Q Definitive Proxy Statement c Definitive Additional Materials c Soliciting Material under §240.14a-12  |
| 2024 Notice of Annual Meeting of Stockholders and Proxy Statement | ||
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2023 Notice of Annual Meeting of Stockholders and Proxy Statement 
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Fellow Stockholders:
2022
These successes did not come without challenges. Our teams worked hard to overcome continued inflationary pressures as well as supply chain and labor constraints, leveraging our business system to meet strong levels2025 financial targets ahead of customer demand.schedule. For the year, our consolidated revenue increased 19.8%19.2%, with strong performances in bothcontributions from organic growth and the acquisitions of our segments, including TAMCO and ASPEQ. Our HVAC segment achieved record performance with year-on-year growth in segment income of 25.8%73.0% and segment income margins of 20.9%.
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.
Ahead
optimize performance.
Our commitment to
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Chairman of the Board of Directors
President and Chief Executive Officer
OF STOCKHOLDERS
14, 2024
MKHVHJL.
In this notice and throughout the proxy statement, we refer to SPX Technologies, Inc. as “SPX,” the “Company,” “we” or “us.”
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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 13, 2023.18, 2024. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.
By Order of the Board of Directors,
John W. Nurkin
Vice President, General Counsel and Secretary
By Order of the Board of Directors, John W. Nurkin Vice President, General Counsel and Secretary | |||||
March 28, 2023
| 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 | |||||
On August 15, 2022, we completed a holding company reorganization transaction by executing a tax-free merger of SPX Corporation, the former public traded corporation, into a newly-formed subsidiary of SPX Technologies, Inc. (the “Company,”, “SPX,” “we” or “us”), which was then a subsidiary of SPX Corporation and is now our publicly traded holding company and the successor registrant to SPX Corporation. In this merger transaction, each share of the common stock of SPX Corporation was automatically converted into an equivalent corresponding share of the Company’s common stock having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of SPX Corporation common stock being converted. Accordingly, upon consummation of the holding company reorganization, the stockholders of SPX Corporation became stockholders of the Company. The individuals serving as officers and directors of SPX Corporation immediately prior to this transaction became the officers and directors of the Company. Information with respect to our officers and directors presented in this proxy statement for periods prior to the consummation of the holding company reorganization include their respective service, and compensation from, SPX Corporation. For example, although each of the directors of the Company was first elected to the Company’s Board of Directors in August 2022, the biographical and other information with respect to the tenure of such individuals as directors includes their service as directors of SPX Corporation for periods prior to the consummation on August 15, 2022 of the holding company reorganization.
Important Notice Regarding the Availability of Proxy Materials
for the 2023 Annual Meeting of Stockholders:
The Notice of Annual Meeting, Proxy Statement, and our 2022 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).
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). | ||
TABLE OF CONTENTS
 2023 PROXY STATEMENT |
Forward-looking Statements: Certain statements in this Proxy Statement are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. The words “guidance,” “believe,” “expect,” “anticipate,” “project” and similar expressions identify forward-looking statements. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. 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. These filings10-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, with respect to the large power projects in South Africa, as well as claimsincluding 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 the COVID-19 pandemicpandemics 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;conditions, including as a result of geopolitical conflicts; uncertainties with respect to the Company’sSPX’s ability to identify acceptable acquisition targets; uncertainties surrounding timing and successful completion of any announced acquisition or disposition transactions, including with respect to integrating acquisitions and achieving cost savings orand other benefits from acquisitions; the impact of retained liabilities of disposed businesses; potential labor disputes; and extreme weather conditions and natural and other disasters.
