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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 Q
Filed by a Party other than the Registrant c

Check the appropriate box:
c    Preliminary Proxy Statement
c    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Q    Definitive Proxy Statement
c    Definitive Additional Materials
c    Soliciting Material under §240.14a-12

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SPX Technologies, Inc.
(Name of Registrant as Specified In Its Charter)


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

Payment of Filing Fee (Check all boxes that apply):

Q    No fee required.
c    Fee paid previously with preliminary materials.
c    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(1)



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2024 Notice of Annual
Meeting of Stockholders
and Proxy Statement
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Fellow Stockholders:
On behalf of the Board of Directors, we invite you to attend the SPX Technologies, Inc. 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2024, at 8:00 a.m. (Eastern Time). The Annual Meeting will be held by a virtual format, conducted via live webcast.
2023 Review – Another Highly Successful Year
SPX Technologies had another highly successful year in 2023. Our financial and operational performance reached new heights and we achieved several of our 2025 financial targets ahead of schedule. For the year, our consolidated revenue increased 19.2%, with strong contributions from organic growth and the acquisitions of TAMCO and ASPEQ. Our HVAC segment achieved record performance with year-on-year growth in segment income of 73.0% and segment income margins of 20.9%.
We also made significant advances in our key initiatives in 2023. Investments in both continuous improvement and digital contributed to our revenue growth and margin improvement during the year and helped position us for continued success. On our sustainability initiative, we reported strong progress towards our greenhouse gas emissions reduction targetand the lowest level of water usage across our operations in years. Finally, we eliminated one of the largest remaining risks to the organization through settlement of our long standing disputes in South Africa. This was a multi-year, highly complex undertaking and the removal of this risk has allowed us to enhance our focus on our strategic growth objectives.
Well Positioned For Further Growth Ahead
We entered 2024 well positioned to continue our growth journey. After deploying $547 million towards acquisitions in 2023, we ended the year in a very strong financial position. We have historically high levels of backlog in both our HVAC and Detection & Measurement segments, and overall customer demand for our products remains robust. In February 2024, we completed the acquisition of Ingénia, further building on our strong position in Engineered Air Movement within our HVAC Cooling platform. We have also strengthened our team with the addition of exceptional leaders and organized our segment structure to optimize performance.
Looking ahead, we will continue to closely adhere to our successful value creation roadmap, focusing on new product introductions, digital and software innovations, and a culture of continuous improvement in all aspects of our business. We will continue making efficiency-enhancing investments and pursuing strategic acquisitions across our platforms.
We will also maintain our focus on sustainability as a key pillar of our growth journey. This includes further aligning this initiative with our continuous improvement and new product development processes. We will also make continued investments in our people through training, education, talent management programs, and Diversity & Inclusion initiatives.
Our midpoint guidance for 2024 reflects another year of double-digit increases in adjusted earnings per share and adjusted EBITDA, excluding any impact from further potential capital deployment. We believe that the goals we have set reflect a high level of expectations for our team, and a commitment to delivering the strong performance that investors have come to expect from SPX Technologies.
Meeting Attendance and Voting
All SPX stockholders of record at the close of business on March 18, 2024, are entitled to vote on the matters listed at the Annual Meeting. To ensure that your shares will be represented, we ask you to vote by telephone, mail, or over the internet as soon as possible.
On behalf of the Board of Directors and our leadership team, we would like to express our gratitude to our employees for working tirelessly to achieve our goals, and to you, our stockholders, for your valuable feedback and continued interest in SPX Technologies.
Sincerely,
Patrick O’Leary
Chairman of the Board of Directors    
Gene Lowe
President and Chief Executive Officer
† Reduction of scope 1 and scope 2 greenhouse gas emissions relative to consolidated revenue, using 2019 as the baseline year.


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6325 Ardrey Kell Rd, Suite 400
Charlotte, North Carolina 28277
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
Tuesday, May 14, 2024
8:00 a.m. (Eastern Time)
Virtually via live webcast at meetnow.global/MKHVHJL.
There is no physical location for the 2024 Annual Meeting of Stockholders. Further information regarding attendance, including how to access the virtual meeting, is set forth in the “Question and Answers” section of the accompanying proxy statement. In this notice and throughout the proxy statement, we refer to SPX Technologies, Inc. as “SPX,” the “Company,” “we” or “us.”
Agenda
The principal business of the Annual Meeting will be to:
1.Elect the three nominees named in our Proxy Statement to serve as directors until our 2027 Annual Meeting;
2.Approve our named executive officers’ compensation, on a non-binding advisory basis;
3.Approve an amendment to the Company’s Amended and Restated Certificate of Incorporation (our “Certificate of Incorporation”) to provide for the annual election of the Board of Directors;
4.Approve an amendment to our Certificate of Incorporation to provide for exculpation of certain officers as permitted by recent amendments to Delaware law;
5.Approve an amendment to our Certificate of Incorporation to add a Delaware forum selection provision for certain legal actions;
6.Approve an amendment to our Certificate of Incorporation to add a federal forum selection provision for claims under the Securities Act of 1933, as amended (the “Securities Act”);
7.Ratify our Audit Committee’s appointment of our independent registered public accounting firm for 2024; and
8.Transact any other business properly brought before the meeting or any adjournment thereof.
Record Date
March 18, 2024. You may vote during the virtual Annual Meeting or by proxy if you were a stockholder of record at the close of business on March 18, 2024. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.
Proxy Materials
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,
John W. Nurkin
Vice President, General Counsel and Secretary
Approximate Date of Mailing of Proxy Materials or
Notice of Internet Availability:
April 4, 2024



TABLE OF CONTENTS
Director Compensation Table
Nominees for Election
Directors Continuing to Serve Until the 2025 Annual Meeting
Directors Continuing to Serve Until the 2026 Annual Meeting
Director and Nominee Skills and Experience
Stock Ownership Guidelines
Directors and Executive Officers
Principal Stockholders
Section 16(a) Reports
Compensation Discussion and Analysis
Risk Analysis
Compensation Committee Report
Compensation Tables
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
Nonqualified Deferred Compensation
Potential Payments upon Termination or Change-In-Control
CEO Pay Ratio
Pay Versus Performance Disclosure
Equity Compensation Plan Information



Audit Committee Report
Other Audit Information
Audit and Non-Audit Fee Table
Pre-Approval By Audit Committee
Proxy Materials
Annual Meeting
Voting and Quorum
Communications and Stockholder Proposals
Non-GAAP Financial Measures: Our adjusted earnings per share guidance and adjusted EBITDA guidance for full year 2024 are not measures under generally accepted accounting principles in the United States (“GAAP”) and exclude items, which would be included in our comparable GAAP financial measures, that we do not consider indicative of our on-going performance; and each is calculated in a manner consistent with the presentation of the similarly titled historical non-GAAP measure presented in our earnings release for the quarter and fiscal year ended December 31, 2023 furnished as Exhibit 99.1 to our Current Report on Form 8-K dated February 22, 2024. These items include, but are not limited to, acquisition related costs, costs associated with dispositions, and potential non-cash income or expense items associated with changes in market interest rates and actuarial or other data related to our pension and postretirement plans, as the ultimate aggregate amounts associated with these items are out of our control and/or cannot be reasonably predicted. Accordingly, a reconciliation of our non-GAAP financial guidance to the most comparable GAAP financial measures is not practicable. The full-year guidance excludes impacts from future acquisitions, dispositions and related transaction costs, restructuring costs, incremental impacts of tariffs and trade tensions on market demand and costs subsequent to December 31, 2023, the impact of foreign exchange rate changes subsequent to December 31, 2023, and environmental and litigation charges. See Appendix E for additional information with respect to certain non-GAAP financial measures used to evaluate performance for the purpose of executive officer incentive compensation, which is discussed elsewhere in this Proxy Statement.



Proxy Statement
Annual Meeting of Stockholders
The Annual Meeting of our stockholders will be held at 8:00 a.m. (Eastern Time), on Tuesday, May 14, 2024, virtually on the internet.
You will be able to attend the Annual Meeting, vote (if you are a stockholder of record) and submit questions during the meeting by visiting meetnow.global/MKHVHJL. Stockholders who hold shares of our common stock in “street name” may direct the holder of record how to vote their shares at the meeting by following the instructions that they receive from the holder of record.
We are furnishing this Proxy Statement to our stockholders of record as of March 18, 2024 in connection with the solicitation of proxies by our Board of Directors for the 2024 Annual Meeting of Stockholders and any adjournment or postponement of the meeting.
Our 2023 Annual Report to Stockholders, which includes our annual report on Form 10-K without exhibits, accompanies this Proxy Statement. You may obtain a copy of the exhibits described in the Form 10-K for a fee upon request. Please contact Paul Clegg, Vice President, Investor Relations and Communications, SPX Technologies, Inc., 6325 Ardrey Kell Rd, Suite 400, Charlotte, North Carolina 28277.
Important Notice Regarding the Availability of Proxy Materials
for the 2024 Annual Meeting of Stockholders:
The Notice of Annual Meeting, Proxy Statement, and our 2023 Annual Report to Stockholders are available electronically at
www.envisionreports.com/SPXC (for stockholders of record) or
www.edocumentview.com/SPXC (for all other stockholders).
Certain statements in this Proxy Statement are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the safe harbor created thereby. The words “guidance,” “believe,” “expect,” “anticipate,” “project” and similar expressions identify forward-looking statements. Actual results may differ materially from these statements. Please consider these forward-looking statements in conjunction with the Company’s documents filed with the Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K, which identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements, including the following: cyclical changes and specific industry events in the Company’s markets; changes in anticipated capital investment and maintenance expenditures by customers; availability, limitations or cost increases of raw materials and/or commodities that cannot be recovered in product pricing; the impact of competition on profit margins and the Company’s ability to maintain or increase market share; inadequate performance by third-party suppliers and subcontractors for outsourced products, components and services and other supply-chain risks; the uncertainty of claims resolution, including with respect to, environmental and other contingent liabilities; the impact of climate change and any legal or regulatory actions taken in response there to; cyber-security risks; risks with respect to the protection of intellectual property, including with respect to the Company’s digitalization initiatives; the impact of overruns, inflation and the incurrence of delays with respect to long-term fixed-price contracts; defects or errors in current or planned products; the impact of pandemics and governmental and other actions taken in response; domestic economic, political, legal, accounting and business developments adversely affecting the Company’s business, including regulatory changes; changes in worldwide economic conditions, including as a result of geopolitical conflicts; uncertainties with respect to SPX’s ability to identify acceptable acquisition targets; uncertainties with respect to integrating acquisitions and achieving cost savings and other benefits from acquisitions; the impact of retained liabilities of disposed businesses; potential labor disputes; and extreme weather conditions and natural and other disasters. In addition, estimates of future operating results are based on the Company’s current complement of businesses, which is subject to change.
Information with respect to our officers and directors presented in this proxy statement for periods prior to the consummation of our holding company reorganization completed on August 15, 2022 include their respective service, and compensation from, our corporate predecessor, SPX Corporation. For example, although each of the directors was first elected to the Company’s Board of Directors in August 2022 in connection with the reorganization, the biographical and other information herein with respect such directors includes their service as directors of SPX Corporation for periods prior to the consummation of the reorganization.
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2024 PROXY STATEMENT
1


