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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

o

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ý

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material under §240.14a-12

 

SPX Corporation

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

 

No fee required.

o

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

(1)

 

Title of each class of securities to which transaction applies:
        
 
    (2)   Aggregate number of securities to which transaction applies:
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
        
 
    (4)   Proposed maximum aggregate value of transaction:
        
 
    (5)   Total fee paid:
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

 


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LOGO

13320 Ballantyne Corporate Place
Charlotte, NC 28277
Telephone: (704) 752-4400
Facsimile: (704) 752-4405

March 27, 2014

Fellow Stockholders:

        You are cordially invited to attend the SPX Corporation Annual Meeting of Stockholders on May 7, 2014 at 8:00 a.m. (Eastern Time), at the offices of the SPX, 13320 Ballantyne Corporate Place, Charlotte, North Carolina, 28277.

        All SPX stockholders of record at the close of business on March 14, 2014 are welcome to attend the Annual Meeting, but it is important that your shares are represented at the Annual Meeting whether or not you plan to attend. To ensure that you will be represented, we ask you to vote by telephone, mail, or over the internet as soon as possible.

        Along with the other members of your Board of Directors, I look forward to personally greeting those stockholders who attend this year's meeting. On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued interest in the business of SPX.

    Sincerely,

 

 

Christopher J. Kearney
Chairman, President and
Chief Executive Officer

 

 

SPX Corporation

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SPX Corporation

13320 Ballantyne Corporate Place
Charlotte, North Carolina 28277



Notice of Annual Meeting of Stockholders



Thursday, May 7, 2014
8:00 a.m.
13320 Ballantyne Corporate Place
Charlotte, North Carolina 28277



        The principal business of the Annual Meeting will be to:

      1.
      Elect three directors for a three-year term;

      2.
      Conduct an advisory vote on our executive compensation practices;

      3.
      Vote on amending and restating our certificate of incorporation to declassify our board of directors;

      4.
      Ratify the appointment of Deloitte & Touche LLP as our independent public accountants for 2014; and

      5.
      Transact any other business as may properly come before the meeting or any adjournment thereof.

        You can vote at the Annual Meeting in person or by proxy if you were a stockholder of record at the close of business on March 14, 2014. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.

        This year, we are again electronically disseminating Annual Meeting materials to some of our stockholders, as permitted under the "Notice and Access" rules approved by the Securities and Exchange Commission. Stockholders for whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred.

    By Order of the Board of Directors,

 

 

Kevin L. Lilly
Senior Vice President,
Secretary and General Counsel

Charlotte, North Carolina
March 27, 2014

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be held on May 7, 2014: The Notice of Annual Meeting, Proxy Statement and
our 2013 Annual Report to Stockholders are available electronically at
http://www.edocumentview.com/SPW.


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SPX Corporation



Proxy Statement



Table of Contents

 
  Page

Questions and Answers

  1

Election of Directors

 
6

Corporate Governance

 
10

Board Committees

 
16

Director Compensation

 
19

Director Compensation Table

 
20

Ownership of Common Stock

 
21

Section 16(a) Beneficial Ownership Reporting Compliance

 
23

Executive Compensation

 
24

Compensation Discussion and Analysis

 
24

Compensation Committee Report

 
39

Summary Compensation Table for 2013

 
40

Supplemental CEO Compensation Table for 2013

 
44

Grants of Plan-Based Awards in 2013

 
45

Outstanding Equity Awards at Fiscal Year-End 2013

 
46

Option Exercises and Stock Vested in 2013

 
47

Pension Benefits

 
48

Nonqualified Deferred Compensation in 2013

 
49

Potential Payments Upon Termination or Change-in-Control

 
52

Risk Analysis

 
64

Equity Compensation Plan Information

 
65

Audit Committee Report

 
66

Advisory Vote to Approve the Compensation of our Named Executive Officers

 
67

Vote to Amend and Restate our Certificate of Incorporation to Declassify the Board of Directors

 
71

Ratification of the Appointment of Independent Public Accountants

 
72

Annual Report on Form 10-K

 
73

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QUESTIONS AND ANSWERS

Why am I receiving these materials?

        We are mailing or making available these materials to you because we are soliciting your proxy to vote your shares in connection with SPX's Annual Meeting, scheduled to take place on May 7, 2014, or at any adjournments or postponements of this meeting. We are first mailing or making available to stockholders this proxy statement, our Annual Report to Stockholders for the year ended December 31, 2013, and related materials, on or about March 27, 2014.

Are the Proxy Materials available electronically?

        Our proxy statement and our fiscal 2013 Annual Report to Stockholders are also available at our website at http://www.spx.com. Additionally, and in accordance with Securities and Exchange Commission ("SEC") rules, you may access our proxy statement at http://www.edocumentview.com/SPW, which does not have "cookies" that identify visitors to the site.

Why did I receive a one-page Notice of Internet Availability of Proxy Materials rather than a full set of Proxy Materials?

        SEC rules allow companies to provide stockholders with access to Proxy Materials over the internet rather than mailing the materials to stockholders. Accordingly, to conserve natural resources and reduce costs, we are sending many of our stockholders a Notice of Internet Availability of Proxy Materials. The Notice provides instructions for accessing the Proxy Materials on the website referred to in the Notice or for requesting printed copies of the Proxy Materials. The Notice also provides instructions for requesting the delivery of the Proxy Materials for future Annual Meetings in printed form.

How can I attend the Annual Meeting?

        You may attend the Annual Meeting if you were an SPX stockholder of record as of the close of business on March 14, 2014 or you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If you are a stockholder of record or hold your shares through the SPX 401(k) Plan, your name will be verified against the list of stockholders of record or plan participants on the record date prior to your being admitted to the Annual Meeting. If you are not a stockholder of record but hold shares through a broker, trustee or nominee, you should provide proof of beneficial ownership on the record date, such as a recent account statement showing your ownership, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership.

What am I voting on?

        We are soliciting your vote on:

      1.
      The election of three directors for a three-year term;

      2.
      Our executive compensation practices (sometimes referred to as "Say on Pay");

      3.
      Amending and restating our certification of incorporation to declassify our Board of Directors; and

      4.
      Ratifying the appointment of Deloitte & Touche LLP as our independent public accountants for 2014.

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Who is entitled to vote?

        Stockholders at the close of business on March 14, 2014 (the record date) are entitled to vote. On that date, there were 44,451,620 shares of SPX common stock outstanding.

How many votes do I have?

        Each share of SPX common stock that you own entitles you to one vote.

Can I vote in person at the Annual Meeting?

        Yes. If you were a stockholder on the record date, you can vote your shares of common stock in person at the Annual Meeting. If your shares are held through a broker, trustee or nominee, you may vote your shares in person only if you have a legal proxy from the entity that holds your shares giving you the right to vote the shares. A legal proxy is a written document from your brokerage firm, trustee or bank authorizing you to vote the shares it holds for you in its name. If you attend the meeting and vote your shares by ballot, your vote at the meeting will revoke any vote you submitted previously.

        Even if you currently plan to attend the meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to attend the meeting.

How do I vote if I don't attend the Annual Meeting?

        If your shares are held through a broker, trustee or nominee, you may vote your shares before the meeting over the internet by following the instructions on the Notice of Internet Availability of Proxy Materials or proxy card you received or, if you received a voting instruction form from your brokerage firm, bank, or other similar entity by mail, by completing, signing, and returning the form you received. You should check your voting instruction form to see if telephone or internet voting is available to you.

        If your shares are held in your name, you may vote your shares before the meeting over the internet by following the instructions on the Notice of Internet Availability of Proxy Materials or proxy card you received for that account.

        If you received more than one Notice of Internet Availability of Proxy Materials or proxy card, this means you hold shares of our common stock in more than one account. You should complete, sign, date, and return each proxy card or vote all shares over the internet or by telephone for each of your accounts. If you vote over the internet or by telephone, you should not mail back the related proxy card.

How does discretionary voting authority apply?

        If you sign, date and return your proxy card, your vote will be cast as you direct. If your proxy card does not indicate how you want to vote, you give authority to Christopher J. Kearney and Jeremy Smeltser to vote on the items discussed in these Proxy Materials and any other matter that is properly brought at the Annual Meeting. In such a case, your vote will be cast:

    FOR the election of the director nominees;

    FOR the approval of our executive compensation practices;

    FOR the amendment and restatement of our Certificate of Incorporation to declassify our Board of Directors;

    FOR the ratification of the appointment of Deloitte & Touche LLP as our independent public accountants for 2014; and

    FOR or AGAINST any other properly raised matters at the discretion of Messrs. Kearney and Smeltser.

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May I revoke my proxy?

        You may revoke your proxy in one of four ways at any time before it is exercised:

      1.
      Notify our Corporate Secretary in writing before the Annual Meeting that you are revoking your proxy.

      2.
      Submit another proxy with a later date.

      3.
      Vote by telephone or internet after you have given your proxy.

      4.
      Vote in person at the Annual Meeting.

What constitutes a quorum?

        The presence, in person or by proxy, of the holders of one-third of the total number of shares of SPX stock issued and outstanding and entitled to vote at the Annual Meeting constitutes a quorum. You will be considered part of the quorum if you return a signed and dated proxy card, if you vote by telephone or internet, or if you attend the Annual Meeting.

        Abstentions are counted as "shares present" at the Annual Meeting for purposes of determining whether a quorum exists. Proxies submitted by banks, brokers or other holders of record holding shares for you as a beneficial owner that do not indicate a vote for some of or all the proposals because that holder does not have voting authority and has not received voting instructions from you (so-called "broker non-votes") are also considered "shares present" for purposes of determining whether a quorum exists. If you are a beneficial owner, these holders are permitted to vote your shares on the ratification of the appointment of our independent public accountants, even if they do not receive voting instructions from you.

What vote is required to approve each proposal?

                 
PROPOSAL



VOTE REQUIRED



BROKER
DISCRETIONARY
VOTING
ALLOWED
Election of Directors       Majority of Votes Cast       No
 
Say on Pay       Majority of Votes Cast       No
 
Amend and Restate Certificate of Incorporation to Declassify Board       80% of Outstanding Shares       No
 
Ratification of Deloitte & Touche LLP as our independent public accountants for 2014       Majority of Shares Present or Represented by Proxy       Yes
 
Other Proposals       Majority of Shares Present or Represented by Proxy       No

        A majority of votes cast means that the number of shares voted for a director or proposal must exceed the number of shares voted against that director or proposal.

    Impact of Abstentions or Broker Non-Votes

        An abstention or broker non-vote is not considered as a share voted or having the power to vote and will not affect the outcome of the vote with respect to the election of directors or the Say on Pay vote.

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        An abstention or broker non-vote will have the effect of a vote against the board declassification proposal, the ratification of our independent public accountants, or other proposals that may be brought before the Annual Meeting since it is one less vote for approval.

 The New York Stock Exchange (the "NYSE") does not consider the election of directors, matters relating to compensation or the vote to amend and restate our certificate of incorporation to declassify Boards of Directors to be routine. Unless the broker has received instructions from you, any broker holding shares for you will not have the ability to cast votes with respect to the election of directors, the advisory vote on our executive compensation practices, or the vote to amend and restate our certificate of incorporation to declassify our Board of Directors. It is important, therefore, that you provide instructions to your broker if your shares are held by a broker so that your vote with respect to these matters is counted.

How do I submit a stockholder proposal?

        For a proposal to be included in our proxy statement for the 2015 Annual Meeting, you must submit it no later than November 27, 2014. Your proposal must be in writing and comply with the proxy rules of the SEC. You should send your proposal to our Corporate Secretary at our address on the cover of this proxy statement.

        You also may submit a proposal that you do not want included in the proxy statement but that you want to raise at the 2015 Annual Meeting. We must receive this type of proposal in writing on or after December 8, 2014, but no later than January 7, 2015.

        As detailed in our by-laws, to bring a proposal other than the nomination of a director before an annual meeting, your notice of proposal must include: (1) a brief description of the business you want to bring before the meeting; (2) the reasons for conducting such business at the meeting; (3) your name and address as they appear on our stock records, as well as the name and address of any beneficial owner of the shares; (4) the class and number of shares of SPX stock owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (5) a description of certain agreements, arrangements or understandings entered into by you or any beneficial owner with respect to the shares (which information must be supplemented as of the record date); (6) any material interest you or any beneficial owner may have in the business you want to bring before the meeting; (7) a description of all agreements, arrangements and understandings between you or any beneficial owner and any other persons (including their names) in connection with the proposal of the business; and (8) any other information regarding you or any beneficial owner that would be required under the SEC's proxy rules and regulations. You should send your proposal to our Corporate Secretary at our address on the cover of this proxy statement.

How do I recommend a director nominee?

        If you wish to recommend a nominee for director for the 2015 Annual Meeting, our Corporate Secretary must receive your written nomination on or before January 7, 2015. You should submit your proposal to our Corporate Secretary at our address on the cover of this proxy statement. As detailed in our by-laws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include: (1) your name and address, as well as the name and address of any beneficial owner of the shares, and the name and address of the nominee; (2) the class and number of shares of SPX stock owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (3) a description of certain agreements, arrangements or understandings entered into by you or any

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beneficial owner with respect to the shares (which information must be supplemented as of the record date); (4) a statement that you are a record holder of SPX shares entitled to vote at the meeting and that you plan to appear in person or by proxy at the meeting to make the nomination; (5) a description of all arrangements or understandings between you and any other persons pursuant to which you are making the nomination; (6) any other information regarding you, any beneficial owner, or the nominee that the rules of the SEC require to be included in a proxy statement; (7) the nominee's agreement to serve as a director if elected; and (8) a statement as to whether each nominee, if elected, intends to tender, promptly following his or her election or re-election, an irrevocable resignation effective upon his or her failure to receive the required vote for re-election at the next meeting at which he or she would face re-election and the acceptance of such resignation by the Board of Directors, in accordance with our Corporate Governance Guidelines. In addition, any director nominee must provide information we may reasonably request in order for us to determine the eligibility of such nominee to serve as an independent director.

Who pays to prepare, mail, and solicit the proxies?

        We will pay all the costs of preparing, mailing and soliciting the proxies. We will ask brokers, banks, voting trustees and other nominees and fiduciaries to forward the Proxy Materials to the beneficial owners of SPX common stock and to obtain the authority to execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to mailing Proxy Materials, our directors, officers and employees may solicit proxies in person, by telephone or otherwise. These individuals will not be specially compensated. We have retained D.F. King to assist us in soliciting your proxy and will pay them an estimated fee of $12,500 plus reasonable out-of-pocket expenses. D.F. King will ask brokerage houses and other custodians and nominees whether other persons are beneficial owners of SPX common stock. If so, we will supply them with additional copies of the Proxy Materials for distribution to the beneficial owners. We will also reimburse banks, nominees, fiduciaries, brokers and other custodians for their costs of sending the Proxy Materials to the beneficial owners of SPX common stock.

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PROPOSAL NUMBER ONE

ELECTION OF DIRECTORS

        Eight directors currently serve on our Board of Directors. The directors are divided into three classes. There are currently two directors in the first class, four directors in the second class, and two directors in the third class.

        At this Annual Meeting, you will be asked to elect three directors for the second class, Messrs. Patrick Campbell, Emerson Fullwood, and Michael Mancuso. Four directors will continue to serve on the Board of Directors as described below. Mr. Kermit Campbell will retire from our Board at the Annual Meeting.

        Each of the director nominees is a current SPX director and, if elected, will serve for a term of three years, until a qualified successor director has been elected, or until he resigns, retires or is removed by the stockholders for cause.

        Each nominee has agreed to tender, promptly following his election or re-election, an irrevocable resignation effective upon his failure to receive the required vote for re-election at the next meeting at which he would face re-election and the acceptance of such resignation by the Board of Directors, in accordance with our Corporate Governance Guidelines.

