Susan Lynch

About Susan D. Lynch

Susan D. Lynch, age 63, is an independent director of Crane Company, appointed on August 5, 2024, and serves on the Audit Committee; her background includes more than 35 years of financial leadership as CFO at V2X (2019–2023), Sungard Availability Services (2016–2019), and Hitachi Vantara (2007–2015), with prior senior roles at Raytheon Technical Services and Honeywell, and expertise spanning IT, M&A and integrations, capital markets, and enterprise risk management . The Board has determined all directors other than the CEO are independent under NYSE rules, and Audit Committee members (including Lynch) meet SEC Rule 10A‑3 independence and are designated “audit committee financial experts” .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Audit Chair is Martin R. Benante; other members include Sanjay Kapoor, Ronald C. Lindsay, Ellen McClain; Audit met 4 times in 2024 and all members are independent and “financial experts” .
• Board meeting cadence and attendance: The Board met seven times in 2024 (including one special meeting); each director attended 100% of Board and committee meetings during their service period; all directors attended the 2024 annual meeting .
• Independence: The Board determined all directors except the CEO are independent; independence reviews included purchases/sales with companies on which directors serve, all de minimis at <0.01% of Crane revenues, and concluded no relationships affecting independence .
• Executive sessions: All 2024 Board meetings included executive sessions of non‑management directors, presided over by Lead Independent Director James L. L. Tullis .
• Majority voting/resignation policy: Directors running without opposition must receive a majority of votes cast; any director failing to do so tenders a resignation for Board consideration .

Fixed Compensation

• Program structure (non‑employee directors): Annual retainer $230,000 in 2024 ($90,000 cash + $140,000 DSUs of equivalent value); increasing to $240,000 in 2025 ($90,000 cash + $150,000 DSUs). Committee fees: Audit Chair $25,000; MOCC Chair $17,500; NGC Chair $17,500; Audit member $10,000; MOCC/NGC member $7,500; Executive Committee member (other than CEO) $2,000; meeting fees only if meetings exceed thresholds; directors may elect to take cash in DSUs or fully vested shares .
• Appointment terms: Lynch receives pro‑rata cash retainer and DSUs for FY2024 consistent with the program .

Performance Compensation

• Instrument and vesting: Directors receive Deferred Stock Units (DSUs) generally at the annual meeting date, pro‑rated as needed; DSUs are forfeitable if the director ceases service before the next annual meeting, except in cases of death, disability, or change‑in‑control; DSUs convert to shares plus accumulated dividends upon cessation from the Board .
• Lynch’s 2024 DSUs: 711 DSUs granted on August 5, 2024 in connection with her appointment; 2 additional DSUs credited via quarterly dividends during 2024; Stock Awards grant date fair value in 2024 totaled $100,017 for Lynch .

Other Directorships & Interlocks

The Board annually reviews direct/indirect relationships, affiliated entity transactions, questionnaires, and certifications; it found no transactions likely to affect any director’s independence in 2024 .

Expertise & Qualifications

• Former public‑company CFO; more than 35 years of financial and leadership experience across technology, aerospace/defense, and industrial manufacturing; expertise in information technology, domestic/international M&A and integration, capital markets, and enterprise risk management .
• Recognitions: 2023 Northern Virginia CFO of the Year and Annual Corporate Growth Award .
• Audit Committee “financial expert” designation via Board determination for all members .

Equity Ownership

• Director stock ownership guidelines: Directors must hold shares with fair market value ≥ 5x the cash portion of the annual retainer (currently $90,000); attainment required within five years of first election. As of the record date, all directors had attained required levels except Lynch, who joined the Board in August 2024 .
• Hedging/Pledging policy: Prohibits any director or insider from hedging or pledging company stock; none of the directors/executives engaged in such transactions during 2024 .

Governance Assessment

• Strengths:

  • Independence and expertise: Lynch is independent and serves on an all‑independent Audit Committee where all members are designated “financial experts”—a strong signal for robust financial oversight .
  • Attendance and engagement: 100% attendance at Board and committee meetings in 2024, with seven Board meetings and regular executive sessions indicating active governance .
  • Compensation structure: Director pay balanced between cash and equity (DSUs), with modest 2025 retainer increases aligned to peer median via FW Cook review—suggests disciplined governance of director compensation .
  • Shareholder alignment signals: High say‑on‑pay support (97% in 2024) reflects investor confidence in compensation governance broadly (though focused on executives) .

• Potential risks / monitoring points:

  • Ownership guideline progress: Lynch is early in tenure and has not yet met director ownership guidelines (allowed up to 5 years)—monitor accumulation pace for alignment .
  • Interlocks: Lynch’s semiconductor board roles were reviewed; all transactions with director‑affiliated companies were de minimis and ordinary course, but continued monitoring is prudent for evolving supply/customer relationships .

• Policies mitigating conflicts:

  • Annual conflict certification process (CP‑103/CP‑103D), related‑party transaction reviews by General Counsel and Board committees, and prohibition of hedging/pledging—all reduce conflict risk and promote alignment .

• RED FLAGS:

  • None identified in disclosures; no related‑party transactions affecting independence, no hedging/pledging, no attendance issues, and director equity is retainer‑linked rather than discretionary performance pay .