MEETING AND VOTING HIGHLIGHTS
This summary highlights information about the Company, voting recommendations of our Board of Directors (“Board”), and certain information contained elsewhere in this proxy statement (“Proxy Statement”) for the Company’s 2024 Annual Meeting of Stockholders (“Annual Meeting” or “meeting”). This summary does not contain all of the information that you should consider in voting your shares. Before voting, you should carefully read the entire Proxy Statement and our 2023 Annual Report to Stockholders.
Annual Meeting
Time and Date:8:00 a.m. (Eastern Time), Tuesday, May 14, 2024
Place:
Virtually via the internet at: meetnow.global/MKHVHJL
Record Date:March 18, 2024
Purpose of Meeting and Board Recommendations
Proposals
Board Vote
Recommendation
Votes Required for
Approval
Page
Reference
Proposal 1:
Election of Directors
FOR
each nominee
Majority of votes cast
13
Proposal 2:
Approval of Named Executive Officers’ Compensation, on a Non-binding Advisory Basis (“Say-on-Pay”)
FORMajority of votes cast
56
Proposal 3:
Approval of an Amendment to our Certificate of Incorporation to Provide for the Annual Election of the Board of Directors
FOR80% of shares outstanding
57
Proposal 4:
Approval of an Amendment to our Certificate of Incorporation to Provide for Exculpation of Certain Officers as Permitted by Recent Amendments to Delaware Law
FORMajority of shares outstanding
59
Proposal 5:
Approval of an Amendment to our Certificate of Incorporation to Add a Delaware Forum Selection Provision for Certain Legal Actions
FORMajority of shares outstanding
61
Proposal 6:
Approval of an Amendment to our Certificate of Incorporation to Add a Federal Forum Selection Provision for Claims under the Securities Act
FORMajority of shares outstanding
64
Proposal 7:
Ratification of Appointment of Independent Registered Public Accounting Firm
FORMajority of shares present or represented by proxy and entitled to vote
68
The Board strongly encourages you to exercise your right to vote on these matters. Your vote is important.
Who May Vote
Holders of SPX common stock whose shares are recorded directly in their names in our stock register (“stockholders of record”) at the close of business on March 18, 2024, may vote their shares on the matters to be acted upon at the meeting. Stockholders who hold shares of our common stock in “street name,” that is, through an account with a broker, bank, trustee, or other holder of record, as of such date may direct the holder of record how to vote their shares at the meeting by following the instructions that they receive from the holder of record.
22024 PROXY STATEMENT
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A list of stockholders entitled to vote at the meeting will be available for examination at our principal executive offices located at 6325 Ardrey Kell Rd, Suite 400, Charlotte, North Carolina 28277, for a period of at least ten days prior to the Annual Meeting. The stock register will not be closed between the record date and the date of the meeting.
How to Vote
How to Vote
Stockholders of
Record*
Street Name
Holders†
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MOBILE DEVICE
Scan the QR Code to vote using your mobile device:
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Refer to voting instruction form.
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INTERNET
Visit the applicable voting website:
www.envisionreports.com/ SPXC
www.proxyvote.com
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TELEPHONE
Within the United States, U.S. Territories, and
Canada, on touch-tone telephone, call toll free:
1-800-652-VOTE (8683)
Refer to voting instruction form.
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MAIL-
Complete, sign, and mail your proxy card or voting instruction form in the self-addressed envelope provided for receipt no later than May 13, 2024.
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MEETING
For instructions on attending and voting during the Annual Meeting virtually on the internet, please see below and page 69.
* You hold shares registered in your name with SPX’s transfer agent, Computershare, or you are an Employee Benefit Plan Participant.
† You hold shares held through a broker, bank, trustee, or other holder of record.
Your voting instructions must be received prior to the start of the meeting at 8:00 a.m., on May 14, 2024, if you are not voting at the meeting. Voting instructions submitted by participants in the KSOP Trust must be received by 9:00 a.m. (Eastern Time) on May 10, 2024.
Admission to Meeting
The Annual Meeting will be held solely as a virtual meeting live via the Internet. You will be able to attend the Annual Meeting via live webcast by visiting the Company’s virtual meeting website (meetnow.global/MKHVHJL) at the meeting time. Upon visiting the meeting website, you will be prompted to enter your 15-digit control number provided on your Notice of Internet Availability of Proxy Materials or proxy card you received with your proxy materials.
If you hold your shares in street name, in order to join the virtual meeting as a stockholder and be able to vote and submit questions during the Annual Meeting, you will need to contact your broker, bank or other holder to receive proof of your beneficial ownership and submit such proof, along with your name and email information, to Computershare in advance of the Annual Meeting no later than 5:00 p.m. (Eastern Time) on May 10, 2024, which may be submitted via email to legalproxy@computershare.com, or via mail to Computershare, SPX Technologies, Inc. Legal Proxy, P.O. Box 43001, Providence, Rhode Island 02940-3001. Upon receipt of such beneficial ownership proof, Computershare will then register you for attendance at the virtual meeting and provide you with registration information needed to join the meeting as a stockholder.
Additional Information
More detailed information about the Annual Meeting and voting can be found in “Questions and Answers” beginning on page 69.
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CODE OF ETHICS AND BUSINESS CONDUCT
We have adopted a Code of Ethics and Business Conduct that applies to all our directors, officers, and employees, including our chief executive officer and senior financial and accounting officers. Our Code of Ethics and Business Conduct requires each director, officer, and employee to avoid conflicts of interest; comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in the best interest of our Company and our stockholders. In addition, our Code of Ethics and Business Conduct acknowledges special ethical obligations for financial reporting.
We maintain a current copy of our Code of Ethics and Business Conduct, and we will promptly post any amendments to or waivers of our Code of Ethics and 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 Ethics and Compliance.”
CORPORATE GOVERNANCE GUIDELINES
As part of its ongoing commitment to good corporate governance, the Board has codified its corporate governance practices into a set of Corporate Governance Guidelines. These guidelines are reviewed annually by the Governance & Sustainability Committee and approved by the full Board to maintain the most up-to-date governance practices. These guidelines assist the Board in the exercise of its responsibilities and may be amended by the Board from time to time. Our Corporate Governance Guidelines are available on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance.”
DIRECTOR INDEPENDENCE
Our Corporate Governance Guidelines require that a substantial majority of the Board meet the independence requirements of the listing standards of the New York Stock Exchange (“NYSE”). At least annually, our Board reviews whether each of our directors is independent. The Board has adopted 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.” Based on its most recent annual review, the Board has concluded that Patrick J. O’Leary, Ricky D. Puckett, David A. Roberts, Meenal A. Sethna, Ruth G. Shaw, Robert B. Toth, Tana L. Utley, and Angel Shelton Willis, are independent, as defined in our Independence Standards and the listing standards of the NYSE. The Board has concluded that Eugene J. Lowe, SPX’s President and Chief Executive Officer (“CEO”), is not independent as defined in our Independence Standards and the listing standards of the NYSE.
The non-employee members of the Board meet regularly in executive session without management. In addition, the non-employee members of the Board meet in executive session on a regular basis with the CEO and such other management as the Board deems appropriate.
SUSTAINABILITY MATTERS
In addition to our Corporate Governance Guidelines, we have implemented programs to incorporate sustainability practices both in the products we make and how we make them. In January 2023, SPX published its sustainability commitments, which reflect the important role of sustainability in our culture and our value creation journey. The Governance & Sustainability Committee of the Board oversees the governance of SPX’s sustainability program. At the direction of the Board, the Company has formed a Sustainability Steering Committee, a management committee that provides periodic reports to the Governance & Sustainability Committee on the Company’s sustainability initiatives and efforts. In September 2023, SPX published its Sixth Annual Sustainability Report with enhanced disclosures across multiple metrics and showed significant progress in meeting its Greenhouse Gas Reduction goals as well as a dramatic decrease in water usage. A copy of this Sustainability Report can be found on our website (www.spx.com), under the heading “Investor Relations—Sustainability.”
RISK OVERSIGHT
The Board exercises overall risk governance at SPX, with committees taking the lead in discrete areas of risk oversight. For example, the Audit Committee is primarily responsible for risk oversight relating to financial statements and cybersecurity; the Compensation Committee is primarily responsible for risk oversight relating to executive compensation; and the Governance & Sustainability Committee is primarily responsible for risk oversight relating to corporate governance, including with respect to sustainability matters. Committees report to the Board on risk management matters on a regular basis.
Management presents to the Audit Committee its view of the principal risks facing SPX in a dedicated “enterprise risk management” presentation at least once a year. Matters such as risk tolerance and management of risk are also discussed at this
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meeting. Further, management periodically reviews with the Audit Committee our major risk exposures, identified through the enterprise risk management process, as well as the steps management has taken to monitor and control such exposures.
We conduct an annual in-depth review of the risks associated with our incentive-based compensation arrangements and practices, and management presents to the Compensation Committee its view on such risks. In 2023, we again determined that the risks associated with these arrangements are appropriate. See “Risk Analysis,” on page 37, for further discussion.
In addition, the Board explicitly addresses risk in a wide range of discussions, including those relating to segment or business unit activities, specific corporate functions (such as treasury, tax, capital allocation, legal, etc.), cybersecurity, ongoing litigation, and consideration of extraordinary transactions. In particular, the Audit Committee reviews cybersecurity risk mitigation each quarter and conducts an annual in-depth review of our material cybersecurity risks and our defensive posture with management and SPX’s Chief Information Officer and Chief Information Security Officer. The Board also participates in an annual cybersecurity training and review. In addition to the Board’s active role in these discussions, the Board has full access to management, as well as the ability to engage advisors, in order to assist in its risk oversight role.
CHARITABLE CONTRIBUTIONS
It is the policy of the Board 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 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 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 $1 million or 2% of the charitable organization’s consolidated gross revenues.
STRATEGIC PLANNING
Our Board meets regularly to discuss the strategic direction and the issues and opportunities facing our Company. Our Board has been instrumental in determining our next steps as we focus on growth with an emphasis on strengthening our current complement of businesses while living up to our values and our commitment to sustainability principles.
Constant Focus on Strategy: Throughout the year, our Board provides guidance to management on strategy and helps to refine business plans to implement the strategy.
Detailed Annual Review of Strategy: Each year, typically during the third quarter, the Board holds an extensive meeting with senior management dedicated to discussing and reviewing our long-term business plans and overall corporate strategy. As part of this meeting, our CEO leads a discussion of potential growth opportunities, key risks to the plans and strategy, and risk mitigation plans and activities.
Furthermore, in setting our business strategy, the Board plays a critical role in determining the types and appropriate levels of risk undertaken by the Company.
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 Notice of Annual Meeting of Stockholders accompanying 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.
DIRECTOR NOMINEES, QUALIFICATIONS, AND DIVERSITY
The Governance & Sustainability Committee is responsible for proposing director nominees and will consider director nominee recommendations offered by stockholders in accordance with our By-laws. The Governance & Sustainability Committee selects individuals as director nominees based on the following:
Business and professional accomplishments;
Integrity;
Demonstrated ability to make independent analytical inquiries;
Ability to understand our businesses;
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Absence of conflicts of interest;
Willingness to devote the necessary time to Board duties; and
Alignment of skills with those identified by the Board as desirable for the advancement of the Company; for more details on such identified areas, see our skills matrix under “Director and Nominee Skills and Experience” on page 20.
The Board and the Governance & Sustainability Committee require each director to have a proven record of success and leadership. In order to maintain appropriate flexibility to adjust to evolving needs, neither the Board nor the Governance & Sustainability Committee has set minimum requirements with respect to age, education, or years of business experience or has designated specific expertise required for directors. Rather, the Governance & Sustainability Committee seeks to structure the Board so that it consists of a diverse group of individuals, each with a unique combination of skills, experience, and background. The Governance & Sustainability Committee has no set diversity policy or targets, but places what it believes to be appropriate emphasis on certain skills, experience, and background that it determines adds, or would add, value to our Board. In addition, the Governance & Sustainability Committee considers the demographic make-up of the board and emphasizes identifying and recruiting candidates that are members of under-represented communities. Knowledge of our industries and strategic perspective, as well as financial expertise, operational experience, and expertise with strategy development (including mergers and acquisitions), are examples of attributes that our Board and the Governance & Sustainability Committee consider important. The Governance & Sustainability Committee also considers effective interaction among Board members and between the Board and management to be crucial factors in considering individuals for nomination.
The Governance and Sustainability Committee regularly reviews the participation of individual directors to assure that each director is devoting adequate time and attention to Company matters. In addition, our Corporate Governance Guidelines provide that:
Non-management directors should not serve on more than four public company boards, including the Company’s Board and are required to notify the Governance & Sustainability Committee prior to accepting an invitation to serve on the board, audit committee or compensation committee of another public company;
Directors who are also full-time executives either at the Company or another entity, including without limitation, the Company’s Chief Executive Officer, should not serve on more than two public company boards, including the Company’s Board;
Committee chairs should not serve as the chair of more than three public company board committees, including his or her role as chair of a Company Board committee; and
The chair of the Audit Committee should not serve as the chair of more than three audit committees (including the Company Audit Committee, but excluding the audit committees of any non-profit organizations).
The Governance & Sustainability Committee considers the criteria listed in the paragraphs above at least each time the director is re-nominated for Board membership or when considering additions to the Board. At such times as the Board and the Governance & Sustainability Committee determine there is a need to add or replace a director, the Governance & Sustainability Committee identifies director candidates through references from its members, other directors, management, or, if appropriate, outside search firms. The Governance & Sustainability 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.
The Board had adopted a policy, which was included in our Corporate Governance Guidelines, providing for non-management directors to retire from the Board at the conclusion of their term following their 75th birthday. In August 2023, the Board amended our Corporate Governance Guidelines to eliminate this policy, as the Board believes that the actual performance and contributions of an individual director are more important in determining whether that individual should be re-nominated, rather than mandating retirement based on an arbitrary age limit. In taking this action, the Board considered the trend toward eliminating such age-based retirement policies, the actual level of performance and contributions of directors currently at or approaching ineligibility under the prior retirement policy, the desirability of continued stability with respect to the membership of the Board in light of the recent, and contemplated future, strategic changes in the portfolio of businesses operated by the Company, and the tenure and leadership of each of the directors currently at or approaching ineligibility under the policy. The Board also considered peer-company policies and the guidelines of institutional proxy advisory firms regarding mandatory retirement age policies. The Board believes that the continued service of these directors maintains a desirable level of continuity on the Board in light of current circumstances and accordingly the amendment to this provision is in the best interests of the Company and its stockholders. The determination to amend the Corporate Governance Guidelines was made by a unanimous vote of the Board, other than Mr. Roberts and Dr. Shaw, who would have been ineligible under the policy for re-election based on their respective ages at the time of the amendment and who therefore recused themselves from the vote. In light of this change in policy, the Board has undertaken a formal review of individual director performance as part of its annual performance evaluation and self-assessment review.
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Any stockholder who wishes to recommend an individual for consideration by the Governance & Sustainability Committee should provide written notice of the recommendation to our Corporate Secretary at our address shown on the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. Such notice must be accompanied by certain disclosures, including written information about the recommended nominee’s business experience and background, and documentation required under our By-laws for stockholder nominations of directors, as well as a consent in writing signed by the recommended nominee that he or she is willing to be considered as a nominee and, if nominated and elected, that he or she will serve as a director. 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.
Once the Governance & Sustainability Committee identifies a director candidate, directors and members of management interview the candidate. Following that process, the Governance & Sustainability Committee and the Board 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 other than at an annual meeting of stockholders be submitted for election by our stockholders at the next annual meeting.
DIRECTOR ELECTION
In uncontested elections, we elect directors by majority vote. Under this voting standard, the number of shares voted “for” a director must exceed 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 Securities and Exchange Commission (“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, then the law of the State of Delaware (SPX’s state of organization) provides that the director will continue to serve on the Board as a “holdover director” until his or her successor is elected. Our Governance & Sustainability Committee, however, has established procedures in our Corporate Governance Guidelines requiring directors to tender to the Board advance resignations. The Board will nominate for election or re-election as a director only those candidates who agree to tender, promptly following each annual meeting of stockholders at which they are subject to re-election 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 failing to receive sufficient votes, the Governance & Sustainability 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 Governance & Sustainability 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 certification of the election results.
ATTENDANCE AT ANNUAL MEETING
It is our policy to invite all members of our Board to attend our Annual Meeting. While their attendance is not required, all but one of our directors attended our 2023 annual meeting of stockholders.
CONSIDERATION OF 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 an unrelated third party; potential for an actual or apparent conflict of interest; and the extent of the related party’s interest in the transaction.
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BOARD LEADERSHIP STRUCTURE
Our governance documents provide the Board with flexibility to select the leadership structure that is most appropriate for the Company and its stockholders in consideration of then-current circumstances. The Board regularly evaluates the Company’s leadership structure and has concluded that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Chairman of the Board and CEO. This approach allows the Board to elect the most qualified director as Chairman of the Board while also maintaining the ability to combine or separate the Chairman of the Board and CEO roles when necessary or appropriate. We currently separate the positions of Chairman of the Board and CEO.
Currently, Eugene J. Lowe, III, serves as our President and CEO, a position he has held since September 26, 2015. In this role, Mr. Lowe is responsible for managing the day-to-day operations of the Company and for planning, formulating, and coordinating the development and execution of our corporate strategy, policies, goals, and objectives. Mr. Lowe is accountable for Company performance and reports directly to the Board.
Patrick J. O’Leary has served as our non-employee Chairman of the Board since September 26, 2015. In this role, Mr. O’Leary’s responsibilities include the following:
Serving as a resource to the President and CEO in connection with strategic planning and other matters of strategic importance to the Company;
Receiving reports from the President and CEO, organizing and facilitating the President and CEO evaluation process, and providing ongoing, constructive feedback to the President and CEO;
Consulting with the President and CEO regarding the Company’s relations and communications with stockholders of the Company, analysts, and the investor community;
Chairing meetings of the Board;
Setting the schedule and agenda for Board meetings in consultation with the President and CEO;
Determining the information that is sent to the Board in consultation with the President and CEO;
Presiding over the executive sessions and other meetings of the non-employee directors; and
Communicating the results of meetings of the non-employee directors to the President and CEO and other members of management, as appropriate.
Our Corporate Governance Guidelines provide that in the event the Board determines that the same individual should again serve as both Chairman of the Board and CEO, the Board will appoint an independent director to serve as Lead Director. In that circumstance, the Lead Director would serve as the principal liaison between the non-employee directors and the Chairman and CEO; chair meetings of non-employee directors; develop the Board’s agenda in collaboration with the Chairman and CEO; and review and advise on the quality of the information provided to the Board.
The small size of our Board and the relationship between management and non-employee directors put each director in a position to influence agendas, the 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. The Board believes that its current leadership structure provides an appropriate balance among strategy development, operational execution, and independent oversight, and that this structure is currently in the best interests of the Company and its stockholders.
BOARD COMMITTEES
The Board met five times in 2023. The Board currently has a standing Audit Committee, Compensation Committee, and Governance & Sustainability Committee. Except for Dr. Shaw, all directors attended at least 75% of the meetings of the Board and of the committees on which they served in 2023. Dr. Shaw attended 73% of the Board and committee meetings on which she served in 2023 and would have achieved over 75% attendance but for a serious illness in her family. Dr. Shaw is an active participant on all board matters, is a leader on sustainability and governance matters and engages consistently with the Chairman, the President & CEO and the other board members and management outside of the regular meetings. In light of the reason for her absences and her active engagement and leadership on board matters, the Board (with Dr. Shaw recusing herself) unanimously approved her absences in determining to nominate her for re-election as a director at the Annual Meeting.
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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—Board Committees.”
The table below provides the member and 2023 meeting information for each of the Board committees.
Directors
Audit
Committee
Compensation
Committee
Governance & Sustainability
Committee
Patrick O’Leary
X
Ricky D. PuckettXChair

