Ellen McClain
About Ellen McClain
Ellen McClain, age 60, is an independent director of Crane NXT (CXT), serving on the Board since 2013; she currently chairs the Management Organization and Compensation Committee and is a member of the Nominating and Governance Committee . She is Chief Executive Officer of Year Up United (a not‑for‑profit job training provider) since December 2023, after serving as President (since 2022), COO (2021–2022), and CFO (2015–2021), bringing deep financial, operational, and organizational expertise to CXT’s board . The Board has affirmatively determined she is independent under NYSE standards despite her concurrent directorship at Crane Company, with payments between CXT and Crane Company reviewed and deemed not material to independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Year Up United | Chief Executive Officer | Dec 2023–present | Leads mission‐driven, scaled workforce development; organizational direction and development |
| Year Up United | President | 2022–present | Senior executive oversight; intellectual capital development |
| Year Up United | Chief Operating Officer | 2021–2022 | Operational leadership; organizational execution |
| Year Up United | Chief Financial Officer | 2015–2021 | Financial leadership; strategic planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crane Company | Director | Apr 2023–present | Interlock with CXT reviewed; Board concluded independence maintained |
| Horseracing Integrity and Safety Authority | Director | 2021–Aug 2023 | Non‑profit governance experience |
Board Governance
- Committee assignments: Chair, Management Organization and Compensation Committee; Member, Nominating and Governance Committee .
- Independence: Board determined all directors other than the CEO are independent; McClain’s Crane Company interlock was reviewed with specific 2024 payments and deemed not material to her independence .
- Attendance: Board met six times in 2024; each director attended at least 75% of Board and assigned committee meetings; all then‑serving directors attended the 2024 annual meeting (except Max Mitchell, who ceased service at that meeting) .
- Executive sessions: Non‑management directors meet regularly (no fewer than two times per year); all regularly scheduled 2024 Board meetings included executive sessions, presided over by the non‑employee Chairman .
- Committee cadence: Audit met 7x; Compensation met 5x; Nominating & Governance met 4x in 2024 .
- Policies: Stringent conflicts‑of‑interest procedures and annual certifications; hedging and pledging of Company stock prohibited for directors and insiders .
- Director ownership guideline: 5x cash portion of annual retainer ($90,000), i.e., $450,000; all directors were in compliance as of the record date .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $99,500 | Includes Board/committee retainers as paid in cash |
| Stock Awards (2024) | $162,946 | 2,673 DSUs at $60.96 grant date fair value per DSU on May 23, 2024 |
| Total (2024) | $262,446 | Sum of cash and DSUs |
| CXT Director Fee Schedule | Amount | Notes |
|---|---|---|
| Annual director retainer | $235,000 | $90,000 cash + $145,000 DSUs (directors may elect up to 100% of cash in DSUs or fully vested shares) |
| Chairman incremental retainer | $130,000 | Cash (may elect DSUs/stock) |
| Committee chair fees | Audit $25,000; Compensation $20,000; Nominating & Governance $17,500 | Cash |
| Committee member fees (non‑chair) | Audit $10,000; Compensation $7,500; Nominating & Governance $7,500; Executive $2,000 | Cash |
| Meeting fees | $0 in 2024 | Only paid if meetings exceed threshold |
| Annual cap | $750,000 per director; $1,000,000 for Chair of Board | Board may approve exceptions in extraordinary circumstances; recipient recused |
| Consultant review | FW Cook engaged; recommended no changes for 2025 | Peer group updates noted |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Vesting/Conditions | Fair Value |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) | May 23, 2024 | 2,673 | Service‑based; forfeitable if director ceases service before next annual meeting (except death, disability, change in control); settle in shares with accumulated dividends upon departure from Board | $60.96 per DSU; $162,946 total |
No performance metrics (e.g., revenue, EPS, TSR) are tied to director equity compensation; DSUs are service‑based grants aligned to continued board service .
Other Directorships & Interlocks
| Counterparty | Nature | Amount Paid by CXT | Amount Received by CXT | Period | Board’s Independence Assessment |
|---|---|---|---|---|---|
| Crane Company | Separation/Tax‑related payments and reimbursements under spin-off agreements | ~$5.2 million | ~$1.5 million | 2024 | Not material to independence; directors (including McClain) did not influence transactions; terms standard for spin‑offs |
Expertise & Qualifications
- Financial, operational and organizational expertise from CFO, COO, and President roles in public/private enterprises, now CEO of Year Up United .
- Broad senior executive experience with responsibility for organizational direction, development, and intellectual capital .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 25,514 shares | Includes vested/within‑60‑days DSUs/RSUs/options; direct owned shares not listed; <1% of class |
| Unvested DSUs outstanding (12/31/2024) | 2,695 units | From director stock awards footnote |
| Ownership guideline | ≥ $450,000 (5x $90,000 cash retainer) | Vested and unvested DSUs count toward guideline |
| Compliance | In compliance as of record date | Board confirmed all directors compliant |
| Hedging/Pledging | Prohibited for directors and insiders | Policy enforced; none engaged in 2024 |
Governance Assessment
-
Strengths:
- Independent director with confirmed independence despite Crane Company interlock; robust conflicts‑of‑interest review process .
- Chairs the Compensation Committee overseeing CEO/NEO pay, succession planning, clawback policy, and risk alignment; committee met 5 times in 2024 .
- Strong engagement: Board and committee attendance ≥75% and regular executive sessions without management .
- Director pay structure favors equity via DSUs; ownership guideline compliance supports alignment; hedging/pledging prohibited .
- Shareholder support: 2024 Say‑on‑Pay passed with >96% approval, indicating broad confidence in pay practices overseen by her committee .
-
Monitor/Potential red flags:
- Interlock with Crane Company alongside material but modest spin‑related flows ($5.2M paid; $1.5M received; ~0.5% of revenue) warrants continued monitoring for related‑party exposure, though the Board concluded no impairment to independence and standard terms .
- Director DSU elections can shift cash/equity mix year‑to‑year; ensure continued adherence to caps and guideline compliance .
Overall, McClain’s financial and operating background, committee leadership, and ownership alignment are positives for board effectiveness; the Crane Company interlock has been reviewed with appropriate governance controls, mitigating conflict risk .