Sanjay Kapoor
CraneAbout Sanjay Kapoor
Sanjay Kapoor (age 64) is an independent director of Crane Company (CR), serving since 2023. He is the retired EVP & CFO of Spirit AeroSystems (2013–2019) with more than two decades in senior roles at Raytheon (2004–2013) and United Technologies (1990–2004), giving him deep aerospace/defense finance and operations expertise. He serves on CR’s Audit Committee and the Management Organization & Compensation Committee (MOCC) and is designated by the Board as an audit committee financial expert. The Board affirms all directors other than the CEO are independent; Kapoor attended 100% of Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirit AeroSystems, Inc. | Executive Vice President & Chief Financial Officer | 2013–2019 | Senior finance/operations leadership for major aerostructures supplier |
| Raytheon | Senior management positions (aerospace/defense programs) | 2004–2013 | Oversaw significant aerospace/defense programs |
| United Technologies | Senior management positions (aviation/defense) | 1990–2004 | Program oversight and operational leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Saab, Inc. (US subsidiary of Saab AB) | Director | 2021 | US subsidiary board (not a US public company) |
| Black & Veatch (ESOP EPC company) | Director | 2018 | Employee-owned EPC company board (private) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board determined all directors other than the CEO are independent |
| Committees | Audit Committee member; MOCC member |
| Audit Committee designation | Board determined each Audit Committee member is an “audit committee financial expert” |
| Attendance | 100% Board and committee attendance in 2024 |
| Committee activity | Audit Committee met 4x in 2024; MOCC met 4x in 2024 |
| Executive sessions | All 2024 Board meetings included executive sessions without management |
| Election & term | Directors elected to one-year terms; majority voting with resignation policy |
| Board policies | Anti-hedging and pledging policies; stock ownership guidelines apply to directors |
Fixed Compensation
| Component | Amount/Terms | 2024 Kapoor Actual |
|---|---|---|
| Annual director retainer | $230,000 total ($90,000 cash; $140,000 in DSUs); increases to $240,000 total ($90,000 cash; $150,000 DSUs) from 2025 annual meeting | Fees earned or paid in cash: $10,625 |
| Committee member fees | Audit member: $10,000; MOCC member: $7,500; NGC member: $7,500; Executive Committee member: $2,000 (non-CEO) | Included in “Fees earned” above |
| Committee chair fees | Audit Chair: $25,000; MOCC Chair: $17,500; NGC Chair: $17,500 | N/A (not a chair) |
Performance Compensation
| Equity Element | Grant/Terms | 2024 Kapoor Detail |
|---|---|---|
| Deferred Stock Units (DSUs) | Annual grant at annual meeting; forfeitable if director leaves before next annual meeting (except death/disability/change in control); settle in shares upon leaving Board; dividend equivalents accrue | 1,759 DSUs on Apr 22, 2024; grant date fair value per DSU $130.73; additional 24 DSUs from dividend equivalents through 2024; Stock Awards (grant-date fair value) $233,638 |
| Delivery | Settled in shares (plus accumulated dividends) when director ceases Board service | As per plan |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current external boards | Saab, Inc. (US subsidiary of Saab AB) since 2021; Black & Veatch (ESOP) since 2018 |
| Overboarding compliance | Company policy: other directors ≤4 public boards; Audit members ≤2 other public audit committees; all nominees compliant |
| Independence review & interlocks | Board annually evaluates transactions with companies where directors serve; determined purchases/sales were de minimis (<0.01% of CR revenues), ordinary course, on standard terms; independence maintained |
| Charitable conflicts | No charitable contributions >$10,000 to entities where a director/family member serves in 2024 |
Expertise & Qualifications
- Retired public-company CFO; extensive finance and operating expertise across aerospace/defense; significant M&A and integration experience .
- Audit Committee financial expert by Board designation; aligns with Audit Committee responsibilities for reporting, controls, risk, cyber, and compliance oversight .
- Governance experience via MOCC membership (CEO/NEO compensation oversight, succession, incentives) .
Equity Ownership
| Holder | Shares Owned Directly/Beneficially | Options/DSUs/RSUs Vested or Vesting ≤60 Days | 401(k) Shares | Total Beneficially Owned | % of Class | Share Units Vesting >60 Days |
|---|---|---|---|---|---|---|
| Sanjay Kapoor | — | 3,153 | — | 3,153 | <1% | 1,766 |
Additional alignment policies:
- Director stock ownership guideline: ≥5x the cash portion of annual retainer (currently 5×$90,000); as of record date, all directors had attained required levels except Ms. Lynch (joined Aug 2024). Kapoor is in compliance.
- Trading policy prohibits hedging; directors subject to anti-hedging and pledging policies.
Governance Assessment
- Board effectiveness and independence: Kapoor is independent, serves on two core committees (Audit and MOCC), and is designated an audit committee financial expert—supportive of financial oversight quality. Attendance was 100% in 2024, indicating strong engagement.
- Incentive alignment: Director pay is primarily equity via DSUs that track shareholder value; he also complies with robust ownership guidelines (≥5× cash retainer), reinforcing alignment.
- Conflicts and interlocks: External roles (Saab, Inc.; Black & Veatch) are adjacent to Crane’s aerospace/industrial end markets; the Board reviewed all director-affiliated transactions and found them de minimis (<0.01% of revenues), ordinary course, and not impairing independence; no large charitable contributions requiring review were made in 2024.
- Risk indicators and policies: Anti-hedging and pledging policies, majority voting with resignation policy, executive sessions each meeting, and committee structures with 100% independence (Audit/MOCC/NGC) strengthen investor confidence.
RED FLAGS
- None evident in the proxy specific to Kapoor: no disclosed related-party transactions, no attendance issues, and independence affirmed. The Board’s de minimis related-party transaction finding and comprehensive independence review mitigate interlock concerns.