David A. RobertsX
X
Meenal A. SethnaChair
X
Ruth G. ShawX
Chair
Robert B. TothXX

Tana L. UtleyXX

Angel Shelton WillisX
X
Number of Meetings
5
6
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AUDIT COMMITTEE
Membership
The Board has determined that each member of the Audit Committee is independent in accordance with our Audit Committee Charter, Corporate Governance Guidelines, and Independence Standards, as well as with the rules of the SEC and the listing standards of the NYSE. In addition, the Board has determined that each member of the Audit Committee has a working familiarity with basic finance and accounting practices, including the ability to read and understand financial statements. Finally, the Board has determined that each of Mr. Puckett and Ms. Sethna 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 Audit Committee appoints the independent registered public accounting firm, approves the scope of audits performed by it and by the internal audit staff, and reviews the results of those audits. The Audit Committee also meets with management, the Company’s independent registered public accounting firm, and the internal audit staff to review audit and non-audit results, as well as financial, cybersecurity, accounting, compliance, and internal control matters. In addition, the Board has delegated oversight of the Company’s enterprise risk management program and cybersecurity risk management program to the Audit Committee.
Additional information on the Audit Committee and its activities is set forth in the “Audit Committee Report” on page 66.
COMPENSATION COMMITTEE
Membership
The Board 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 with the rules of the SEC and the listing standards of the NYSE. In addition, the Board has determined that each member of the Compensation Committee meets the “non-employee director” requirements as defined under Section 16(a) of the Exchange Act.
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Function
The Compensation Committee sets the compensation for our executive officers, including agreements with our executive officers, equity grants, and other awards, and makes recommendations to the Board on these same matters for our CEO. The Committee Chair conducts the annual review of performance and objectives of the CEO. The Compensation Committee receives input regarding compensation for our executive officers, including proposed compensation, from its independent compensation consultant, as well as from our CEO for his direct reports. The Compensation Committee has delegated to our CEO the authority to issue one-time equity grants of up to $50,000 per individual and $250,000 in the aggregate annually to non-officer employees.
The Compensation Committee has the authority under its charter to retain, terminate, and set fees and retention terms for its independent compensation consultant or such other outside advisors as it deems necessary or appropriate in its sole discretion. The Compensation Committee reviews outside consultants and advisors on at least an annual basis to determine objectivity and review performance, including a review of the total fees paid to such consultants and advisors.
Additional information on the Compensation Committee, its activities, and its relationship with its independent compensation consultant, and on management’s role in setting compensation, is set forth in “Compensation Discussion and Analysis,” beginning on page 24.
GOVERNANCE & SUSTAINABILITY COMMITTEE
Membership
The Board has determined that each member of the Governance & Sustainability Committee is independent in accordance with our Governance & Sustainability Committee Charter, Corporate Governance Guidelines, and Independence Standards, as well as with the listing standards of the NYSE.
Function
The Governance & Sustainability Committee assists the Board in identifying qualified individuals to become Board members and by recommending director nominees to the Board; develops and recommends to the Board our Corporate Governance Guidelines; leads the Board in its annual review of the Board’s performance; and makes recommendations to the Board regarding the compensation of non-employee directors (including equity awards) and the assignment of individual directors to various committees. Pursuant to its charter, the Governance & Sustainability Committee also oversees the governance of the Company’s sustainability program; reviews and approves our sustainability goals and targets; monitors performance against those goals; reviews and approves our annual sustainability report; and works with management to assess climate risks and opportunities.
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DIRECTOR COMPENSATION
Annual Compensation
Our non-employee directors receive the following compensation:
Annual Retainer of Cash$ 90,000
Annual Equity Grant of Restricted Stock Units$130,000
Additional Fees:
Chairman of the Board$125,000
Audit Committee Chair$ 20,000
Compensation Committee Chair$ 15,000
Governance and Sustainability Committee Chair$ 15,000
We pay the annual cash retainer and any applicable additional cash fees to our non-employee directors in equal quarterly installments, paid in arrears. The portion of cash compensation for a director who has a partial quarter of service (due to joining or leaving the Board, or beginning or ending service as Chairman or a Committee Chair, during the quarter) is pro-rated. We do not pay meeting fees or additional compensation to directors for special meetings.
The annual equity grant of restricted stock units (“RSU”) is made under the SPX 2019 Stock Compensation Plan (the “2019 Stock Plan”). The number of RSUs awarded is calculated by dividing the $130,000 annual equity retainer by the closing price of the Company’s stock on the date of grant and rounding up to a full share. The RSU award is granted in connection with our Annual Meeting and vests the day before the following annual meeting. Vesting is subject to the director’s continued service on our Board through such vesting date. The annual equity grant for a director who has a partial year of service (due to joining the Board during the year) is pro-rated.
Our non-employee directors have the option to defer settlement and payout of vested RSU grants until six months after separating from service on our Board (or, if earlier, a Change in Control as defined in the 2019 Stock Plan). A non-employee director must generally make such deferral election in the year prior to the grant of the RSU award.
We do not currently pay dividends or dividend equivalents with respect to the RSUs.
Directors who are SPX employees receive no compensation for their service as directors. Mr. Lowe, our President and CEO, received no compensation for his service as a director in 2023.
OTHER BENEFITS
Matching Gifts Program
We will make matching donations for qualified charitable contributions for any non-employee director up to a total of $10,000 per year.
Travel Reimbursements
We reimburse non-employee directors for the reasonable expenses of attending Board and committee meetings and for expenses associated with director training and development. From time to time, a director’s spouse may accompany the director to certain business functions, including on our corporate aircraft; in such instances, the value of the spouse’s travel is imputed for income tax purposes as income to the director (determined under the U.S. Department of Transportation’s standard industry fare level (“SIFL”)) and the incremental cost to SPX, if any, is included as other compensation in our Director Compensation Table if it, together with any other personal benefits, exceeds the threshold specified under SEC rules.
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DIRECTOR COMPENSATION
COMPENSATION EVALUATION PRACTICES
The Governance and Sustainability Committee periodically reviews non-employee director compensation and makes recommendations to the Board. The Governance and Sustainability Committee evaluates our non-employee director compensation against our peer companies and consults with our independent compensation consultant when reviewing compensation amounts and structure.
STOCK OWNERSHIP GUIDELINES
Our Stock Ownership Guidelines are designed to help ensure that our directors are engaged and have interests closely aligned with those of our long-term stockholders. We request that all non-employee directors achieve holdings in Company stock of five times the annual cash retainer within five years of his or her date of initial election to the Board. All of our directors were in compliance with these requirements as of March 18, 2024. For additional information on our Stock Ownership Guidelines, see “Stock Ownership Guidelines,” beginning on page 21.
Director Compensation Table
The following table summarizes the compensation of our non-employee directors who served during 2023.
Directors
Fees Earned or
Paid in Cash
($)
(1)
Stock
Awards
($)(2)
All Other Compensation ($)(3)
Total
($)
Patrick J. O’Leary
215,000(a)
130,06010,000355,060
Ricky D. Puckett
105,000(b)
130,06010,000245,060
David A. Roberts
90,000
130,06010,000230,060
Meenal A. Sethna
110,000(c)
130,06010,000250,060
Ruth G. Shaw
105,000(d)
130,06010,000245,060
Robert B. Toth
90,000
130,0607,500227,560
Tana L. Utley
90,000
130,060220,060
Angel Shelton Willis
90,000
130,06010,000230,060
(1)Represents annual retainer of $90,000. In addition:
(a)Mr. O’Leary’s fees include $125,000, representing the additional fee for serving as Chairman of the Board.
(b)Mr. Puckett’s fees include $15,000, representing the additional fee for serving as Compensation Committee Chair.
(c)Ms. Sethna’s fees include $20,000, representing the additional fee for serving as Audit Committee Chair.
(d)Dr. Shaw’s fees include $15,000, representing the additional fee for serving as Governance and Sustainability Committee Chair.
(2)On May 9, 2023, each non-employee director received a RSU grant with a grant date fair value of $130,060 (1,770 RSUs) that vests the day before the next annual meeting following the grant date.
(3)Represents matching donations for qualified charitable contributions for Mr. O’Leary, Mr. Puckett, Mr. Roberts, Ms. Sethna, Dr. Shaw, Mr. Toth, and Ms. Willis.
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2024 PROXY STATEMENT
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PROPOSAL 1: ELECTION OF DIRECTORS
Our Board currently consists of nine directors. The directors are currently divided into three classes and there are three directors in each of three classes.
At this Annual Meeting, you will be asked to elect three directors, Dr. Shaw, Mr. Toth, and Ms. Willis, for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2027. Each of the director nominees is a current SPX director.
Mr. Lowe, Mr. O’Leary, and Mr. Roberts were each elected to a three-year term by our stockholders at our 2022 Annual Meeting of Stockholders and Mr. Puckett, Ms. Sethna, and Ms. Utley were each elected to a three-year term by our stockholders at our 2023 Annual Meeting of Stockholders, and they will continue to serve on the Board as described below.
Each director has agreed to tender, promptly following his or her 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, in accordance with our Corporate Governance Guidelines.
The Board is proposing that, at the Annual Meeting, the stockholders approve an amendment our Certificate of Incorporation to eliminate the classification of the Board of Directors into classes serving staggered, three-year terms and to provide for the annual election of the Board of Directors. For a description of this proposal, see “Proposal 3: Approval of the Amendment to our Certificate of Incorporation to Provide for the Annual Election of the Board Of Directors” beginning on page 57. Because this amendment, if approved by the stockholders at the Annual Meeting, would become effective only following the conclusion of the Annual Meeting, director nominees will be elected at the Annual Meeting for three-year terms.
Your shares will be voted as you specify on the proxy card that accompanies this Proxy Statement. If you do not specify how you want your shares voted, then we will vote them FOR the election of each of Dr. Shaw, Mr. Toth, and Ms. Willis. If unforeseen circumstances (such as death or disability of the nominee) make it necessary for the Board to substitute another person for any of the nominees, then your shares will be voted FOR that other person. The Board does not anticipate that any of the nominees will be unable to serve.
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2024 PROXY STATEMENT
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PROPOSAL ONE
Nominees for Election to Serve Until 2027 Annual Meeting
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Ruth Shaw
Retired Group Executive
for Public Policy and
President of
Duke Nuclear, Duke Energy Corporation
Age: 76
Director since: 2015
Committees:
Compensation
Gov. & Sustainability (Chair)
PROFESSIONAL HIGHLIGHTS
Ruth G. Shaw retired in 2007 from Duke Energy Corporation, an electricity and natural gas provider, and remained an Executive Advisor to the company until 2009. At Duke, she served as Group Executive for Public Policy and President, Duke Nuclear, from 2006 to 2007; President and Chief Executive Officer, Duke Power Company, from 2003 to 2006; Executive Vice President and Chief Administrative Officer from 1997 to 2003; and in various other roles from 1992 to 1997. She was also President of The Duke Energy Foundation from 1994 to 2003.Dr. Shaw has extensive corporate board experience, including as lead director at DTE Energy; and serving as a board committee chair at Dow, Inc, Wachovia, Southwire and others. She has been a director and chair of the boards of the University of North Carolina Charlotte; the UNCC Charlotte Foundation; the Foundation for the Carolinas; The Carolina Thread Trail; the United Way of Central Carolinas; and the Arts & Science Council. She is a former member of the executive committees of the Nuclear Energy Institute and the Institute of Nuclear Power Operations. Throughout her years of service, Dr. Shaw has chaired Sustainability Committees, Compensation Committees, Governance Committees, and served on Audit, Finance and Risk Committees. She earned her bachelor’s degree and M.A. from East Carolina University and her Ph.D. from the University of Texas at Austin.
SKILLS AND QUALIFICATIONS
Dr. Shaw contributes a deep understanding of multiple industries; corporate governance; human resources management; executive compensation; information technology; communications and public relations; environment, health and safety management; sustainability; procurement; and diversity to our Board.
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Bob Toth
Former Chairman, Chief
Executive Officer and
President, Polypore
International, Inc.
Age: 63
Director since: 2017
Committees:
Audit
Compensation
PROFESSIONAL HIGHLIGHTS
Robert B. Toth currently serves as an independent advisor to several private equity firms. Mr. Toth has more than 30 years of experience in leadership roles at global industrial and manufacturing companies, as well as in private equity, most recently as a Managing Director at CCMP Capital Advisors, LLC from 2016 until 2019. Prior to CCMP, Mr. Toth served as the Chairman, Chief Executive Officer and President of Polypore International, Inc., a leading global high technology filtration company, where he optimized the business portfolio and positioned the company for accelerated growth, resulting in a substantial increase in enterprise value. Prior to Polypore, Mr. Toth served as President, Chief Executive Officer and Board Director of CP Kelco ApS, where he led the business through a comprehensive turnaround and successful sale. He also spent 19 years at Monsanto Company and its spin-off, Solutia Inc., where he held a variety of executive and managerial roles. Mr. Toth is currently a Director at Materion Corporation. He earned a bachelor’s degree in Industrial Management with a field of study in Industrial Engineering from Purdue University and MBA from the John M. Olin School of Business at Washington University, St. Louis, Missouri.
SKILLS AND QUALIFICATIONS
Mr. Toth contributes significant insight on mergers and acquisitions and on strategic portfolio management and related strategic and operational issues. Mr. Toth also brings extensive experience leading companies in the manufacturing sector, including knowledge and skills in senior management, finance, and operations.
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2024 PROXY STATEMENT
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PROPOSAL ONE
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Angel Shelton Willis
Vice President, General
Counsel & Secretary, Sealed
Air Corporation
Age: 53
Director Since: 2021
Committees:
Audit
Gov. & Sustainability
PROFESSIONAL HIGHLIGHTS
Angel Shelton Willis has served as Vice President, General Counsel & Secretary of Sealed Air Corporation, a global leader in sustainable, automated and digital packaging solutions, since 2019. She currently oversees all aspects of its global legal compliance and regulatory affairs, including commercial transactions, mergers & acquisitions, litigation, labor & employment, intellectual property, ethics and compliance, regulatory and corporate governance matters. Prior to joining Sealed Air in 2019, from 2005 to 2018, Ms. Willis served in a number of leadership roles of increasing responsibility at the then Ingersoll Rand Company, including Deputy General Counsel, Mergers and Acquisitions, Finance & Restructuring and General Counsel, Climate Solutions. Prior to Ingersoll Rand, Ms. Willis served as Corporate Counsel at Cummins Inc. She began her career as an Associate at Ice Miller, a full service law firm serving Fortune 500 companies, municipalities, and nonprofits. Ms. Willis received both her bachelor’s degree in Political Science and Economics and her MBA from Clemson University, and her J.D. from the University of Illinois. She is licensed to practice law in the states of North Carolina and Indiana.
SKILLS AND QUALIFICATIONS
In addition to Ms. Willis’s extensive legal background, she brings deep experience in global industrial and manufacturing sectors, mergers and acquisitions, regulatory, tax, risk management, communications, crisis management, and corporate governance.
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YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF DR. SHAW, MR. TOTH AND MS. WILLIS AS DIRECTORS FOR A THREE YEAR TERM EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2027.
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2024 PROXY STATEMENT
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PROPOSAL ONE
Directors Continuing to Serve Until 2025 Annual Meeting
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Gene Lowe
President and CEO,
SPX Technologies, Inc.
Age: 56
Director since: 2015
Committees:
None
PROFESSIONAL HIGHLIGHTS
Eugene J. Lowe, III has served as President and Chief Executive Officer of SPX since September 2015. He was appointed an officer of SPX in 2014 and previously served as Segment President, Thermal Equipment and Services, from 2013 to 2015; President, Global Evaporative Cooling, from 2010 to 2013; and Vice President of Global Business Development and Marketing, Thermal Equipment and Services, from 2008 to 2010. Prior to joining SPX, Mr. Lowe held positions with Milliken & Company, Lazard Technology Partners, Bain & Company, and Andersen Consulting. Mr. Lowe is currently a director of Federal Signal Corporation. He earned his bachelor’s degree in Management Science from Virginia Tech and his MBA from Dartmouth’s Tuck School of Business.
SKILLS AND QUALIFICATIONS
Mr. Lowe brings valuable operations, strategic planning, marketing, and business development experience to our Board. As the only member of SPX management to serve on the Board, Mr. Lowe also contributes a level of understanding of our Company not easily attained by an outside director.
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Patrick O’Leary
Retired Executive
Vice President, Finance,
Treasurer and CFO,
SPX Corporation
Age: 66
Director since: 2015
Committees:
Gov. & Sustainability
PROFESSIONAL HIGHLIGHTS
Patrick J. O’Leary retired in August 2012 from SPX, having served as Vice President, Finance, Treasurer and Chief Financial Officer from 1996, and later as Executive Vice President in 2004. During his more than 15 years with SPX, he was a principal architect of the Company’s transformation until his retirement. Prior to joining SPX, Mr. O’Leary served as Chief Financial Officer and a director of Carlisle Plastics, Inc., from 1994 to 1996. He began his career with Deloitte & Touche LLP, where he held various roles of increasing responsibility from 1978 to 1994, including Partner in the firm’s Boston office from 1988 to 1994. Mr. O’Leary is currently a director of Avanos Medical Inc. He earned his bachelor’s degree in Accountancy and Law from the University of Southampton, England.
SKILLS AND QUALIFICATIONS
Mr. O’Leary contributes a deep understanding of SPX history and businesses to our Board. In addition, he brings broad financial strategy expertise, including strong financial acumen, and mergers and acquisition and governance experience. Mr. O’Leary also contributes leadership skills developed through his experience serving on various public company boards.
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2024 PROXY STATEMENT
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PROPOSAL ONE
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Dave Roberts
Retired Chairman of the Board and
Executive Chairman,
President and CEO,
Carlisle Companies, Inc.
Age: 76
Director since: 2015
Committees:
Compensation
Gov. & Sustainability
PROFESSIONAL HIGHLIGHTS
David A. Roberts retired in 2020 as Chairman of the Board of Carlisle Companies, Inc., a diversified manufacturing company, a position he held since 2017. He previously served as Carlisle’s Executive Chairman of the Board, in 2016; its Chairman and Chief Executive Officer, from 2014 to 2015; and its Chairman, President and Chief Executive Officer, from 2007 to 2014. Prior to joining Carlisle, Mr. Roberts served as Chairman, President and Chief Executive Officer of Graco, Inc., a fluid handling system provider, from 2001 to 2007. Prior to that, Mr. Roberts served as a Group Vice President of The Marmon Group, LLC, a diversified industrial holding company, from 1995 to 2001. He began his career serving in a variety of manufacturing, engineering, and general management positions with The Budd Company, Pitney Bowes, and FMC Corporation. Mr. Roberts previously served as a director of Franklin Electric Co., Inc. and Horizon Global Corporation. He earned his bachelor’s degree from Purdue University and his MBA from Indiana University.
SKILLS AND QUALIFICATIONS
Mr. Roberts brings extensive experience in senior management of multinational companies, including expertise in the industrial and manufacturing sectors, and mergers and acquisitions, to our Board. Mr. Roberts also contributes strong financial acumen and experience from his service on various public company boards.

