Samuel Keayes
About Samuel Keayes
Samuel “Sam” Keayes is Senior Vice President, Security and Authentication Technologies (SAT) at Crane NXT (CXT), appointed May 3, 2024, and an executive officer since 2024. He previously led Crane Currency as President (2020–May 2024) and Vice President, International Currency (2019–2020). Age: 50. Under his remit, the SAT segment delivered 2024 sales growth of 21.5% to $613.6M (boosted by OpSec acquisition), while operating profit decreased 4.6% to $110.9M, and his 2024 annual bonus paid at 86.6% of target based on Crane Currency revenue, adjusted operating profit and adjusted free cash flow performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crane NXT – Security & Authentication Technologies (SAT) | Senior Vice President | 2024–present | Leads SAT segment comprising Crane Currency and brand/authentication solutions, including OpSec integration . |
| Crane Currency (Crane NXT) | President | 2020–2024 (to May 3) | Led banknote/security products business globally . |
| Crane Currency (Crane NXT) | Vice President, International Currency | 2019–2020 | Oversaw international currency operations . |
External Roles
Not disclosed in the 2025 DEF 14A or 2024 10-K reviewed .
Fixed Compensation
| Item (2024) | Value |
|---|---|
| Base Salary (USD) | $496,736 |
| Target Bonus % of Salary | 70% |
| Target Bonus ($) | $347,715 |
| Actual Payout % | 86.6% |
| Bonus Paid ($) | $301,121 |
| Perquisites | Car allowance $12,938; UK pension plan contribution $6,261; Insurance premiums $4,558; Annual pension stipend $16,069 |
Notes:
- Keayes is based in the UK; the company contributes 7% of salary to his UK DC pension plan per contract .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 (Crane Currency metrics)
| Metric | Threshold (0% payout) | Target (100%) | Maximum (200%) | Actual | Performance vs Target | Weight | Calculated Payout % |
|---|---|---|---|---|---|---|---|
| Revenue ($) | 475.1M | 527.9M | 580.7M | 528.1M | 100.4% | 25% | 25.1% |
| Adjusted Operating Profit ($) | 104.9M | 131.1M | 157.3M | 137.1M | 123.1% | 50% | 61.5% |
| Adjusted Free Cash Flow ($) | 68.9M | 98.5M | 128.0M | 64.7M | 0% | 25% | 0% |
| Weighted Payout | 86.6% |
Notes:
- Corporate AIP measures shifted in 2024 to Revenue (25%), Adjusted Operating Profit (50%), Adjusted FCF (25%) to emphasize growth; Crane Currency used analogous metrics .
Long-Term Incentive (LTI) Design and 2024 Grants
| Element | Structure | 2024 Grant (Count) | Grant Date | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| PRSUs | Relative TSR vs S&P MidCap 400 Capital Goods; 3-year 2024–2026; 0–200% shares; capped at target if absolute TSR negative; value cap 4x grant | 3,879 (target) | Feb 28, 2024 | 249,924 | Cliff after 3 yrs based on relative TSR |
| TRSUs | Time-based RSUs | 1,940 | Feb 28, 2024 | 112,520 | 25%/yr over 4 yrs |
| Stock Options | Strike $58.00 | 4,609 | Feb 28, 2024 | 112,506 | 25%/yr over 4 yrs; 10-yr term |
| Promotional TRSUs | One-time to align for promotion | 3,251 | May 3, 2024 | 200,002 | 25%/yr over 4 yrs |
Allocation guidance: for non-CEO NEOs, 50% PRSUs / 25% options / 25% TRSUs .
Outstanding Options – Detail (Dec 31, 2024)
| Status | Shares | Exercise Price ($) | Expiration | Vesting Milestones |
|---|---|---|---|---|
| Exercisable | 5,400 | 29.71 | 01/28/2029 | Fully vested |
| Exercisable | 6,002 | 31.37 | 01/27/2030 | Fully vested |
| Exer / Unexer | 2,598 / 2,599 | 29.50 | 01/25/2031 | 100% vests 01/25/2025 |
| Exer / Unexer | 4,097 / 4,098 | 38.18 | 02/07/2032 | 75% by 02/07/2025; 100% by 02/07/2026 |
| Exer / Unexer | 1,763 / 5,294 | 44.93 | 02/06/2033 | 50% by 02/06/2025; 75% by 02/06/2026; 100% by 02/06/2027 |
| Unexercisable | 4,609 | 58.00 | 02/28/2034 | 25% yearly 2025–2028 |
Indicative ITM value (exercisable tranches only) at $58.22 year-end price ≈ $0.50M, computed from cited counts and the 12/31/24 close ($58.22) used by the company for award valuations .
