James Tullis
About James L. L. Tullis
Independent director of Crane NXT (CXT), age 76, serving since 1998; currently Chair of the Nominating & Governance Committee and member of the Management Organization & Compensation Committee. He is Chairman of Tullis Health Investors, LLC (venture capital in healthcare) since 1988 and brings extensive experience in governance, strategy, and compensation oversight; he also serves on the board of Crane Company (Lead Independent Director since April 2024; previously Chairman April 2023–April 2024). The Board reviewed his age-based retirement offer under its policy and rejected it, determining continued effectiveness and independence.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tullis Health Investors, LLC | Chairman | Since 1988 | CEO-level governance; strategy and compensation oversight across portfolio companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crane Company | Director; Chairman; Lead Independent Director | Director since Apr 2023; Chairman Apr 2023–Apr 2024; Lead Independent Director since Apr 2024 | Spin-related interlock; independence reviewed by CXT Board |
| Lord Abbett & Co. Mutual Funds | Director; Chairman | Director 2006–Dec 2024; Chairman 2017–Dec 2023 | Large fund governance; capital markets experience |
| Alphatec Holdings, Inc. | Director | 2018–June 2024 | Medtech board exposure |
| Exagen Inc. | Director | 2015–June 2023 | Diagnostics board exposure |
| electroCore, Inc. | Director | 2018–2020 | Neuromodulation exposure |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Management Organization & Compensation. Audit Committee is 100% independent; Compensation Committee met five times in 2024; Nominating & Governance met four times in 2024.
- Independence: Board determined all directors except the CEO are independent; for Tullis (also Crane Company director), the Board reviewed spin-related payments and confirmed independence.
- Attendance: The Board met six times in 2024; each director attended at least 75% of Board and relevant committee meetings; executive sessions were held at all regularly scheduled meetings.
- Retirement policy: Directors at or above age 75 must offer to resign; Tullis offered to resign and the Board rejected after review.
- Conflicts policy: Formal conflicts policies for directors; annual certifications and transaction review processes in place.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (cash portion) | $90,000 | Directors may elect to receive up to 100% in DSUs or shares |
| Annual director retainer (DSUs portion) | $145,000 | DSUs granted annually, typically at the annual meeting |
| Nominating & Governance Chair fee | $17,500 | Paid in cash |
| Compensation Committee membership fee | $7,500 | Paid in cash |
| 2024 Fees Earned (Cash) – Tullis | $115,000 | Matches $90k cash retainer + $17.5k chair + $7.5k committee |
| 2024 Stock Awards (DSUs) – Tullis | $144,902 | Grant-date fair value |
| 2024 Total Director Compensation – Tullis | $259,902 | Cash + DSUs total |
| Meeting fees | $0 | None paid in 2024 |
Performance Compensation
| Equity Award Type | Grant date | Shares Granted | Grant-date FV per Unit | Vesting/Conditions |
|---|---|---|---|---|
| Deferred Stock Units (DSUs) – Tullis | May 23, 2024 | 2,377 | $60.96 | Forfeitable if director ceases service before next annual meeting, except death, disability, or change in control; settles in shares at end of service |
Directors do not receive performance-based (PSU) awards; DSUs are service-based and intended to align director incentives with long-term shareholder value.
Other Directorships & Interlocks
| Relationship | Description | 2024 Transactions | Independence Outcome |
|---|---|---|---|
| Crane Company interlock | Tullis and McClain serve on Crane Company’s board; spin-related agreements govern intercompany obligations | CXT paid ~$5.2M and received ~$1.5M from Crane Company (≈0.5% of CXT 2024 gross revenue) | Board concluded these arms-length payments do not impair independence; directors do not influence the transactions |
| Google tools/services | Joyce employed by Google; CXT paid ~ $300,000 for cybersecurity/marketing tools | ~$300,000 | Determined arms-length; independence intact |
Expertise & Qualifications
- Executive leadership in venture capital and healthcare investing; extensive governance/compensation/audit committee experience across public and private boards.
- Skills aligned with CXT’s needs: management, strategy, and governance; track record chairing nominating/governance and compensation committees.
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned directly or beneficially | 5,782 |
| Stock options/DSUs/RSUs vested or vesting within 60 days | 33,850 |
| Total beneficial ownership | 39,632 |
| Ownership as % of shares outstanding | Less than 1% |
| Unvested DSUs outstanding (as of Dec 31, 2024) | 2,396 |
| Director ownership guideline | 5x cash portion of annual retainer (must achieve by 5th anniversary) |
| Compliance status | All directors were in compliance as of the record date |
| Hedging/pledging | Prohibited; none of directors/officers engaged in hedging or pledging in 2024 |
Governance Assessment
-
Positive signals:
- Independent status affirmed with specific review of interlocks and related-party payments; transactions modest relative to revenue and on standard spin terms.
- Strong committee roles (Chair, Nominating & Governance; member, Compensation) with fully independent committees and regular executive sessions.
- Ownership alignment through DSUs and compliance with stock ownership guidelines; anti-hedging/pledging policies strengthen alignment.
- Attendance at least 75% for Board/committees; presence at annual meeting consistent with policy.
-
Watch items / potential red flags:
- Board refreshment: age ≥75 triggered retirement policy; Board rejected resignation—monitor ongoing refreshment and succession planning to ensure continued effectiveness.
- Interlock with Crane Company and ongoing spin-related payments—continue monitoring for any expansion beyond standard agreements; currently assessed as not impairing independence.
-
Director compensation mix: Cash ($115,000) vs DSUs ($144,902) in 2024 supports alignment; DSUs are forfeitable until the next annual meeting, reinforcing service commitment.
Overall, Tullis brings deep governance experience and continuity through the spin, with independence safeguards and ownership alignment in place; refreshment and interlocks merit ongoing monitoring to protect investor confidence.