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2024 PROXY STATEMENT
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PROPOSAL ONE
Directors Continuing to Serve Until 2026 Annual Meeting
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Rick Puckett
Retired Executive
Vice President, CFO,
Treasurer and Chief
Administrative Officer,
Snyder’s-Lance, Inc.
Age: 70
Director since: 2015
Committees:
Audit
Compensation (Chair)
PROFESSIONAL HIGHLIGHTS
Ricky D. Puckett retired in December 2017 from Snyder’s-Lance, Inc., a snack foods manufacturer, where he had served as Executive Vice President, Chief Financial Officer and Treasurer since December 2010, adding the role of Chief Administrative Officer, with responsibility for Human Resources and Legal, in 2014. Mr. Puckett served as Executive Vice President, Chief Financial Officer and Treasurer of Lance, Inc., from 2006 until its merger with Snyder’s-Lance, Inc. in 2010. Prior to joining Lance, Inc., Mr. Puckett served as Executive Vice President, Chief Financial Officer, Secretary and Treasurer of United Natural Foods, Inc., a wholesale distributor of natural and organic products, from 2005 to 2006; and as Senior Vice President, Chief Financial Officer and Treasurer of United Natural Foods, Inc., from 2003 to 2005. Mr. Puckett is a director of, and serves as audit committee chair of, each of Whitehorse Finance, Inc. and Driven Brands Inc. He has served on the board of the North Carolina Blumenthal Performing Arts Center and the Wake Forest Graduate School in Charlotte. He received his BA in Accounting and his MBA from the University of Kentucky and is a Certified Public Accountant in New Jersey.
SKILLS AND QUALIFICATIONS
Mr. Puckett brings extensive accounting and financial experience, including financial strategy and governance to our Board. In addition, he offers a deep understanding of mergers and acquisitions; strategic planning and analysis; commodity risk management; strategic information technology; organizational development; human resources, compensation management; and investor relations.
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Meenal Sethna
Executive Vice President
and Chief Financial Officer,
Littelfuse, Inc.
Age: 54
Director since: 2019
Committees:
Audit (Chair)
Gov. & Sustainability
PROFESSIONAL HIGHLIGHTS
Meenal A. Sethna has served as Executive Vice President and Chief Financial Officer of Littelfuse, Inc., a diversified, industrial technology manufacturing company, since 2016 and is responsible for finance and accounting, tax and treasury, investor relations, digital and information technology and internal audit as well as supply chain operations. Prior to joining Littelfuse in May, 2015, Ms. Sethna spent four years at Illinois Tool Works as Vice President and Corporate Controller. Previous to that, she worked at Motorola Inc., most recently as Vice President, Finance. She began her career at Baxter International, holding a variety of finance roles during her tenure. Ms. Sethna is a graduate of the Kellogg School of Management at Northwestern University and the University of Illinois-Urbana, and is a Certified Public Accountant in Illinois.
SKILLS AND QUALIFICATIONS
Ms. Sethna brings a rich background in accounting and finance to our Board. In addition, she has deep experience in strategic planning; mergers & acquisitions; business growth; investor relations; risk management; and information technology.
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2024 PROXY STATEMENT
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PROPOSAL ONE
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Tana Utley
Retired Vice President of
Large Power Systems Division,
Caterpillar Inc.
Age: 60
Director since: 2015
Committees:
Audit
Compensation
PROFESSIONAL HIGHLIGHTS
Tana L. Utley is a retired Vice President for Caterpillar Inc., a manufacturer of construction and mining equipment, engines, turbines, and locomotives. She was an officer for the company for over 13 years of her 36 year tenure. She was appointed an officer and as Chief Technology Officer of Caterpillar in 2007, having joined that company in 1986. Previously, she held a number of roles with Caterpillar, including a variety of engineering and general management positions. Ms. Utley has served in key engineering and leadership roles in the development of near zero-emissions engines, and she has held general management positions in Caterpillar’s components and engines businesses. Ms. Utley also serves as a director of Woodward, Inc. She earned her bachelor’s degree in Mechanical Engineering from Bradley University and her M.S. in Management from the Massachusetts Institute of Technology.
SKILLS AND QUALIFICATIONS
Ms. Utley brings a wealth of knowledge in engineering, operations, continuous improvement, and implementation of new programs to our Board. Ms. Utley also brings a depth of understanding of technology and cybersecurity, multi-industrial manufacturing, and how to minimize the environmental impact of manufacturing companies.
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2024 PROXY STATEMENT
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PROPOSAL ONE
Director and Nominee Skills and Experience
Under the leadership of our Governance & Sustainability Committee, our Board developed and maintains a list of key areas of expertise and experience that the Board believes contribute to an effective and well-functioning board and that the Board as a whole should possess.
The Governance & Sustainability Committee and the Board use this information to identify areas for director training and as a tool to maintain a balanced and well-rounded board. In addition, the Governance & Sustainability Committee considers these and other criteria as a guide, but not as a minimum set of requirements, when evaluating potential candidates for the Board. Together, this variety of skill sets, experiences, and personal backgrounds allows our directors to provide the diversity of thought that is critical to the Board’s decision-making and oversight process. The following chart indicates the director has gained experience in the attribute through a current or prior position other than his or her service on the SPX Board. For a better understanding of our Board qualifications and diversity, we encourage you to read “Director Nominees, Qualifications, and Diversity” beginning on page 5.
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While each director has had involvement in the management of Technology and Software, Mr. Lowe and Ms. Utley have additionally completed specific certification coursework in Cybersecurity with the National Association of Corporate Directors. In addition, Mr. Puckett and Ms. Sethna either had or currently have direct responsibility for their organization’s Information Technology functions, including oversight of Cybersecurity Risks.
Dr. Shaw, Ms. Sethna, and Ms. Willis all have extensive experience working with their organization’s sustainability programs.
Board Diversity
As noted under “Director Nominees, Qualifications, and Diversity” on page 5, our Board believes individuals with diverse backgrounds and experience will be best suited for providing balanced leadership for the Company. The Board has achieved diversity in both gender and ethnicity aligned with these objectives.
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2024 PROXY STATEMENT
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OWNERSHIP OF COMMON STOCK
Stock Ownership Guidelines
We maintain Stock Ownership Guidelines to emphasize the importance of substantive, long-term share ownership by our directors and officers to align their financial interests with those of our stockholders.
The guidelines are:
Position
Target Value
Non-Employee Directors5x annual retainer
Chief Executive Officer5x annual salary
Chief Operating Officer*4x annual salary
Other Executive Officers3x annual salary
Other Designated Executives1x annual salary
* SPX does not currently have the COO position.
Shares held in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines. Unvested time-based stock (and stock unit awards) are deemed to be owned shares for purposes of these guidelines. Unexercised stock options and unvested performance-based stock (and stock unit awards) are excluded for purposes of these guidelines. We ask non-employee directors and executive leaders to attain the desired level of stock ownership within five years of initial election as a director or appointment to the officer position.
Once a non-employee director or executive leader attains the desired level of share ownership, he or she will continue to be in compliance with these guidelines even if he or she later falls below the guideline, as long as 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 and vested restricted stock unit grants until he or she again meets or exceeds the guidelines. “Net shares” means the shares remaining after disposition of shares necessary to pay the related tax liability and, if applicable, the stock option exercise price.
Each non-employee director and named executive officer was in compliance with these requirements as of March 18, 2024.
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OWNERSHIP OF COMMON STOCK
Ownership of Common Stock
DIRECTORS AND EXECUTIVE OFFICERS
The following table includes information about how much of our common stock (our only outstanding class of equity securities) is beneficially owned by:
Each director and nominee for director;
Each named executive officer included in the Summary Compensation Table on page 39; and
All directors and executive officers as a group.
Unless otherwise noted, amounts and percentages are as of March 18, 2024.
Number of
Shares of Common
Stock
Beneficially Owned(1)
Right to
Acquire
Beneficial Ownership
Under Options Exercisable/
Stock Units Distributable
Within 60
Days(2)(3)
Right to
Acquire Beneficial Ownership Under Vested Deferred
Stock
Units(4)
Total Ownership of Common Stock(5)
Percent
of
Class
DIRECTORS AND DIRECTOR NOMINEES WHO ARE NOT NAMED EXECUTIVE OFFICERS
Patrick J. O’Leary15,382 — 23,321 38,703 *
Ricky D. Puckett26,168 — 12,535 38,703 *
David A. Roberts30,055 — 8,648 38,703 *
Meenal A. Sethna4,652 1,770 7,672 12,324 *
Ruth G. Shaw36,635 1,770 2,068 38,703 *
Robert B. Toth23,002 1,770 — 23,002 *
Tana L. Utley15,382 — 23,321 38,703 *
Angel Shelton Willis6,720 1,770 — 6,720 *
NAMED EXECUTIVE OFFICERS
Eugene J. Lowe, III1,118,705 562,994 — 1,118,705 2.39 %
Mark A. Carano3,285 1,850 — 3,285 *
J. Randall Data72,487 29,513 — 72,487 *
John W. Swann, III125,299 52,312 — 125,299 *
Sean McClenaghan61,432 8,843 — 61,432 *
Michael A. Reilly18,414 10,257 — 18,414 *
All directors and executive officers as a group (15 persons)
1,659,538 731,864 77,565 1,737,103 3.53 %
* Less than 1.0%
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2024 PROXY STATEMENT
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OWNERSHIP OF COMMON STOCK
(1)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, stock options that are exercisable or would become exercisable within 60 days, and other shares a director or officer would have the right to acquire within 60 days. The number of our shares beneficially owned by each of the named executive officers and by all directors, nominees and current executive officers as a group also includes shares represented as held under the individual’s account under the SPX Retirement Savings and Stock Ownership Plan (“401(k) Plan”). The stockholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them. Director RSUs that were electively deferred until six months following separation from service are not included as beneficially owned.
(2)Represents shares of our common stock issuable under options that are exercisable or become exercisable within 60 days of March 18, 2024 and RSUs that vest within 60 days of March 18, 2024. Such shares are included in the number of shares of common stock beneficially owned as presented in the preceding column on this table.
(3)Includes shares beneficially owned through the 401(k) Plan on March 18, 2024 for each of the following: Mr. Lowe, 4,888 shares; Mr. Carano, 216 shares; Mr. Data, 3,625 shares; Mr. Swann, 4,057 shares; Mr. McClenaghan, 289 shares; and all directors, nominees and current executive officers as a group, 41,107 shares. Non-employee directors do not participate in our 401(k) Plan.
(4)Includes vested RSUs issuable under the Director Deferral Election Program which are delivered six months following separation from Board service.
(5)Includes total shares held by the participant.
PRINCIPAL STOCKHOLDERS
The following table includes certain information about each person or entity known to us to be the beneficial owner of more than five percent of the issued and outstanding shares of our common stock.
Name and AddressShares of
Common Stock
Beneficially Owned
Percent
of Class(1)
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001
6,958,005(2)
15.23%
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
5,000,918(3)
10.95%
T. Rowe Price Investment Management, Inc.
101 E. Pratt Street
Baltimore, MD 21201
2,459,142(4)
5.38%
(1)Ownership percentages set forth in this column are based on the assumption that each of the principal stockholders continued to own, as of February 16, 2024, the number of shares reflected in the table.
(2)Based on information provided in a Schedule 13G/A filed with the SEC on January 22, 2024 by BlackRock, Inc., and certain affiliated entities (“BlackRock”) reporting beneficial ownership as of December 31, 2023. BlackRock reports having sole voting power with respect to 6,878,301, of the shares and sole dispositive power with respect to all the shares. The Schedule 13G/A indicates that iShares Core S&P Small Cap ETF beneficially owns more than five percent of our outstanding stock.
(3)Based on information provided in the Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group (“Vanguard”) reporting beneficial ownership as of December 29, 2023. Vanguard reports having shared voting power with respect to 72,424 of the shares; sole dispositive power with respect to 4,880,092 of the shares; and shared dispositive power with respect to 120,826 of the shares.
(4)Based on information provided in a Schedule 13G filed with the SEC on February 14, 2024 by T. Rowe Price Investment Management, Inc. (“T. Rowe Price”) reporting beneficial ownership as of December 31, 2023. T. Rowe Price reports having sole voting power with respect to 1,034,737 of the shares and sole dispositive power with respect to all of the shares.
Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, officers, and beneficial owners of more than 10% of our outstanding common stock to file with the SEC reports of ownership and changes in ownership. Based solely upon a review of Section 16(a) reports (including amendments) filed with the SEC, no director, officer, or beneficial owner of more than 10% of our outstanding common stock failed to file on a timely basis during 2023 any reports required by Section 16(a).
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2024 PROXY STATEMENT
23


EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
INTRODUCTION
This Compensation Discussion and Analysis (“CD&A”) provides information about our executive compensation program and the factors considered in making compensation decisions for the current and former executive officers listed in our Summary Compensation Table set forth below (the “named executive officers” or “NEOs”).
Our NEOs for 2023, and their current respective titles, are listed in the table below:
Named Executive OfficerTitle
Eugene J. Lowe, IIIPresident and Chief Executive Officer
Mark A. CaranoChief Financial Officer, Vice President and Treasurer
J. Randall DataPresident, Heating and Global Operations
John W. Swann, IIISegment President, Detection & Measurement
Sean McClenaghanSegment President, HVAC
Michael A. ReillyFormer Interim Chief Financial Officer and Treasurer, Chief Accounting Officer and VP, Finance
Mr. Reilly was appointed as Chief Financial Officer & Treasurer on an interim basis in September 2022 upon the resignation of the Company’s prior Chief Financial Officer and Treasurer and ceased serving in those capacities on January 3, 2023 upon the appointment and commencement of service of Mr. Carano as Chief Financial Officer, Vice President and Treasurer. Mr. Reilly continued to serve as Chief Accounting Officer and VP, Finance until his retirement in April 2023. In 2023, Mr. McClenaghan served as President, Global Cooling and was appointed Segment President, HVAC in January 2024.
EXECUTIVE SUMMARY
We achieved very strong operational, financial and strategic results in 2023, which led to an increase of 55% in the equity market value of our company. The majority of our businesses exceeded their financial performance targets, and our leadership teams continued to deliver progress on our strategic objectives, positioning us to achieve several of our long-range goals well ahead of schedule. We continued to leverage the strengths of each platform while expanding our reach into adjacent markets through strategic acquisitions. Finally, we achieved a significant milestone by settling our long standing disputes in South Africa, reducing enterprise risk and freeing up management time and attention to further focus on our strategic growth objectives.
Ensuring that we appropriately recognize the solid financial performance, focused efforts, and progress on our strategic initiatives is important to key talent retention and the motivation of the overall workforce.
Our executive compensation program is designed to align short-and long-term rewards directly to business performance. We and the Compensation Committee of the Board (the “Committee”) benchmark our compensation strategy against our peer group companies, which rewards performance that results in value generation for our stockholders.
Summary of Key Business Accomplishments
As noted above, our continued commitment to our long-term strategy enabled short-term success. Select accomplishments during 2023 include:
An increase of 55% in our total market capitalization, resulting in top quartile shareholder return against our peer group
An increase of 42% in consolidated segment income*, and record consolidated segment income margin* of 20.3%
An increase of $345.3M in net cash from operating activities, and growth in adjusted free cash flow* of 125%
An increase of $90.1M in total net income, and growth in adjusted EBITDA* of 50%
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2024 PROXY STATEMENT
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EXECUTIVE COMPENSATION
Deployment of $547M in capital for two strategic acquisitions, including our largest to date, ASPEQ Heating Group
Successful settlement of the outstanding South Africa claims, significantly reducing enterprise risk
Meaningful progress on continuous improvement, digital, talent (including diversity and inclusion), and sustainability initiatives, fueling our overall 2023 performance.
* Non-GAAP financial measure. Reconciliations of amounts presented as non-GAAP financial measures with the amounts of the most comparable measures calculated and presented in accordance with GAAP are presented in Appendix E of this Proxy Statement.
2023 Compensation Highlights
Our executive compensation program has three primary elements: base salary, annual incentive, and long-term incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs, and other senior management team members, to focus on stockholder value creation. The combination of Short- and long-term incentives provides more than 50% of our executives’ target compensation, with incentives tied directly to Company performance and achievement of our strategic initiatives. Based on our performance, and consistent with the design of our program, the Committee made the following executive compensation decisions for 2023:
Base Salary. Annual salary increases ranged from 3.0% to 4.5%. These adjustments maintain alignment of our NEOs’ base salaries with the market to facilitate retention and reward for execution of responsibilities and delivery of performance. These adjustments also reflect the contributions made by our NEOs in connection with executing on key initiatives and the Company’s strategic priorities over the course of the year. For details, please see page 32.
Annual Incentive. Based on our corporate performance results, awards under our Executive Bonus Program were paid at 200% of target. This payout applied to all our NEOs, with the exception of Mr. Swann, whose payout was 162.0% of target and Mr. McClenaghan whose payout was 196.2% of target, with the payouts to these officers being based on both business unit and corporate results. For details on each NEO’s award, please see page 33.
Long-Term Incentives. All of our NEOs, except Mr. Reilly, received equity and equity-based awards in 2023. Target award amounts and the mix of awards granted are described on page 33 of this CD&A. All of the NEOs, other than Mr. Carano and Mr. McClenaghan, received performance share awards in 2021 with payout based on relative TSR for the measurement period of January 1, 2021 through December 31, 2023. The performance for these awards achieved the 68th percentile for relative TSR resulting in a 136.0% payout. For details, please see page 34.
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EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PROGRAM
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Reflecting the Voice of Our Stockholders
We carefully consider the results of our stockholder Say-on-Pay vote from the previous year. At our 2023 Annual Meeting, approximately 87% of votes cast approved our executive compensation, while our Say-On-Pay voting results have averaged more than 90% approval each year since 2016. We continue to actively seek and highly value the perspectives of our investors. During the year, we reached out to stockholders owning approximately 75% of our common stock. We have taken and will continue to take stockholder feedback into consideration as we evolve our compensation program. Most importantly, we are committed to ensuring that our ongoing program is designed in the best interests of both our stockholders and executives.
Summary of Compensation Program
Sets total compensation that is in line with the market, employee experience and scope of responsibilities, facilitating attraction, retention, and reward for execution of responsibilities and delivery of performance;
Emphasizes variable compensation programs: greater than 80% of CEO and greater than 65% of other NEOs pay at risk;
Provides that a majority of long-term incentives to NEOs are performance based;
Establishes rigorous performance targets across key financial categories, including operating income, cash flow, and revenue, that exceed prior year results.
Grants equity awards with double-trigger termination payments upon a change in control;
Aligns compensation to performance against financial target delivery and progression on strategic initiatives, including continuous improvement, digital, diversity & inclusion, and sustainability;
Includes a relative TSR component against our industry group index for long-term incentives to align with stockholder value;
Freezes historic defined benefit pension plans, with no NEO participants;
Prohibits NEO hedging or pledging of our common stock.
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Our Compensation Principles
Our executive compensation program is centered around the following principles:
Alignment with
Stockholders’ Interests
Executive officers’ interests should be directly aligned with those of stockholders through a compensation program that emphasizes an appropriate balance of both short- and long-term financial performance and is directly affected by our stock price. Requiring executive officers to hold a meaningful amount of equity supports alignment to stockholder interests.
Link to
Business Priorities and
Performance
A significant portion of total compensation should be variable and subject to the attainment of certain specific and measurable performance goals and objectives. In addition to financial indicators, variable compensation should emphasize the link between rewards and the execution of strategy.
Competitiveness
Target total compensation should be competitive with that being offered to individuals holding comparable positions, with comparable experience, at other public companies with which we compete for leadership and market talent.
Governance
Maintaining best-practice executive compensation governance standards is critical to the decision-making process and the ability to manage risk. Doing so is in the best interests of our stockholders and executives.
Components of Total Direct Compensation
For 2023, we continued to focus on ensuring alignment of pay practices with stockholder interests and driving a pay-for-performance culture.
Design and characteristics of the SPX compensation program include:
Base Salary. Annual salary for our NEOs is targeted at the market median of peer companies and is in line with responsibilities, performance, contributions, and overall experience.
Annual Incentive. Annual Incentive levels (percents) are targeted at the market median of peer companies. Performance metrics focus on delivering key annual objectives with financial targets directly tied to the achievement of goals related to operating income, cash flow, and revenue. Performance modifiers may be further adjusted for individual performance, including progress related to our strategic initiatives.
Long-Term Incentives. Long-term incentive (“LTI”) awards align compensation and long-term performance. LTI award levels are targeted at the market median of peer companies with some variation above and below median by NEO to account for factors including responsibilities, performance, contributions and overall experience. The mix of awards includes:
25% Stock Options (“Options”) that vest ratably over a three-year period;
50% Performance Stock Units (“PSUs”) tied to relative TSR (“r-TSR”) compared to a peer group within the S&P 600 Small Cap Capital Goods Index over a three-year performance measurement period, with potential payout range of 0% to 150% of target, and cannot exceed target if our TSR is negative;
25% Restricted Stock Units (“RSUs”) that vest ratably over a three-year period.
Performance against our strategic initiatives, including sustainability objectives, is considered when making awards and setting targets for all components of our compensation programs. The experience level, performance and other relevant market and talent competitive factors are considered when establishing compensation levels each year or when hiring new executives. Accordingly, we would expect our more tenured, high-performing, or highly skilled officers to be higher in range, against our peers, on all compensation program components.
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EXECUTIVE COMPENSATION
The Committee evaluates the Company’s compensation programs annually and considers a number of factors when evaluating the components of LTI compensation, including equity use and dilution, compensation trends to attract and retain talent, and alignment of incentives with Company performance and peer group analysis.
Mix of Compensation Elements
The following charts show that for 2023 the mix of compensation elements targeted for our NEOs was heavily weighted toward performance-based compensation. The mix of LTI is based on the allocation value used in determining the number of units or options, as applicable, for each award.
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Our CEO’s Pay-for-Performance Alignment
The following chart shows our CEO’s compensation relative to our TSR compared with our peer group of companies listed on page 31, demonstrating how our executive compensation program aligns with performance.
For purposes of this chart, compensation includes the three-year total for salary, target annual bonus, the target value of equity awards and amounts from the “change in pension value and nonqualified deferred compensation” and “All Other Compensation” columns of each company’s Summary Compensation Table disclosure. Performance is three-year total shareholder return. Due to the timing of public disclosures, peer company data represents 2020 through 2022 while our CEO’s total compensation represents 2021 through 2023 and our total shareholder return is for December 31, 2020 through December 31, 2023.
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Relative Pay Rank
* Peer company compensation based on 2020, 2021 and 2022 compensation data from each company’s three most recent proxy statement filings.
Our relative performance rank exceeds our CEO relative pay rank. Since Mr. Lowe’s promotion to CEO more than eight years ago, we have consistently delivered above median performance and compensated according to our philosophy to align target executive compensation with that of our peers and provide variable incentive compensation that rewards executives at higher levels when excellent performance is achieved.
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EXECUTIVE COMPENSATION
HOW DECISIONS FOR OUR NAMED EXECUTIVE OFFICERS WERE MADE
Executive Compensation Practices
What We Do
Heavy emphasis on variable, performance-based compensation
Majority of long-term incentive awards are performance based
Align compensation to year-over-year performance and delivery on strategic initiatives.
Stock ownership guidelines
Clawback provisions that apply to both cash and equity incentive awards
“Double-trigger” termination payments upon a change in control
Use of independent compensation consultant
Regular risk assessments
Annual reviews of share utilization
Stockholder outreach
Regular market assessments against our peer group
What We Do Not Do
No multi-year guarantees of salary increases
No tax gross-ups on termination payments following a change in control
No hedging of Company stock
No pledging of Company stock
No significant perquisites or defined benefit pension plans
No “single-trigger” termination payments upon a change in control
No repricing or backdating stock options without stockholder approval
The Role of the Compensation Committee
The Committee is responsible for overseeing the design and administration of the executive compensation program so that the program is consistent with our compensation philosophy. The Committee reviews compensation levels for all of our executive officers, including our NEOs. The Committee also makes all final compensation decisions regarding our NEOs and officers, except for the CEO, whose compensation is reviewed and approved by the full Board, excluding Mr. Lowe, based upon recommendations of the Committee.
The Committee also works very closely with its independent compensation consultant and with management to examine the effectiveness of the Company’s executive compensation program. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which is available on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance—Board Committees.”