Time-based RSU Vesting Schedule (Keayes)
| Vesting Year | RSUs Vesting (by date) |
|---|---|
| 2025 | 691 (Jan 25); 626 (Feb 6); 655 (Feb 7); 485 (Feb 28); 812 (May 3) |
| 2026 | 626 (Feb 6); 656 (Feb 7); 485 (Feb 28); 813 (May 3) |
| 2027 | 627 (Feb 6); 485 (Feb 28); 813 (May 3) |
| 2028 | 485 (Feb 28); 813 (May 3) |
Equity Ownership & Alignment
| Measure | Amount/Status |
|---|---|
| Directly/Beneficially Owned Shares | 17,228 shares |
| Vested/within 60 days (options/DSUs/RSUs) | 28,236 units |
| Total Beneficial Ownership | 45,464 shares/units |
| Ownership as % of Shares Outstanding | ~0.08% (45,464 ÷ 57,236,301 shares at Jan 31, 2025) |
| Additional share units vesting after 60 days | 8,640 units |
| Ownership Guidelines (NEOs) | 4x base salary; options and unearned PRSUs don’t count; TRSUs count at 65% net-of-tax |
| Compliance Status (as of Mar 28, 2025) | Met or complying with retention ratio per policy |
| Hedging/Pledging Policy | Prohibited; none by directors/officers in 2024 |
| Clawback | Dodd-Frank compliant recovery for incentive comp (incl. stock price/TSR) for 3 prior years upon restatement |
Employment Terms
- Contract/Location: UK-style employment contract; either party may terminate with 6 months’ notice; company may pay in lieu or place on garden leave .
- Non‑CIC severance practice: Keayes entitled to 6 months’ base salary in lieu of notice (estimated $248,368 at 12/31/24) .
- Change-in-control (CIC): Unlike US-based NEOs, Keayes does not have a US-style CIC cash severance agreement; equity awards follow plan terms: upon death/disability RSUs/options accelerate; PRSUs vest based on actual performance at period end; upon CIC then qualifying termination within two years, time-based RSUs/options vest and PRSUs (earned at actual performance at CIC) vest .
- Clawback/Compliance: Company’s incentive compensation recovery policy applies; Section 16 filings timely in 2024 .
Performance & Track Record
| Scope | 2024 Performance Highlights |
|---|---|
| SAT Segment (Keayes remit) | Sales $613.6M (+21.5% YoY, incl. +$86.0M OpSec); Operating profit $110.9M (-4.6% YoY); margin 18.1% . |
| Crane Currency (AIP metrics) | Exceeded revenue (100.4% of target) and adjusted operating profit (123.1%), but missed adjusted FCF; weighted AIP payout 86.6% . |
| Company context | Total net sales $1,486.8M (+6.9%); Adjusted Operating Profit (used as key pay-for-performance metric) $347.3M; Net income $184.1M . |
| Strategic transactions | OpSec acquisition closed May 3, 2024; De La Rue Authentication Solutions agreement signed Oct 15, 2024 (expected close 2Q 2025) . |
Compensation Structure Analysis
- Pay mix and leverage: For non-CEO NEOs, 50% of LTI is performance-based PRSUs tied to relative TSR, with strict caps (max payout 200%; capped at target if absolute TSR negative; value cap at 4x). Remaining LTI split equally between options and time-vested RSUs, driving long-term alignment and retention .
- Annual plan alignment: 2024 AIP metrics emphasized revenue growth and profitability/cash conversion (Revenue, Adjusted Operating Profit, Adjusted FCF), aligning with investor focus on growth and cash discipline; Keayes’ unit exceeded revenue/profit but missed FCF, moderating payout to 86.6% .
- Ownership alignment: Beneficial ownership of ~45.5K units and policy compliance/retention requirements reduce misalignment risk; hedging/pledging prohibited .
- Governance signals: 2024 Say‑on‑Pay received >96% support, indicating broad shareholder approval of the program design .
Risk Indicators & Red Flags
- Integration/execution: SAT includes OpSec (closed 2024) and pending De La Rue Authentication Solutions (expected 2Q25), increasing near-term execution and margin risk within Keayes’ remit .
- Option overhang/vesting cadence: Multiple tranches of in‑the‑money options and steady RSU vesting through 2028 could create periodic selling pressure as awards vest/exercise (exercisable ITM value ~ $0.5M at 12/31/24) .
- No tax gross‑ups; clawback in place; anti‑hedging/pledging policies enforced—positive governance practices .
Investment Implications
- Alignment: High proportion of performance-based equity (relative TSR PRSUs) and meaningful personal ownership, plus anti‑hedging/pledging and clawback, suggest strong alignment with shareholder value creation .
- Execution/retention: UK notice-based contract (6 months) and sizable unvested equity (PRSUs/TRSUs/options through 2028) mitigate near-term retention risk but require monitoring as 2025–2028 vesting events occur .
- Operating focus for SAT: 2024 shows topline momentum (OpSec + core) but margin dilution from acquisitions; Keayes’ incentives (AIP revenue/operating profit/FCF and TSR PRSUs) align to improving profitability/cash conversion and delivering TSR vs mid-cap capital goods peers—key watch items into and after the De La Rue Authentication Solutions close .