Max Mitchell
CraneAbout Max Mitchell
Max H. Mitchell (age 61) is Chairman, President and Chief Executive Officer of Crane Company; he has served as CEO since 2014 at the pre-separation parent (Crane Holdings) and was appointed CEO of Crane Company at the April 3, 2023 separation; the Board combined the Chair/CEO roles effective April 2024 with a Lead Independent Director in place for oversight . Under his leadership post-separation, Crane’s 2024 total shareholder return reached 106% versus 45% for the S&P MidCap 400 Capital Goods group, amid strong execution, portfolio reshaping, and three bolt-on acquisitions; segment sales grew 18% in Aerospace & Electronics and 12% in Process Flow Technologies, with record margins in both segments . The company cites approximately $7.6B in equity value creation comparing 12/31/2020 Crane Holdings to combined post-separation companies as of 12/31/2024 (+167%) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Crane Company / Crane Holdings (pre-separation) | Chairman, President & CEO | 2014–present (Crane Co. CEO since 2023; Chair/CEO combined in 2024) | Led separation into two public companies; drove portfolio reshaping and bolt-on M&A; strong TSR vs peers |
| Crane Co. (pre-reorganization) | President & COO | 2013–2014 | Oversaw operations prior to CEO appointment |
| Crane Co. (pre-reorganization) | EVP & COO | 2011–2013 | Drove operational performance across businesses |
| Crane Co. | Group President, Process Flow Technologies | 2005–2012 | Led PFT segment growth and positioning |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Goodyear Tire & Rubber Company | Director | 2023–present | Public company board service |
| Crane NXT, Co. (formerly Crane Holdings, Co.) | Director | 2014–2024 | Post-separation service concluded 2024 |
| Lennox International, Inc. | Director | 2016–2022 | Prior public company board service |
| Manufacturers Alliance | Director/Member | n/a | Industry organization affiliation |
Fixed Compensation
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,200,000 | 1,200,000 | 1,200,000 |
| All Other Compensation | 287,464 | 256,079 | 356,992 (incl. $185,000 aircraft use; $103,972 benefit equalization; $29,650 TRSU dividends; $20,700 401(k); $12,344 vehicle; $2,376 insurance; $2,950 cybersecurity) |
| Total (all components, SCT) | 9,316,556 | 10,065,027 | 9,600,139 |
Notes:
- CEO pay is majority variable; 85% of CEO target pay is performance-based (AIP + LTI) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weight | Target | Actual | Payout vs target | Calculated contribution |
|---|---|---|---|---|---|
| Adjusted EPS | 60% | $5.03 | $5.32 | 128.9% | 77.4% |
| Adjusted Free Cash Flow | 20% | $262.2M | $249.8M | 84.3% | 16.9% |
| CEO Strategic Objectives | 20% | n/a | 130% achievement | 130.0% | 26.0% |
| Weighted payout | 100% | — | — | — | 120.3% |
AIP ranges: EPS payout range $4.02 (0%) to $6.03 (200%); FCF payout range $183.5M (0%) to $340.8M (200%); CEO strategic objectives 0–200% . Bonus paid: $1,732,320 (120.3% of $1.44M target at 120% of salary) .
Long-Term Incentives – 2024 Grants (Feb 12, 2024)
| Instrument | Count | Grant/Exercise Price | Grant date fair value ($) | Vesting / Performance |
|---|---|---|---|---|
| PRSUs (target) | 24,856 | $124.80 (for share count) | 3,772,892 (at $151.79 Monte Carlo) | 3-year relative TSR vs S&P MidCap 400 Capital Goods; 25th=25%; 50th=100%; 75th+=200%; cap at 100% if TSR negative; max value capped at 4x grant |
| TRSUs | 9,038 | $124.80 | 1,127,942 | Time-based, 25% per year over 4 years; dividends paid prior to vest |
| Stock Options | 26,857 | $124.80 | 1,409,993 | 10-year term; 25% per year over 4 years; value realized only if stock appreciates |
LTI target mix (CEO): 55% PRSUs, 25% options, 20% TRSUs; total LTI target $5.64M used to determine award sizing .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO must hold stock equal to 6x base salary; Mitchell’s actual level equals 48x base salary; hedging and pledging of company stock are prohibited, and none by directors/executives occurred in 2024 .
- Clawback: “No-fault” policy allows recovery of incentive awards in event of financial restatement .
Beneficial Ownership (as of Jan 31, 2025)
| Category | Shares |
|---|---|
| Shares owned directly/indirectly | 387,525 |
| Vested or vesting within 60 days (options/DSUs/RSUs) | 378,059 |
| 401(k) shares | 2,956 |
| Total beneficially owned | 768,540 (1.34% of outstanding) |
| Units vesting after 60 days (unvested share units) | 13,892 |
Upcoming Vesting Cadence (illustrative 2025 schedule, Crane Company only)
| Vest date | RSUs vesting (#) |
|---|---|
| Jan 25, 2025 | 3,245 |
| Feb 6, 2025 | 2,239 |
| Feb 7, 2025 | 2,635 |
| Feb 12, 2025 | 2,259 |
- Indicative insider activity: Form 4 on Jan 25, 2024 disclosed vesting of 3,245 RSUs; expect similar annual vesting-related filings around late Jan/early Feb aligned to the schedule . Additional Form 4 filings for 2025 appear on SEC (e.g., 2025-04-16) reflecting RSU activity .