The Role of Management
Certain members of our senior management team help prepare for and attend meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. However, only the Committee members are allowed to vote on decisions regarding executive compensation. The Committee also receives recommendations from the CEO regarding the compensation of our other officers, including the other NEOs. The CEO does not participate in the deliberations of the Committee and Board regarding his own compensation.
The Role of the Independent Compensation Consultant
The Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its sole independent compensation consultant through September 13, 2023 and Pearl Meyer acted as sole compensation consultant with respect to compensation structure for and awards made in 2023. On September 14, 2023, the Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its sole independent compensation consultant. Meridian does not, and Pearl Meyer did not, provide any services to our Company other than advice to and services for the Committee relating to compensation of all executives and the Governance & Sustainability Committee relating to compensation of our non-employee directors. The independent compensation consultant may provide other consulting services to SPX, on a limited basis and only with approval from the Committee and the Governance & Sustainability Committee. The Committee reviews services provided by its independent compensation consultant on at least an annual basis. The independent compensation consultant reviews, analyzes and assesses the Company’s executive compensation program and
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EXECUTIVE COMPENSATION
management’s recommendations for compensation; conducts risk assessments on the Company’s executive incentive plans; and presents recommendations on compensation amounts and structure for the President and CEO. In addition the independent compensation consultant recommends the list of peer companies against which we benchmark our executive officer and director compensation.
The Committee has directed the independent compensation consultants 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 Committee has considered the independence of Pearl Meyer and Meridian in light of SEC rules, NYSE listing standards, and the requirements of the Committee’s charter. The Committee requested and received a letter from each of Pearl Meyer and Meridian addressing relationships with and the independence of such firm and the senior advisor involved in the engagement of such firm.
The Committee concluded that the work performed by Pearl Meyer and Pearl Meyer’s senior advisor involved in the engagement and by Meridian and Meridian’s senior advisor involved in the engagement did not raise any conflict of interest and that each was independent.
The Role of the Peer Group
Our executive compensation program takes into account the compensation practices of companies with which we compete or could compete for executive talent. Peer companies are selected based on a number of factors including size, industry, and markets served. Based on changes in corporate structures and market caps, each of Altra Industrial Motion Corp, CIRCOR International, Inc., and Regal Rexnord Corp were removed and John Bean Technologies Corporation was adopted as a peer for 2023. In June 2023, Harsco Corp. changed its name to Enviri Corporation.
For purposes of setting 2023 executive compensation, the Committee used the following peer companies (“peer group”):
SPX Peer Companies
Barnes Group Inc.
Franklin Electric Co., Inc.
Chart Industries, Inc.
Graco, Inc.
Crane Co.
IDEX Corp.
Curtiss-Wright Corp.
John Bean Technologies Corp.
Enpro Inc.
Nordson Corp.
Enviri Corporation
TriMas Corp.
ESAB Corporation
Watts Water Technologies, Inc.
Federal Signal Corporation
Zurn Elkay Water Solutions Corporation
Our peer companies were drawn from a pool of potential companies identified by our management either as key competitors for senior talent or as having businesses or serving end markets similar to our Company. These companies were further reviewed for appropriateness as peers by Pearl Meyer prior to Committee approval. The primary factors used to generate the group were as follows:
Similar business mix to SPX;
Similar end markets to SPX;
Competitors for executive talent;
Market capitalization; and
Revenue of approximately 0.4 to 2.5 times SPX’s revenue.
SPX annual revenues for 2023 are approximately at the median of peer companies.
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EXECUTIVE COMPENSATION
The Committee reviews the peer group annually to assure alignment and adds or removes companies as peers as it deems appropriate and necessary to maintain competitive and balanced alignment. The Committee uses the peer group data to assist in compensation decisions around base salary, short-term incentives, and long-term incentives, as well as in benchmarking other executive compensation matters.
Base Salary
Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain talent. Base salary levels are reviewed annually. When making adjustments, the Committee considers the Company’s overall performance; the NEO’s individual performance, experience, career potential, and tenure with the Company; and competitive market practices. The Committee approved increases in annual base salary, effective March 27, 2023, as reflected in the table below, to continue to improve the competitive market position of our NEO’s base salaries relative to our peer group.
Named Executive Officer
Annual Base Salary
(From 3/28/2022)
Annual Base Salary
(From 3/27/2023)
%
Adjustment
Eugene J. Lowe, III
$1,000,000$1,035,0003.5%
Mark A. Carano$500,000(1)
J. Randall Data
$521,167$544,6194.5%
John W. Swann, III
$560,000$576,8003.0%
Sean McClenaghan
$560,000$576,8003.0%
Michael A. Reilly
$451,049$451,049
(1)Mr. Carano was hired effective January 3, 2023, with a base salary of $500,000. In addition, to offset the loss of a portion of the incentive compensation under his prior employment arrangement, in connection with the commencement of his employment with the Company, Mr. Carano received a sign-on bonus of $100,000. Mr. Carano was obligated to repay the full amount of the sign-on bonus if he voluntarily terminated his employment with the Company or his employment was terminated by the Company for cause within 12 months of the payment date. The repayment obligation continues for the subsequent 12-month period upon a termination of employment under these circumstances, with the amount being ratably reduced for each month of his continued employment unless he fails to repay such amount upon the Company’s demand, in which case the full amount of the sign-on bonus is required to be repaid. The full amount of the sign-on bonus is included as “Bonus” for 2023 in the Summary Compensation Table appearing on page 39.
Annual Incentive
Executive Bonus Program
Our Executive Bonus Program pays annual bonuses ranging from 0% to 200% of target by reference to three key metrics: adjusted operating income* adjusted free cash flow*, and adjusted revenue.*
The Committee selected these metrics to be transparent and to provide clarity and consistency in calculating bonuses. In setting short-term incentive goals, SPX management and the Committee utilized a number of data points to focus targets on driving the Company’s strategic priorities, including setting goals that incentivize delivery of annual objectives.
2023 targets were set to drive continued growth in adjusted revenue*, adjusted operating income*, and adjusted free cash flow*.
As previously discussed, we were able to deliver very strong financial performance in 2023. The majority of our businesses exceeded their revenue targets and showed positive growth in operating income through active management of pricing, the delivery of continuous improvement initiatives and cost controls. Cost controls at the Corporate level also facilitated a positive impact on the adjusted operating income*. As a result, we achieved year-over-year growth in adjusted revenue* and adjusted earnings per share* of approximately 12% and 39%, respectively. In addition, we generated strong adjusted free cash flow* reporting $295.3 million. All three metrics generated over double digit improvement from prior year results.
The table below shows the 2023 threshold, target, and maximum goals for each of the relevant metrics under our Executive Bonus Program, as well as the actual performance results. Threshold payout is 50% of target and maximum payout is 200% of target, with linear interpolation of payouts for results between threshold and target or between target and maximum.
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Performance Metric and Weighting
Level of Performance ($ Millions)
Payout
%
Threshold ($)
Target ($)
Maximum ($)
Actual ($)
Adjusted Operating Income* (50%)
$ 197.0
$ 217.0
$ 237.0
$ 271.2
200.0%
Adjusted Free Cash Flow* (25%)
$ 205.0
$ 230.0
$ 260.0
$ 295.3
200.0%
Adjusted Revenue* (25%)
$1,490.0$1,550.0$1,625.0$1,639.7200.0%
Total Corporate Results
200.0%
For 2023, adjusted operating income* of $271.2 million resulted in a 200% payout, with a weighting of 50%. Adjusted free cash flow* of $295.3 million resulted in a 200% payout, with a weighting of 25%. Adjusted revenue* of $1,639.7 million resulted in a 200% payout, with a weighting of 25%. Accordingly, based on these performance metrics the cumulative payout for 2023 results would be 200% of target for those NEOs with 100% of their bonus tied to corporate metrics.
Mr. Lowe, Mr. Carano, Mr. Data, and Mr. Reilly’s bonus payouts are tied 100% to the corporate results. Mr. Swann and Mr. McClenaghan have target incentives that include both business unit and corporate results: 75% of each of their incentives is based on their respective roles as a business unit or segment President, and 25% is based on corporate metrics. For 2023, the segment performance achievement metric for Mr. Swann was 149.0%, generating an overall payout of 162.0% for him, and the business unit performance achievement metric for Mr. McClenaghan was 195.0%, generating an overall payout of 196.2% for him. We do not include the specific segment and business unit financial metrics and performance levels for Mr. Swann and Mr. McClenaghan because we believe this information is confidential information and its public disclosure could cause competitive harm to those businesses. At the time these performance goals were set, the Committee deemed the target performance levels to be realistic “stretch” goals, with a maximum payout possible only in the event of superior performance. Following application of calculated awards, the payout by named executive officer is noted in the table below. Mr. Reilly’s annual incentive payout is prorated based on time service prior to his retirement.
* Non-GAAP financial measure. Reconciliations of amounts presented as non-GAAP financial measures with the amounts of the most comparable measures calculated and presented in accordance with GAAP are presented in Appendix E of this Proxy Statement.
Executive Bonus Results for 2023
The table below shows the total annual bonuses earned by our NEOs for 2023.
Named Executive Officer
Annual Base
Salary
as of
12/31/2023
Target
Payout
(as a % of
Base Salary)
Bonus
Achieved
(% of Target
Payout)
Total
Bonus
Eugene J. Lowe, III$1,035,000
110%
200.0%
$2,277,000
Mark A. Carano$500,000
70%
200.0%
$700,000
J. Randall Data$544,619
70%
200.0%
$762,467
John W. Swann, III$576,800
70%
162.0%$654,071
Sean McClenaghan$576,800
70%
196.2%
$792,207
Michael A. Reilly(1)
$451,049
50%
200.0%
$121,783
(1)Mr. Reilly’s bonus was prorated for his length of service in 2023.
Long-Term Incentives
Long-term incentives are an integral part of our executive compensation program. They are designed to align the financial interests of our NEOs with those of our stockholders through performance-based compensation that correlates with the creation of long-term stockholder value. Our long-term incentive awards also support our executive retention strategy.
For 2023, the Committee approved the following mix of LTI awards, which awards were granted in March 2023 under our stockholder approved plans:
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EXECUTIVE COMPENSATION
Stock Options (25% Weighting)
In 2023, awards of Options were granted to eligible participants, including each of the NEOs, other than Mr. Reilly. The Committee approved the 2023 Option grants to the NEOs in March 2023. The exercise price per share of the 2023 Options is the closing trading price per share on the NYSE on the date of grant. The 2023 Options grant agreement provides generally for time-based ratable vesting in equal installments (of 33 1/3 percent per year) over a three-year period (generally subject to continued service during the period) with a maximum exercise term of ten years. The Committee approves all grants of Options to officers based on its equity grant guidelines.
Performance Stock Units (50% Weighting)
The 2023 awards of PSUs provide eligible participants, including each of the NEOs, other than Mr. Reilly, the opportunity to receive shares of common stock based on pre-established financial performance targets over a specified three-year period (and generally subject to continued service during the performance period). The performance criteria for the PSUs are based on the r-TSR of SPX as compared to the results of a peer group within the S&P 600 Small Cap Capital Goods Index. At grant date, this peer group was comprised of 57 companies that compete in similar markets. Payouts under the program are made in shares of our common stock and range from 0% to 150% based on our TSR achievement versus the peer group. Threshold payout is 50% of target and maximum payout is 150% of target, with linear interpolation of payouts for results between threshold and target or between target and maximum. Threshold payout is achieved at the 30th percentile, target at the 50th percentile, and maximum at the 75th percentile. No payout is awarded unless SPX performance is equal to or greater than the 30th percentile. Payout cannot exceed target if our TSR is negative.
Restricted Stock Units (25% Weighting)
As part of the 2023 long-term incentive program, participants, including each of the NEOs, other than Mr. Reilly, received RSUs. The Committee approved the 2023 RSU grants to the NEOs in February 2023, other than the award to Mr. McClenaghan which was approved in connection with his commencement of his employment. The 2022 RSU grant agreement provides generally for time-based ratable vesting in annual installments (of 33 1/3 percent per year) over a three-year period (generally subject to continued service during the period). The Committee approves all grants of RSUs to be issued by the Company pursuant to approved equity grant guidelines. In addition, to offset the loss of incentive compensation under his prior employment arrangement, in connection with the commencement of his employment with the Company, Mr. Carano was granted restricted stock units having a value at grant equal to approximately $250,000. These restricted stock units vest in annual one-third increments over three years from the date of grant, with vesting contingent upon Mr. Carano’s continued employment.
Our NEOs received the following long-term incentive award opportunities in 2023:
Named Executive Officer
Target LTI
Value
Units
OptionsPSUsRSUs
Eugene J. Lowe, III
$4,250,000 33,70729,23814,619
Mark A. Carano(1)
$950,000 5,5524,8165,907
J. Randall Data
$795,000 6,3055,4692,735
John W. Swann, III
$750,000 5,9485,1602,580
Sean McClenaghan
$750,000 5,9485,1602,580
Michael A. Reilly(2)
$     —
(1)In addition to annual grant of 2,408 RSUs, Mr. Carano received a grant of 3,499 RSUs effective February 1, 2023 in connection with the commencement of his employment in January 2023 to offset the loss of a portion of the incentive compensation under his prior employment arrangement. These additional RSUs vest in annual one-third increments over three years from the date of grant, contingent upon Mr. Carano’s continued employment.