        Your shares will be voted as you specify on the enclosed proxy card. If you do not specify how you want your shares voted, we will vote them FOR the election of each of Messrs. P. Campbell, Fullwood, and Mancuso. If unforeseen circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another person for any of the nominees, your shares will be voted FOR that other person. The Board of Directors does not anticipate that any of the nominees will be unable to serve.


Nominees to Serve Until 2017 Annual Meeting 

PHOTO

 


Patrick D. Campbell, 61, is the retired Senior Vice President and Chief Financial Officer of 3M Company, a position he held from 2002 to 2011. Prior to his tenure with 3M, Mr. Campbell had been Vice President of International and Europe for General Motors Corporation, where he served in various finance functions during his 25 years with the company. Mr. Campbell is also a director of Stanley Black & Decker and Gates Corporation. Mr. Campbell joined the SPX Board in March, 2014.

As the former Senior Vice President and Chief Financial Officer of 3M Company, Mr. Campbell has expert knowledge in finance. In addition to responsibilities for traditional finance functions at 3M, Mr. Campbell was also responsible for Mergers and Acquisitions and Information Technology, and offers significant expertise in each of those areas. Mr. Campbell's broad range of experience at General Motors, including his role as Vice President and Chief Financial Officer, General Motors International Operations, gives Mr. Campbell a diverse and international knowledge base.

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PHOTO  

Emerson U. Fullwood, 66, is the retired Corporate Vice President of Xerox Corporation, a position to which he was named in 1996. In 2004, he assumed the role and responsibilities of Executive Chief of Staff and Marketing Officer for Xerox North America. Previous positions held by Mr. Fullwood at Xerox were President of the Xerox Worldwide Channels Group, President of Latin America, Executive Chief Staff Officer of Developing Markets, and President of Worldwide Customer Services. Previously, Mr. Fullwood held several executive and general management leadership positions with Xerox. Mr. Fullwood serves as a director of The Vanguard Group and Vanguard Funds, as well as of the University of Rochester Medical Center, North Carolina A&T State University, the United Way of Rochester, the Rochester Boy Scouts of America, Monroe Community College Foundation, the Urban League and Colgate Rochester Crozier Divinity School. Within the past five years Mr. Fullwood has also served as a director of Amerigroup Corporation. Mr. Fullwood has been a director of SPX since 1998 and was a director of General Signal Corporation prior to our acquisition of that company in 1998.

Following the retirement of K. Campbell, Mr. Fullwood will be our longest-serving continuing Board member and offers the perspective and deep understanding of our business accumulated over years of service on our Board. Mr. Fullwood has extensive and varied experience, gained in senior positions held over his many years of service with Xerox Corporation. Of particular value is his experience and perspective in marketing, including experience gained as Executive Chief of Staff and Marketing Officer for Xerox North America.


PHOTO

 


Michael J. Mancuso, 71, retired in 2012 as Vice President and Chief Financial Officer of Computer Sciences Corporation ("CSC"), a provider of information technology and business process outsourcing and information technology and professional services, a role he had held since December 2008. He was previously Senior Vice President and Chief Financial Officer of General Dynamics Corporation, until June 2006. He joined General Dynamics in 1993 as Vice President and Chief Financial Officer for General Dynamics Land Systems, Inc., and was promoted to Vice President and Chief Financial Officer in 1994. Before joining General Dynamics, Mr. Mancuso spent seven years with United Technologies. His background also includes 21 years with General Electric. Within the past five years, Mr. Mancuso has been a director of the Shaw Group Inc., Agere Systems, Inc. and LSI Logic Corporation. Mr. Mancuso has been a director of SPX since 2005.

Mr. Mancuso contributes a strong understanding of finance and accounting to our Board. In addition, Mr. Mancuso provides insights on managing a rapidly growing company, garnered from his years at General Dynamics, and brings a broad business and operations perspective, gained in part during his 21 years with General Electric and from his operations management responsibility for General Dynamics' Resources group in aggregates and coal. Finally, Mr. Mancuso's knowledge stemming from his corporate-wide responsibilities for IT systems at General Dynamics, as well as his experience as CFO of CSC, is valuable when considering IT issues and initiatives.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR EACH OF THE DIRECTOR NOMINEES

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Directors Continuing Until 2015 Annual Meeting 

PHOTO

 


Christopher J. Kearney, 58, is Chairman, President and Chief Executive Officer of SPX. He was named President and Chief Executive Officer in December 2004, and was appointed Chairman in May 2007. He joined the company in February 1997 as Vice President, Secretary and General Counsel. Prior to joining SPX, he was Senior Vice President and General Counsel of Grimes Aerospace Company, a leading manufacturer of aircraft lighting equipment, engine system components and electronic systems. His business experience also includes positions at Borg-Warner Chemicals as Senior Attorney and Senior Counsel at General Electric's global materials business. Mr. Kearney holds an undergraduate degree from the University of Notre Dame and a law degree from DePaul University Law School. Mr. Kearney is a Member of the Advisory Council for University Libraries, University of Notre Dame, and serves on the Board of Directors of the Foundation For The Carolinas. Mr. Kearney is also a director of Nucor Corporation and Polypore International, Inc. Mr. Kearney has been a director of SPX since 2004.

Mr. Kearney brings valuable business and mergers and acquisitions experience and a strong legal perspective to our Board. Mr. Kearney, as the only member of SPX management to serve on the Board, also contributes a level of understanding of our company not easily attainable by an outside director.


PHOTO

 


Martha B. Wyrsch, 56, has been Executive Vice President and General Counsel of Sempra Energy since September 2013. From June 2009 to December 2012, Ms. Wyrsch was President of Vestas Americas, an affiliate of Vestas Wind Systems NS. From March 2005 until October 2008, Ms. Wyrsch was the President and Chief Executive Officer of Spectra Energy Transmission, LLC and its predecessor, Duke Energy Gas Transmission, a natural gas transmission and storage business in the United States and Canada, as well as gathering, processing and distribution businesses in Canada. She served on the board of directors for Spectra Energy Corporation and as chair of its two publicly traded partnerships, Spectra Energy Partners, L.P. and Spectra Energy Income Fund. Ms. Wyrsch joined Duke Energy Corporation in 1999, where she served in various legal positions. She was group vice president and general counsel prior to being named President and CEO of Duke Energy Gas Transmission in 2005. Previously, Ms. Wyrsch was vice president, general counsel and secretary for KN Energy, Inc. Within the past five years, Ms. Wyrsch has also served as Chairman of Westcoast Energy Inc. and Spectra Energy Partners GP, LLC, a General Partner of Spectra Energy Partners, LP, Chairman of Union Gas Ltd., and a director of Spectra Energy Facilities LP, Greater Houston Partnership, Union Gas Ltd., Spectra Energy Corp., and Spectra Energy Partners GP LLC. Ms. Wyrsch is also on the board of directors of Spectris,  PLC and the Cristo Rey Network. Ms. Wyrsch has been a director of SPX since 2009.

Ms. Wyrsch contributes to our Board the skills and experience gained from her years of serving in various senior legal and corporate governance capacities. Ms. Wyrsch also has a wide general business experience from serving in senior business roles at energy companies. Of particular value is Ms. Wyrsch's broad experience with energy infrastructure companies and her insight into global manufacturing.

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Directors Continuing Until 2016 Annual Meeting 

PHOTO

 


Terry S. Lisenby, 63, is the retired Chief Financial Officer, Treasurer and Executive Vice President of Nucor Corporation, a steel manufacturing company, a position he held from 2000 until the end of 2009. He previously served as a Vice President and Corporate Controller of Nucor from 1991 to 1999. Mr. Lisenby began his career with Nucor as Corporate Controller in 1985. Mr. Lisenby joined the SPX Board in January 2011.

Mr. Lisenby contributes a strong understanding of finance and accounting to our Board. In addition, Mr. Lisenby brings an extensive manufacturing and operations background, with expertise in supply chain management, among other things. Mr. Lisenby also provides valuable expertise in mergers and acquisitions and integration of new acquisitions.


PHOTO

 


David V. Singer, 58, is the former Chief Executive Officer of Snyder's-Lance,  Inc. ("Snyder's-Lance"), a manufacturer and marketer of snack foods throughout the United States and internationally. Mr. Singer served as CEO and a Director of Snyder's-Lance from its formation in 2010 until 2013. Mr. Singer was the President and CEO of Lance, Inc. ("Lance") from 2005 until its merger with Snyder's of Hanover, Inc. ("Snyder's") in 2010. Mr. Singer also served as a director of Lance from 2003 until the merger with Snyder's. Beginning in 2005, Mr. Singer led a decisive turnaround at Lance, overhauling supply chain, sales, marketing and distribution. In late 2010, he guided Lance's merger with Snyder's. Mr. Singer previously served as Chief Financial Officer of Charlotte-based Coca-Cola Bottling Co. Consolidated, a beverage manufacturer and distributor, from 2001 to 2005. Mr. Singer is also a director of Flowers Foods, Inc., and Brunswick Corporation.

Mr. Singer brings extensive management and financial experience to the board of directors as well as significant knowledge of the food and beverage industries, one of our key markets. He also offers experience in corporate finance and mergers and acquisition expertise.

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CORPORATE GOVERNANCE

Corporate Governance Guidelines

        As part of its ongoing commitment to good corporate governance, the Board of Directors has codified its corporate governance practices into a set of Corporate Governance Guidelines. These guidelines assist the Board of Directors in the exercise of its responsibilities and may be amended by the Board of Directors from time to time. Our Corporate Governance Guidelines comply with the applicable requirements of the listing standards of the NYSE, and are available on our website (www.spx.com) under the heading Investor Relations—Corporate Governance.

Code of Business Conduct

        We have adopted a Code of Business Conduct that applies to all our directors, officers and employees, including our CEO and senior financial and accounting officers. Our Code of Business Conduct requires that each director, officer and employee avoids conflicts of interest, complies with all laws and other legal requirements, conducts business in an honest and ethical manner and otherwise acts with integrity and in the best interest of our company and our stockholders. In addition, our Code of Business Conduct acknowledges special ethical obligations for financial reporting. The Code of Business Conduct meets the requirements of a code of business conduct and ethics under the listing standards of the NYSE and the requirement of a "Code of Ethics" as defined in the rules of the SEC. We maintain a current copy of our Code of Business Conduct, and will promptly post any amendments to or waivers of our Code of Business Conduct regarding our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website (www.spx.com) under the heading Investor Relations—Corporate Governance—Commitment to Compliance.

Director Independence

        Our Corporate Governance Guidelines require that a substantial majority of the Board of Directors meet the independence requirements of the listing standards of the NYSE. Our Board of Directors reviews, at least annually, whether each of our directors is independent. The Board of Directors has adopted categorical Independence Standards to help guide it in this process. Our Independence Standards are available on our website (www.spx.com), under the heading Investor Relations—Corporate Governance. Members of the Audit Committee, Compensation Committee and Nominating and Governance Committee must meet all applicable independence tests of the NYSE and SEC. Based on its most recent annual review, the Board of Directors has concluded that Mr. K. Campbell, Mr. P. Campbell, Mr. Fullwood, Mr. Lisenby, Mr. Mancuso, Mr. Singer, and Ms. Wyrsch are independent as defined in our Independence Standards and the listing standards of the NYSE. The Board of Directors has concluded that Mr. Kearney is not independent as defined in our Independence Standards and the listing standards of the NYSE.

        The non-employee members of the Board of Directors meet in executive session without management at least six times per year. In addition, the non-employee members of the Board of Directors meet in executive session with the CEO and such other management as the Board of Directors deems appropriate on a regular basis. Meetings of non-employee directors are chaired by the Lead Director. Mr. K. Campbell is our current Lead Director. Following his retirement at our upcoming Annual Meeting, Mr. Fullwood will be our Lead Director.

Charitable Contributions

        It is the policy of the Board of Directors that no officer or director shall solicit contributions for charities from other officers or directors or directly from SPX if the director or officer soliciting the

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contributions personally controls the charity. In addition, no officer or director shall solicit contributions from other officers or directors for charities controlled by SPX.

        From time to time, SPX may make contributions to charitable organizations for which a member of our Board of Directors or one of our executive officers serves as a director or officer. In the past three fiscal years, however, the amount of any of these contributions in any single fiscal year has not exceeded the greater of (a) $1 million or (b) 2% of the charitable organization's consolidated gross revenues.

Risk Oversight

        The full Board exercises risk oversight at SPX. Committees take the lead in discrete areas of risk oversight when appropriate. For example, the Audit Committee is primarily responsible for risk oversight relating to financial statements, the Compensation Committee is primarily responsible for risk oversight relating to executive compensation, and the Nominating and Governance Committee is primarily responsible for risk oversight relating to corporate governance. Committees report to the Board on risk management matters.

        Management presents to the full Board its view of the top risks facing SPX in a dedicated "enterprise risk management" presentation at least once a year. Matters such as risk appetite and management of risk are also discussed at this meeting. In addition, risk is explicitly addressed in a wide range of Board discussions, including those relating to segment or business unit activities, specific corporate functions (such as treasury, intellectual property, tax, capital allocation, etc.), and consideration of extraordinary transactions. As part of these discussions, our directors ask questions, offer insights, and challenge management to continually improve its risk assessment and management. The Board has full access to management, as well as the ability to engage advisors, in order to assist it in its risk oversight role.

        In each of 2011, 2012 and 2013, we conducted an in-depth review of the risks associated with our incentive-based agreements and practices, and determined that the risks were in line with our risk appetite.

        See "Risk Analysis," beginning on p. 64, for further discussion.

Communications with Directors

        Interested parties may communicate with any of our non-employee directors by writing to the director in care of our Corporate Secretary at our address shown on the cover of this proxy statement. In accordance with the policy adopted by our non-employee directors, our Corporate Secretary will promptly relay to the addressee all communications that he determines require prompt attention by a non-employee director and will regularly provide the non-employee directors with a summary of all substantive communications.

Board Qualifications and Diversity

        The Nominating and Governance Committee selects individuals as director nominees based on their business and professional accomplishments, integrity, demonstrated ability to make independent analytical inquiries, ability to understand our business, absence of conflicts of interest, and willingness to devote the necessary time to Board duties. Neither the Board nor the Nominating and Governance Committee has set minimum requirements with respect to age, education or years of business experience or set specific required skill sets for directors, but each does require that each director has a proven record of success and leadership. The Nominating and Governance Committee seeks to structure the Board of Directors such that it consists of a diverse group of individuals, each with a unique combination of skills, experience, and background. The Nominating

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and Governance Committee has no set diversity policy or targets, but places what it believes to be appropriate emphasis on certain skills, experience, or background that it determines add or would add value to our Board. Knowledge of our industry and strategic perspective, as well as accounting expertise and experience on other Boards, are examples of attributes that our Board and the Nominating and Governance Committee consider to be key. The Nominating and Governance Committee also considers effective interaction among Board members and between the Board of Directors and management to be crucial factors in considering individuals for nomination.

        We believe that each director should bring a wealth of experience, talent, and diverse perspective that, individually and in the aggregate, adds value to our company. As our Corporate Governance Guidelines state, our Nominating and Governance Committee, and ultimately our Board, selects individuals as director nominees based on the totality of their business and professional accomplishments, integrity, demonstrated ability to make independent analytical inquiries, ability to understand our business, absence of conflicts of interest and willingness to devote the necessary time to Board duties. For a better understanding of the qualifications of each of our directors, we encourage you to read their biographies, beginning on p. 6 of this proxy, as well as other publicly available documents discussing their careers and experiences.

Director Nominees

        The Nominating and Governance Committee is responsible for proposing director nominees and will consider director nominee recommendations offered by stockholders in accordance with our by-laws.

        At such times as the Board of Directors and the Nominating and Governance Committee determine there is a need to add or replace a director, the Nominating and Governance Committee identifies director candidates through references by its members, other directors, management, or outside search firms, if appropriate.

