Crane NXT, Co. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures . The Company’s Chief Executive Officer and Principal Financial Officer evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the year covered by this annual report. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that are filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and the information is accumulated and communicated to the Company’s Chief Executive Officer and Principal Financial Officer to allow timely decisions regarding required disclosure. Based on this evaluation, the Company’s Chief Executive Officer and Principal Financial Officer have concluded that these controls are effective as of the end of the year covered by this annual report. Change in Internal Controls over Financial Reporting. During the fourth quarter ended December 31, 2021, there have been no changes in the Company’s internal control over financial reporting, identified in connection with our evaluation thereof, that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting. Design and Evaluation of Internal Control over Financial Reporting. Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we included a report of our management’s assessment of the design and effectiveness of our internal controls as part of this Annual Report on Form 10-K for the year ended December 31, 2021. Our independent registered public accounting firm also attested to, and reported on, our management’s assessment of the effectiveness of internal control over financial reporting. Our management’s report and our independent registered public accounting firm’s attestation report are set forth in Item 8 of this Annual Report on Form 10-K under the captions entitled “Management’s Responsibility for Financial Reporting” and “Report of Independent Registered Public Accounting Firm.” 90 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Crane Co. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Crane Co. and subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 28, 2022, expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Responsibility for Financial Reporting” appearing in Item 8. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP Stamford, Connecticut February 28, 2022 91 Item 9B. Other Information None Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not Applicable. Part III Item 10. Directors, Executive Officers and Corporate Governance The information required by Item 10 is incorporated by reference to the definitive proxy statement with respect to the 2022 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation l4A on or about March 11, 2022 except that such information with respect to Executive Officers of the Registrant is included, pursuant to Instruction 3, paragraph (b) of Item 401 of Regulation S-K, under Part I. The Company’s Corporate Governance Guidelines, the charters of its Management Organization and Compensation Committee, its Nominating and Governance Committee and its Audit Committee and its Code of Ethics are available at www.craneco.com/governance. The information on our website is not part of this report. Item 11. Executive Compensation The information required by Item 11 is incorporated by reference to the definitive proxy statement with respect to the 2022 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about March 11, 2022. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Except the information required by Section 201(d) of Regulation S-K which is set forth below, the information required by Item 12 is incorporated by reference to the definitive proxy statement with respect to the 2022 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about March 11, 2022. As of December 31, 2021: Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options Number of securities remaining available for future issuance under equity compensation plans (a) (b) (c) Equity compensation plans approved by security holders: 2018 Stock Incentive Plan (and predecessor plans) 2,952,781 a $ 74.82 — 2018 Amended and Restated Stock Incentive Plan 24,060 — 4,734,667 Equity compensation plans not approved by security holders — — — Total 2,976,841 $ 74.82 4,734,667 a Includes 372,615 restricted share units (“RSUs”), 118,036 deferred stock units (“DSUs”) and 419,854 performance-based restricted share units (“PRSUs”), assuming the maximum potential payout percentage. Actual numbers of shares may vary, depending on actual performance. If the PRSUs included in this total vest at the target performance level as opposed to the maximum level, the aggregate awards outstanding would be 2,742,854. Column (b) does not take RSUs, PRSUs or DSUs into account because they do not have an exercise price. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 is incorporated by reference to the definitive proxy statement with respect to the 2022 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about March 11, 2022. Item 14. Principal Accounting Fees and Services The information required by Item 14 is incorporated by reference to the definitive proxy statement with respect to the 2022 Annual Meeting of Shareholders which the Company expects to file with the Commission pursuant to Regulation 14A on or about March 11, 2022. 92 Item 15. Exhibits and Financial Statement Schedules (a) Consolidated Financial Statements: Page Number Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) Page 37 Consolidated Statements of Operations Page 39 Consolidated Statements of Comprehensive Income (Loss) Page 40 Consolidated Balance Sheets Page 41 Consolidated Statements of Cash Flows Page 42 Consolidated Statements of Changes in Equity Page 44 Notes to Consolidated Financial Statements Page 45 (b) Exhibits Exhibit No. Description Exhibit 21 Subsidiaries of the Registrant. Exhibit 23.1 Consent of Independent Registered Public Accounting Firm. Exhibit 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a). Exhibit 31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a). Exhibit 32.1 Certification of Chief Executive Officer pursuant to Rule13a-14(b) or 15d-14(b). Exhibit 32.