(2)Mr. Reilly did not receive a long-term equity grant in 2023 given his retirement.
The allocation of Options was based on the Black-Scholes valuation and RSUs and PSUs were based on the average closing fair market value of SPX stock for the 15 trading days immediately preceding the date of grant. The amounts included for PSUs in the “Summary Compensation Table” beginning on page 39 and in the table included in “Grants of Plan-Based Awards” beginning on page 42 are based on the grant date fair value of the PSUs determined using financial accounting assumptions as required by SEC rules for reporting the related compensation in those tables, which differ from the values assigned to these awards in the allocations described above.
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Outstanding equity awards are more fully described in the “Outstanding Equity Awards at Fiscal Year-End” table in “Executive Compensation,” beginning on page 44.
Performance Stock Units Awards in 2021
The grant of PSUs made in February 2021 to the NEOs other than Mr. Carano and Mr. McClenaghan (who joined SPX after those grants had been made) covered the measurement period of January 1, 2021 through December 31, 2023. The performance metric for these PSUs measures r-TSR compared to a peer group within the S&P 600 Small Cap Capital Goods Index. Total stockholder return delivered in the measurement period was 66.99%, which ranked in the 68th percentile, compared to threshold of 30th percentile, target of 50th percentile, and maximum of 75th percentile. The resulting performance achievement of the February 2021 grant was a 136.0% payout of the PSUs. The final value of the payout reflects both the appreciation of the value of stock since the time of the grant and the payout at 136.0% of the performance award.
OTHER PRACTICES, POLICIES, AND GUIDELINES
Policy on Hedging
No SPX director or employee may trade in derivative securities relating to SPX securities, such as put and call options or forward transactions.
Policy on Pledging
No SPX director or officer may pledge SPX securities.
Stock Ownership Guidelines
Our Stock Ownership Guidelines are designed to help ensure our officers’ interests are closely aligned with those of our long-term stockholders. Additional detail can be found in “Ownership of Common Stock—Stock Ownership Guidelines” on page 21.
Compensation Clawback Policies
The Company maintains two executive compensation clawback policies with respect to its executive officers, including a policy adopted effective as of December 1, 2023 to address new requirements under rules recently adopted by the SEC and NYSE under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 mandating the clawback of incentive compensation upon the restatement of the Company’s financial statements. The prior-existing clawback policy that had been adopted by the Company defines the economic consequences misconduct could have on the compensation of executive officers. Under that policy, we retroactively adjust compensation in the event of a restatement of financial or other performance results to the extent required under applicable rules under the Sarbanes-Oxley Act of 2002. Our executive bonus program 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 12-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. If the Board were to determine that a 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 could include termination of employment and/or other appropriate actions.
The recently adopted Dodd-Frank clawback policy is of broader scope and applies with respect to a restatement of the Company’s financial statements even in the absence of any fraud or misconduct by an executive officer. The policy generally requires the recovery by the Company, in the event of a required accounting restatement (including a “little-r” restatement) of the Company’s financial statements, of incentive-based compensation received after the effective date of the adoption of the policy, which is based wholly or in part upon the attainment of any financial reporting measure, received by current or former executive officers to the extent that such compensation based on the erroneously reported financial information exceeds the amount derived from the restated financial information. Clawback under the policy is required for any such excess compensation received during the three completed fiscal years immediately preceding the date the Company is required to prepare an accounting restatement. The policy provides for mandatory clawback by the Company of such excess compensation, with exceptions applicable only if (1) the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered (provided that the Company must make a reasonable attempt to recover such erroneously awarded compensation, document its reasonable attempts to recover, and provide that documentation to the NYSE) or (2) a recovery from certain tax-qualified retirement plans would likely cause such plans to fail to meet the statutory requirements for tax exemption.
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EXECUTIVE COMPENSATION
To facilitate the application of the Dodd-Frank clawback policy, the Company requires recipients of awards of incentive compensation based wholly or in part upon the attainment of any financial reporting measure, including relative TSR, to agree to repay any such excess compensation in accordance with the policy. Since 2013, our equity award agreements have provided that awards are subject to any compensation recovery policy adopted by the Company, as amended from time to time.
Other Benefits and Perquisites
We provide perquisites to attract and retain executives in a competitive marketplace, and we believe these benefits are generally consistent with market practices of our peer group and other comparable public industrial manufacturing companies. For a full listing of benefits and perquisites, see the “Summary Compensation Table” and accompanying footnotes beginning on page 39. We do not provide tax gross-up payments for perquisites.
Our CEO may utilize our aircraft for personal travel for himself and his family. Other executive officers may be permitted personal use of our aircraft for themselves and their families if approved by our CEO. We report the value of any personal use of our corporate aircraft by NEOs as ordinary taxable income based on Standard Industry Fare Levels and as compensation in the “Summary Compensation Table” on page 39. based on our incremental costs.
Retirement and Deferred Compensation Plans
None of our NEOs participate in an SPX defined benefit pension plan.
Our executives, along with the majority of our U.S.-based employee population, are eligible to receive matching contributions into the SPX Retirement Savings and Stock Ownership Plan (the “401(k) Plan”), a tax-qualified retirement savings plan. Matching contributions are immediately vested and are invested initially in the SPX Common Stock Fund in the form of units. This fund under the 401(k) Plan is primarily invested in SPX common stock, with a small portion of the fund in cash, for purposes of administrative convenience.
Executive officers and other senior-level management employees are also eligible to participate in the SPX Supplemental Retirement Savings Plan (the “SRSP”), a non-qualified deferred compensation plan that permits voluntary deferrals of base salary and annual bonuses.
For more information regarding these plans, see the Nonqualified Deferred Compensation table and accompanying narrative and footnotes, beginning on page 46.
Termination and Change-in-Control Provisions
As described below, all our NEOs who are currently employed, except Mr. Lowe, have entered into the current form of our change-in-control agreement as filed with the SEC.
On September 28, 2015, the Committee recommended, and the Board approved, an employment agreement and a change-in-control agreement for Mr. Lowe, President and Chief Executive Officer, and the form of severance benefit agreements and change-in-control agreements for all other current executive officers. The Committee reviews these agreements annually considering stakeholder interests and market competitiveness and will address adjustments as it deems appropriate.
Our severance arrangements are designed to protect stockholder interests by stabilizing management during periods of uncertainty. Executives often assign significant value to severance agreements because these agreements provide compensation for lost professional opportunities in the event of a negative qualifying event following a change-in-control.
Severance agreements can also be a powerful tool to discourage entrenchment of management, in that these 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. As described above, all our NEOs who are currently employed, except Mr. Lowe, have entered into the most current form of our severance benefit agreement as filed with the SEC. In lieu of a separate severance benefit agreement, we have entered into an employment agreement with Mr. Lowe that provides for certain severance benefits.
We utilize a double-trigger in the event of a change-in-control. If the executive officer experiences a qualifying negative employment action following a change-in-control, then the executive officer becomes immediately vested in all previously granted unvested SPX equity, including shares subject to performance vesting, at the target level of vesting. This feature is designed to be equitable in the
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EXECUTIVE COMPENSATION
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.
Severance and change-in-control terms are further discussed and quantified in “Potential Payments Upon Termination or Change-in-Control,” beginning on page 48.
Notes
The discussion of performance targets in this CD&A is exclusively in the context of executive compensation and should not be used for any other purpose or regarded as an indication of management’s expectations of future results.
References to “bonus” or “bonuses” in this CD&A and the compensation tables are to our annual performance-based payments reflected as “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table” on page 39 and “Estimated Future Payouts under Non-Equity Incentive Plan Awards” in the “Grants of Plan-Based Awards” table on page 42.
Risk Analysis
Management regularly monitors and reviews our compensation program and the related risks and reports its findings to the Committee.
We do not believe our compensation policies and practices give rise to risks that are reasonably likely to have a material adverse effect on our Company. In reaching this conclusion, we considered the following factors:
Our compensation program is designed to provide a mix of both fixed and variable incentive compensation.
The variable portions of compensation (cash incentive and equity awards) are designed to reward both annual performance and longer-term performance. We believe this design mitigates any incentive for short-term risk-taking that could be detrimental to our Company’s long-term best interests.
For business unit level executives, a significant percentage of their compensation is based on the performance of our Company as a whole. This is designed to mitigate any incentive to pursue strategies that might maximize the performance of a single operating business unit to the detriment of our Company as a whole.
Our executive officers are subject to stock ownership guidelines that we believe incentivize our executives to consider the long-term interests of our Company and our stockholders and discourage excessive risk-taking that could negatively impact our stock price.
The Committee exercises risk oversight of our executive compensation program.
A qualitative risk assessment concluded that our plans do not have an unreasonable ratio between fixed and variable compensation. The annual bonus plans are capped at specified maximum percentages, which limits incentives to undertake excessive risk.
The management annual bonus plan also has clawback provisions relating to any fraud, manipulation, or negligence in connection with computation of performance measures or payments under the plans.
Incentive plans are primarily determined by a formula tied directly to Company performance.
Sales incentive plans are regularly reviewed within the context of enterprise risk.
In addition to the structure of our plans, we mitigate any risk that may be generated by compensation plans through management oversight, compliance training and enforcement, and periodic reviews.
No single SPX business unit carries a significant portion of the Company’s risk profile, or has compensation structured in a significantly different manner than other business units within the Company, regardless of relative business unit profitability or compensation expense as a percentage of revenues.
Management does not believe that any of the design features pose a significant concern. Based upon this analysis, we determined that the compensation programs do not present a material risk.
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EXECUTIVE COMPENSATION
Compensation Committee Report
The Compensation Committee of the SPX Board of Directors consists of five directors. Each of the Committee members is independent, as defined under SEC rules and the listing standards of the NYSE. The Committee reviews SPX’s “Compensation Discussion and Analysis” on behalf of the Board.
The Committee has reviewed and discussed the “Compensation Discussion and Analysis” with management, and based on the review and discussions, the Committee recommended to the Board 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, 2023.
Compensation Committee,
Ricky D. Puckett, Chairman
David A. Roberts
Ruth G. Shaw
Robert B. Toth
Tana L. Utley
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Compensation Tables
SUMMARY COMPENSATION TABLE
The following table summarizes the compensation for our named executive officers during 2023. The “named executive officers” or “NEOs” are our Chief Executive Officer, our Chief Financial Officer, our next three most highly compensated officers who were executive officers at year end and a retired officer who served as interim Chief Financial Officer for the first few days of 2023. Only 2023 compensation amounts are provided for Mr. Carano, and only 2022 and 2023 compensation amounts are provided Messrs. Reilly and McClenaghan, as they were not NEOs prior to then.
Name and Principal Position
Year
Salary
($)(1)
Bonus
($)
Stock Awards ($)(2)
Option Awards ($)(3)
Non-Equity Incentive Plan Compensation ($)(4)
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)
All Other Compensation ($)(5)
Total
($)
Eugene J. Lowe, III
President and Chief Executive Officer
20231,026,849 — 3,175,978 1,051,658 2,277,000 — 127,129 7,658,614 
2022991,047 — 2,937,238 954,477 1,454,313 — 247,000 6,584,075 
2021953,181 — 3,245,177 1,087,376 1,143,493 — 88,258 6,517,485 
Mark A. Carano(6)
Vice President, Chief Financial Officer and Treasurer
2023497,260 100,000 787,103 173,222 700,000 — 29,320 2,286,905 
J. Randall Data
President, Heating and Global Operations
2023539,157 — 594,107 196,716 762,467 — 61,102 2,153,549 
2022516,444 — 583,800 189,705 505,293 — 85,097 1,880,339 
2021497,082 — 624,733 209,319 416,965 — 57,432 1,805,531 
John W. Swann, III
Segment President, Detection & Measurement
2023572,888 — 560,505 185,578 654,071 — 67,939 2,040,981 
2022511,855 — 514,021 167,031 425,828 — 139,158 1,757,893 
2021487,012 — 567,894 190,292 431,124 — 59,296 1,735,618 
Sean McClenaghan(7)
Segment President, HVAC
2023572,888 125,000 560,505 185,578 792,207 — 22,771 2,258,949 
2022148,822 125,000 490,519 490,541 154,281 — 5,800 1,414,963 
Michael A. Reilly(8)
Former Interim Chief Financial Officer & Treasurer, Chief Accounting Officer and VP Finance
2023122,339 150,000 — — 121,783 — 23,553 417,675 
2022448,356 — — — 312,365 — 89,787 850,508 