Option/RSU Value Sensitivities at 12/31/2024
| Item | Value ($) |
|---|---|
| Aggregate in-the-money value of then-unvested options if exercisable | 6,673,411 (at $151.75 CR; $58.22 CXT) |
| Aggregate value of then-unvested RSUs (Retirement, Death/Disability scenario) | 32,618,418 |
| Aggregate value of then-unvested RSUs (Termination after Change in Control) | 28,844,520 |
Employment Terms
- Employment agreements: No fixed-duration executive employment contracts; annual say-on-pay; independent compensation consultant (FW Cook); peer targeting around 50th percentile .
- Severance (without CIC): Prevailing practice equals one year’s base salary plus continued welfare benefits; for Mitchell estimated at $1,216,007 as of 12/31/2024 .
- Change-in-Control (CIC) protections: Double-trigger; continued employment for 3 years post-CIC; upon qualifying termination within 3 years, cash equals 3x salary plus the greater of last year’s bonus or 3-year average, plus proportional current-year bonus and 3 years of benefits; no excise tax gross-ups (payments capped if needed to avoid 4999 excise tax) . For Mitchell (as of 12/31/2024): cash $13,480,320; estimated benefits continuation $48,022; total estimated termination-after-CIC package $49,046,273 including equity acceleration values .
- Equity treatment on termination: Options/RSUs continue/accelerate upon retirement, death/disability, or double-trigger CIC per plan; retirement vesting subject to covenant not to compete .
- Deferred compensation and pension: Benefit Equalization Plan employer contribution $103,972 in 2024; aggregate balance $748,190; defined benefit present value $793,424 (closed/frozen); qualified pension present value $313,313 (frozen) .
Board Governance
- Structure: Board combined Chair/CEO roles effective April 2024; Lead Independent Director (James L.L. Tullis) established for independent oversight; all key committees (Audit; Management Organization & Compensation; Nominating & Governance) are 100% independent .
- Committees: Mitchell serves on the Executive Committee; LID chairs the Executive Committee; Compensation Committee chaired by Jennifer M. Pollino; Compensation members include Kapoor, McClain, McClure Jr., and Tullis; FW Cook serves as independent compensation consultant .
- Independence and attendance: Only Mitchell is non-independent; all others independent; 100% Board and committee attendance in 2024; regular executive sessions without management .
- Director fees: Mitchell receives no additional compensation for director service .
Compensation Committee Analysis
- Philosophy and metrics: Pay-for-performance aligned to EPS, free cash flow, and relative TSR; CEO AIP added 2024 Strategic Objectives metric; PRSUs tied 100% to 3-year relative TSR vs S&P MidCap 400 Capital Goods .
- Market positioning and peer group: Targets generally calibrated to 50th percentile; FW Cook provides peer and survey data; 2024 peer group disclosed; 2025 peer group updated to include RBC Bearings and Watts Water .
- Say-on-pay: 2024 support exceeded 97%, with no program changes made in response .
Performance & Track Record
| Measure | Outcome |
|---|---|
| Post-separation total shareholder return through 12/31/2024 | 106% vs 45% for S&P MidCap 400 Capital Goods group |
| Equity value creation (2020–2024 combined entities) | ~$7.6B, +167% |
| 2024 Segment performance | Aerospace & Electronics: +18% sales, margins +230 bps to 22.4% (adj. 23.2%); Process Flow Technologies: +12% sales, record 20.1% margin (adj. 20.9%) |
| 2024 Portfolio actions | Three bolt-ons (Baum, CryoWorks, Technifab) and agreed divestiture of Engineered Materials (closed 1/1/2025) |
Risk Indicators & Red Flags
- Combined Chair/CEO mitigated by strong LID structure and fully independent committees .
- Personal aircraft use is permitted for CEO up to $185,000 in incremental cost annually; in 2024 the full $185,000 was incurred (included in “All Other Compensation”) .
- No hedging/pledging permitted; none in 2024; no excise tax gross-ups in CIC agreements .
- Related-party transaction oversight robust; Board determined director-affiliated transactions were de minimis and non-influential, including transition arrangements with Crane NXT following separation .
Director Compensation (for context)
- Non-employee director retainer $230,000 ($90,000 cash; $140,000 DSUs; rising to $240,000/$150,000 in 2025); Lead Independent Director incremental retainer reduced from $135,000 to $50,000 effective 2025; Mitchell does not receive director fees .
Investment Implications
- Pay alignment: High variable mix (85% performance-based for CEO) with rigorous metrics (EPS, FCF, relative TSR) and a robust clawback supports incentive alignment; strong say-on-pay (97%) reduces governance risk .
- Retention/selling pressure: Significant upcoming RSU vesting events occur annually in late Jan/early Feb (e.g., 3,245/2,239/2,635/2,259 shares in early 2025), and meaningful in-the-money unvested option/RSU value exists; expect Form 4 activity near these dates and potential modest selling for tax/liquidity .
- Change-in-control economics: Double-trigger with 3x cash multiple and full equity acceleration on qualified termination creates retention but also potential transaction-cost overhang ($49.0M estimate as of 12/31/2024) .
- Ownership alignment: CEO holds ~1.34% of shares outstanding, well above the 6x salary guideline (actual ~48x), with anti-hedging/pledging policy in place—positive for alignment and downside sensitivity .
- Execution track record: Strong TSR, record margins, and disciplined portfolio moves (including Engineered Materials divestiture and targeted M&A) suggest continued focus on value accretion and operational excellence .