA in Finance from the University of Pittsburgh, Katz Graduate School of Business.

Tenure

Joined Crane Company as an executive officer in 2004 and held increasing roles — including leadership in the Fluid Handling Group, Executive Vice President and Chief Operating Officer, and President and Chief Operating Officer — before being promoted to President and Chief Executive Officer on April 3, 2023.

Also at Crane Co

AAA

Alejandro A. Alcala

Chief Operating Officer

AMD

Anthony M. D'Iorio

Executive Vice President, General Counsel, and Secretary

Marijane Papanikolaou

Vice President, Controller, and Chief Accounting Officer

About

Max H. Mitchell is a seasoned executive with a deep commitment to advancing the strategic vision of Crane Company. A native of Pittsburgh, he earned his MBA in Finance from the University of Pittsburgh, Katz Graduate School of Business and his BA from Tulane University.

Before joining Crane Company, he built a strong foundation in finance and operations at Ford Motor Company and further honed his leadership skills in various roles at Pentair Tool Group and divisions within Danaher Corporation.

Since becoming an executive officer at Crane Company in 2004, he has played a critical role in shaping the organization's direction through a series of progressively responsible positions. His contributions have been instrumental in driving corporate strategy, optimizing portfolio outcomes, and integrating acquired companies—efforts that laid the groundwork for his promotion to President and Chief Executive Officer on April 3, 2023.

$CR Performance Under Max H. Mitchell

Past Roles

Organization	Role	Date Range	Details
Crane Holdings, Co.	President and Chief Executive Officer	2014 – April 3, 2023	Ended role upon transition as current CEO of CR
Crane Co.	President and Chief Operating Officer	2013 – 2014	N/A
Crane Co.	Executive Vice President and Chief Operating Officer	2011 – 2013	N/A
Crane Co.	Group President, Process Flow Technologies segment	2005 – 2012	N/A

External Roles

Organization	Role	Date Range
Goodyear Tire & Rubber Company	Director	Since 2023
Crane NXT, Co.	Director	Ending in April 2024

Fixed Compensation

Data from FY 2023

Component Name	Amount	Payment Schedule	Additional Details
Salary	$1,200,000	Annual	Base salary for 2023.
All Other Compensation	$256,079	Annual	Breakdown: Dividends on Restricted Stock/RSUs: $33,391; Personal Use of Company Aircraft: $100,000; Personal Use of Company-Provided Car: $14,250; Company Contribution to Benefit Equalization Plan: $83,686; Company Contribution to 401(k) Plan: $19,800; Insurance Premiums: $2,002; Cyber Security Protection: $2,950

Performance Compensation

Data from FY 2023

Non-Equity Incentive Plan (AIP)

Metric (Unit/Scale)	Threshold	Target	Maximum	Weight	Actual Performance / Payout	Additional Details
Adjusted EPS (USD)	$2.75 (0% payout)	$3.44	$4.12 (200% payout)	75%	$4.16 (200% payout achieved)	Bonus is calculated based on performance; metrics set in February 2023. Payout paid in February 2024.
Adjusted Free Cash Flow (USD Million)	$113.0 (0% payout)	$161.4	$209.8 (200% payout)	25%	$173.0 (125% payout achieved)	Values adjusted for special items; performance metric aligned with the annual operating plan.

Bonus Calculation:

Bonus Target: 120% of salary, equal to $1,440,000.
Actual Bonus Paid: $2,610,720 representing a 181.3% payout of the target.

Performance-Based Restricted Stock Units (PRSUs)

Parameter	Value/Detail	Additional Details
Performance Metric	Relative Total Shareholder Return (TSR)	Compared versus the S&P Midcap 400 Capital Goods Group over a three-year period (Jan 1, 2023 - Dec 31, 2025).
Threshold	< 25th percentile	0% of target shares earned.
At Threshold	25th percentile	25% of target shares earned.
Target	50th percentile	100% of target shares earned.
Maximum	≥ 75th percentile	200% of target shares earned; capped at 100% vesting if TSR is negative.
Grant Date	February 6, 2023	.
Grant Date Fair Value (USD)	$3,485,810	.
Grant Date Stock Price (USD)	$119.71	.
Number of Shares (Target/Maximum)	24,626 / 49,252	Maximum value can be up to four times the original grant value.
Vesting Schedule	Based on TSR performance over 3 years	Vesting determined on relative performance over the period, with no dividend accrual until vesting.

These performance compensation components align executive incentives with the company's financial and stock performance, ensuring payouts based on achieving defined thresholds and targets. The AIP is cash-based and paid as a lump sum contingent on performance, while the PRSUs are structured as share-based awards dependent on relative TSR over the specified evaluation period.