(1)NEOs are eligible to defer up to 50% of their salaries into the 401(k) Plan; and the SRSP. In 2023, the following NEOs deferred the following portions of their salaries into the 401(k) Plan and the SRSP:
Name
Deferred into
401(k) Plan ($)
Deferred into
SRSP ($)
Eugene J. Lowe, III
15,38541,663
Mark A. Carano12,646
J. Randall Data
10,02226,285
John W. Swann, III
16,15427,875
Sean McClenaghan
10,543
Michael A. Reilly
22,5523,123
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EXECUTIVE COMPENSATION
(2)The amounts reported in the above table were calculated in accordance with FASB Accounting Standard Codification Topic 718 (“Topic 718”) to reflect their grant date fair-value given vesting requirements. See Note 16 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding the calculation of these numbers. Amounts presented for 2023 include RSU and PSU awards. The values for PSUs assumes achievement at the target performance level. At the maximum performance level of 150%, Mr. Lowe would receive $3,186,650, Mr, Carano would receive $524,896, Mr. Data would receive $596,066, Mr. Swann would receive $562,388, and Mr. McClenaghan would receive $562,388. Mr. Reilly did not receive and RSU or PSU award in 2023.
(3)Option Awards reflect the fair-value at time of grant in accordance with Topic 718 to reflect their grant date fair value given vesting requirements. See note 16 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding the calculation of these numbers. See the “Grants of Plan-Based Awards” table for more information on these grants.
(4)In 2024, the year in which they received the 2023 bonus payout, the following NEOs deferred the following portions of their bonuses into the 401(k) Plan and the SRSP:
Name
Deferred into
401(k) Plan ($)
Deferred into
SRSP ($)
Eugene J. Lowe, III7,077106,552
Mark A. Carano16,662
J. Randall Data20,027
John W. Swann, III6,36225,200
Sean McClenaghan14,055
Michael A. Reilly
(5)All Other Compensation for 2023 for NEOs is outlined in the table below:
NameFinancial
Planning
($)
Executive Physical
($)
Matching
Gift
($)(a)
Company Aircraft Personal Use
($)(b)
Group Term Life (>50k)
($)
Retirement Savings Plan Match
($)
Supplemental Retirement Savings Plan Match
($)(c)
Other Benefits
($)(d)
Total
($)
Eugene J. Lowe, III1,100 2,236 10,000 190 — 16,500 96,745 358 127,129 
Mark A. Carano10,685 4,131 — — 1,858 12,646 — — 29,320 
J. Randall Data13,685 5,236 — — 3,777 16,500 21,904 — 61,102 
John W. Swann, III6,043 2,701 4,540 — 4,750 16,500 33,405 — 67,939 
Sean McClenaghan2,195 — — — 4,076 16,500 — — 22,771 
Michael A. Reilly— — — — 996 16,500 6,057 — 23,553 
(a)We will make matching donations for charitable contributions made by employees up to a total of $5,000 per annum. We will make matching donations for executive officers up to a total of $10,000. Amounts represented are the matching contributions for 2023.
(b)Represents guest travel accompanying executive officer on business travel. Values reflects the incremental costs (e.g., food and beverage).
(c)Represents matching contributions made by the employer to the SRSP during the plan year.
(d)Represents a $200 15-year service award gift card which includes a tax gross up.
(6)Mr. Carano joined the Company in January 2023. To offset the loss of a portion of the incentive compensation under his prior employment arrangement, in connection with the commencement of his employment with the Company, Mr. Carano received a sign-on bonus of $100,000. Mr. Carano was obligated to repay the full amount of the sign-on bonus if he voluntarily terminated his employment with the Company or his employment was terminated by the Company for cause within 12 months of the payment date. The repayment obligation continues for the subsequent 12-month period upon a termination of employment under these circumstances, with the amount being ratably reduced for each month of his continued employment unless he fails to repay such amount upon the Company’s demand, in which case the full amount of the sign-on bonus is required to be repaid. The full amount of the sign-on bonus is included as “Bonus” for 2023.
(7)Mr. McClenaghan joined the Company in September 2022 as President, Global Cooling and was appointed as Segment President, HVAC in January 2024. He received $125,000 in 2023 as the final installment of his sign-on bonus.
(8)Mr. Reilly was appointed as Chief Financial Officer & Treasurer on an interim basis in September 2022 upon the resignation of the Company’s prior Chief Financial Officer and Treasurer and ceased serving in those capacities on January 3, 2023 upon the appointment and commencement of service of Mr. Carano as Chief Financial Officer, Vice President and Treasurer. Mr. Reilly continued to serve as Chief Accounting Officer and VP, Finance until his retirement on April 7, 2023. In light of his pending retirement, Mr. Reilly was awarded a cash bonus in lieu of an annual equity grant in recognition of his service as interim Chief Financial Officer & Treasurer.
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CEO Employment Agreement
The above benefits for Mr. Lowe are provided pursuant to the terms of his employment agreement. His employment agreement provides for annual base salary levels, annual incentive compensation opportunity, severance entitlements, and allowance amounts for annual income tax return preparation and financial planning. The initial term of Mr. Lowe’s employment agreement expired on December 31, 2017, and the agreement automatically renews in additional subsequent one year-long terms unless at least 180 days prior to the expiration of any subsequent extended term one of the parties provides the other party with a written notice of non-renewal.
See “Compensation Discussion and Analysis,” beginning on page 24, for further discussion and explanation of each element of compensation.
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EXECUTIVE COMPENSATION
GRANTS OF PLAN-BASED AWARDS
The following table provides information regarding equity and non-equity awards granted to the NEOs in 2023.
Name
Grant
Date(1)
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Estimated Future Payouts Under Equity Incentive Plan Awards
All Other Stock Awards: Number of Shares or Stock Units (#)(4)
Stock Option Awards (#)(5)
Exercise Price of Stock Option Awards ($)
Grant Date Fair Value of
Stock and Option Awards
($)(6)
Threshold
($)(2)
Target
($)(2)
Maximum
($)(2)
Threshold
(#)(3)
Target
(#)(3)
Maximum
(#)(3)
Eugene J. Lowe, III
3/14/2024569,2501,138,5002,277,000
3/1/202314,61929,23843,8572,124,433
3/1/202314,6191,051,545
3/1/202333,70771.931,051,658
Mark A. Carano3/14/2024175,000350,000700,000
3/1/20232,4084,8167,224349,931
3/1/20232,408173,207
3/1/20235,55271.93173,222
2/1/20233,499263,965
J. Randall Data
3/14/2024190,617381,233762,467
3/1/20232,7355,4698,204397,378
3/1/20232,735196,729
3/1/20236,30571.93196,716
John W. Swann, III
3/14/2024201,880403,760807,520
3/1/20232,5805,1607,740374,926
3/1/20232,580185,579
3/1/20235,94871.93185,578
Sean McClenaghan
3/14/2024201,880403,760807,520
3/1/20232,5805,1607,740374,926
3/1/20232,580185,579
3/1/20235,94871.93185,578
Michael A. Reilly
3/14/202430,44660,892121,783
3/1/2023
3/1/2023
3/1/2023
(1)The Committee approved the 2023 bonuses to each of the NEOs on February 9, 2024 and the 2023 LTI awards to each of such NEOs on March 1, 2023. The 2023 LTI awards are generally subject to continued service through the applicable performance or vesting period.
(2)Represents the potential payout for 2023 bonuses. Threshold payout is 50% of target and maximum payout is 200% of target. For Mr. Reilly, his bonus target reflects a full-year target subject to proration based on employment termination date. Actual bonus earned for 2023 are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
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(3)Represents the potential payout for the PSUs granted on March 1, 2023. Threshold payout is 50% of target and maximum payout is 150% of target, and is based on the three-year r-TSR versus a peer group within the S&P 600 Capital Goods Index for 2022-2024. Payout is capped at target if the Company TSR is negative. A description of our PSUs is included in the “Long-Term Incentives” section of the CD&A.
(4)Represents the RSU awards for 2023. RSUs are time-based and do not have a performance requirement for vesting. The time-based awards vest 33 1/3 percent per year over three years on March 1, 2024, March 1, 2025, and March 1, 2026. A description of our RSUs is included in the “Long-Term Incentives” section of the CD&A.
(5)Represents the number of Options awarded on the grant date, and vest 33 1/3 percent per year over three years on March 1, 2024 March 1, 2025, and March 1, 2026.
(6)Represents the grant date fair value of each equity-based award based on the Monte-Carlo simulation model valuation technique for PSUs, the closing stock price on the date of grant for RSUs, and a Black-Scholes option-pricing model for stock options. Fair Value is based on Topic 718. See note 16 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in the valuation of these awards. The values reported in this column for the PSUs were calculated at target.
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EXECUTIVE COMPENSATION
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table details the outstanding equity awards held by each of our NEOs at December 31, 2023.
Name
Award
Date
Option Awards
Stock Awards
Number of Securities Underlying Unexercised Option Unexercisable (#)(1)
Number of Securities Underlying Unexercised Option Exercisable (#)(1)
Option Exercise Price
 ($)(2)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested (#)
Market or Payout Value of Unearned
Shares, Units, or Other Rights That Have Not Vested
($)(3)
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
($)(3)
Eugene J. Lowe, III
01/02/2015— 45,776 21.16 01/02/2025
10/13/2015— 332,673 12.36 10/13/2025
03/02/2016— 186,919 12.85 03/02/2026
03/01/2017— 82,405 27.40 03/01/2027
02/22/2018— 72,298 32.69 02/22/2028
02/21/2019— 77,463 36.51 02/21/2029
02/20/2020— 53,465 50.09 02/20/2030
03/01/20215,983 (4a)604,343 — — 
03/01/202135,894 3,625,653 48,816 (4b)4,930,888 
03/01/202115,431 30,860 58.34 03/01/2031
03/01/202238,979 3,937,269 58,469 (5b)5,905,903 
03/01/202212,993 (5a)1,312,423 — — 
03/01/202232,919 16,459 48.97 03/01/2032
03/01/2023— 29,238 2,953,330 30,992 (6b)3,130,530 
03/01/2023— 14,619 (6a)1,476,665 — — 
03/01/202333,707 — 71.93 03/01/2033
Mark A. Carano02/01/20233,499 — 3,499 (7)353,434 — — 
03/01/20234,816 — 4,816 486,464 5,105 (6b)515,652 
03/01/20232,408 — 2,408 (6a)243,232 — — 
03/01/20235,552 — 71.93 03/01/20335,552 161,452 — — 
J. Randall Data
02/20/2020— 11,959 50.09 02/20/2030
03/01/20211,152 (4a)116,364 — — 
03/01/20216,910 697,979 9,398 (4b)949,252 
03/01/20212,971 5,940 58.34 03/01/2031
03/01/20227,747 782,524 11,621 (5b)1,173,787 
03/01/20222,583 (5a)260,909 — — 
03/01/20226,543 3,271 48.97 03/01/2032
03/01/20235,469 552,424 5,797 (6b)585,569 
03/01/20232,735 (6a)276,262 — — 
03/01/20236,305 — 71.93 03/01/2033
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2024 PROXY STATEMENT
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Name
Award
Date
Option Awards
Stock Awards
Number of Securities Underlying Unexercised Option Unexercisable (#)(1)
Number of Securities Underlying Unexercised Option Exercisable (#)(1)
Option Exercise Price
 ($)(2)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested (#)
Market or Payout Value of Unearned
Shares, Units, or Other Rights That Have Not Vested
($)(3)
Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned
Shares, Units, or Other Rights That Have Not Vested
($)(3)
John W. Swann, III
02/22/2018— 12,361 32.69 02/22/2028
02/21/2019— 13,556 36.51 02/21/2029
02/20/2020— 10,552 50.09 02/20/2030
03/01/20211,047 (4a)105,757 — — 
03/01/20216,281 634,444 8,542 (4b)862,844 
03/01/20212,701 5,400 58.34 03/01/2031
03/01/20226,821 688,989 10,232 (5b)1,033,484 
03/01/20222,274 (5a)229,697 — — 
03/01/20225,761 2,880 48.97 03/01/2032
03/01/20235,160 521,212 5,470 (6b)552,484 
03/01/20232,580 (6a)260,606 — — 
03/01/20235,948 — 71.93 03/01/2033
Sean McClenaghan
10/01/20225,922 (8)598,181 — — 
10/01/202213,724 6,861 55.22 10/01/2032
03/01/20235,160 521,212 5,470 (6b)552,484 
03/01/20232,580 (6a)260,606 — — 
03/01/20235,948 — 71.93 03/01/2033
Michael A. Reilly
03/01/2021— 5,628 50.09 02/20/2030
03/01/20213,589 362,525 4,881 (4b)493,034 
03/01/2021599 (4a)60,505 — — 
03/01/20211,543 3,086 58.34 03/01/2031
(1)Unvested Options are subject to satisfaction of vesting criteria for the applicable year. Options vest at the rate of 33 1/3 percent in annual installments over three years beginning on the first anniversary of the grant date. LTI awards are generally subject to continued service through the applicable vesting period.
(2)Based on the closing price of our common stock on the award date adjusted when applicable for the spin-off of SPX FLOW, Inc. on September 26, 2015.
(3)Based on the closing price of our common stock of $101.01 on December 29, 2023, the last trading day of 2023.
(4a)RSUs awarded on March 1, 2021, vest at the rate of 33 1/3 percent each year over three years beginning on the first anniversary of the grant date. LTI awards are generally subject to continued service through the applicable vesting period.
(4b)PSUs awarded on March 1, 2021, become eligible to vest upon Committee certification of achievement, subject to satisfaction of external performance criteria for the three-year performance period. LTI awards are generally subject to continued service through the applicable vesting period. PSUs are capped at target if our TSR is negative. Amount presented assumes achievement at 136% performance level.
(5a)RSUs awarded on March 1, 2022, vest at the rate of 33 1/3 percent each year over three years beginning on the first anniversary of the grant date. LTI awards are generally subject to continued service through the applicable vesting period.
(5b)PSUs awarded on March 1, 2022, become eligible to vest upon Committee certification of achievement, subject to satisfaction of external performance criteria for the three-year performance period. LTI awards are generally subject to continued service through the applicable vesting period. PSUs are capped at target if our TSR is negative. Amount presented assumes achievement at 150% performance level.
(6a)RSUs awarded on March 1, 2023, vest at the rate of 33 1/3 percent each year over three years beginning on the first anniversary of the grant date. LTI awards are generally subject to continued service through the applicable vesting period.
(6b)PSUs awarded on March 1, 2023, become eligible to vest upon Committee certification of achievement, subject to satisfaction of external performance criteria for the three-year performance period. LTI awards are generally subject to continued 106% performance level.
(7)RSUs awarded to Mr. Carano on February 1, 2023, vest at the rate of 33 1/3 percent per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of February 1, 2024, February 1, 2025, and February 1, 2026. LTI awards are generally subject to continued service through the applicable vesting period.
(8)RSUs awarded to Mr. McClenaghan on October 1, 2022, vest at the rate of 33 1/3 percent per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of October 1, 2023, October 1, 2024, and October 1, 2025. LTI awards are generally subject to continued service through the applicable vesting period.
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EXECUTIVE COMPENSATION
OPTION EXERCISES AND STOCK VESTED IN 2023
The following table sets forth options exercised and stock vested for each of our NEOs in 2023.
Name
Option Awards
Stock Awards
Number of Shares
Acquired on Exercise
(#)
Value Realized
on Exercise
($)
Number of Shares
 Acquired on Vesting
(#)
Value Realized
on Vesting
($)
(1)
Eugene J. Lowe, III
56,6174,125,815
Mark A. Carano
J. Randall Data
32,4641,173,83112,316898,343
John W. Swann, III
10,896794,696
Sean McClenaghan
2,961241,025
Michael A. Reilly
11,717443,1225,245383,956
(1)Value realized on exercise and value realized on vesting is based on the closing price of our common stock on the New York Stock Exchange on the date of exercise or vesting, as applicable. In connection with the vesting of stock awards, our NEOs surrendered shares to satisfy tax withholding requirements, which reduced the number of shares acquired and actual value they received upon vesting.
NONQUALIFIED DEFERRED COMPENSATION
The following table sets forth information relating to the SPX Supplemental Retirement Savings Plan (“SRSP”) for NEOs in 2023. Other members of senior-level management are also 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. Eligible executives may defer up to 50% of their base compensation (excluding annual bonuses) and up to 100% of their annual bonuses into the SRSP. Both base compensation and annual bonus deferral elections are made 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 the deferrals and match are allocated to the fund(s) under the SRSP as selected by the participant.
In general, “eligible compensation” for purposes of the SRSP is the amount reported as wages on a participant’s Form W-2, (1) increased by (a) amounts contributed by the participant to the 401(k) Plan and the SPX Flexible Spending Account Plans, and (b) vacation and holiday pay paid after termination of employment; and (2) decreased by (a) reimbursements or other expense allowances, (b) fringe benefits (cash and non-cash), (c) moving expenses, (d) welfare benefits (provided that short-term disability payments are included and long-term disability payments are excluded), (e) employer-provided automobiles, mileage reimbursements, and car allowances for which no documentation is required, taxable and non-taxable tuition reimbursements, the taxable value of physical examinations, and group term life insurance coverage in excess of $50,000, (f) pay in lieu of notice, (g) deferred compensation, (h) the value of restricted shares and other equity awards, and (i) severance pay paid after termination of employment.
All matching contributions into the SRSP are made in cash and invested according to the participant’s elections. All participant and matching contributions vest immediately. There is no minimum holding period. The SRSP is unfunded and earnings are credited on account balances based on participant direction within the similar investment choices available in the 401(k) Plan. All returns in the SRSP and the 401(k) Plan are at market rates. In-service distributions are not allowed under the SRSP. All amounts deferred under the SRSP after 2009 will be paid in a lump-sum payment six months following termination of employment. Participants may elect to receive their pre-2009 accounts in a lump sum, annual installments (two to ten years), or monthly installments (up to 120 months) upon separation from service, on a date that is a specified number of months after retirement or separation from service, or on a specified date following separation from service (no later than attainment of age 70 1/2).
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2024 PROXY STATEMENT
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EXECUTIVE COMPENSATION
Name
Executive Contributions in Last FY ($)(1)
Registrant Contributions in Last FY ($)(2)
Aggregate Earnings in Last FY ($)(3)
Aggregate Withdrawals/ Distributions ($)
Aggregate
Balance
at Last FYE
($)
Eugene J. Lowe, III
107,494 96,745 420,349 — 2,095,784 
Mark A. Carano— — — — — 
J. Randall Data
26,285 21,904 101,205 — 515,425 
John W. Swann, III
40,086 33,405 157,349 — 1,162,438 
Sean McClenaghan
— — — — — 
Michael A. Reilly
7,269 6,057 — (1,460,222)— 
(1)Contributions to the SRSP consisted of deferrals from 2023 base salary and 2022 bonus payout.
Name
2023 Salary ($)
2022 Non-Equity Incentive
Plan Compensation ($)
Eugene J. Lowe, III
41,663 65,831 
Mark A. Carano— — 
J. Randall Data
26,285 — 
John W. Swann, III
27,875 12,211 
Sean McClenaghan
— — 
Michael A. Reilly
3,123 4,146 
(2)Represents matching amounts contributed by SPX 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.
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2024 PROXY STATEMENT
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EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
Our NEOs who are currently employees are covered by change-in-control agreements, severance agreements, and stock plan award agreements governing compensation in the event of a termination of employment or a change in control of our Company. In addition, we have entered into an employment agreement with Mr. Lowe in lieu of a severance agreement. The following tables set forth the expected benefits to be received by each current NEO in the event of their termination resulting from various scenarios, assuming a termination date of December 31, 2023 and a stock price of $101.01, our closing stock price on December 29, 2023 the last trading day of fiscal 2023. Assumptions and explanations of the numbers set forth in the tables below are set forth in the footnotes to, and in additional text following, the tables.
Eugene J. Lowe, III
(a) Voluntary Resignation or (b) Involuntary Termination for Cause ($)
Disability ($)