David Petratis
About David D. Petratis
Independent director of Crane NXT (CXT), age 67, serving since 2023. He sits on the Audit Committee and brings extensive global industrial leadership, including service as Chairman, President & CEO of Allegion plc (2013–2022). He currently serves as a director of Sylvamo Corporation (since 2021) and Chairman at MasterBrand, Inc. (since 2022), and is on the University of Northern Iowa Business Executive Advisory Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegion plc | Chairman, President & CEO | 2013–2022 | Led large-scale industrial operations; leadership experience in creation of spin companies including Allegion from Ingersoll-Rand; portfolio management via R&D, acquisitions, and divestitures |
External Roles
| Organization | Role | Start Year | Notes |
|---|---|---|---|
| MasterBrand, Inc. | Chairman | 2022 | Public company chair role |
| Sylvamo Corporation | Director | 2021 | Public company directorship |
| University of Northern Iowa | Business Executive Advisory Board | — | Advisory role |
Board Governance
- Committee assignments: Audit Committee member (current members: Dinkins—Chair, Grogan, Petratis, Joyce). Audit met 7 times in 2024; all members meet NYSE independence and SEC Rule 10A-3 requirements .
- Independence: Board determined all nominees other than the CEO are independent; the Nominating & Governance Committee reviewed director relationships and recommended independence (approved by the Board) .
- Attendance: Board met 6 times in 2024; each director attended at least 75% of the aggregate Board and committee meetings; all then-serving directors attended the 2024 annual meeting (except Max Mitchell) .
- Executive sessions: Non-management directors met in executive sessions at all regularly scheduled Board meetings in 2024, presided over by Chairman John S. Stroup .
- Director compensation policy: Annual retainer $235,000 (cash $90,000; DSUs $145,000). Committee and chair retainers: Audit Chair $25,000; Comp Chair $20,000; Nominating Chair $17,500; Audit member $10,000; Comp/Nominating members $7,500; Executive Committee member $2,000. No meeting fees paid in 2024. Directors may elect to take up to 100% of cash retainer in DSUs or fully vested shares; DSUs generally granted at the annual meeting and settle at board departure .
- Ownership guidelines: Directors must hold shares equal to at least 5x the cash portion of the annual retainer ($90,000), to be met within 5 years of first election; all directors were in compliance as of the Record Date .
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 45,357 | 234,879 | 280,236 |
Program structure: Annual retainer $235,000 (cash $90,000; DSUs $145,000) plus committee-related retainers; directors may elect more DSUs in lieu of cash .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Units | Grant-Date Fair Value per Unit | Vesting / Settlement |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | May 23, 2024 | 3,853 | $60.96 | DSUs forfeitable if director ceases service before next annual meeting (except death, disability, change-in-control); settle in shares plus accumulated dividends upon board departure |
No performance-based metrics apply to non-employee director equity grants; awards are time-based DSUs .
Other Directorships & Interlocks
| Company | Relationship to CXT | Noted Related Party Transactions |
|---|---|---|
| MasterBrand, Inc. (Chairman) | No CXT transactions disclosed | None disclosed in CXT’s 2025 proxy |
| Sylvamo Corporation (Director) | No CXT transactions disclosed | None disclosed in CXT’s 2025 proxy |
The proxy disclosed certain payments with Crane Company and Google tied to other directors, which the Board deemed immaterial to independence; no such transactions were attributed to Mr. Petratis .
Expertise & Qualifications
- Extensive global industrial management; CEO of two publicly traded companies; experience creating spin companies (Allegion from Ingersoll-Rand, Quanex Building Products, MGE UPS Systems) .
- Portfolio management driving growth via R&D, M&A and divestitures .
Equity Ownership
| Holder | Shares Owned Directly/Beneficially | Options/DSUs/RSUs Vested or Vesting ≤60 Days | Total Beneficial Shares | % of Class | Unvested DSUs |
|---|---|---|---|---|---|
| David D. Petratis | — | 5,724 | 5,724 | <1% | 3,884 |
- Stock ownership guidelines: 5x cash retainer ($90,000); directors compliant as of Record Date .
- Hedging prohibition: Board members are prohibited from hedging Company stock (e.g., zero-cost collars, forward sales) .
Governance Assessment
- Independence and committee fit: Independent director with Audit Committee service, meeting NYSE and SEC independence standards; no related-party transactions disclosed for Petratis—supports investor confidence .
- Engagement: Board held 6 meetings and Audit 7 in 2024; directors met attendance thresholds and held regular executive sessions—positive for board effectiveness .
- Alignment: Director pay structure balances cash and DSUs, with ability to increase equity exposure; ownership guidelines at 5x cash retainer and full compliance enhance alignment .
- External commitments: Serves as Chairman at MasterBrand and director at Sylvamo; while time demands exist, the proxy does not disclose conflicts or transactions involving Petratis and CXT—monitor for overboarding risk as context evolves .
- Controls and policies: Prohibition on hedging, annual independence review, and use of independent compensation consultant (FW Cook) for director pay benchmarking reduce governance risk .
RED FLAGS: None disclosed for Petratis in the 2025 proxy—no related-party transactions, no hedging, independence affirmed, and attendance thresholds met .