        In considering individuals for nomination, the Nominating and Governance Committee consults with our Chairman, President, and CEO. A director's qualifications in meeting the criteria discussed above under "Board Qualifications and Diversity" are considered at least each time the director is re-nominated for Board membership. The Committee applies the same process and standards to the evaluation of each potential director nominee, regardless of whether he or she is recommended by one or more stockholders or is identified by some other method. Mr. P. Campbell was identified by a search firm employed by the Committee.

        Once the Nominating and Governance Committee identifies a director candidate, directors and members of management interview the candidate. Following that process, the Committee and the Board of Directors determine whether to nominate the candidate for election at an annual meeting of stockholders or, if applicable, to appoint the candidate as a director. Any such nomination or appointment is subject to acceptance by the candidate. Our by-laws require that any director appointed to the Board of Directors other than at an annual meeting of stockholders be submitted for election by our stockholders at the next annual meeting.

        If you wish to recommend a nominee for director for the 2015 Annual Meeting, our Corporate Secretary must receive your written nomination on or before January 7, 2015. You should submit your proposal to our Corporate Secretary at our address on the cover of this proxy statement. As detailed in our by-laws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include: (1) your name and address, as well as the name and address of any beneficial owner of the shares, and the name and address of the nominee; (2) the class and number of shares of SPX stock owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (3) a description of certain agreements, arrangements or understandings entered into by you or any

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beneficial owner with respect to the shares (which information must be supplemented as of the record date); (4) a statement that you are a record holder of SPX shares entitled to vote at the meeting and that you plan to appear in person or by proxy at the meeting to make the nomination; (5) a description of all arrangements or understandings between you and any other persons pursuant to which you are making the nomination; (6) any other information regarding you, any beneficial owner, or the nominee that the rules of the SEC require to be included in a proxy statement; (7) the nominee's agreement to serve as a director if elected; and (8) a statement as to whether each nominee, if elected, intends to tender, promptly following his or her election or re-election, an irrevocable resignation effective upon his or her failure to receive the required vote for re-election at the next meeting at which he or she would face re-election and the acceptance of such resignation by the Board of Directors, in accordance with our Corporate Governance Guidelines. In addition, any director nominee must provide information we may reasonably request in order for us to determine the eligibility of such nominee to serve as an independent director.

Director Election

        In uncontested elections, we elect directors by majority vote. Under this majority vote standard, each director must be elected by a majority of the votes cast with respect to that director, meaning that the number of shares voted "for" a director exceeds the number of shares voted "against" that director. In a contested election, directors are elected by a plurality of the votes represented in person or by proxy at the meeting. An election is contested if the number of nominees exceeds the number of directors to be elected. Whether or not an election is contested is determined ten days in advance of the date we file our definitive proxy statement with the SEC. This year's election is uncontested. Accordingly, the majority vote standard will apply.

        If a nominee already serving as a director is not elected at an annual meeting, Delaware law provides that the director will continue to serve on the Board as a "holdover director" until his or her successor is elected. Our Nominating and Governance Committee, however, has established procedures requiring directors to tender to the Board advance resignations. As set forth in our Corporate Governance Guidelines, the Board will nominate for election or re-election as a director only candidates who agree to tender, promptly following each annual meeting of stockholders at which they are elected or re-elected as a director, irrevocable resignations that will be effective only if (1) the director fails to receive a sufficient number of votes for re-election at the next annual meeting of stockholders at which he or she faces re-election and (2) the Board accepts the resignation. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with this provision.

        In the event a resignation is triggered as a result of a director not receiving a majority vote, the Nominating and Governance Committee will consider the resignation and make a recommendation to the Board on whether to accept or reject it, or whether other action should be taken. The Board will consider the Committee's recommendation and publicly disclose its decision and the rationale behind it in a Current Report on Form 8-K filed with the SEC within 90 days from the date of the certification of the election results. At the 2013 Annual Meeting, each director received a majority of the votes cast for his election.

Attendance at Annual Meeting

        It is our policy to invite all members of our Board of Directors to attend our Annual Meeting. While their attendance is not required, each of our directors serving at the time of our last Annual Meeting attended that Meeting. We expect all our directors to attend the 2014 Annual Meeting.

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Compensation Advisor

        Since September 2011, the Compensation Committee has retained Pearl Meyer & Partners ("Pearl Meyer") as its sole independent compensation advisor. Pearl Meyer does not provide any services to our company other than advice to and services for the Compensation Committee and the Nominating and Governance Committee relating to compensation of our executives and directors. The independent compensation advisor may provide other consulting services to SPX, with approval from the Compensation Committee or Nominating and Governance Committee. The Compensation Committee reviews services provided by its independent compensation advisor on at least an annual basis.

        The independent compensation advisor:

    assesses data relating to executive pay levels and structure;

    works with management on recommendations on compensation amounts and structure for all executive officers and directors other than the Chairman, President, and CEO;

    presents to the Compensation Committee recommendations on compensation amounts and structure for the Chairman, President, and CEO;

    presents to the Nominating and Governance Committee recommendations on compensation amounts and structure for the non-employee directors;

    reviews and comments on management's recommendations relating to executive officer compensation;

    recommends the list of peer companies against which we benchmark our executive officer and director compensation for approval by the Compensation Committee;

    reviews proxy statement disclosures; and

    advises the committees on regulatory, best practice, and other developments in the area of executive and director compensation.

        The Compensation Committee has directed the independent compensation advisor to collaborate with management, including our human resources function, to obtain data, clarify information, and review preliminary recommendations prior to the time they are shared with the relevant Committee.

        The Compensation Committee has considered the independence of Pearl Meyer in light of SEC rules and NYSE listing standards. The Compensation Committee requested and received a letter from Pearl Meyer addressing Pearl Meyer's and the senior advisor involved in the engagement's independence, including the following factors: (1) other services provided to us by Pearl Meyer; (2) fees paid by us as a percentage of Pearl Meyer's total revenue; (3) policies or procedures maintained by Pearl Meyer that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisor and a member of the Compensation Committee; (5) any company stock owned by the senior advisor; and (6) any business or personal relationships between our executive officers and the senior advisor. The Compensation Committee discussed these considerations and concluded that the work performed by Pearl Meyer and Pearl Meyer's senior advisor involved in the engagement did not raise any conflict of interest, and that Pearl Meyer provides objective and competent advice. The following protocols are designed to help ensure objectivity:

    The advisor reports directly to the Compensation Committee or, in the case of matters relating to director compensation, to the Nominating and Governance Committee;

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    Only the Compensation Committee or the Nominating and Governance Committee has the authority to retain or terminate the advisor with respect to services provided to the relevant committee; and

    The advisor meets as needed with Committee members, without the presence of management.

Related-Party Transactions

        Pursuant to its charter and a written related-party policy, the Audit Committee is charged with reviewing and approving any related-party transactions. A related-party transaction is a transaction involving SPX and any of the following persons: a director, director nominee or executive officer of SPX; a holder of more than 5% of SPX common stock; or an immediate family member or person sharing the household of any of these persons. When considering a transaction, the Audit Committee is required to review all relevant factors, including whether the transaction is in the best interest of our company, our company's rationale for entering into the transaction, alternatives to the transaction, whether the transaction is on terms at least as fair to our company as would be the case were the transaction entered into with a third party, potential for an actual or apparent conflict of interest, and the extent of the related party's interest in the transaction. Our legal staff is primarily responsible for the development and implementation of procedures and controls to obtain information from our directors and officers relating to related-party transactions and then determining, based on the facts and circumstances, whether we or a related party has a direct or indirect material interest in the transaction. Currently, the only related-party transactions requiring disclosure are the interest-free loans made in 2001 and 2002 to Messrs. Kearney and Foreman, as described in "Compensation Discussion and Analysis—2013 Compensation—Other Benefits and Perquisites," on pp. 34-35. Mr. Kearney repaid his loan in 2013.

        In the course of the Board of Directors' determination regarding the independence of each of the non-employee directors, the Nominating and Governance Committee and Audit Committee considered the following transactions, relationships or arrangements. Each of Mr. P. Campbell, Mr. Fullwood, Mr. Mancuso, Ms. Wyrsch, Mr. Singer, and Mr. Lisenby is or within the last three years has been a director, officer, or beneficial owner of equity of a company that conducts business with SPX. In each case, the Nominating and Governance Committee and Audit Committee determined that the amount of sales to or purchases from the respective company was below the greater of $1 million per annum or two percent of the annual revenue of each of the other companies and SPX, and that, in each case, the director had neither a direct influence on nor a direct or indirect interest in, the transaction. In addition, the Nominating and Governance Committee and Audit Committee determined that none of these transactions presented an actual or apparent conflict of interest or adversely affected the director's independence. No member of our Board or management was aware of any relevant transactions other than those described in this section.

Board Leadership Structure

        Our Board has no fixed policy or position on whether the roles of Chairman and Chief Executive should be separate or combined, but rather makes leadership structure decisions such as this in consideration of then-current circumstances. Currently, Christopher J. Kearney is our CEO and President, and the Chairman of our Board. Mr. J. Kermit Campbell is our current Lead Director. Following Mr. K. Campbell's retirement at the 2014 Annual Meeting, Mr. Emerson U. Fullwood will be our Lead Director. The Lead Director is elected by and from the independent directors and has clearly delineated duties. These duties, as set forth in our Corporate Governance Guidelines, include acting as principal liaison between the independent directors and the Chairman and CEO, chairing meetings of independent directors, developing the Board's agendas in collaboration with

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the Chairman and CEO, and reviewing and advising on the quality of the information provided to the Board.

        We believe the leadership structure outlined above is best for our company and our stockholders at this time. The balance between our Chairman and our Lead Director has resulted in efficient leadership. Furthermore, having a single leader for both the company and the Board minimizes the potential for confusion or duplication of efforts, and provides clear leadership and accountability for our company. We believe there is good communication between management and non-employee directors, and that our outside directors are able to carry out their oversight responsibilities effectively.

        The Lead Director's involvement in setting Board agendas and reviewing and commenting on information provided to the Board helps ensure an adequate flow of information to the Board. In addition, the small size of our Board and the relationship between management and non-employee directors put each director in a position to influence agendas, flow of information, and other matters. Our non-employee directors meet regularly in private session, without management, as part of our Board meetings and can also call additional meetings of the non-employee directors at their discretion.


Board Committees

        The Board of Directors met seven times during 2013. The Board of Directors currently has a standing Audit Committee, Compensation Committee and Nominating and Governance Committee. Each current director attended at least 75% of the meetings of the Board of Directors and of the committees on which he or she served during the period for which he or she served in 2013. Each committee has adopted a charter that specifies the composition and responsibilities of the committee. Each committee charter is posted on our website (www.spx.com) under the heading Investor Relations—Corporate Governance.

        The table below provides membership and meeting information for each of the Board Committees for 2013.

 

 

Name

  &zwsp;   Audit Committee   &zwsp;   Compensation Committee   &zwsp;   Nominating and
Governance Committee

 
&zwsp;

 

 

J. Kermit Campbell

      X       Chair       X    

 

 

Emerson U. Fullwood

      X       X       Chair    

 

 

Albert A. Koch

        X*         X*            

 

 

Terry S. Lisenby

          X**           X**            

 

 

Michael J. Mancuso

      Chair                    

 

 

David V. Singer

          X**                    

 

 

Peter F. Volanakis

        X*         X*            

 

 

Martha B. Wyrsch

      X               X    

&zwsp;  

 

Number of Meetings

  &zwsp;   7   &zwsp;   6   &zwsp;   6   &zwsp;
*
Left Committee May 2, 2013

**
Joined Committee May 1, 2013

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Audit Committee    

Membership:

 

The Board of Directors has determined that each member of the Audit Committee is independent in accordance with our Audit Committee charter and our Corporate Governance Guidelines and Independence Standards, as well as the rules of the SEC and the listing standards of the NYSE. In addition, the Board of Directors has determined that each member of the Committee has a working familiarity with basic finance and accounting practices, including the ability to read and understand financial statements. Finally, the Board of Directors has determined that each of Messrs. Lisenby and Mancuso is an "audit committee financial expert" under the rules of the SEC and has accounting and/or related financial management expertise, as required by the listing standards of the NYSE.

Function:

 

The Audit Committee is responsible for ensuring the integrity of the financial information reported by our company. The Committee appoints the independent auditors, approves the scope of audits performed by them and by the internal audit staff, and reviews the results of those audits. The Committee also meets with management, the independent auditors and the internal audit staff to review audit and non-audit results, as well as financial, accounting and internal control matters. Additional information on the Committee and its activities is set forth in the Audit Committee Report on p. 66.

Compensation Committee

 

 

Membership:

 

The Board of Directors has determined that each member of the Compensation Committee is independent in accordance with our Compensation Committee charter, Corporate Governance Guidelines and Independence Standards, as well as the rules of the SEC and the listing standards of the NYSE. In addition, the Board of Directors has determined that the Committee meets the "outside director" and "non-employee director" requirements as defined, respectively, under Section 162(m) of the Internal Revenue Code and Section 16 under the Securities Exchange Act of 1934, as amended.

Function:

 

The Committee sets the compensation program for our executive officers, including executive employment agreements, restricted stock and restricted stock unit grants and other awards. The Committee receives input regarding compensation for all officers including proposed compensation, from its independent compensation advisor, as well as from our CEO for his direct reports. The Committee has delegated to our CEO the authority to issue up to an aggregate of 75,000 restricted shares or restricted stock units annually to persons other than Section 16 officers.

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    The Committee has the authority under its charter to retain, terminate and set fees and retention terms for such compensation advisors or other outside advisors as it deems necessary or appropriate in its sole discretion. The Committee reviews outside advisors and consultants on at least an annual basis to determine objectivity and review performance, including a review of the total fees paid to such advisors or consultants. The Committee has retained Pearl Meyer as its independent compensation advisor.

 

 

The Committee, together with the management-led Retirement and Welfare Plan Administrative Committee, exercises oversight over the investment performance and allocation, actuarial assumptions and funding practices of our pension, healthcare and defined contribution plans.

 

 

Additional information on the Committee, its activities, its relationship with its independent compensation advisor and management's role in setting compensation is set forth in "Compensation Discussion and Analysis," beginning on p. 24, and "Corporate Governance—Compensation Advisor," beginning on p. 14.

Nominating and Governance Committee

 

 

Membership:

 

The Board of Directors has determined that each member of the Nominating and Governance Committee is independent in accordance with our Nominating and Governance Committee charter, Corporate Governance Guidelines and Independence Standards, as well as the rules of the SEC and the listing standards of the NYSE.

Function:

 

The Committee assists the Board of Directors in identifying qualified individuals to become Board members and recommending to the Board of Directors the director nominees; develops and recommends to the Board of Directors our Corporate Governance Guidelines; leads the Board of Directors in its annual review of the Board of Director's performance; makes recommendations to the Board of Directors regarding the compensation of non-employee directors; and makes recommendations to the Board of Directors with respect to the assignment of individual directors to various committees. The Committee also approves equity awards for non-employee directors, subject to approval by the Board of Directors.

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DIRECTOR COMPENSATION

        Directors who are SPX employees receive no compensation for their service as directors. We compensate non-employee directors under the SPX Corporation 2006 Non-Employee Directors' Stock Incentive Plan (the "2006 Directors' Plan") and the 2002 Stock Compensation Plan (the "2002 Plan").

Cash and Equity Compensation

        We compensate our non-employee directors using a combination of cash and equity. The Nominating and Governance Committee reviews non-employee director compensation from time to time.

        Non-employee director 2013 cash compensation was unchanged from 2012. The annual retainer was $90,000. No additional compensation was awarded for service as a member of any committee, service as chair of any committee or attendance at meetings. Mr. K. Campbell received additional compensation in the amount of $25,000 for his service as our Lead Director. Mr. Kearney is our Chairman and receives no additional compensation for his service in that role.

