| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
As previously announced, the Board of Directors of Crane Holdings, Co. (the “Company”) has approved a plan to pursue a separation into two independent, publicly-traded companies (the “Separation”). Upon completion of the Separation, the Company will be renamed “Crane NXT” and will conduct the Company’s Payment and Merchandising Technologies business, and Crane Company, a separate independent, publicly-traded company will conduct the Company’s Aerospace & Electronics, Process Flow Technologies and Engineered Materials businesses.
On February 27, 2023, Christina Cristiano, 50 years old, was appointed to serve as Senior Vice President, Chief Financial Officer for the Crane NXT organization. Ms. Cristiano has served as Vice President, Controller and Chief Accounting Officer at the Company since 2019. Ms. Cristiano will continue to serve as the Company’s principal accounting officer through completion of the Separation. Prior to joining the Company, Ms. Cristiano spent a decade at Thomson Reuters in roles of increasing responsibility, including serving from 2016-2019 as Vice President, Global Controller. There are no related party transactions between Ms. Cristiano and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation of S-K of the Securities Act of 1933, as amended.
Upon completion of the Separation, which is expected to occur on April 3, 2023, Ms. Cristiano will receive an annual base salary of $450,000, subject to annual adjustment by the Management Organization and Compensation Committee of the Board of Directors (the “Compensation Committee”). Ms. Cristiano will be eligible to participate in the annual incentive plan applicable to executive officers of Crane NXT. At target performance, Ms. Cristiano will receive a cash payout under the annual incentive plan equal to 70% of her annual base salary. Ms. Cristiano’s annual incentive plan payout will be capped at 200% of target payout (or such other level as determined by the Compensation Committee).
Ms. Cristiano will receive a true-up equity award with a value of $650,000 upon the completion of the Separation, in addition to the $250,000 annual equity award received in February 2023. She will also be eligible for future annual equity grants under incentive compensation programs applicable to Crane NXT’s executive officers, with amounts and forms of awards to be determined by the Compensation Committee. Ms. Cristiano also will be eligible to participate in Crane NXT’s other benefit programs applicable to its executive officers.
The foregoing is a discussion of certain terms of an offer letter entered into between the Company and Ms. Cristiano on February 27, 2023 (the “Offer Letter”) and is qualified in its entirety by reference to the full text of the Offer Letter, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for its first quarter ending March 31, 2023.
On February 27, 2023, the Company issued a press release announcing, among other things, the appointment of Ms. Cristiano to serve as Senior Vice President, Chief Financial Officer for the Crane NXT organization. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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