John Stroup
About John Stroup
Independent, non-employee Chairman of the Board at Crane NXT (CXT). Age 58; director since 2020; chairs the Executive Committee and serves on the Management Organization & Compensation Committee. Former President/CEO/Chairman of Belden Inc.; currently Partner at Clayton, Dubilier & Rice (CD&R) with extensive industrial and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Belden Inc. | President, CEO, Director; Chairman; Executive Chairman | 2005–2020 (CEO/Dir), 2016–2020 (Chair), 2020–May 2021 (Exec Chair) | Led global leader in signal transmission; >15 years CEO tenure |
| Clayton, Dubilier & Rice | Operating Advisor; Partner | 2021–present (Advisor), Partner since 2024 | Industrial value creation; private equity governance expertise |
| Crane NXT (CXT) | Chairman of the Board | 2024–present | Presides Board meetings/executive sessions; agenda setting; CEO liaison |
| Tenneco Inc. | Director | 2020–2022 | Automotive industry oversight |
| Zurn Elkay Water Solutions | Director | 2008–May 2023 | Industrial/flow solutions governance |
| Barry-Wehmiller | Director | Since 2008 | Long-tenured board service |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Resideo Technologies, Inc. | Director | June 2024 | Connected home/security products |
| Indicor | Director | Since 2022 | Industrial components/services |
| SunSource | Director | Since 2024 | Industrial distribution |
| Clayton, Dubilier & Rice | Partner | 2024 | Private equity sponsor; Operating Advisor since 2021 |
Board Governance
- Independence: Board determined all nominees except the CEO are independent; Stroup is independent. Independence assessment also reviewed payments between Crane NXT and Crane Company while some directors (including Stroup until July 2024) served on Crane Company’s board; deemed immaterial and arms-length .
- Committee assignments: Executive Committee Chair; Management Organization & Compensation Committee member. Exec Committee met 0 times in 2024; Compensation Committee met 5 times .
- Leadership: Separate Chair/CEO roles; Chair duties include leading the Board, strategy oversight, agendas, and annual Board performance evaluation .
- Attendance & engagement: Board met 6 times in 2024; each director attended ≥75% of Board/committee meetings; all regular meetings included executive sessions presided by Stroup. Directors attend annual meeting; Chair presides .
- Governance practices: Majority voting with resignation policy; director stock ownership guidelines; anti-hedging/pledging; over-boarding policy; ESG oversight; robust conflict policies .
Fixed Compensation
Program terms (non-employee directors):
- Annual retainer $235,000 ($90,000 cash + $145,000 DSUs; directors may elect to take more in DSUs or shares) .
- Incremental retainer $130,000 for non-employee Chairman (cash or DSUs/shares at election) .
- Committee chair/member retainers: Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $17,500; Audit member $10,000; Comp/Nominating members $7,500; Executive Committee member (non-CEO) $2,000 .
- No meeting fees unless unusually high meeting volume; none paid in 2024 .
Stroup’s reported director pay:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $201,070 | $206,918 |
| Stock Awards ($) | $139,989 | $274,869 |
| Total ($) | $341,059 | $481,787 |
| Annual DSU grant (shares; grant date) | 2,843 DSUs (Apr 20, 2023) | 4,509 DSUs (May 23, 2024) |
| DSU grant-date fair value per DSU | $49.24 | $60.96 |
| Unvested DSUs outstanding at 12/31/2024 (units) | — | 4,546 |
Performance Compensation
- Not applicable: directors receive cash retainers and time-based DSUs; no performance-based director pay or bonus metrics are disclosed .
Other Directorships & Interlocks
| Entity | Nature | Interaction/Interlock | Notes |
|---|---|---|---|
| Crane Company | Spin-off peer; Stroup served as director until July 2024 | 2024 payments: CXT paid ~$5.2M to Crane Co. and received ~$1.5M under spin agreements (≈0.5% of CXT 2024 revenue); independence maintained given arms-length terms and lack of influence | |
| Google LLC | Board member Sandra Joyce (CXT) employed at Google | CXT paid Google ~$300,000 in 2024 for cybersecurity/marketing tools; independence maintained; no influence by director |
Expertise & Qualifications
- 35+ years in industrial manufacturing and strategy; >15 years as a public company CEO; seasoned board leader across industrials and technology/security end markets .
- Skills aligned with CXT’s needs: M&A, diversified industrial operations/manufacturing, corporate governance, capital deployment .
Equity Ownership
| Ownership Item | Amount | Details |
|---|---|---|
| Beneficially owned shares (incl. DSUs/RSUs vesting ≤60 days) | 11,343 shares; <1% of class | “Shares Owned Directly or Beneficially”: none directly; 11,343 through vested/near-vest units |
| Unvested director DSUs outstanding (12/31/2024) | 4,546 units | DSUs convert into shares upon cessation of board service; forfeitable before next annual meeting except death/disability/change in control |
| Director ownership guideline | ≥5x cash retainer ($90k → $450k of stock) | All directors in compliance at Record Date |
| Hedging/Pledging | Prohibited for directors/executives | Insider trading policy maintained |
Fixed vs. At-Risk Pay Mix Analysis (Signals)
- Mix shifted toward equity in 2024 as DSU grant size/fair value increased; still no performance-contingent equity for directors (time-based DSUs only). Chair incremental retainer adds cash stability; overall alignment via ownership guidelines and DSU structure .
Related-Party & Conflict Review
- Spin-related transactions with Crane Company were small (≈0.5% of revenue) and on standard terms; Stroup’s prior Crane Company board role ended July 2024; Board/Nominating Committee concluded no impairment to independence .
- Robust conflict-of-interest policies and annual certifications for directors/officers .
Risk Indicators & Shareholder Signals
- Say-on-Pay approval: >96% support in 2024—indicates strong investor alignment with compensation governance .
- No Section 16 filing deficiencies for 2024; hedging/pledging banned; no option repricing; no tax gross-ups; double-trigger change-in-control for executives (shareholder-friendly) .
Governance Assessment
- Positives: Separate Chair/CEO with an experienced independent Chair (Stroup) who presides executive sessions, strong committee independence, majority voting/resignation policy, stringent ownership and anti-hedging/pledging policies, and high Say-on-Pay support—supports investor confidence .
- Watch items: Multiple outside directorships and CD&R partnership warrant monitoring for potential future interlocks; prior Crane Company overlap was assessed and deemed immaterial. Executive Committee met 0 times in 2024—ensure standing committee structure remains efficient and not merely nominal .
- Alignment: Director pay is predominantly fixed + DSUs with ownership guidelines; DSUs tie value to stock performance over tenure; no red flags in related-party dealings or trading practices .