        In addition to a cash retainer, each non-employee director receives grants of restricted stock. In 2013, we moved to a system of awarding stock grants based on the grant date value of the award, rather than awarding a fixed number of shares. Additionally, for non-employee directors, in 2013 we began awarding shares as of the date of our Annual Meeting, which shares vest at the following Annual Meeting, subject to the director's continued service on our Board as of the date of that meeting. Time-vested awards are designed to help ensure engaged directors with interests closely aligned with those of our long-term stockholders. In 2013, each director received a grant of 1,841 shares of restricted stock under our 2002 Stock Compensation Plan, with a grant date value of $129,975.

        In prior years, one-third of each grant became eligible to vest on each of the three anniversaries of the original grant date, subject to meeting performance standards. The restricted stock granted in 2012 and 2011 vests if SPX total stockholder return exceeds that of the S&P 500 Index (the "S&P 500") for either the first year in which the tranche may vest or the cumulative period since the grant date. Shares of restricted stock that do not vest within the three-year vesting period in accordance with these performance requirements are forfeited.

        Our total stockholder return exceeded that of the S&P 500 in 2013. Accordingly, one tranche of each of the 2011 and 2012 equity awards vested.

        The first tranche of the 2011 restricted stock grant failed to vest in each of 2011, 2012, and 2013, due to the total stockholder return of the S&P 500 exceeding that of our stock during the relevant measurement periods. As a result, this tranche was forfeited in 2014.

        Any cash dividends paid with respect to shares of unvested restricted stock are deposited in the director's name in an escrow or similar account maintained by SPX Corporation for that purpose. These dividends are subject to the same time and performance restrictions as the shares of restricted stock to which they relate and are payable only upon vesting of the underlying stock. Dividends on the forfeited tranche of stock described above were forfeited along with the stock.

Other

        The SPX Foundation (the "Foundation") will make matching donations for qualified charitable contributions for any director up to a total of $20,000 per annum.

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Stock Ownership Guidelines

        Non-employee director stock ownership guidelines are three times the annual cash retainer. Each director is requested to attain the desired level of ownership within five years of the date of appointment as a director. Shares held in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines. Unexercised stock options and unvested equity awards are excluded.

        Once a director attains the desired level of share ownership, he or she will continue to be in compliance with these guidelines even if the director later falls below the guideline, provided that he or she retains at least 50% of the net shares acquired upon exercise of stock options and at least 50% of the net shares acquired pursuant to vested restricted equity awards until he or she again meets or exceeds the guidelines.

        Each director was in compliance with these requirements as of January 31, 2014.


Director Compensation Table

        The following table summarizes the compensation of our directors who served during 2013. Mr. Kearney, our Chairman, President and CEO, receives no compensation in connection with his service as a director and, accordingly, is omitted from this table.

 

 

Name

        Fees Earned or
Paid in Cash
($) (1)
        Stock Awards
($) (2)
        Total
($)
   

 

 

J. Kermit Campbell

      $ 115,000       $ 129,975       $ 244,975    

 

 

Emerson U. Fullwood

      $ 90,000       $ 129,975       $ 219,975    

 

 

Albert A. Koch (3)

      $ 15,000       $ 0       $ 15,000    

 

 

Terry S. Lisenby

      $ 90,000       $ 129,975       $ 219,975    

 

 

Michael J. Mancuso

      $ 90,000       $ 129,975       $ 219,975    

 

 

David V. Singer

      $ 90,000       $ 129,975       $ 219,975    

 

 

Peter F. Volanakis (3)

      $ 15,000       $ 0       $ 15,000    

 

 

Martha B. Wyrsch

      $ 90,000       $ 129,975       $ 219,975    
                     
(1)
Represents annual retainer of $90,000. Mr. K. Campbell also received $25,000, representing the annual retainer for serving as Lead Director.

(2)
Stock Awards are time-vested awards and vest at the Annual Meeting in the year following the grant, subject only to the director's continued service on our Board as of the date of that meeting. The amounts in the table represent the grant date fair value, based on the closing price of our stock on the grant date.

The total number of shares of unvested restricted stock held by each director on December 31, 2013, was: Mr. K. Campbell, 5,175; Mr. Fullwood, 5,175; Mr. Koch, 3,334; Mr. Lisenby, 5,175; Mr. Mancuso, 5,175; Mr. Singer, 1,841; Mr. Volanakis, 0; and Ms. Wyrsch, 5,175.

(3)
Director through May 2, 2013.

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OWNERSHIP OF COMMON STOCK

Directors and Officers

        The following table shows how much of our common stock the directors, named executive officers, and all officers and directors as a group beneficially owned as of March 1, 2014. The "named executive officers" are our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated officers who were serving as officers as of December 31, 2013.

        Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or officer can vote or transfer and stock options that are exercisable currently or become exercisable within 60 days. The number of our shares beneficially owned by each of the named executive officers and by all directors and officers as a group includes shares held in the SPX Corporation Retirement Savings and Stock Ownership Plan. Except as otherwise noted, the stockholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them. No options were outstanding as of March 1, 2014.

        The percent of SPX common stock owned is based on 44,687,073 shares outstanding as of March 1, 2014.

 
 
  Directors and Named Executive Officers
   
  Shares of
Common Stock
Owned

   
  Percent
of Class

   

  

 

J. Kermit Campbell

        20,642         *    

  

 

Patrick D. Campbell

        0         *    

  

 

Robert B. Foreman (1)

        127,944         *    

  

 

Emerson U. Fullwood

        15,809         *    

  

 

Christopher J. Kearney (2)

        577,027         1.29 %  

  

 

David A. Kowalski

        94,008         *    

  

 

Kevin L. Lilly

        80,920         *    

  

 

Terry S. Lisenby

        6,008         *    

  

 

Michael J. Mancuso

        14,342         *    

  

 

David V. Singer

        1,841         *    

  

 

Jeremy W. Smeltser

        84,596         *    

  

 

Martha B. Wyrsch

        10,175         *    

  

 

All directors and officers as a group (13 persons)

        1,099,743         2.46 %  
*
Less than 1.0.

(1)
Mr. Foreman indirectly holds 11,722 shares through irrevocable trusts of which his wife is the trustee and his children are the beneficiaries.

(2)
Mr. Kearney indirectly holds 295,596 shares through a revocable trust of which he is the trustee and he and his family members are beneficiaries. In addition, Mr. Kearney is the successor to 71,039 shares through a revocable family trust of which his wife is the sole trustee and the beneficiary. All the assets in this family trust, including the 71,039 shares, are pledged to secure a loan. Mr. Kearney holds unpledged vested shares equal in value of approximately 25 times his annual salary, based on the closing price on February 28, 2014.

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Other Principal SPX Stockholders

        Set forth in the table below is information about beneficial owners of more than five percent of the issued and outstanding shares of our common stock. The percent of class held is based on 44,687,073 shares of our common stock outstanding on March 1, 2014.

 
 
  Name and Address
   
  Shares of
Common Stock
Beneficially Owned

   
  Percent
of Class

   

  

 

Relational Investors, LLC (1)
12400 High Bluff Drive, Suite 600
San Diego, CA 92130

        7,035,111         15.74 %  

  

 

BlackRock, Inc. (2)
40 East 52nd Street
New York, NY 10022

        3,248,188         7.27 %  

  

 

Barrow, Hanley, Mewhinney & Strauss, LLC (3)
420 Montgomery Street
San Francisco, CA 94104

        2,569,624         5.75 %  

  

 

JPMorgan Chase & Co. (4)
270 Park Avenue
New York, NY 10017

        2,558,558         5.73 %  
(1)
Based on information provided in a Schedule 13D filed with the SEC on January 15, 2014 by Relational Investors, LLC and certain of its affiliated entities (collectively, the "Relational Investors Entities"), and Ralph V. Whitworth and David H. Batchelder. The Relational Investors Entities report having sole voting power and sole dispositive power with respect to all the shares. The Schedule 13D indicates that Messrs. Whitworth and Batchelder have shared voting power and shared dispositive power over the shares owned by the Relational Investors Entities.

(2)
Based on information provided in a Schedule 13G/A filed with the SEC on January 30, 2014 by BlackRock, Inc. and certain of its affiliated entities (collectively, the "BlackRock Entities"). The BlackRock Entities report having sole voting power with respect to 2,970,307 of the shares and sole dispositive power with respect to all the shares.

(3)
Based on information provided in a Schedule 13G/A filed with the SEC on February 12, 2014 by Barrow, Hanley, Mewhinney & Strauss, LLC ("Barrow"). Barrow reports having sole voting power with respect to 593,278 of the shares, shared voting power with respect to 1,976,346 of the shares, and sole dispositive power with respect to all the shares.

(4)
Based on information provided in a Schedule 13G filed with the SEC on January 21, 2014 by JPMorgan Chase & Co. and certain of its affiliated entities (collectively, the "JPMorgan Entities"). The JPMorgan Entities report having sole voting power with respect to 2,134,740 of the shares, shared voting power with respect to 6,909 of the shares, sole dispositive power with respect to 2,551,649 of the shares, and shared dispositive power with respect to 6,909 of the shares.

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SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE

        Section 16(a) of the Securities Exchange Act of 1934 requires that SPX's officers, directors and 10% stockholders file reports of ownership and changes of ownership of SPX common stock with the SEC and the NYSE. Based on a review of copies of these reports provided to us and written representations from officers and directors, we believe that all filing requirements were met.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

Responsiveness to Stockholders

        We made significant changes to our executive compensation programs in 2013. Following input from our stockholders, guidance from the Compensation Committee's outside advisor, and our own analyses, the Committee, with the cooperation of our senior executive team, restructured our change of control agreements, redesigned our equity awards, eliminated certain perquisites, and changed our peer group.

GRAPHIC

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GRAPHIC

Pay for Performance/Accountability

        We remain committed to improving operational performance, returning capital to shareholders and narrowing our strategic focus around our Flow Technology end markets.

        During the second half of 2013, we transitioned to a new operational alignment designed to improve our operating efficiency and enhance our customer focus by more closely aligning our organizational resources with our customers' needs. The new alignment positions us to better leverage operational excellence, cost reduction initiatives and commercial synergies across our operations, particularly in Flow Technology, our largest segment. We also executed a number of restructuring actions aimed at reducing our cost structure and improving our ability to serve our customers. These actions, along with ongoing lean and supply chain initiatives, contributed to improved operating performance at many of our businesses. Consolidated profit margins for our operating segments increased 70 basis points to 10.5%, and we significantly increased operating cash flows from continuing operations in 2013. Improved working capital performance at many of our businesses was the primary driver of our strong operating cash flows in 2013.

        Our profit margin and operating cash flow results were achieved despite a 2.4% decline in revenue versus 2012. Revenues declined primarily as a result of lower sales of food and beverage systems, power generation equipment and services, and original equipment oil and gas pumps. These revenue declines were due, in part, to increased discipline applied to our order acceptance process, the expected ramp down in revenue related to our large power projects in South Africa, and delays in the timing of our customers' capital spending decisions. During the second half of 2013, we experienced a sequential increase in orders of food and beverage systems, power generation equipment and services, and original equipment oil and gas pumps, which we expect to benefit revenue in 2014 and 2015.

        In 2013, we allocated significant capital to stock repurchases, a large discretionary pension contribution, and restructuring actions, primarily in our Flow Technology and Thermal Equipment and Services reportable segments. Even after these allocations, we ended 2013 with a strong liquidity position.

        On the strategic front, we divested two non-core industrial businesses in 2013 and currently are in the process of divesting certain other non-core industrial businesses. Also, we completed the sale of our 44.5% joint venture interest in EGS in January 2014. These recent and planned divestitures are consistent with our strategy to narrow our focus to our Flow Technology end markets.

        In November, 2013, we executed an agreement transferring obligations for monthly pension payments to retirees under the SPX US Pension Plan (the "Plan") to Massachusetts Mutual Life Insurance Company. During a designated election period in the first quarter of 2014, we offered approximately 7,500 eligible former employees under the Plan a voluntary single lump-sum payment option in lieu of a future pension benefit under the Plan.

        Our 2013 performance resulted in our exceeding or approaching all 2013 compensation target metrics. As a result, each of the tranches of stock that could vest based on 2013 performance did so, and average bonus was above target.

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GRAPHIC

Executive Compensation Philosophy

        We follow these guiding principles when designing and setting compensation for our NEOs:

    Compensation should reward performance;

    Compensation should align the interests of our NEOs with those of our long-term stockholders;

    Compensation should support our business and human capital strategies; and

    Compensation should attract, motivate and retain quality NEOs.

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Executive Compensation Practices

Practices We Follow

        Pay for Performance—We tie pay to performance. The significant majority of executive pay is not guaranteed. Our bonuses demand improvement in operating profit and/or margins and correspondingly strong cash performance. Equity awards to NEOs require the achievement of performance targets in order to vest.

        Reasonable Perquisites—In recent years we have eliminated tax gross-ups on perquisites and reduced overall perquisites.

        Independent Compensation Advisor—The Committee retained Pearl Meyer as its compensation advisor. Pearl Meyer works directly for the Committee and the Nominating and Governance Committee, and performs no other work for our company. Pearl Meyer may, at the direction of the Committee, work with management on executive officer and director compensation design.

        Review Tally Sheets—We review compensation tally sheets for our NEOs at least annually.

        Mitigate Undue Risk—We mitigate undue risk associated with compensation. We do this by utilizing caps on potential payments, multiple performance targets and robust Board and management processes to identify risk. We do not believe any of our pay programs create risks that are reasonably likely to have a material adverse impact on our company.

        Stringent Share Ownership Guidelines—We have a stringent share ownership policy, with which all NEOs are in compliance.

Practices We Avoid

        280G Excise Tax Gross-Ups—All our executive officers agreed to eliminate 280G excise tax gross-ups, effective March 10, 2014.

        Hedging—We do not permit our employees, including our NEOs, to hedge against fluctuations in our stock value or engage in short sales relating to our stock.

        Other Practices We Avoid—As in prior years, we have avoided:

    multi-year guarantees for salary increases;

    non-performance-based bonuses;

    excessive non-performance-based long-term incentive awards;

    inclusion of long-term equity awards in the pension calculation;

    bonus payouts without justifiable performance linkage or proper disclosure;

    discretionary bonuses; and

    performance goals that are too easily achievable or based on negative earnings.

Compensation Practices Discussion

        We tailor compensation to the business and competitive environment because our success depends on our ability to attract and retain experienced and proven leaders and to motivate them to deliver superior results.

        The proportion of incentive-based pay increases along with responsibility and authority. For our senior-level management, and in particular for our NEOs, a significant majority of direct compensation (salary, bonus, and equity awards) is incentive-based.

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        Bonuses are based on operating performance. Equity awards are designed to reward increased stock price and aid in retention. We design both cash bonuses and equity awards to align employee interests with those of our stockholders. We also offer each NEO perquisites and post-employment benefits.

        NEO performance is judged primarily by reference to performance of the company as a whole. Additional, subjective, assessments are made, including direct assessments of performance, formal talent assessment reviews, and assessments of adherence to our values. Our CEO and our human resources department use these assessments to develop compensation recommendations for our NEOs other than the CEO. These recommendations are reviewed with the Committee's independent compensation advisor and then submitted to the Committee for review, discussion, and approval. Additionally, the Committee reviews tally sheets setting forth total compensation and walk-away values at least annually. The Committee establishes and approves all elements of compensation for our CEO based on input from and conversations with management and the Committee's independent compensation advisor, as well as its own assessments.

    Role of Compensation Advisor and Selecting a Peer Group

        The Committee has retained Pearl Meyer directly as its independent compensation advisor. The independent compensation advisor advises on all aspects of executive officer and director compensation. For more information, see "Corporate Governance—Compensation Advisor," beginning on p. 14.

        The most significant aspects of management's role in the compensation-setting process are as follows:

    Our human resources, finance and legal departments prepare materials for the Committee, as does the Committee's independent compensation advisor.

    Our CEO provides his evaluation of the performance of each of the other NEOs and offers recommendations regarding their salary levels, bonus targets and equity awards.

    Management prepares and recommends business performance targets and objectives.

