Michael Dinkins
About Michael Dinkins
Independent director (since 2019) and Audit Committee Chair at Crane NXT (CXT); age 71 as of the 2025 record date. He is President & CEO of Dinkins Financial, and previously served as EVP & CFO of Integer Holdings until March 2017; he graduated with honors from GE’s Financial Management Program and was an instructor for five years. Current public directorships include The Shyft Group (since 2020) and Community Health Systems (since 2017); he also serves on the board of the National Council on Compensation Insurance (since 2022). Committees at CXT: Audit (Chair), Nominating & Governance, and Executive; the Board determined he is independent and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integer Holdings Corporation | EVP & CFO | Until March 2017 | Public-company CFO with international operations; experience with complex leveraged refinancing and equity/equity financing transactions; expertise in global integration of acquired companies |
| General Electric | Graduate with honors, Financial Management Program; Instructor | 5 years (instructor) | Financial, IT, and internal audit roles foundation; instruction experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Shyft Group, Inc. | Director | Since 2020 | Not disclosed |
| Community Health Systems, Inc. | Director | Since 2017 | Not disclosed |
| National Council on Compensation Insurance (NCCI) | Director | Since 2022 | Not disclosed |
Board Governance
- Committee assignments and leadership
- Audit Committee Chair; also serves on Nominating & Governance and Executive Committees .
- The Board has determined Mr. Dinkins is independent; he is designated an “audit committee financial expert” by the Board .
- Committee activity and attendance
- Audit Committee met 7 times in 2024; the Audit Committee Report (Feb 19, 2025) is signed by Chair Michael Dinkins (with members Grogan, Joyce, Petratis) .
- Board met 6 times in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting (except Mr. Mitchell, who ceased service that day) .
- Executive sessions of non-management directors were held at all regularly scheduled Board meetings in 2024 .
- Independence framework and conflicts process
- NYSE-aligned independence standards and annual determinations; conflicts/related-party transactions overseen via written policies and annual certifications/questionnaires .
- 2024 independence review specifically considered transactions related to other directors (Crane Company payments; Google services) and affirmed independence for all directors other than the CEO; no related-party issues were identified for Mr. Dinkins .
Fixed Compensation
| Component (2024) | Amount/Terms |
|---|---|
| Annual cash retainer | $90,000 (directors may elect DSUs/stock in lieu) |
| Audit Committee Chair retainer | $25,000 cash |
| Nominating & Governance member retainer | $7,500 cash |
| Executive Committee member retainer | $2,000 cash |
| Fees earned or paid in cash (actual) | $124,500 (sum aligns with retainers above) |
| Annual equity grant (DSUs) | 2,377 DSUs on May 23, 2024; grant-date fair value $144,902 ($60.96 per DSU) |
| Total 2024 director compensation | $269,402 |
| Director ownership guideline | 5x cash retainer (5 × $90,000 = $450,000); all directors in compliance as of record date |
Notes:
- DSUs are issued annually (generally at the annual meeting), are forfeitable if a director departs before the next annual meeting (except for death, disability, or change in control), and settle in shares upon Board departure; directors may elect to receive up to 100% of cash retainer in DSUs or stock .
Performance Compensation
- Directors do not have performance-based pay. Annual Board equity is delivered as DSUs with service-based conditions; there are no performance metrics for director equity awards .
Other Directorships & Interlocks
| Company | Relationship to CXT | Potential Interlock/Conflict Review |
|---|---|---|
| The Shyft Group, Inc. (Director since 2020) | Unrelated industrial; not disclosed as CXT customer/supplier | No interlock/related-party transaction disclosed in CXT proxy |
| Community Health Systems, Inc. (Director since 2017) | Healthcare provider; unrelated to CXT’s core markets | No interlock/related-party transaction disclosed in CXT proxy |
| NCCI (Director since 2022) | Insurance data/ratings entity; unrelated to CXT | No interlock/related-party transaction disclosed in CXT proxy |
The Nominating & Governance Committee’s 2024 independence review highlighted certain other director affiliations (Crane Company; Google) and affirmed independence; Mr. Dinkins was not associated with the disclosed transactions .
Expertise & Qualifications
- Audit committee financial expert; deep public company CFO/CEO experience and broad finance acumen, including leveraged refinancing, IPO/secondary financings, and global M&A integration .
- Background spans finance, IT, internal audit; GE Financial Management Program (honors) and instructor experience .
Equity Ownership
| Ownership Detail (as of dates indicated) | Amount |
|---|---|
| Total beneficially owned shares (3/28/2025) | 12,766 (comprised of vested/near-vest DSUs/units; no directly owned common shares reported) |
| Percent of class | <1% |
| Unvested DSUs outstanding (12/31/2024) | 2,396 DSUs |
| Hedging/Pledging | Prohibited; no director/officer hedging or pledging in 2024 |
| Director ownership guideline compliance | Directors must hold ≥5× cash retainer within 5 years; all directors in compliance as of record date |
Governance Assessment
-
Positives
- Independent Audit Committee Chair with “financial expert” designation; active committee cadence (7 meetings in 2024) and signed Audit Committee Report, indicating engagement in auditor oversight, controls, and risk discussions .
- Strong alignment policies: mandatory stock ownership (5× cash retainer), anti-hedging/anti-pledging, and majority-independent key committees .
- Clean conflicts profile: no related-party transactions disclosed involving Mr. Dinkins; Board maintains robust conflicts review and annual independence determinations .
- Board engagement: directors met attendance thresholds; regular executive sessions held without management .
-
Watch items
- Multi-board workload should be monitored (Shyft, CHS, NCCI in addition to CXT), although CXT discloses a strict over-boarding policy and affirmed independence; no specific attendance shortfalls disclosed .
- Context: 2024 say-on-pay received over 96% support, suggesting favorable shareholder sentiment toward compensation governance overall, which can bolster investor confidence in the Board’s oversight .
-
Related-party environment oversight
- 2024 transactions with Crane Company (payments of ~$5.2M to and ~$1.5M from) were tied to spin-off agreements; independence determinations considered such items (for other directors) and maintained independence classifications .