Paul Igoe
About Paul Igoe
Senior Vice President, General Counsel and Secretary at Crane NXT (CXT) since March 2023; age 62; previously Executive Vice President, General Counsel, Chief Compliance Officer and Secretary at Excelitas Technologies Corp. (2018–Mar 2023). Biographical disclosures characterize him as a highly experienced industrial technology general counsel, with earlier legal practice at Wilmer, Cutler, Pickering, Hale and Dorr LLP . Under his tenure, corporate annual incentive plan (AIP) payouts were 123.1% of target for FY2023 driven by adjusted EPS of $4.25 and adjusted FCF performance , and 81.7% of target for FY2024 on revenue, adjusted operating profit and adjusted FCF metrics (ex-OpSec acquisition) . FY2024 corporate actuals used for AIP: revenue $1,401.4M vs target $1,430.5M, adjusted operating profit $347.3M vs target $354.4M, adjusted FCF $209.5M vs target $243.1M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Excelitas Technologies Corp. | EVP, General Counsel, Chief Compliance Officer, Secretary | 2018–Mar 2023 | Led legal/compliance for industrial technology manufacturer . |
| Various technology companies; Wilmer, Cutler, Pickering, Hale and Dorr LLP | General counsel roles; Associate | Not specified; career began at WilmerHale | Broad general counsel experience; early-career training at top law firm . |
External Roles
- No external public-company board roles disclosed in CXT’s FY2024 10-K executive officer biographies .
Fixed Compensation
| Year | Base Salary ($) | AIP Target (%) | AIP Target ($) | AIP Payout (%) | AIP Bonus Paid ($) | Sign-on/Other Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 492,000 | 70% | 344,400 | 81.7% | 281,375 | — | 644,358 | 199,991 | 73,578 | 1,691,302 |
| 2023 | 405,939 | 70% | 332,500 | 123.1% | 409,308 | 600,000 (new-hire) | 799,990 | — | 32,735 | 2,247,972 |
Performance Compensation
Annual Incentive Plan (AIP) – Metrics, Weighting, Targets, Actuals, Payouts
| Year | Metric | Weight | Threshold | Target | Maximum | Actual | Calculated Payout (%) |
|---|---|---|---|---|---|---|---|
| 2024 | Revenue | 25% | $1,287.4M | $1,430.5M | $1,573.6M | $1,401.4M | 19.9% |
| 2024 | Adjusted Operating Profit | 50% | $283.5M | $354.4M | $425.3M | $347.3M | 45.7% |
| 2024 | Adjusted Free Cash Flow | 25% | $170.1M | $243.1M | $316.0M | $209.5M | 16.1% |
| 2024 | Weighted Corporate Payout | — | — | — | — | — | 81.7% |
| 2023 | Adjusted EPS | 75% | 3.33 | 4.16 | 4.99 | 4.25 | 83.2% |
| 2023 | Adjusted Free Cash Flow | 25% | $161.6M | $230.8M | $300.0M | $272.3M | 40.0% |
| 2023 | Weighted Corporate Payout | — | — | — | — | — | 123.1% |
Notes:
- 2024 AIP calculations exclude OpSec Security and related corporate acquisition costs; metrics further adjusted for non-recurring items for bonus purposes .
Long-Term Equity Awards (2024 grants)
| Award Type | Grant Date | Approval Date | Shares/Units (Target) | Threshold | Maximum | Exercise Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|---|
| PRSUs | 2/28/2024 | 2/9/2024 | 6,897 | 1,724 | 13,794 | — | 444,374 | Vests based on TSR ranking vs S&P Midcap 400 Capital Goods Group over 1/1/2024–12/31/2026; certified at year-end 2026 . |
| TRSUs | 2/28/2024 | 2/9/2024 | 3,448 | — | — | — | 199,984 | Vests 25% per year over four years starting first anniversary of grant . |
| Stock Options | 2/28/2024 | 2/9/2024 | 8,193 | — | — | $58.00/sh | 199,991 | Options granted at or above closing price on grant date per policy . |
Program design and mix:
- As first full-year NEOs in 2024, non-CEO awards allocated 50% PRSUs, 25% stock options, 25% TRSUs; in 2023, Igoe received new-hire TRSUs only (no PRSUs or options) to replace forfeited prior-employer equity .