        The Committee's independent compensation advisor recommends the list of peer companies against which we benchmark our executive officer and director compensation. During 2013, the Committee and the Committee's outside advisor, together with management, engaged in a comprehensive reconstruction of the Company's peer group. The companies selected were primarily industrial manufacturing companies from the Capital Goods sector, with most also being in the Industrial Machinery industry group, each as classified by Standard and Poors. The companies as a group are similar to SPX in size and other characteristics and are typically companies against which we compete for talent. Factors considered in determining the peer group include revenues, as well as market capitalization, total assets, and employee count. In addition, our peer group includes many companies with similar end-market characteristics.

        The following companies comprise our peer group for determining 2014 Compensation:

Cameron International Corp.

Carlisle Companies, Inc.

Chicago Bridge & Iron Company N.V.

Colfax Corp.

Crane Co.

 

Dover Corp.

Dresser-Rand Group Inc.

Flowserve Corp.

FMC Technologies, Inc.

Foster Wheeler AG

 

Ingersoll-Rand Co. Ltd.

Jacobs Engineering Group Inc.

KBR, Inc.

Pall Corp.

Parker-Hannifin Corp.

 

Pentair, Ltd.

Rockwell Automation, Inc.

Roper Industries, Inc.

The Babcock & Wilcox Co.

Xylem Inc.

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        The following companies comprised the previous peer group, used for determining 2013 Compensation:

Carlisle Companies, Inc.

Cooper Industries, Ltd.

Crane Co.

Cummings Inc.

Danaher Corp.

 

Dover Corp.

Eaton Corp.

Flowserve Corp.

Harsco Corp.

Ingersoll-Rand Co. Ltd.

 

ITT Corp.

Pall Corp.

Parker-Hannifin Corp.

Pentair, Ltd.

Rockwell Automation, Inc.

 

Roper Industries, Inc.

Snap-On Inc.

Textron, Inc.

Timken Co.

Xylem Inc.

        Additionally, the 2012 Towers Watson CDB General Industry Executive Compensation Database provided market data for comparably sized companies across a large number of general industrial and manufacturing companies and was used to supplement the peer group data. Pearl Meyer used regression analysis to adjust data in these surveys to appropriately reflect officer compensation at companies with annual revenues similar to SPX.

        We consider competitive compensation practices by other companies for comparative purposes. We do not target specific benchmark percentiles. The comparative analysis is just one of several tools we use to set compensation. We award compensation outside the target levels for reasons that may include market forces, company or individual performance, length of service, existing contractual obligations, and differing levels of responsibility and value created by officers with the same or similar title.

        In addition to its regular ongoing review, the Committee reviewed the entire executive officer compensation program in 2012, with a particular focus on long-term incentive plan design. Compensation changes discussed in this proxy statement resulted, in part, from these discussions.

2013 Compensation

Base Salary

        Base salary is designed to offer competitive base income. In setting base salary, we consider the salary and total compensation market data in the context of the NEO's role and responsibilities, experience and tenure, internal equity considerations, individual performance and contribution to SPX results.

        In 2013, Messrs. Kearney, Foreman, Kowalski, and Lilly received salary increases of, respectively, 4.13%, 3.33%, 5.77%, and 5.15%, in line with our view of increases at peer companies, and also in line with increases granted to our other employees. Mr. Smeltser received an 11.11% increase in his salary, as the Committee continued a plan to bring him up to market competitive rates for a CFO of a public company of our size. Mr. Smeltser was elevated to the CFO position in August, 2012. Mr. Kowalski received an additional 4.54% increase in September, 2013, as a result of his expanded role in connection with an internal reorganization.

Bonuses

    Targets

        We set target bonus at a percentage of year-end salary. We increase this percentage as the employee's responsibilities and authority increase to help ensure that those most able to impact our company performance have the greatest percentage of their total compensation tied to our company's performance.

        Target bonuses for NEOs were unchanged for 2013, with targets of 130% of salary for our CEO, 100% for Mr. Foreman, and 80% for each of Messrs. Smeltser, Kowalski, and Lilly.

    Bonus Awards

        Bonuses paid to our NEOs are paid by reference to the metrics under the Executive Bonus Plan, the plan under which we pay bonuses to our other executives.

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        The Executive Bonus Plan pays bonuses equal to 0% to 200% of target bonus by reference to one or more metrics. The threshold for at least one metric must be met in order for any bonus to be paid. If only one metric threshold is met, total potential payout is limited to 50% of target bonus.

        The chart below shows the 2013 threshold, target, and stretch goals for each of the relevant metrics, our actual results, and the resultant percentage of target bonus.

    ($ Millions)
Metric
      Threshold       Target       Stretch       Actual       Bonus %    
    Corporate                                           &zwsp;
        Bonus Operating Margin       7.59%       8.09%       8.59%       7.80%       121.0%    
        Bonus Free Cash Flow       $185       $225       $265       $408            
    Industrial Products and Services                                           &zwsp;
        Bonus Operating Income       $165.544       $206.376       $251.130       $178.864       89.1%    
        Bonus Free Cash Flow Conversion       80%       100%       120%       103.6%            

        The bonus target for each of Messrs. Kearney, Foreman, Smeltser, and Lilly, our corporate NEOs, was based entirely on the corporate matrix and, accordingly, each received a bonus at 121% of target.

        The bonus for Mr. Kowalski, the leader of our Industrial Products and Services businesses, was calculated as an average of the corporate and the Industrial Products and Services' performance. Accordingly, he received a bonus at 105% of target.

        The chart below details how we arrived at bonus amounts for each NEO.

   

    2013 Year-End
Salary



    Target Bonus, as
Percentage of
Salary




    Percentage of
Target Bonus
Payable Based on
2013 Performance





    Bonus Amount

 
    Christopher J. Kearney       $1,160,000       130%       121%       $1,824,680    
    Jeremy W. Smeltser       $500,000       80%       121%       $484,000    
    Robert B. Foreman       $795,000       100%       121%       $961,950    
    David A. Kowalski       $575,000       80%       105%       $483,000    
    Kevin L. Lilly       $510,000       80%       121%       $493,680    

    Bonus Metrics

        We require year-over-year improvement in operating profit and/or margins and correspondingly strong cash performance for bonuses to be paid. In 2013, as we have every year since 2005, we required improvement over the prior year's operating profit/margin performance to receive any bonus related to that metric, and an improvement of 50 basis points over the prior year results (as restated to reflect acquisitions or dispositions) to reach target bonus.

        Our 2013 targets were lower than our prior year targets as a function of our operating profit/margins having declined in 2012 from 2011, reflecting a challenging late-cycle power generation market.

        We continue to believe that setting targets to require improvement over the prior year's performance is appropriate and ties pay to performance, as reflected in our CEO's bonus payouts in recent years. We have consistently applied this approach, and have in the past significantly raised year-over-year goals if the prior year's performance improved significantly. Corporate targets will be raised for 2014, given our 2013 results.

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        Both corporate and segment employees are measured on improvements in operating results and free cash flow performance. For 2013, we used the Bonus Operating Margin metric at the corporate level. The Industrial Products and Services businesses' operating results metric was Bonus Operating Income. The 2013 cash flow metrics were Bonus Free Cash Flow for corporate and Bonus Free Cash Flow Conversion for the Industrial Products and Services businesses. Combined, these metrics are designed to reward improving performance by managing profitability and expenses and encouraging focus on quality of earnings and the efficient use of capital. Further, these metrics align with our public communications and internal business goals. We believe they are transparent, understandable and consistent with compensation plans at other industrial companies.

        We exclude items to eliminate factors beyond the control of company employees in the measurement year, to focus employees, including NEOs, on controllable operating performance, and to eliminate possible disincentives to act in the best interest of our stockholders. For example, the disposition of a non-core business may be expected to have long-term benefits, but the loss of profits and cash flow from the business may result in lower bonuses in the year in which the business was sold and, accordingly, these numbers are adjusted in the calculation of bonuses.

        For 2013, Bonus Operating Margin represented adjusted operating income divided by net revenues, and adjusted operating income represented operating income excluding stock-based compensation expense, pension and post-retiree medical expense or income, goodwill and other asset impairments, certain profits or losses on acquisitions or dispositions, certain litigation reserves and settlements, and other similar items, subject to Committee approval.

        Bonus Operating Income for the Industrial Products and Services businesses represented operating income, excluding minority interest (if applicable) and amounts accrued for bonuses. We do not generally exclude the effects of restructuring actions when calculating Bonus Operating Income, except that we do exclude any restructuring charges associated with the integration of newly acquired businesses. We also exclude costs associated with certain research and development activity from the calculation of Industrial Products and Services businesses' bonus. The elimination of costs associated with certain research and development activity is related to our corporate-led innovation initiative. Under this initiative, corporate-level management provided certain incentives to encourage the rapid development of what it deems to be the most promising research and development projects, representing a small portion of our total research and development projects and spending. These incentives included, for bonus calculation purposes, deferring development costs for selected innovation investments and amortizing development costs in a manner designed to track commercialization of the projects and other similar items, subject to Committee approval.

        For the corporate metric, Bonus Free Cash Flow represented Bonus Operating Cash Flow less capital expenditures. Bonus Operating Cash Flow for corporate was operating cash flow from continuing operations, plus or minus an adjustment to reflect payment of accounts payable on a normalized basis, minus pension and post-retiree medical funding requirements in excess of or less then related expense, and plus or minus deferred and amortized cash investments in our new headquarters facility, certain operating cash activity associated with acquisitions or dispositions, and other similar items, subject to Committee approval.

        For the Industrial Products and Services businesses, Bonus Cash Flow Conversion represented Bonus Free Cash Flow divided by Bonus Operating Income. Bonus Free Cash Flow represented Bonus Operating Cash Flow less capital expenditures. The Bonus Operating Cash Flow metric was operating income, plus depreciation and amortization, plus or minus changes in working capital, but excluding the change in amounts accrued for bonuses, plus or minus an adjustment to reflect payment of accounts payable on a normalized basis, amounts related to adjustments of Bonus Operating Income, certain operating cash activity associated with acquisitions or dispositions, and other similar items, subject to Committee approval.

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Equity-Based Awards

        As noted above, we made significant changes to our equity-based awards for NEO's for 2013. These changes and their underlying rationale are described below:

      Long-Term Incentive Program
(Changes for 2013)


&zwsp;
            2012       2013       Rationale    
    Grant Calculation       Primarily based on number of shares.       Primarily based on fair value of awards.       Analysis of peer and other executive compensation data indicates that it is a more common practice for award grants to be based on value rather than share count. We also believe this change will improve investor understanding of our pay practices, while also better aligning us with market practice.    
    Vesting Type       100% of equity awards were subject to company performance compared to an external metric.       All equity awards are subject to performance vesting designed to qualify the equity award for deductibility under Section 162(m) of the Internal Revenue Code ("Rule 162(m)").

Of each grant:

2/3 is subject to company performance compared to an external performance metric.

1/3 is subject to an internal performance metric.

      Tying the vesting of 2/3 of the grant to an external performance metric continues the strong alignment of NEO and stockholder interests.

Tying vesting to an internal performance metric designed to qualify under Rule 162(m) improves our ability to retain officers. Analysis of peer and other executive compensation data indicates this is a more common practice than subjecting 100% of each share grant to performance vesting based on performance related to an external metric.

   
    Vesting Time       1/3 of each grant became eligible to vest at the end of each of the first, second, and third year following grant.       External performance metric awards become eligible to vest three years after grant date.


1/3 of each internal performance metric award becomes eligible to vest at the end of each of the first, second, and third year following grant.

      Setting the external performance metric against the three-year performance of the S&P Composite 1500 Industrials Index (the "S&P 1500 Industrials") encourages management to focus on long-term performance.


Annual vesting of internal performance metric awards increases the retention value of equity awards.

   
    Multiple Vesting Opportunities       Some tranches had more than one opportunity to vest.       No award has more than one opportunity to vest.       Investor feedback led us to eliminate multiple vesting opportunities.    
    Performance Metrics       SPX total stockholder return ("TSR") measured against the S&P 500 TSR.       External metric awards: SPX TSR measured against the S&P 1500 Industrials TSR.


Internal metric awards: Internal performance metric, set annually, designed to qualify under Rule 162(m).

      We believe the S&P 1500 Industrials tracks performance of companies similar to ours more closely than does the broader S&P 500.


We believe the internal performance metric awards serve a valuable retention purpose.

   
 

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      Long-Term Incentive Program
(Changes for 2013)


&zwsp;
            2012       2013       Rationale    
    Graduated Performance       100% of each tranche would vest if SPX TSR exceeded that of the S&P 500 either in the first year in which the tranche became eligible to vest or over the cumulative period since the date of the grant.       Between 25% and 125% of external performance metric awards may vest based on the three-year performance of SPX TSR against the S&P 1500 Industrials TSR.


100% of internal metric awards may vest based on internal performance.

      Investor feedback and review of peer company compensation packages indicate that it is common practice to allow proportional vesting of performance stock. Additionally, this reduces sharp vesting cliffs, which could lead to adverse incentives for short-term behavior.    
    Clawback Provisions       None       Awards are subject to any compensation recovery policy adopted by us, as amended from time to time.       Clawback provisions are becoming more common and we believe encourage good governance.    
 

        We design equity awards to promote long-term stock ownership and expose senior-level management to the risks and rewards faced by our long-term stockholders. Because the majority of equity we award to NEOs vests over three years, and only if the total return of our stock performs acceptably against a major stock index, it also has significant employee retention value and continues to tie the interests of our NEOs to those of our stockholders even after it is awarded. Grants of performance-based restricted stock are the most significant component of our NEOs' direct compensation opportunity.

        In 2013, two-thirds of the value of the restricted stock awards to NEOs was in the form of external metric stock, and one-third was in the form of internal metric stock. Between 25% and 125% of the external performance metric award may vest based on the three-year performance of SPX TSR against the S&P 1500 Industrials TSR. The triggers for vesting are set forth in the below table.

 

 

Total Shareholder Return Performance During the Measurement Period

      Restricted Stock Vesting    

 

 

Below Threshold:

           

 

 

More than 9% below S&P 1500 Industrials TSR

      0    

 

 

Threshold:

           

 

 

9% below S&P 1500 Industrials TSR (approximates historical performance at 25th percentile)

      25% of target payout    

 

 

Target:

           

 

 

Equal to S&P 1500 Industrials TSR

      Target payout    

 

 

Maximum:

           

 

 

6% above S&P 1500 Industrials TSR (approximates historical performance at 65th percentile)

      125% of target payout    
 

        Internal metric stock vests based on the same trigger as the 162(m) Plan (as defined below), which is designed to qualify the stock for performance vesting treatment under Rule 162(m). In 2013, the target was met, and the first tranche of the 2013 award vested.

        Annual grants of equity prior to 2013 had three tranches. The tranches vest in equal amounts over three years, but only if SPX total stockholder return exceeds the S&P 500 for the prior year or for the cumulative period since the grant date. If the first or second tranche fails to vest, it may vest

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in a later year if our total stockholder return exceeds that of the S&P 500 for the cumulative period since the grant date. Any tranche that does not vest within three years is forfeited.

        Three tranches granted prior to 2013 were up for vesting at the end of 2013—two tranches that were up for vesting for the first time (the second and third tranches of, respectively, the 2012 and 2011 awards), plus one tranche (the first tranche of the 2011 equity award) that had failed to vest based on our performance over the last two years.

        The two tranches that were up for vesting for the first time did vest, due to our stock outperforming the S&P 500 in 2013. However, the other tranche failed to vest because, even though we outperformed the S&P 500 in 2013, we did not outperform the S&P 500 over the three-year measurement period applicable to this tranche.

        NEOs forfeited the first tranche of the 2011 award, together with accrued dividends on the forfeited shares, as a result of its not vesting within three years of the date of grant.

        In 2013 we began awarding shares according to value rather than share count. Share values are reported in the Summary Compensation Table for 2013, on p. 40, and were set using the value of shares awarded in 2012, adjusted after a market review.

