Crane : 2024 Proxy Statement

Crane Company cordially invites you to attend its virtual Annual Meeting of Stockholders, which will be held online via live webcast at 10:00 a.m., Eastern Daylight Time, on Monday, April 22, 2024. There will be no physical location for the Annual Meeting. Crane Company stockholders will be able to attend the Annual Meeting online, and, with a control number appearing on your proxy card, vote shares electronically and submit questions during the Annual Meeting by visiting meetnow.global/MK7ZLCR at the meeting date and time.

The Notice of Annual Meeting and Proxy Statement on the following pages describe the matters to be presented at the meeting. Management will report on current operations, and there will be an opportunity to ask questions regarding Crane Company and its activities.

It is important that your shares be represented at the meeting, regardless of the size of your holdings. If you are unable to attend, I urge you to participate by voting your shares by proxy. You may do so by using the internet address or the toll-free telephone number set forth in this Proxy Statement, or by requesting a printed copy of the proxy materials and completing and returning by mail the proxy card you receive in response to your request.

Also, I have the pleasure and privilege of informing you that the Board of Directors has unanimously decided to appoint Crane Company's current President and Chief Executive Officer, Max H. Mitchell, as Chairman of the Board effective as of the annual meeting on April 22, 2024. Max has skillfully led Crane Company over the past 10 years to new heights, achieving record results across every metric, creating substantial value for our stockholders, and actively reshaping the portfolio to position us for continued growth in the years to come.

It has been my honor to serve as the Company's Chairman over the past several years and I could not be more confident in Max's ability to succeed me as Chairman of the Board.

Sincerely,

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

APRIL 22, 2024

To the Stockholders of Crane Company:

The 2024 ANNUAL MEETING OF STOCKHOLDERS OF CRANE COMPANY will be held virtually for the following purposes:

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PROXY SUMMARY

Director Nominees

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Proxy Summary

Corporate Governance Highlights

Basis of Presentation

On April 3, 2023, we completed our previously announced separation from Crane Holdings, Co. ("Crane Holdings"), and were launched as an independent, publicly traded company. Upon separation we continued to hold and to operate Crane Holdings' former Aerospace & Electronics and Process Flow Technologies global growth platforms, as well as its Engineered Materials segment, under the leadership of our Chief Executive Officer, Max H. Mitchell, who served as the Chief Executive Officer of Crane Holdings since 2014.

Recent Governance Enhancements

As stated in our Corporate Governance Guidelines, the Board is responsible for helping to create a culture of high ethical standards and is committed to continually improving its corporate governance process, practices, and procedures. Accordingly, the Board has adopted the following best practices in corporate governance:

Board renewal and composition: In connection with the separation transaction, the members of the Crane Company Board were chosen with the intention of providing an optimal balance between continuity (by including a number of Crane Holdings, Co. directors), with independence and relevant market focused experience to drive organic and inorganic growth. The Board, specifically through the Nominating and Governance Committee, continually evaluates the skills, expertise, integrity, diversity, and other qualities believed to enhance the Board's ability to manage and direct the affairs and business of the Company.

Lead Independent Director role: At a regular Board meeting in January 2024, the Board unanimously determined that it would be in the best interests of the Company and its stockholders to combine the Chairman and CEO roles and to appoint a Lead Independent Director, both effective at the Annual Meeting. In making this determination, the Board considered the Company's recent separation from Crane Holdings, and the benefit of Board leadership under

Mr. Mitchell, who has served as the Company's Chief Executive Officer since 2014 (inclusive of his time as Chief Executive Officer of Crane Holdings), accumulated extensive day-to-day knowledge of the Company's operations and long term needs, and driven its successful portfolio reshaping, strategic plan, and growth initiatives during his tenure.

Ongoing Board Governance Practices

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Proxy Summary

2023 Performance Highlights

Mr. Mitchell, along with the Board of Directors, executed on a series of major strategic actions over the last three years which, combined with the strong operating performance that Mr. Mitchell drove in the Company's businesses, have created significant value for equity investors in Crane Company and its predecessor company. Specifically, these actions generated approximately $5.5 billion in equity value (market capitalization) comparing Crane Holdings' equity value on December 31, 2020, to the combined equity value of both post-separation companies (Crane Company and Crane NXT, Co.) on December 31, 2023, an increase of 120%.