Equity Ownership & Alignment
| As of Date | Shares Owned Directly | Vested/vesting ≤60 days (Options/RSUs/DSUs) | 401(k) Shares | Total Beneficial Ownership | Ownership % | Units Vesting >60 days |
|---|---|---|---|---|---|---|
| Mar 31, 2024 | 3,301 | — | — | 3,301 | * (<1%) | 17,671 |
Alignment policies and status:
- Stock ownership guidelines: Other NEOs must hold 4x base salary; TRSUs count net-of-tax at 65% value; unvested PRSUs and unexercised options do not count; retain at least 50% of net shares until guideline met; no fixed time to comply .
- Compliance: As of Mar 28, 2025, Igoe either met the guideline or is complying with the retention ratio .
- Hedging/pledging: CXT prohibits hedging or pledging of Company securities; no such transactions by directors/executives in 2023 .
- Section 16 compliance: Company reports no late filings by officers/directors for 2024 .
Employment Terms
- Role/Start: Senior Vice President, General Counsel and Secretary since March 2023; Executive Officer since 2023; Age 62 .
- Change-in-control employment/severance agreement (double-trigger):
- Cash severance: Lump-sum equal to pro-rated bonus (greater of last FY bonus or 3-year average) plus 3x sum of annual base salary and 3-year average annual bonus; continued benefits for remainder of CIC protection period (assumed 3 years for disclosure) .
- Illustrative values:
- As of Dec 31, 2023: Cash $3,062,232; benefits $60,804; total $3,123,036 .
- As of Dec 31, 2024: Cash $2,601,500; benefits $53,105; total $2,654,605 .
- Equity award treatment:
- Qualifying termination during two-year period following a Company change-in-control: RSUs and options vest; PRSUs vest at actual performance levels as of the change-in-control .
- Qualifying retirement (age 65 or age 62 with 10 years service): Awards remain outstanding per terms; PRSUs vest based on actual achievement; estimated values disclosed for Dec 31, 2023 (Igoe $1,078,369) .
- New-hire bonus repayment:
- $600,000 sign-on bonus subject to repayment if voluntary termination within two years; Company termination other than for cause waives repayment .
- Clawback: Incentive compensation subject to recoupment for financial restatements within prior three fiscal years, including awards tied wholly or partly to financial reporting measures (including stock price and TSR), for awards on/after Oct 2, 2023 .
- No tax gross-ups: No 280G/4999 or 409A tax gross-ups for NEOs .
Investment Implications
- Pay-for-performance alignment: AIP uses balanced revenue/operating profit/FCF metrics; 2024 payout at 81.7% evidences rigor after adding revenue and shifting from EPS to operating profit, while 2023 payout at 123.1% reflected strong EPS/FCF performance post-separation . PRSUs tied to relative TSR over three years sharpen alignment with shareholder returns .
- Retention and change-in-control economics: Double-trigger equity vesting and 3x salary+bonus severance provide retention in strategic events; Igoe’s illustrative CIC cash severance declined from $3.06M (2023) to $2.60M (2024), signaling a lower forward average-bonus base and moderating severance exposure .
- Insider selling pressure mitigants: Strict anti-hedging/pledging policy and ownership guidelines with net-share retention reduce near-term selling pressure around vesting; compliance status indicates adherence .
- Equity ownership: Direct holdings are modest (3,301 shares, <1%), but unvested units (17,671) and 2024 grants (PRSUs/TRSUs/options) create multi-year alignment and potential future realizable pay tied to TSR and performance .
- Red flags: No hedging/pledging, no tax gross-ups, timely Section 16 filings; compensation program changes in 2024 (adding revenue, replacing EPS with operating profit) align with peer practice and growth strategy rather than easing targets .