Ronald Lindsay
CraneAbout Ronald C. Lindsay
Retired Chief Operating Officer of Eastman Chemical Company; age 66; independent director at Crane Company (CR) since 2023. Committee roles include Audit Committee member and Nominating & Governance Committee Chair; relevant expertise spans corporate strategy, operations, sales, and manufacturing in end markets served by Crane’s Process Flow Technologies segment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastman Chemical Company | Chief Operating Officer | 2013–2016 | Senior leadership of a specialty chemical manufacturer aligned with Crane’s end markets |
| Eastman Chemical Company | Executive Vice President, Specialty Fluids & Intermediates; Fibers; Adhesives & Plasticizers; Worldwide Engineering, Construction & Manufacturing Support | 2011–2013 | Operational oversight across multiple product lines and manufacturing support |
| Eastman Chemical Company | Executive Vice President | 2009–2013 | Corporate strategy, operations, manufacturing |
| Eastman Chemical Company | Senior Vice President | 2006–2009 | Corporate operations and manufacturing leadership |
| Eastman Chemical Company | Roles of increasing responsibility | 1980–2006 | Progressive leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crane NXT, Co. (formerly Crane Holdings, Co.) | Director | 2013–2023 | Prior board service; CR’s Board reviewed transition services and tax-related payments with Crane NXT and found arrangements de minimis and independence unaffected |
Board Governance
- Committees: Audit Committee member; Nominating & Governance Committee Chair .
- Independence: Board determined all directors other than the CEO are independent; Audit members also meet NYSE and SEC independence; each Audit member is an “audit committee financial expert” .
- Attendance & Engagement: Board met 7 times in 2024 (incl. one special meeting); each director had 100% Board and committee attendance; regular executive sessions without management, presided by Lead Independent Director . The proxy highlights 100% Board and committee attendance in 2024 as an ongoing practice .
- Overboarding/Qualifications: Directors must comply with strict overboarding limits; all nominees are compliant .
- Lead Independent Director structure: Combined Chair/CEO with LID established in 2024 to bolster independent oversight .
Fixed Compensation
| Component | Amount/Detail | Evidence |
|---|---|---|
| Annual Board retainer | $230,000 for 2024 ($90,000 cash + $140,000 DSUs). Increases to $240,000 ($90,000 cash + $150,000 DSUs) beginning with 2025 annual meeting . | |
| Committee chair fee (NGC) | $17,500 cash per year . | |
| Committee member fee (Audit) | $10,000 cash per year for Audit members (other than Chair) . | |
| 2024 DSU grant | 1,071 DSUs granted on April 22, 2024 (grant-date fair value $130.73 per DSU) . | |
| 2024 dividend DSUs | 134 additional DSUs accrued with quarterly dividends in 2024 . | |
| 2024 actual paid | Cash fees: $117,500; Stock awards: $159,772; Total: $277,272 . | |
| DSU vesting & forfeiture | DSUs are forfeitable if the director ceases service before the next annual meeting, except in death, disability, or change-in-control . |
Performance Compensation
- Crane’s director compensation program does not disclose performance-based metrics for non-employee directors; equity is delivered as DSUs with time-based service condition to the next annual meeting. No options or PRSUs are part of standard director pay and no performance targets apply to director DSUs .
| Metric | Weight | Payout Curve | Notes |
|---|---|---|---|
| None disclosed for directors | N/A | N/A | DSUs are service-based to next annual meeting; no director AIP/PRSUs |
Other Directorships & Interlocks
| Company | Relationship | Potential Conflict Review | Board Conclusion |
|---|---|---|---|
| Crane NXT, Co. | Prior directorship (2013–2023) | Transition services and tax-related payments between CR and Crane NXT were reviewed; all purchases/sales with companies where directors serve were de minimis (<0.01% of CR revenues) . | Ordinary course, standard terms; no impairment of independence . |
Expertise & Qualifications
- Corporate strategy, operations, sales, manufacturing; end-market expertise relevant to Crane’s Process Flow Technologies segment .
- Audit Committee financial expertise designation applies to all Audit members, including Lindsay .
- Governance leadership as Nominating & Governance Committee Chair .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares owned directly or beneficially | 591 | |
| Vested/vesting within 60 days (options/DSUs/RSUs) | 25,517 | |
| Total beneficial ownership | 26,108; <1% of class | |
| Share units vesting after 60 days | 1,075 | |
| Director stock ownership guideline | Minimum 5× cash portion of annual retainer ($90,000); all directors met guideline except Ms. Lynch as of record date—Lindsay met guideline . | |
| Hedging/pledging | Prohibited; none by directors/officers in 2024 . |
Governance Assessment
- Strengths
- Independent director; Chair of Nominating & Governance Committee; member of 100% independent Audit Committee (with “financial expert” designation for all members) .
- 100% Board and committee attendance; active engagement in executive sessions and committee work (Audit and NGC met four times each in 2024) .
- Ownership alignment: DSU-based equity; compliance with director ownership guidelines; anti-hedging/pledging policy with no violations .
- Overboarding policy compliance; robust independence standards and annual conflicts review .
- Watch items
- Prior Crane NXT interlock: Board assessed transition service and tax-related payments; deemed ordinary course and de minimis (<0.01% of CR revenues) with independence unaffected. Continue monitoring any ongoing transactions across boards/directorships .
- Compensation and investor alignment signals
- Director compensation mix is primarily fixed cash plus DSUs; no performance-linked pay for directors, aligning incentives to long-term ownership rather than short-term targets .
- Company-wide say-on-pay support was strong (97% in 2024), indicating broad investor confidence in pay governance (context for overall board oversight) .
Appendix: Director Compensation Program Context
| Item | Policy Detail | Evidence |
|---|---|---|
| Review cadence & consultant | Annual review by independent consultant FW Cook; alignment to peer median . | |
| Meeting fees | Only paid if meetings exceed three beyond regular schedule . | |
| 2025 adjustments | Board retainer increases to $240,000; LID incremental retainer reduced to $50,000 (FY25) . |
Notes on conflicts and related-party exposure
- Annual conflicts policies (CP-103D for directors) require disclosure and certification; charitable contributions >$10,000 to director-affiliated organizations require NGC approval; none in 2024 .
- The Board’s independence review covered all transactions with companies on which directors serve and determined they were ordinary course and de minimis (<0.01% of revenues) .