Equity Awards Practices

        We conduct a full review of executive compensation, including equity awards, at least annually. In 2011, equity awards were reviewed and approved in February and granted on the first trading day in March. In 2012 and 2013, equity awards were reviewed and approved late in the prior year and granted on the first trading day of the award year.

        Dividends with respect to any shares of unvested restricted stock are deposited in the NEO's name in an escrow or similar account maintained by SPX for that purpose. The NEO receives these dividends only if and when the related shares of equity vest. Dividends are forfeited if the equity on which those dividends were paid is forfeited.

        In the event of retirement, termination by SPX without "cause" or voluntary termination by the executive for "good reason" (each as defined in the applicable award or employment agreements), unvested restricted stock will remain subject to the original performance requirements and vesting schedule.

        The Committee also may make, and in the past has made, special grants during the course of the year, primarily for new hires, for promotions, to retain valued employees or to reward exceptional performance. These special grants may be subject to performance or time vesting, and are issued on the date of grant or upon a date certain following the grant date, such as the date on which a new hire commences employment.

        We have not granted stock options since 2004.

Other Benefits and Perquisites

        We provide perquisites to attract and retain executives in a competitive marketplace, and believe these benefits are generally consistent with market practices of our peer group and other comparable public industrial manufacturing companies. See the Summary Compensation Table and accompanying footnotes for a full listing of benefits and perquisites. We do not provide tax gross-up payments for perquisites.

        Each executive officer waived his right to receive an automobile allowance and reimbursement for country club dues and fees, effective January 1, 2014.

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        In connection with the relocation of our headquarters to Charlotte, North Carolina in 2002, all our then-employees who relocated, including Messrs. Kearney and Foreman, were eligible to receive interest-free, 20-year relocation loans to finance the purchase of a principal residence. Each of Messrs. Kearney and Foreman received loans in the amount of $1.5 million. Mr. Kearney repaid his loan in full during 2013. Mr. Foreman's loan remains outstanding, and is secured by a mortgage on his residence. Employees, including the NEOs, are required to repay the loan if they cease to be employed by us, sell the residence, change their principal residence, or are transferred from the corporate headquarters. The loan will be forgiven, and federal and state tax gross-ups paid, in the event of death, disability or a change in control. We have not made any relocation loans to officers since 2002.

        Our CEO may utilize our aircraft for personal travel for himself and his family. Other NEOs may be permitted personal use of our aircraft for themselves and their families if approved by our CEO. This benefit enhances security for our officers and allows them to devote more time to SPX business. We report the value of any personal use of our corporate aircraft by NEOs as ordinary taxable income and as compensation in the Summary Compensation Table for 2013 on p. 40.

Retirement and Deferred Compensation Plans

        The NEOs participate in the SPX Corporation Supplemental Retirement Plan for Top Management (the "TMP"). Some of the NEOs are also participants in the SPX US Pension Plan (formerly named the SPX Corporation Individual Account Retirement Plan) (the "IARP") and the SPX Corporation Supplemental Individual Account Retirement Plan (the "SIARP").

        There were no changes to the pension plan benefits or terms for NEOs for 2013. Effective March 10, 2014, changes to the termination provisions of the TMP, SIARP, & SRSP (as defined below) were made to bring them in line with the benefits permitted under the NEOs' change in control agreements.

        In 2013, fluctuating interest rates played a much less significant role in the values we are required to report in the Change in Pension Value and Nonqualified Deferred Compensation Earnings in the Summary Compensation Table, though the impact was still substantial. As discussed in prior years, our plans, particularly with respect to our longer-serving NEOs, are very sensitive to interest rates. As we have in prior years, in the Supplemental CEO Compensation Table for 2013, we provide a calculation reporting the increase in the amount our CEO would actually receive, in addition to the required reporting that includes notional amounts resulting from decreased interest rates.

        The executive retirement program plays a key role in attracting and retaining executive talent. The TMP is the most significant element of this program and has been in place since October 22, 1985. Messrs. Kearney and Foreman have credited service in the TMP since 1997 and 1999, respectively. In each of 2005 and 2009, in response to changing retirement practices, we reduced benefits provided by the TMP for new participants. Changes in 2005 include a reduced benefit, longer accrual period, higher early retirement age and reduction factor, and a 50% survivorship benefit. Changes in 2009 included a longer accrual period than required for earlier participants and required five years of service as an officer before vesting. The Summary Compensation Table for 2013 on p. 40 and the Pension Benefits table on p. 48, and their accompanying footnotes, provide further information concerning the annual increase in benefit value, accrued benefits and other terms of the TMP, IARP and SIARP. Retirement benefits payable upon an NEO's termination of employment are quantified and described in "Potential Payments Upon Termination or Change-in-Control," beginning on p. 52.

        NEOs and other senior-level management are eligible to participate in the SPX Corporation Retirement Savings and Stock Ownership Plan (the "401(k) Plan") and the SPX Corporation

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Supplemental Retirement Savings Plan (the "SRSP"), a non-qualified deferred compensation plan that permits voluntary deferrals of base salary and annual bonuses. See the Nonqualified Deferred Compensation in 2013 table and accompanying narrative and footnotes, beginning on p. 49, for more information regarding these plans.

Termination and Change-in-Control Provisions

        We design termination and change-in-control contractual provisions to be competitive at the time we enter into an agreement. As a result, our agreements have changed over time, with newer agreements generally offering reduced payments and increased vesting obligations.

        In December, 2013, each of our executive officers voluntarily agreed to amend and restate his change of control agreement to, among other things:

    Eliminate the payment of excise tax gross-ups in the event of a change of control. Following this change, the only tax gross-ups that will be paid in the event of a change of control relate to a home loan to one NEO, made in connection with our 2002 relocation to Charlotte;

    Revise the definition of a "change of control" to increase the ownership threshold at which a change of control will be deemed to take place to 25%;

    Require consummation of a business combination (rather than only shareholder approval) to trigger a change of control; and

    Eliminate the right of the executive officer to trigger change of control payments if he terminates his employment "for any reason" following a change of control.

        Our severance arrangements are designed to protect stockholder interests by stabilizing management during periods of uncertainty. Severance arrangements have unique characteristics and value. For example, it may be necessary to offer severance agreements to prospective executives who forego significant bonuses and equity awards at the companies they are leaving or who face relocation expenses and family disruption in order to accept employment with us. Generally, executives are more willing to accept these risks and costs if they are protected in the event their employment is terminated due to unanticipated changes, including a change in control. Additionally, executives often assign significant value to severance agreements because they provide compensation for lost professional opportunities in the event of a change in control.

        Severance agreements also can be a powerful tool to discourage entrenchment of management, in that severance agreements can offset the risk of financial and professional loss that management may face when recommending a sale to or merger with another company. Our severance arrangements are structured to serve the above functions, which differ, and are perceived by recipients to differ, from pay for performance. Accordingly, decisions relating to other elements of compensation have minimal effect on decisions relating to existing severance agreements.

        In the case of a change in control, the NEOs become immediately vested in all previously granted unvested SPX restricted stock, including shares subject to performance vesting at the target level of vesting. This feature is designed to be equitable in the event of dismissal without cause or resignation for good reason, and we believe it is appropriate in the event of termination following a change in control.

        Termination and change-in-control agreements are further discussed and quantified in "Potential Payments Upon Termination or Change-in-Control," beginning on p. 52.

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2014 Compensation Changes

        The Committee approved merit increases of 3.0% for each NEO other than Mr. Smeltser, in line with our view of increases at peer companies, and also in line with increases granted to our other employees. Mr. Smeltser received a 10.0% increase in his salary, as the Committee continued a plan to bring him up to market competitive rates for a CFO of a public company of our size. The Committee also approved salary adjustments of, on average, 3.5% in recognition of each officer's agreement to reduce current and potential benefits, as discussed above. Bonus targets were unchanged for 2014.

        Stock award values were increased, in response to what the Committee viewed as significant progress on key Company strategic and capital initiatives. Mr. Kearney's award value was $6.65 million, Mr. Foreman's award was $2.05 million, and the award value for each of our other NEOs was $1.55 million.

Stock Ownership Guidelines

        We maintain stock ownership guidelines to emphasize the importance of substantive, long-term share ownership by senior executives to align their financial interests with those of stockholders. The guidelines are:

Chief Executive Officer

  500% of salary

Chief Operating Officer

  400% of salary

Other Executive Officers

  300% of salary

Other executives designated by the Committee

  100% - 200% of salary

        Shares held in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines. Unvested performance-based equity awards (both those based on an internal and external metric) are excluded. Officers are asked to attain the desired level of stock ownership within five years of becoming an officer.

        Once an NEO attains the desired level of share ownership, he or she will continue to be compliant with these guidelines even if the NEO later falls below the guideline, provided that the NEO retains at least 50% of the net shares acquired upon exercise of stock options and at least 50% of the net shares acquired pursuant to vested restricted equity awards and vested restricted stock unit grants until he or she again meets or exceeds the guidelines.

        Each NEO was in compliance with these requirements as of January 31, 2014.

    Policy on Hedging

        No SPX employee may trade in derivative securities relating to SPX securities, such as put and call options or forward transactions.

Tax Matters

        We seek to structure executive compensation in a tax efficient manner, and review compensation plans in light of applicable tax provisions, including Section 162(m) of the Internal Revenue Code. To maintain flexibility in structuring executive compensation to achieve its goals and compensation philosophy, the Committee has not adopted a policy requiring all compensation to be tax deductible. We structure our executive officer bonuses to be tax deductible, and therefore a separate plan, the Executive Annual Bonus Plan (the "162(m) Plan") determines whether each NEO qualifies for the payment of bonuses described above, and sets a cap on the amount of bonus that may be awarded and treated as tax-deductible.

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        A portion of the stock awarded to NEOs (the portion described as the "internal metric" stock) vests based on the same trigger as under the 162(m) Plan. In 2013, the 162(m) Plan performance goal was met.

        In the past we agreed to make "gross-up" payments, designed to reimburse an NEO for any excise taxes imposed as a result of payments by us. As noted under "Termination and Change-in-Control Provisions" above, each of our officers agreed to eliminate Section 280G tax gross-ups effective March 10, 2014.

Impact on Compensation from Misconduct—Clawbacks

        If the Board of Directors were to determine that an NEO had engaged in fraudulent or intentional misconduct, it would take action to remedy the misconduct and impose appropriate discipline. Discipline would vary based on the facts and circumstances, but may include termination of employment or other appropriate actions.

        We retroactively adjust compensation in the event of a restatement of financial or other performance results to the extent required by the Sarbanes-Oxley Act of 2002. The 162(m) Plan, provides for repayment or forfeiture of awards under specified circumstances if the company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Any awards earned or accrued during the twelve-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that failed to materially comply with a financial reporting requirement must be paid back to the company. To the extent that the affected award was deferred under a nonqualified deferred compensation plan maintained by the company rather than paid to the executive officer, the deferred amount (and any earnings from it) must be forfeited. Our 2013 equity award agreements provide that awards are subject to any compensation recovery policy adopted by us, as amended from time to time.

Say on Pay Vote

        At the 2013 Annual Meeting, about 67% of the votes cast on the advisory vote on our executive compensation were in favor of our NEO pay as disclosed in the 2013 proxy statement. While this vote was not binding, we value the opinions of our stockholders and the Committee gives weight to your concerns as it evaluates executive compensation. After reviewing these final vote results and other investor feedback, collected from key investors over the past few years, the Committee and our executive officers agreed to a number of significant changes to our executive officer compensation packages, as described above.

        We have determined that our stockholders should vote on a say-on-pay proposal each year, consistent with the preference expressed at our 2011 Annual Meeting. Our board of directors recommends that you vote FOR Proposal No. 2 at the Annual Meeting. For more information, see "Proposal No. 2—Advisory Vote to Approve the Compensation of our Named Executive Officers," beginning on p. 67.

Notes

        The discussion of performance targets in Compensation Discussion and Analysis is exclusively in the context of executive compensation, and you should not use these targets for any other purpose, or regard them as an indication of management's expectations of future results.

        References to "bonuses" are to performance-based payments reflected as Non-Equity Incentive Plan Compensation in the Summary Compensation Table on p. 40.

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COMPENSATION COMMITTEE REPORT

        The Compensation Committee of the SPX Board of Directors consists of three directors. Each of the Compensation Committee members is independent, as defined under SEC rules and the listing standards of the NYSE. Additionally, each member of the Compensation Committee is an "outside director" within the meaning of Section 162(m) of the Internal Revenue Code. The Compensation Committee reviews SPX's "Compensation Discussion and Analysis" on behalf of the Board of Directors.

        The Compensation Committee has reviewed and discussed the "Compensation Discussion and Analysis" with management, and based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the "Compensation Discussion and Analysis" be included in this Proxy Statement and SPX's annual report on Form 10-K for the year ended December 31, 2013.

  Compensation Committee

 

J. Kermit Campbell, Chairman
Emerson U. Fullwood
Terry S. Lisenby

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Summary Compensation Table for 2013

        This table summarizes the compensation for the named executive officers. The "named executive officers" are our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated officers who were serving as officers as of December 31, 2013.

 
  Name and Principal Position
  Year
  Salary
($)(1)

  Stock
Awards
($)(2)

  Non-Equity
Incentive Plan
Compensation(3)

  Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(4)

  All Other
Compensation
($)(5)

  Total
($)

   

 

 

Christopher J. Kearney

    2013   $ 1,147,615   $ 5,199,977   $ 1,824,680   $ 771,380   $ 261,011 (6) $ 9,204,663    

 

 

    Chairman, President

    2012   $ 1,105,250   $ 4,706,700   $ 444,597   $ 3,846,353   $ 466,800   $ 10,569,700    

 

 

    and CEO

    2011   $ 1,073,625   $ 6,312,000   $ 0   $ 4,886,432   $ 390,248   $ 12,662,305    

 

 

Jeremy W. Smeltser

    2013   $ 486,538   $ 1,188,532   $ 484,000   $ 70,908   $ 57,651 (7) $ 2,287,629    

 

 

    Vice President & CFO

    2012   $ 401,677   $ 1,135,523   $ 163,079   $ 125,477   $ 96,736   $ 1,922,492    

 

 

Robert B. Foreman

    2013   $ 788,110   $ 1,485,670   $ 961,950   $ 1,297,713   $ 213,690 (8) $ 4,747,133    

 

 

    Executive Vice President,

    2012   $ 763,377   $ 1,482,611   $ 236,209   $ 3,048,754   $ 353,395   $ 5,884,346    

 

 

    Global Business Systems & Services, President, Asia Pacific

    2011   $ 741,500   $ 1,988,280   $ 0   $ 2,397,304   $ 298,106   $ 5,425,190    

 

 

David A. Kowalski

    2013   $ 548,654   $ 1,188,532   $ 483,000   $ 193,282   $ 81,176 (9) $ 2,494,644    

 

 

    VP, GMO and President,

    2012   $ 514,615   $ 1,176,675   $ 116,480   $ 541,178   $ 123,498   $ 2,472,446    

 

 

    Industrial Products & Services

    2011   $ 477,083   $ 1,104,600   $ 182,260   $ 417,029   $ 377,162   $ 2,558,134    

 

 

Kevin L. Lilly

    2013   $ 503,269   $ 1,188,532   $ 493,680   $ 489,793   $ 100,761 (10) $ 2,776,035    

 

 

    SVP, Secretary &

                                             

 

 

    Gen Counsel

                                             
(1)
Named executive officers are eligible to defer up to 50% of their salaries into the SPX Corporation Retirement Savings & Stock Ownership Plan, a tax-qualified retirement savings plan (the "401(k) Plan") (up to applicable IRS limits), and up to 50% of their salaries into the SPX Corporation Supplemental Retirement Savings Plan, a nonqualified deferred compensation plan (the "SRSP"). In 2013, the named executive officers deferred the following portions of their salaries into the 401(k) Plan and the SRSP:

 
  Name
   
  Deferred into 401(k) Plan
   
  Deferred into SRSP
   

 

 

Mr. Kearney

      $ 17,500       $ 212,023    

 

 

Mr. Smeltser

      $ 12,981       $ 60,000    

 

 

Mr. Foreman

      $ 23,000       $ 140,122    

 

 

Mr. Kowalski

      $ 9,346       $ 29,659    

 

 

Mr. Lilly

      $ 12,634       $ 24,218    
(2)
These grants are generally subject to performance vesting conditions. The amounts reported in the above table were calculated in accordance with Topic 718 to reflect their grant date fair value given vesting requirements. See note 15 to the consolidated financial statements contained in our Annual Reports on Form 10-K for the years ended December 31, 2013, December 31, 2012, and December 31, 2011, for additional information regarding the calculation of these numbers. See the Grants of Plan-Based Awards in 2013 table, on p. 45, for

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    more information on these grants. The values of the grants assuming automatic vesting (no performance requirement) are as follows:

 
  Name
   
  2013
   
  2012
   
  2011
   

 

 

Mr. Kearney

      $ 6,300,723       $ 6,264,000       $ 7,864,000    

 

 

Mr. Smeltser

      $ 1,440,125       $ 1,408,050         N/A    

 

 

Mr. Foreman

      $ 1,800,156       $ 1,973,160       $ 2,477,160    

 

 

Mr. Kowalski

      $ 1,440,125       $ 1,566,000       $ 1,376,200    

 

 

Mr. Lilly

      $ 1,440,125         N/A         N/A    
(3)
In 2014, the year in which they received the 2013 non-equity incentive compensation payout, the named executive officers deferred the following portions of their non-equity incentive compensation awards into the 401(k) Plan and the SRSP:

 
  Name
   
  Deferred into 401(k) Plan
   
  Deferred into SRSP
   

 

 

Mr. Kearney

      $ 0       $ 364,936    

 

 

Mr. Smeltser

      $ 2,588       $ 70,012    

 

 

Mr. Foreman

      $ 0       $ 96,195    

 

 

Mr. Kowalski

      $ 9,531       $ 34,684    

 

 

Mr. Lilly

      $ 9,826       $ 225,761    
(4)
The change in pension value is based on assumed weighted-average discount rates of 3.32% at December 31, 2012, and 4.17% at December 31, 2013. Normal increases in pension value due to changes in pay, additional service, additional age, lump sum interest rate and mortality improvements accounted for the remaining increase for these named executive officers.


