William Grogan
About William Grogan
William Grogan (age 46) is an independent director of Crane NXT (CXT) since 2023 and serves on the Audit Committee. He is currently Senior Vice President and Chief Financial Officer of Xylem Inc. (since October 2023) and previously served as Senior Vice President and CFO of IDEX Corporation from January 2017 to September 2023. The Board has determined he is independent, and the Audit Committee has designated him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IDEX Corporation | Senior Vice President & Chief Financial Officer | Jan 2017 – Sep 2023 | Led finance function; capital deployment and M&A experience; consistent philosophy of returning funds to stockholders |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xylem Inc. | Senior Vice President & Chief Financial Officer | Since Oct 2023 | Public company CFO; strategic planning and operations expertise |
| Girard School of Business (Merrimack College) | Board of Advisors member | Current | Advisory board service |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met seven times in 2024; Grogan is designated an “audit committee financial expert.”
- Independence: The Board determined all directors other than the CEO are independent; Grogan is independent.
- Attendance: The Board met six times in 2024; each director attended at least 75% of Board and committee meetings. Executive sessions without management were held at all regularly scheduled Board meetings.
- Leadership: Separate Chairman (John S. Stroup) and CEO roles; regular executive sessions of non-management directors.
- Conflicts framework: Strict director conflicts policy; Audit Committee reviews significant conflicts; annual certifications and questionnaires. No related-party transactions disclosed involving Grogan.
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard director cash portion; directors may elect to take up to 100% in DSUs or fully vested shares |
| Audit Committee member fee | $10,000 | Non-chair member fee |
| Total cash fees (Grogan) | $100,000 | Fees Earned or Paid in Cash as disclosed for 2024 |
Performance Compensation
| Equity Award | Grant Date | Units | Grant-Date Fair Value per Unit | Total Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Deferred Stock Units (DSUs) | May 23, 2024 | 2,377 | $60.96 | $144,902 | Forfeitable until next annual meeting (except death/disability/change-in-control); settled upon ceasing Board service |
- Equity mix: Standard director equity retainer of $145,000 in DSUs; Grogan’s award reflects $144,902 grant-date fair value. DSUs accrue dividend equivalents and settle in shares when the director leaves the Board.
- No performance-conditioned director equity: Director DSUs are time-based (not PRSUs or options); no performance metrics apply to director equity awards.
Other Directorships & Interlocks
| Company/Institution | Role | Committee Roles | Interlocks/Transactions |
|---|---|---|---|
| Other public company boards | Not disclosed | — | No public company directorships disclosed beyond CXT |
| Xylem Inc. | CFO (executive role) | — | No CXT-related transactions disclosed involving Grogan |
Expertise & Qualifications
- Financial expertise as a public company CFO; strategic planning, operations, talent development, and capital deployment/M&A experience.
- Audit Committee financial expert designation (SEC definition).
- Skills aligned with board oversight: corporate finance, M&A, governance, and returning capital to stockholders.
Equity Ownership
| Measure | Value |
|---|---|
| Shares owned directly/beneficially | 0 |
| Stock Options, DSUs, RSUs vesting within 60 days | 5,308 |
| Total beneficial ownership (SEC definition) | 5,308 |
| Percent of class | <1% (“*” per proxy) |
- Unvested DSUs outstanding (as of Dec 31, 2024): 2,396.
- Director stock ownership guidelines: minimum of 5x the cash portion of the annual retainer (currently 5 × $90,000 = $450,000); all directors were in compliance as of the record date.
- Anti-hedging and pledging: Directors are prohibited from hedging or pledging company stock.
SAY-ON-PAY & SHAREHOLDER FEEDBACK
- 2024 Say-on-Pay support: Over 96% of votes cast were in favor.
- 2024 director election support (signal of shareholder confidence): Grogan received 50,451,743 For; 452,521 Against; 96,054 Abstain; with 2,337,168 broker non-votes.
Governance Assessment
- Strengths: Independent status; Audit Committee financial expert; strong shareholder support in director elections; robust attendance; equity retainer aligned with shareholder value; strict anti-hedging/pledging and ownership guidelines; comprehensive conflicts-of-interest controls.
- Potential watch items: Concurrent CFO role at Xylem while serving on CXT’s Audit Committee—no related-party transactions disclosed, but continued monitoring for any business dealings is prudent.
- Compensation structure: Director program balanced (cash + DSUs) with no performance-conditioned equity; Management Organization and Compensation Committee reviewed market data and recommended no changes for 2025.
No red flags are disclosed for Grogan (no related-party transactions, no hedging/pledging, and compliance with ownership guidelines). These factors, coupled with financial expertise and election support, are positive signals for board effectiveness and investor confidence.