Tamara Polmanteer

About Tamara Polmanteer

Tamara S. Polmanteer is Executive Vice President and Chief Human Resources Officer at Crane Company, serving as CHRO since March 2021 and as EVP CHRO since February 2023; she is 59 years old and has been a Crane executive officer since 2021 . She previously served as CHRO of Aleris (2016–2020) and SVP/CHRO of Daymon Worldwide (2011–2016) . As EVP CHRO, she leads the internal compensation risk assessment presented annually to the Compensation Committee . During her tenure, Crane delivered Q3 2025 EPS from continuing operations of $1.56 (up 25% YoY), net sales of $589.2M (up 7.5% YoY), adjusted operating margin +200 bps YoY, and raised full-year adjusted EPS guidance to $5.75–$5.95 .

Past Roles

External Roles

Fixed Compensation

Multi-year summary compensation (SEC SCT-reported):

2024 annual bonus details:

Perquisites and other 2024 items:

Performance Compensation

Annual Incentive Plan (AIP) structure and outcome (2024):

Long-Term Incentives (LTI) – 2024 grants (Crane Company equity):

PRSU performance grid (applies to outstanding PRSUs):

Vesting mechanics on separation and CIC (stock awards/options):

• Retirement (age 65, or 62 with ≥10 years service): continued vesting per schedule; PRSUs settle after performance determination .
• Death/Disability: immediate vesting (PRSUs vest after performance determination) .
• Change in control: no acceleration; acceleration occurs only upon termination without cause or for Good Reason within two years post-CIC (double-trigger) .

Equity Ownership & Alignment

Beneficial ownership (as of Jan 31, 2025):

Stock ownership guidelines and policies:

• Executive ownership guidelines: CEO 6x salary; CFO 5x; CEO direct reports 4x; other executive officers 3x salary .
• Compliance: as of March 3, 2025, all NEOs either met guidelines or were complying with the retention ratio; executives must retain at least 50% of net shares from vesting/exercise until guidelines are met .
• Anti-hedging and anti-pledging: directors and executive officers are prohibited from hedging or pledging company stock; none engaged in such transactions in 2024 .

Outstanding equity and vesting schedules (Crane Company unless noted):

Options outstanding (as of Dec 31, 2024):

Time-based RSU vesting schedule (share counts by date):

Accelerated value illustrations at 12/31/24 (for context):

• Unvested options “as-if” value (if exercisable): $527,253 (assumes CR $151.75; NXT $58.22) .
• Unvested RSUs/PRSUs “as-if” value at retirement/death/disability: $3,625,999; termination after change in control: $3,261,192 (valuation assumptions per proxy) .

Employment Terms

Severance (non-CIC): prevailing executive practice equals one year base salary with continuation of benefits; estimated for Polmanteer (as of 12/31/24): $483,384 (incl. estimated welfare benefits) .

Change-in-control (CIC) agreement:

• Term: rolling three-year term auto-extended annually .
• Benefits upon qualifying termination within 3 years post-CIC (without Cause/for Good Reason): lump-sum of 3x (salary + the greater of last year’s bonus or 3-year average), pro-rated bonus, and continuation of benefits; no tax gross-up with “best-net” cutback to avoid 280G excise tax .
• Estimated CIC cash payment: $3,528,517; estimated benefits continuation: $25,152 (as of 12/31/24) .

Award treatment on separation/CIC:

• Options: continue vesting if “retirement”; immediate vesting at death/disability; double-trigger vesting post-CIC .
• RSUs/PRSUs: continued vesting at retirement (PRSUs settle on performance); immediate vesting at death/disability (PRSUs settle on performance); double-trigger vesting post-CIC; PRSU shares earned based on results through CIC date (or target if CIC in first half of performance period) .

Clawback: Dodd-Frank compliant no-fault clawback policy adopted Oct 2, 2023; recoupment of erroneously awarded incentive compensation tied to financial reporting measures for the 3 completed fiscal years preceding a required restatement .

Deferred compensation (Benefit Equalization Plan – defined contribution component):

• 2024 employer contribution: $21,324; aggregate balance: $61,246; 60% vested as of Dec 31, 2024; 100% vesting on March 8, 2026; fully vested on death or disability .

Insider trading and selling pressure considerations:

• Trading policy requires pre-clearance and restricts trading when in possession of MNPI .
• Anti-hedging and anti-pledging policy reduces risk misalignment; none of the executive officers engaged in prohibited transactions in 2024 .
• Retention ratio requires holding at least 50% of net shares from option exercise/RSU vesting until guidelines are met, mitigating near-term sell pressure from vestings .

Performance & Track Record

Company operating context in 2025:

• Q3 2025 EPS from continuing operations: $1.56 (up 25% YoY); adjusted EPS $1.64 (up 27% YoY); net sales $589.2M (up 7.5% YoY); adjusted operating margin +200 bps YoY .
• Core backlog up 16.4% YoY; guidance raised to full-year adjusted EPS range $5.75–$5.95 .
• Segment performance: Aerospace & Electronics net sales $270.2M; Process Flow Technologies $319.0M; consolidated net income from continuing operations YTD of $250.0M through 9M 2025 .

Say-on-Pay:

• 2024 say-on-pay support exceeded 97%, and no changes to the program were deemed necessary in response .

Compensation Structure Analysis

• Mix shift and risk profile: For non-CEO NEOs, 2024 LTI grant mix was 50% PRSUs (3-year relative TSR), 25% options, 25% TRSUs, maintaining a balance of relative TSR (PRSUs) and absolute price appreciation (options) with retention (TRSUs) .
• AIP metrics: Corporate NEOs’ 2024 AIP driven by Adjusted EPS and Free Cash Flow; payout at 117.8% indicates above-target performance .
• Governance: No excise tax gross-ups upon CIC; robust clawback; anti-hedging/pledging; stock ownership guidelines and retention ratio in place .

Investment Implications

• Alignment: Significant portion of compensation is at-risk via PRSUs (relative TSR) and options, directly linking pay to shareholder returns; anti-hedging/pledging and ownership guidelines further align interests .
• Retention risk: Double-trigger CIC protections and standard severance reduce abrupt departure risk; continued vesting at retirement strengthens retention for long-tenured executives .
• Trading signals: Scheduled RSU vestings in 2025–2028 may create periodic liquidity events; however, the 50% net-share retention policy dampens potential selling pressure unless ownership guidelines are materially exceeded .
• Governance support: Strong say-on-pay (>97%) and robust clawback increase confidence in compensation oversight and minimize headline risk .

Note: All figures and terms are as disclosed in Crane Company’s 2025 Proxy Statement and 2024 Form 10-K.