There were no above-market earnings on non-qualified deferred compensation to report for any of the named executive officers in 2013.

(5)
The SPX Foundation (the "Foundation") will make matching donations for charitable contributions for any employee up to a total of $20,000 per annum. The Foundation will make matching contributions for each named executive officer up to a total of $50,000 per annum. Amounts reported are matching amounts in excess of the $20,000 match available to all employees.


The incremental cost to us for the personal use of our aircraft includes the variable costs of using the aircraft, including fuel, travel expenses for the crew, airport fees and food and beverages.

(6)
Mr. Kearney received $261,011 in All Other Compensation, including:

$66,861 in matching contributions to the SRSP;

$42,741 representing the change in value between December 31, 2012 and December 31, 2013 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 3.39% and 4.25% on those dates, respectively;

$46,481 that he was deemed to receive in 2013 representing the market interest rate on the $1.5 million interest-free loan that he received in November 2001, in connection with his relocation to Charlotte, North Carolina. This loan was paid in full on August 2, 2013;

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    $52,137 for the incremental cost for the personal use of the company aircraft; and

    $12,750 in matching contributions to the 401(k) plan.


The remaining $40,041 consisted of a car allowance; country club dues; financial planning; executive physical; use of our sports/entertainment boxes; and coverage under the long-term executive disability plan.

(7)
Mr. Smeltser received $57,651 in All Other Compensation, including:

$19,731 in matching contributions to the SRSP; and

$12,750 in matching contributions to the 401(k) plan.


The remaining $25,170 consisted of a car allowance; country club dues; financial planning; use of our sports/entertainment boxes; the incremental cost for the personal use of the company aircraft; the executive retiree medical benefit; and coverage under the long-term executive disability plan.

(8)
Mr. Foreman received $213,690 in All Other Compensation, including:

$38,466 in matching contributions to the SRSP;

$84,000 that he was deemed to receive in 2013 representing the market interest rate on the $1.5 million interest-free loan that he received in February 2002, in connection with his relocation to Charlotte, North Carolina;

$16,817 representing the change in value between December 31, 2012 and December 31, 2013 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 3.39% and 4.25% on those dates, respectively;

$30,000 in charitable matching contributions; and

$12,750 in matching contributions to the 401(k) plan.


The remaining $31,657 consisted of a car allowance; country club dues; financial planning; executive physical; use of our sports/entertainment boxes; the executive retiree medical benefit; and coverage under the long-term executive disability plan.

(9)
Mr. Kowalski received $81,176 in All Other Compensation, including:

$20,507 in matching contributions to the SRSP;

$23,731 representing the change in value between December 31, 2012 and December 31, 2013 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 3.39% and 4.25% on those dates, respectively; and

$12,750 in matching contributions to the 401(k) plan.

The remaining $24,188 consisted of a car allowance; country club dues; use of our sports/entertainment boxes; the incremental cost for the personal use of the company aircraft; the executive retiree medical benefit; and coverage under the long-term executive disability plan.

(10)
Mr. Lilly received $100,761 in All Other Compensation, including:

$18,369 in matching contributions to the SRSP;

$37,466 representing the change in value between December 31, 2012 and December 31, 2013 of the post-retirement key manager life insurance benefit, based on assumed discount rates of 3.39% and 4.25% on those dates, respectively; and

$12,750 in matching contributions to the 401(k) plan.

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    The remaining $32,176 consisted of a car allowance; country club dues; financial planning; executive physical; use of our sports/entertainment boxes; the incremental cost for the personal use of the company aircraft; the executive retiree medical benefit; and coverage under the long-term executive disability plan.

        The above benefits are provided pursuant to the terms of employment agreements with each named executive officer. The agreements are the same with the exception of differing titles (and associated reporting responsibilities), annual base salary levels, severance entitlements, retiree medical terms, allowance amounts for annual income tax return preparation and financial planning, and with respect to Messrs. Smeltser, Kowalski, and Lilly, a different employment term duration. Messrs. Kearney and Foreman's agreements have a rolling two-year term. Messrs. Kowalski and Lilly have a rolling one-year term. The expiration date for these rolling term agreements is automatically extended by one day for each day of the term that elapses. Mr. Smeltser's agreement has a one-year term that extends annually, subject to a one hundred eighty (180) day notice provision.

        Under the agreements, any annual base salary rate reductions require the named executive officer's consent. The agreements provide for participation in any annual performance bonus plans, long-term incentive plans, and equity-based compensation plans that we establish or maintain for our officers. The agreements further provide for continuation of all other senior executive benefit plans offered by us, subject to our right to modify, suspend or discontinue the plans. Business expense reimbursement, perquisites and vacation entitlements also are provided pursuant to the agreements.

        See "Compensation Discussion and Analysis" beginning on p. 24, for further discussion and explanation of each element of compensation.

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Supplemental CEO Compensation Table for 2013

        This table summarizes 2013 compensation for our CEO, first repeating the amounts reported in the Summary Compensation Table for 2013, then presenting those amounts adjusted to (1) reduce the amount of equity awards by the previously reported value of the equity award forfeited based on performance, and (2) reduce the amount of Change in Pension Value and Nonqualified Deferred Compensation Earnings so that it reflects only the actual increase in the lump-sum payment Mr. Kearney would have received had he left the company on December 31, 2013 over what he would have received had he left on December 31, 2012. See "Compensation Discussion and Analysis—Overview—Pay for Performance/Accountability—Net Actual Compensation," on p. 26 for an explanation as to why we think it is appropriate to consider the impact of these two items on our CEO's compensation. We caution you that these adjusted numbers are not readily comparable to numbers provided by other companies, and should not be viewed as a substitute for the numbers reported in the Summary Compensation Table. The Compensation Committee considers the impact of these adjustments when reviewing and setting NEO compensation.

 
  Name and Principal Position
   
   
   
  Salary
   
  Stock
Awards

   
  Non-Equity
Incentive Plan
Compensation

   
  Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings

   
  All Other
Compensation

   
  Total
   

 

 

Christopher J. Kearney
Chairman, President,
and CEO

      As Reported in Summary Compensation Table       $ 1,147,615       $ 5,199,977       $ 1,824,680       $ 771,380       $ 261,011       $ 9,204,663    
         
 

 

          Previously Reported Value of Forfeited Equity award                 $ (2,105,312 )                                   $ (2,105,312 )  
         
 

 

          Amount Not Attributable to Increase in Lump-Sum Payout                                     $ (738,138 )               $ (738,138 )  
         
 

 

          Net Actual Compensation       $ 1,147,615       $ 3,094,665       $ 1,824,680       $ 33,242       $ 261,011       $ 6,361,213    

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Grants of Plan-Based Awards in 2013

        The following table provides information regarding equity and non-equity awards granted to the named executive officers in 2013.

 

                                Estimated Future
Payouts Under
Non-Equity
Incentive Plan
Awards
      Estimated Future Payouts Under
Equity Incentive Plan Awards
 
        Grant Date
Fair Value of
Stock
   

 

 

Name

        Grant Date (1)         Award Date (1)         Maximum
($) (2)
        Threshold
(#)
        Target
(#)
        Maximum
# (3)
        Awards
($) (4)
   

 

 

Christopher J. Kearney

        1/2/2013         12/19/2012       $ 3,016,000         40,791         89,410         105,617       $ 5,199,977    

 

 

Jeremy W. Smeltser

        1/2/2013         12/19/2012       $ 800,000         9,323         20,436         24,140       $ 1,188,532    

 

 

Robert B. Foreman

        1/2/2013         12/19/2012       $ 1,590,000         11,654         25,545         30,175       $ 1,485,670    

 

 

David A. Kowalski

        1/2/2013         12/19/2012       $ 920,000         9,323         20,436         24,140       $ 1,188,532    

 

 

Kevin L. Lilly

        1/2/2013         12/19/2012       $ 816,000         9,323         20,436         24,140       $ 1,188,532    
(1)
The Compensation Committee approved annual equity awards and participation in the 162(m) Plan bonuses at the December 2012 Compensation Committee meeting. The Compensation Committee determines the effective date of equity awards without regard to current or anticipated stock price levels or the release of material non-public information.

(2)
Represents the maximum amount payable under the 162(m) Plan if the performance target is reached, subject to the Committee's ability, in its sole discretion, to reduce the amount actually paid. In 2013, the Committee determined the amount payable under the 162(m) Plan by reference to the Executive Bonus Plan performance metrics. See "Compensation Discussion and Analysis—2013 Compensation—Bonuses— Bonus Awards," beginning on p. 29 for further discussion of this practice. The following table shows the minimum, target and maximum payouts in the Executive Bonus Plan matrix, upon which the Committee based the 2013 bonus payments of our named executive officers.


 

   
  Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
 
  Name
   
  Threshold
($)

   
  Target
($)

   
  Maximum
($)

   

 

 

Christopher J. Kearney

      $ 377,000       $ 1,508,000       $ 3,016,000    

 

 

Jeremy W. Smeltser

      $ 100,000       $ 400,000       $ 800,000    

 

 

Robert B. Foreman

      $ 198,750       $ 795,000       $ 1,590,000    

 

 

David A. Kowalski

      $ 115,000       $ 460,000       $ 920,000    

 

 

Kevin L. Lilly

      $ 102,000       $ 408,000       $ 816,000    
(3)
Assumes all stock will vest. See "Compensation Discussion and Analysis—2013 Compensation—Equity-Based Awards," beginning on p. 32, for a description of the performance vesting requirements. All shares are subject to performance requirements.

(4)
Represents the Topic 718 grant date fair value, based on the closing price of our stock on the day prior to the grant. See note 15 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2013 for the assumptions made in the valuation of these awards.

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Outstanding Equity Awards at Fiscal Year-End 2013

        The following table sets forth information detailing the outstanding equity awards held by each of our named executive officers at December 31, 2013. No options were outstanding at December 31, 2013.

 
   
  Stock Awards
 
  Name
   
  Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)

   
  Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(1)($)

   

 

 

Christopher J. Kearney

        24,584 (2a)     $ 2,448,812    

 

            64,826 (2b)     $ 6,457,318    

 

            66,667 (3)     $ 6,640,700    

 

            66,667 (4)     $ 6,640,700    

 

 

Jeremy W. Smeltser

        5,619 (2a)     $ 559,709    

 

            14,817 (2b)     $ 1,475,921    

 

            11,667 (3)     $ 1,162,150    

 

            5,000 (5)     $ 498,050    

 

            8,333 (4)     $ 830,050    

 

 

Robert B. Foreman

        7,024 (2a)     $ 699,661    

 

            18,521 (2b)     $ 1,844,877    

 

            21,000 (3)     $ 2,091,810    

 

            21,000 (4)     $ 2,091,810    

 

 

David A. Kowalski

        5,619 (2a)     $ 559,709    

 

            14,817 (2b)     $ 1,475,921    

 

            16,667 (3)     $ 1,660,200    

 

            11,667 (4)     $ 1,162,150    

 

 

Kevin L. Lilly

        5,619 (2a)     $ 559,709    

 

            14,817 (2b)     $ 1,475,921    

 

            13,334 (3)     $ 1,328,200    

 

            13,333 (4)     $ 1,328,100    
(1)
Based on the closing price of $99.61 of our common stock on December 31, 2013.

(2a)
Restricted shares awarded on January 2, 2013 vest at the rate of 331/3 percent per year, subject to satisfaction of internal performance criteria for the applicable year, with vesting dates of February 25, 2014, February 25, 2015, and February 25, 2016.

(2b)
Restricted shares awarded on January 2, 2013 become eligible to vest January 2, 2016, subject to satisfaction of external performance criteria for the three-year performance period.

(3)
Restricted shares awarded on January 3, 2012 vest at the rate of 331/3 percent per year, subject to satisfaction of performance criteria for the applicable year, with vesting dates of January 3, 2013, January 3, 2014, and January 3, 2015.

(4)
Restricted shares awarded on March 1, 2011 vest at the rate of 331/3 percent per year, subject to satisfaction of performance criteria for the applicable year, with vesting dates of March 1, 2012, March 1, 2013, and March 1, 2014.

(5)
Restricted shares awarded on August 6, 2012 fully vest on August 6, 2015.

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Option Exercises and Stock Vested in 2013

        The following table sets forth stock vested for each of our named executive officers in 2013. Our named executive officers did not exercise any options during 2013.

 
   
  Stock Awards
 
  Name
   
  Number of
Shares
Acquired on
Vesting
(#)

   
  Value
Realized on
Vesting
($)(1)

   

 

 

Christopher J. Kearney

        96,666       $ 7,447,916    

 

 

Jeremy W. Smeltser

        14,167       $ 1,082,022    

 

 

Robert B. Foreman

        31,500       $ 2,430,645    

 

 

David A. Kowalski

        20,000       $ 1,526,537    

 

 

Kevin L. Lilly

        20,000       $ 1,543,273    
(1)
Based on the market value at time of vesting. Vesting occurred in early 2013 based on the performance of our stock through December 31, 2012.

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Pension Benefits

        The following table sets forth the net present value of accumulated benefits payable to each of the named executive officers, including the number of years credited service. No pension benefits payments were made to any other named executive officers during the 2013 fiscal year.