Crane Company Market Capitalization

Substantial Growth in Market Capitalization ($ Billions)

$10.1

+120%

Crane

$6.0$5.7Company

We believe this equity value creation is attributable, primarily, to five strategic actions from 2021 through 2023:

• On May 24, 2021, Crane announced an agreement to divest its Engineered Materials segment (although the divestiture process was subsequently terminated following objections from the Department of Justice).
• On March 30, 2022, Crane Holdings announced its intention to separate into two independent, publicly traded companies to optimize investment and capital allocation in order to accelerate growth. Crane Holdings' board of directors and management believe that the creation of two market focused companies with distinct product and service offerings and strong balance sheets better positions each business to deliver long-term growth and create value for all stakeholders, including customers, investors and our associates. The separation was completed on April 3, 2023.
• On April 25, 2022, Crane announced an agreement to divest Crane Supply, its Canadian distribution business.
• On August 15, 2022, Crane announced the sale of a subsidiary holding all asbestos liabilities and related insurance assets to permanently remove all asbestos related liabilities and obligations from the Company's balance sheet.
• On October 23, 2023, Crane Company announced the acquisition of Baum lined piping GmbH for approximately $91 million as a strategic bolt-on for the company's Chemical business within the Process Flow Technologies Segment.

In addition to these strategic actions, the three business segments that now comprise Crane Company delivered very strong financial results in 2023.

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Proxy Summary

Strong Financial Results Despite Ongoing Market Challenges

Final 2023 financial and operational results, adjusted for strategic actions, were substantially above our original financial targets for the year, driven by a combination of a better-than-expected recovery in certain end markets, consistent and strong operational execution, and substantial benefits from strategic growth investments. Specifically:

• At Aerospace & Electronics, 2023 sales increased 18% compared to 2022, with segment operating margins up 210 basis points to 20.1% in 2023. Adjusted segment operating margins increased 180 basis points to 20.1% in 2023. These results reflect strong performance, particularly given persistent supply chain challenges in the Aerospace, Defense and Electronics markets.
• At Process Flow Technologies, sales declined 3% compared to 2022, with core sales growth of 5%, and a 1% contribution from the Baum acquisition, more than offset by the impact from the May 2022 divestiture of Crane Supply. Segment operating margins reached a record level of 19.4%, up 420 basis points compared to 2022, and adjusted segment operating margins reached a record 19.9%, up 370 basis points compared to 2022. These results reflect record performance for the segment despite unusually high inflation for commodities, components and labor.
• At Engineered Materials, sales declined 13% reflecting the market decline for Recreational Vehicles. However, despite the significant decline in sales, segment operating margins increased 230 basis points to 14.9%, reflecting strong execution and disciplined pricing. Adjusted segment operating margins increased 60 basis points to 14.8%.

• See "Non-GAAP Reconciliation" beginning on page 89 for more detail regarding Special Items impacting adjusted segment operating margins, as well as a reconciliation of the non-GAAP measures used herein.

2023 Compensation Highlights

Compensation Best Practices

The Management Organization and Compensation Committee is firmly committed to implementing an executive compensation program that aligns management and stockholder interests, encourages executives to drive sustainable stockholder value creation, and helps retain key personnel. Key elements of our pay practices are as follows:

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Proxy Summary

Aspects of Compensation Unique to the Separation Transaction

This Proxy Statement summarizes the compensation decisions made by Crane Holdings in 2023 through the completion of the separation of Crane Company from Crane Holdings on April 3, 2023, and the compensation decisions made by Crane Company after the separation transaction. These compensation decisions reflect the relative performance period of the respective companies, and the compensation paid to the respective NEOs during that fiscal year period for the intensive effort to prepare for and complete the separation. See "Impact of the Separation Transaction on NEO Compensation Disclosures" on page 41. In light of the then pending separation of Crane Holdings, the Crane Holdings' board of directors determined in January 2023 to hold Mr. Mitchell's compensation flat for 2023, to be reassessed by the Board of Crane Company following separation. Mr. Mitchell successfully led Crane Company through the separation integration, which created substantial equity value for our stockholders.

Pay for Performance Alignment

85% of CEO Target Pay is Performance-Based

The following table summarizes the major elements of our CEO compensation program, which is designed to link pay and performance (based on 2023 pay to Crane Company's CEO by Crane Holdings, Co. prior to, and by Crane Company following, the separation).

Totals may not sum due to rounding.

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Proxy Summary

Our Philanthropy, Sustainability and Equality Highlights

See additional details on the Company's efforts and performance with respect to philanthropy, sustainability, and equality, at www.craneco.com/pse.

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