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(b) or 15d-14(b). Exhibit 101.INS XBRL Instance Document Exhibit 101.SCH XBRL Taxonomy Extension Schema Document Exhibit 101.CAL XBRL Taxonomy Calculation Linkbase Document Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Exhibit 101.LAB XBRL Taxonomy Label Linkbase Document Exhibit 101.PRE XBRL Taxonomy Presentation Linkbase Document Exhibit 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Exhibits to Form 10-K — Documents incorporated by reference: 93 (2) Instruments Defining the Rights of Security Holders: 2.1 Agreement and Plan of Merger, dated as of December 5, 2017, by and among the Company, FC Development Corp., Crane & Co., Inc and, solely in its capacity as the Company Equityholder Representative, Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 to Form 8-K filed on December 5, 2017). (3) Certificate of Incorporation and Bylaws: (3)(a) The Company’s Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 25, 2017). 3 (b) By-laws of the Company, as amended through April 24, 2017 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 25, 2017). (4) Instruments Defining the Rights of Security Holders: (4)(a) Indenture dated as of April 1, 1991 between the Registrant and the Bank of New York (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005). (4)(b)(1) Indenture, dated as of December 13, 2013, between the Company and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 13, 2013). (4)(b)(2) Form of Note for 4.450% Notes due 2023 (incorporated by reference to Exhibit 4.3 to the Company's Current Report on Form 8-K filed on December 13, 2013). (4)(c)(1) Indenture, dated as of dated as of February 5, 2018, between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on February 5, 2018). (4)(c)(2) Form of Note for 4.200% Senior Notes due 2048 (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on February 5, 2018). (4)(d) Description of Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019). (10) 10( a ) Form of Commercial Paper dealer Agreement executed between Crane Co, as issuer and the Dealer party there to (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March 3, 2015). 10(b) $650 million 5-Year Revolving Credit Agreement, dated as of July 28, 2021 (incorporated by reference to the Registrant’s Current Report on Form 8-K filed on July 28, 2021). (iii) Compensatory Plans (a) The 2011 Annual Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 9, 2011). (b) The Crane Co. 2013 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 11, 2013). (c) The Crane Co. 2018 Stock Incentive Plan (incorporated by reference to Appendix A to the Company's Proxy Statement filed on March 15, 2018). (d) The Crane Co. Amended & Restated 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 26, 2001). (e) 2007 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement filed on March 9, 2007). (f) The Crane Co. 2009 Non-Employee Director Compensation Plan (incorporated by reference to Appendix B to the Company’s Proxy Statement filed on March 6, 2009). (g) The Crane Co. Benefit Equalization Plan, effective February 25, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008). (h) The Crane Co. Benefit Equalization Plan as amended effective January 1, 2013 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed December 11, 2013). (i) Form of Employment/Severance Agreement between the Company and certain executive officers, which provides for the continuation of certain employee benefits upon a change in control (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010). Agreements in this form have been entered into with all executive officers. (j) Form of Indemnification Agreement between the Company and each of its director and executive officers (incorporated by reference to Exhibit 10.3(i) to the Company’s Annual Report on Form 10-K filed February 23, 2021). (k) Time-sharing Agreement dated January 31, 2014 between the Company and Max H. Mitchell (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on January 31, 2014). (l) Amendment, dated August 31, 2017, to Time Sharing Agreement with M. Mitchell (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017). (m) Time-sharing Agreement, dated April 27, 2020 between the Company and James L.L. Tullis (incorporated by reference to Exhibit 10.3(l) to the Company’s Annual Report on Form 10-K filed February 23, 2021). 94 Item 16. Form 10-K Summary Not applicable. 95 Part IV Signatures Pursuant to the requirements of Section l3 or l5 (d) of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CRANE CO. (Registrant) By /s/ MAX H. MITCHELL Max H. Mitchell President and Chief Executive Officer Date 2/28/2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Officers /s/ MAX H. MITCHELL /s/ RICHARD A. MAUE /s/ CHRISTINA CRISTIANO Max H. Mitchell President, Chief Executive Officer and Director Richard A. Maue Senior Vice President Chief Financial Officer (Principal Financial Officer) Christina Cristiano Vice President, Controller Chief Accounting Officer (Principal Accounting Officer) Date 2/28/2022 Date 2/28/2022 Date 2/28/2022 Directors /s/ JAMES L.L. TULLIS /s/ MARTIN R. BENANTE /s/ DONALD G. COOK James L.L. Tullis Martin R. Benante Donald G. Cook Date 2/28/2022 Date 2/28/2022 Date 2/28/2022 /s/ MICHAEL DINKINS /s/ RONALD C. LINDSAY /s/ ELLEN MCCLAIN Michael Dinkins Ronald C. Lindsay Ellen McClain Date 2/28/2022 Date 2/28/2022 Date 2/28/2022 /s/ CHARLES G. MCCLURE, JR. /s/ JENNIFER M. POLLINO /s/ JOHN S. STROUP Charles G. McClure, Jr. Jennifer M. Pollino John S. Stroup Date 2/28/2022 Date 2/28/2022 Date 2/28/2022 96