    Name       Plan Name (1)         Number of Years
Credited
Service
(#)
        Present Value of
Accumulated
Benefit (2)
($)
        Payments during
the last
fiscal year
($)
   
    Christopher J. Kearney       TMP         15.00       $ 32,919,831       $ 0    
            IARP         16.88       $ 556,436       $ 0    
            SIARP         16.88       $ 1,675,224       $ 0    

 

 

Jeremy W. Smeltser

 

 

 

TMP

 

 

 

 

4.67

 

 

 

$

341,527

 

 

 

$

0

 

 
            IARP         0       $ 0       $ 0    
            SIARP         0       $ 0       $ 0    

 

 

Robert B. Foreman

 

 

 

TMP

 

 

 

 

14.65

 

 

 

$

16,443,642

 

 

 

$

0

 

 
            IARP         14.65       $ 395,149       $ 0    
            SIARP         14.65       $ 944,055       $ 0    

 

 

David A. Kowalski

 

 

 

TMP

 

 

 

 

8.36

 

 

 

$

1,684,881

 

 

 

$

0

 

 
            IARP         14.45       $ 277,258       $ 0    
            SIARP         14.45       $ 268,593       $ 0    

 

 

Kevin L. Lilly

 

 

 

TMP

 

 

 

 

8.00

 

 

 

$

3,242,333

 

 

 

$

0

 

 
            IARP         0       $ 0       $ 0    
            SIARP         0       $ 0       $ 0    
(1)
The names of the pension plans are the SPX Corporation Supplemental Retirement Plan for Top Management (the "TMP"), the SPX US Pension Plan (formerly named the SPX Corporation Individual Account Retirement Plan) (the "IARP") and the SPX Corporation Supplemental Individual Account Retirement Plan ("SIARP").

Upon designation by the Compensation Committee, named executive officers participate in the TMP. For those named executive officers who became participants in the TMP prior to August 24, 2005 (Messrs. Kearney and Foreman), the benefit formula is 60% of final average pensionable earnings (highest three of last ten calendar years of employment). This target benefit accrues ratably over a 15-year period with the officer receiving the maximum benefit after 15 years. A participant may retire as early as age 55, but benefits payable at early retirement are reduced 3% per year from age 60.

For those named executive officers who became participants in the TMP on or after August 24, 2005 (Messrs. Smeltser, Kowalski, and Lilly), the benefit formula is 50% of final average pensionable earnings (highest 3 of last 10 calendar years of employment). For Mr. Smeltser, this target benefit accrues ratably over a 25-year period with the officer receiving the maximum benefit after 25 years. For Messrs. Kowalski and Lilly, this target benefit accrues ratably over a 20-year period with the officer receiving the maximum benefit after 20 years. A participant's benefits may commence as early as age 55, but benefits payable at early retirement are reduced 4% per year from age 62.

For all participants in the TMP other than Mr. Smeltser, the benefit vests after 5 years of service. For Mr. Smeltser, this benefit vests after 5 years of service as an officer. Any payments made from the IARP and SIARP reduce amounts payable under the TMP.

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    The IARP is a tax-qualified cash-balance defined benefit pension plan covering certain salaried and hourly employees. Employees hired after December 31, 2000 are not eligible to participate in the IARP. The IARP provides participants an account balance credited with principal credits and interest credits, which vests after 3 years of service.

    The SIARP is a nonqualified defined benefit plan that provides benefits in excess of the limitation on benefits imposed by the Internal Revenue Code for certain IARP participants. The SIARP provides a benefit equal to the difference between (i) the amount of IARP benefit to which the participant would have been entitled if such benefit were computed without giving effect to the limitations under the Internal Revenue Code less (ii) the amount of the IARP benefit actually payable to the participant.

    Participants in the TMP, IARP, and SIARP may elect to receive their benefits in a lump sum or annuity form of payment.

    In general, "pensionable earnings" for purposes of the TMP and SIARP is the amount reported as wages on a participant's Form W-2 and paid prior to termination of employment, increased by (i) amounts contributed by the participant to the 401(k) Plan, SRSP and the SPX Corporation Flexible Spending Account Plans, and (ii) vacation and holiday pay (but not severance pay) paid after termination of employment. "Pensionable earnings" does
    not include the following amounts: (i) reimbursements or other expense allowances, (ii) fringe benefits (cash and non-cash), (iii) moving expenses, (iv) welfare benefits, (v) deferred compensation, (vi) the value of restricted shares and other equity awards, (vii) severance pay paid after termination of employment, and (viii) employer-provided automobiles, mileage reimbursements and car allowances for which no documentation is required, hiring bonuses or other special payments, taxable and non-taxable tuition reimbursements, the taxable value of physical examinations and group term life insurance coverage in excess of $50,000, and other similar amounts not paid in cash that are required to be included in taxable income under the Internal Revenue Code.

(2)
The Present Value of Accumulated Benefit assumes a weighted-average discount rate of 4.17% at December 31, 2013 and that payments commence at an unreduced retirement age of 60 years old (62 years old for each of Messrs. Smeltser, Kowalski, and Lilly). All other assumptions and methods are consistent with those used for financial reporting (e.g., mortality table and form of payments), except that there has been no consideration of future pay.


Nonqualified Deferred Compensation in 2013

        The following table sets forth information relating to the SRSP. Named executive officers and other senior-level management are eligible to participate in the SRSP, a nonqualified deferred compensation plan that allows them to make pre-tax deferrals in excess of those permitted by the 401(k) Plan. Named executive officers may defer up to 50% of their base compensation (excluding bonuses) and up to 100% of their annual bonuses into the SRSP. Both base compensation and bonus deferral elections are made at least six months prior to the beginning of the year to which they relate.

        A company match is made to the SRSP after the maximum company match has been made under the 401(k) Plan and is allocated to the fund(s) as selected by the participant. The maximum match available between both the SRSP and 401(k) Plan is 5% of eligible compensation, provided that total contributions in both plans combined are equal to or greater than 6% of eligible compensation.

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        In general, "eligible compensation" for purposes of the SRSP is the amount reported as wages on a participant's Form W-2, (A) increased by (i) amounts contributed by the participant to the 401(k) Plan and the SPX Corporation Flexible Spending Account Plans, and (ii) vacation and holiday pay paid after termination of employment; and (B) decreased by (i) reimbursements or other expense allowances, (ii) fringe benefits (cash and non-cash), (iii) moving expenses, (iv) welfare benefits (provided that short-term disability payments are included and long-term disability payments are excluded), (v) employer-provided automobiles, mileage reimbursements and car allowances for which no documentation is required, taxable and non-taxable tuition reimbursements and the taxable value of physical examinations and group term life insurance coverage in excess of $50,000, (vi) pay in lieu of notice, (vii) deferred compensation, (viii) the value of restricted shares and other equity awards, and (ix) severance pay paid after termination of employment.

        All matching contributions into the 401(k) Plan are invested initially in the SPX Common Stock Fund and are allocated in the form of units. The units consist primarily of SPX common stock, with a portion of the fund in cash, for purposes of administrative convenience. All matching contributions into the SRSP are made in cash and invested according to the participant's elections. All participant and matching contributions vest immediately. There is no minimum holding period. The SRSP is unfunded and earnings are credited on account balances based on participant direction within the same investment choices available in the 401(k) Plan, except that the SPX Company Stock Fund and a stable value fund are not available under the SRSP. All returns in the SRSP and the 401(k) Plan are at market rates. In-service distributions are not allowed under the SRSP. SRSP participants elect the form and timing of payment of their SRSP deferral account prior to the year in which it is deferred. All amounts deferred under the SRSP after 2009 will be paid in a lump sum payment six months following termination of employment. Participants may elect to receive their pre-2009 accounts in a lump sum, annual installments (two to ten years) or monthly installments (up to 120 months) upon separation from service, on a date that is a specified number of months after retirement or separation from service, or on a specified date following separation from service (no later than attainment of age 701/2).

 

 

Name

        Executive
Contributions
in Last FY (1)
        Registrant
Contributions
in Last FY (2)
        Aggregate
Earnings
in Last FY (3)
        Aggregate
withdrawals/
distributions
        Aggregate
Balance
at Last FYE (4)
   

 

 

Christopher J. Kearney

      $ 300,943       $ 66,861       $ 1,369,418       $ 0       $ 8,177,589    

 

 

Jeremy W. Smeltser

      $ 73,295       $ 19,731       $ 42,040       $ 0       $ 330,195    

 

 

Robert B. Foreman

      $ 163,743       $ 38,466       $ 771,828       $ 0       $ 4,154,053    

 

 

David A. Kowalski

      $ 29,659       $ 20,507       $ 5,271       $ 0       $ 645,798    

 

 

Kevin L. Lilly

      $ 24,218       $ 18,369       $ 217,365       $ 0       $ 1,335,234    
(1)
Contributions to the SRSP consisted of the following amounts reported in the Summary Compensation Table:

 

 

Name

        2013 Salary         2012 Non-Equity Incentive
Plan Compensation
   

 

 

Mr. Kearney

      $ 212,023       $ 88,819    

 

 

Mr. Smeltser

      $ 60,000       $ 13,295    

 

 

Mr. Foreman

      $ 140,122       $ 23,621    

 

 

Mr. Kowalski

      $ 29,659       $ 0    

 

 

Mr. Lilly

      $ 24,218       $ 0    

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(2)
Represents matching amounts contributed by us to the SRSP. These amounts have been included in the All Other Compensation column of the Summary Compensation Table.

(3)
Aggregate earnings under the SRSP are not above-market and, accordingly, are not included in the Summary Compensation Table.

(4)
In addition to the amounts in footnote (1), includes the following amounts of contributions to the SRSP reported as compensation in the Summary Compensation Table for the:

Year ended December 31, 2012: Mr. Kearney, $204,050; Mr. Smeltser, $48,646; Mr. Foreman, $135,675; and Mr. Kowalski, $0.00.

Year ended December 31, 2011: Mr. Kearney, $198,104; Mr. Foreman, $131,715; and Mr. Kowalski, $23,423.

Year ended December 31, 2010: Mr. Kearney, $193,500; Mr. Foreman, $128,500; and Mr. Kowalski, $21,808.

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Potential Payments Upon Termination or Change-in-Control

        We have entered into agreements, including an employment agreement, a change-in-control agreement and stock plan award agreements, with each of our named executive officers governing compensation in the event of a termination of employment or a change in control of our company. The following tables set forth the expected benefit to be received by each named executive officer in the event of his termination resulting from various scenarios, assuming a termination date of December 31, 2013 and a stock price of $99.61, our closing stock price on December 31, 2013. The following tables should be read in connection with the Pension Benefits table, on p. 48. Assumptions and explanations of the numbers set forth in the tables below are set forth in the footnotes to, and in additional text following, the tables.

GRAPHIC

    Christopher J. Kearney                              
              (a) Voluntary
Resignation or
(b) Involuntary
Termination
For Cause
        Disability         Death
Pre-retirement
        Involuntary
Without
Cause/Voluntary
Resignation
for Good
Reason
        Termination
Following
Change in
Control
   
    Salary       $ 0       $ 0       $ 0       $ 2,320,000 (1)     $ 3,480,000 (2)  
    Bonus       $ 0       $ 0       $ 0       $ 3,649,360 (3)     $ 5,474,040 (4)  
    Value of Accelerated Equity (5)       $ 22,187,530 (5.a)                                          
            $ 0 (5.b)     $ 22,187,530       $ 22,187,530       $ 22,187,530       $ 22,187,530    
    Retirement Plans (6)       $ 539,882 (6.a)     $ 0       $ 539,882 (6.b)     $ 2,074,911 (6.c)     $ 2,047,286 (6.d)  
    All Other Compensation (7)       $ 1,350,656 (7.a)                                          
            $ 111,538 (7.b)     $ 7,138,285       $ 4,674,457       $ 1,495,112       $ 1,543,209    
    280G Tax Gross-Up         N/A         N/A         N/A         N/A       $ 15,403,532 (8)  
    TOTAL       $ 24,078,068 (5.a)     $ 29,325,815       $ 27,401,869       $ 31,726,913       $ 50,135,596    
            $ 651,420 (5.b)                                          
                                         

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    Robert B. Foreman                              
              (a) Voluntary
Resignation or
(b) Involuntary
Termination
For Cause
        Disability         Death
Pre-retirement
        Involuntary
Without
Cause/Voluntary
Resignation
for Good
Reason
        Termination
Following
Change
in Control
   
    Salary       $ 0       $ 0       $ 0       $ 1,590,000 (1)     $ 2,385,000 (2)  
    Bonus       $ 0       $ 0       $ 0       $ 1,923,900 (3)     $ 2,885,850 (4)  
    Value of Accelerated Equity (5)       $ 6,728,157 (5.a)                                          
            $ 0 (5.b)     $ 6,728,157       $ 6,728,157       $ 6,728,157       $ 6,728,157    
    Retirement Plans (6)       $ 1,143,189 (6.a)     $ 0       $ 1,143,189 (6.b)     $ 2,859,467 (6.c)     $ 3,489,819 (6.d)  
    All Other Compensation (7)       $ 1,032,843 (7.a)                                          
            $ 76,442 (7.b)     $ 7,765,831       $ 6,170,178       $ 1,145,826       $ 4,159,358    
    280G Tax Gross-Up         N/A         N/A         N/A         N/A       $ 8,860,796 (8)  
    TOTAL       $ 8,904,190 (5.a)                                          
            $ 1,219,631 (5.b)     $ 14,493,988       $ 14,041,524       $ 14,247,351       $ 28,508,980    
                                         
(1)
Two times annual salary at time of termination.

(2)
Greater of three times annual salary immediately prior to change in control or time of termination.

(3)
Greater of two times actual bonus for prior year or average for the three prior years, plus the amount, if any, by which the bonus that would have been paid for the bonus plan year in which such termination occurs, based on the performance level actually attained, exceeds actual bonus for the prior year or the average for the three prior years.

(4)
Greater of three times highest earned bonus amount for three years prior to termination year or target or earned bonus for the termination year.

(5)
Value of vesting in all unvested restricted stock. Messrs. Kearney and Foreman are retirement eligible. Equity awards remain subject to the original performance requirements for retirement eligible executive officers who voluntarily resign. Retirement eligibility requires that the named executive officer has reached the age of 55 and has five years of credited service, at least three of which must be with SPX. In the table above, 5.a discloses the amounts Messrs. Kearney and Foreman would receive in the case of a voluntary termination, and 5.b discloses the amounts Messrs. Kearney and Foreman would receive for involuntary for cause termination.


The values in the table assume that all applicable performance vesting requirements will be met, all of the value of the above stock is subject to performance vesting requirements in the cases of termination by SPX without cause, and voluntary termination by the executive for good reason.

(6)
Estimated increase in pension value from the total amount set forth in the Pension Benefits table, on p. 48, resulting from:

6.a—the benefit becoming payable immediately, rather than age 60.

6.b—the benefit being paid in a lump sum immediately, rather than being paid in the form elected at age 60.

6.c—credit for two additional years of age and service, and the benefit becoming payable at age 55, rather than age 60.

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Table of Contents

    6.d—credit for three additional years of age and service, and the benefit being immediately payable as a lump sum, rather than being paid in the form elected at age 60, and the application of an alternative definition of final average pay.

(7)
Does not include 280G tax gross-up. Includes:
    Relocation loan forgiveness:  In the event of permanent disability, death or a change in control, a $1,500,000 loan made by us to Mr. Foreman in connection with his relocation to Charlotte would be forgiven and he would receive gross-ups for federal and state tax liabilities in the amount of $1,482,107. The terms and circumstances of this loan are described more fully under "Compensation Discussion and Analysis—Other Benefits and Perquisites," on p. 34.

    Accrued vacation time:  Salary for five weeks of accrued vacation time, for each termination scenario, for each of Messrs. Kearney and Foreman, in the amount of $111,538 and $76,442, respectively.

    Life insurance:  Values for life insurance in an amount equal to, in the case of:

    Involuntary termination without cause or voluntary termination for good reason, two times annual salary for two years, with a present value estimated, for each of Messrs. Kearney and Foreman, in the amount of $886,439 and $558,045, respectively;

    Termination following a change in control, two times annual salary at the time of termination for three years, and an amount equal to the annual salary for the remainder of his life, with a present value estimated, for each of Messrs. Kearney and Foreman, in the amount of $898,054 and $564,105, respectively;

    Disability, two times annual salary at the time of termination to age 65, with a present value estimated, for each of Messrs.