Our adjusted earnings per share guidance for full year 2023 In addition, estimates of future operating results are based on the Company’s current complement of businesses, which is not a measure under generally accepted accounting principles in the United States (“GAAP”) and excludes items, which would be included in our comparable GAAP financial measure, that we do not consider indicative of our on-going performance; and is calculated in a manner consistent with the presentation of the similarly titled historical non-GAAP measure presented in Appendix Asubject to this Proxy Statement. 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 the end of the fourth quarter, the impact of foreign exchange rate changes subsequent to the end of the fourth quarter of 2022, and environmental and litigation charges. See Appendix A for additional informationchange.
 | 2023 | 1 | |||||||
| 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 | |||||
| Proposals | Board Vote Recommendation | Votes Required for Approval | Page Reference | ||||||||||||||||
Recommendation |
| Reference | |||||||||||||||||
Proposal 1: | Election of Directors | FOR each nominee | Majority of votes cast | ||||||||||||||||
Proposal 2: | Approval of Named Executive Officers’ Compensation, on a Non-binding Advisory Basis (“Say-on-Pay”) | FOR | Majority of votes cast | ||||||||||||||||
Proposal 3: | Approval of an Amendment to our Certificate of Incorporation to Provide for the Annual Election of the Board of Directors | FOR
| 80% of shares outstanding | ||||||||||||||||
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 | FOR | Majority 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 | FOR | Majority 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 | FOR | Majority of shares outstanding | 64 | |||||||||||||||
| Proposal 7: | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | Majority of shares present or represented by proxy and entitled to vote | ||||||||||||||||
| 2 | 2024 PROXY STATEMENT | | ||||||
| 2023 PROXY STATEMENT |
How to Vote
| How to Vote | Stockholders of Record* | Street Name Holders Holders† | ||||||||||||
| Scan the QR Code to vote using your mobile device: |
|  | Refer to voting instruction form. | ||||||||||
| Visit the applicable voting website: | www.envisionreports.com/ SPXC | www.proxyvote.com | |||||||||||
 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. | |||||||||||
|  MAIL- | Complete, sign, and mail your proxy card or voting instruction form in the self-addressed envelope provided for receipt no later than May | ||||||||||||
| For instructions on attending and voting during the Annual Meeting virtually on the internet, please see below and page | |||||||||||||
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10, 2024.
| 2023 | |||||||||
ESG
matters on a regular basis.
| 4 | 2024 PROXY STATEMENT | | ||||||
| CORPORATE GOVERNANCE | ||
| 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE
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 2022,2023, we again determined that the risks associated with these arrangements are appropriate. See “Risk Analysis,” on page 31,37, for further discussion.
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•Business and professional accomplishments;
•Integrity;
•Demonstrated ability to make independent analytical inquiries;
•Ability to understand our businesses;
| 2024 PROXY STATEMENT | 5 | ||||||
| CORPORATE GOVERNANCE | ||
• | 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE
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 15.
| 6 | 2024 PROXY STATEMENT | | ||||||
| CORPORATE GOVERNANCE | ||
| 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE
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.
INDEPENDENT COMPENSATION CONSULTANT
The Compensation Committee has retained Pearl Meyer as its sole independent compensation consultant. Pearl Meyer does not provide any services to our Company other than advice to and services for the Compensation 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 Compensation Committee or the Governance & Sustainability Committee. The Compensation Committee reviews services provided by its independent compensation consultant on at least an annual basis.
The independent compensation consultant:
Assesses data relating to executive pay levels and structure;
Reviews design and recommendations for annual and long-term incentive plans;
Conducts risk assessment of the Company’s executive incentive plans;
Works with management to develop management’s recommendations to the appropriate committee on compensation amounts and structure for all directors and executive officers other than the President and CEO;
Presents to the Compensation Committee recommendations on compensation amounts and structure for the President and CEO;
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Reviews and provides analysis to the Compensation Committee on management’s recommendations relating to executive officer compensation;
Recommends the list of peer companies against which we benchmark our executive officer and director compensation for approval by the Compensation Committee;
Reviews and supports preparation of compensation-related proxy statement disclosures;
Consults on the process for determining the median-compensated employee for the CEO pay ratio; and
Advises the relevant committee on regulatory, market practices, and other trends and developments in the area of executive and director compensation.
The Compensation Committee has directed the independent compensation consultant to collaborate with management, including our human resources function, to obtain data, clarify information, and review preliminary recommendations prior to
| 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE
the time they are shared with the relevant committee. The Compensation Committee has considered the independence of Pearl Meyer in light of SEC rules, NYSE listing standards, and the requirements of the Compensation Committee’s charter. The Compensation Committee requested and received a letter from Pearl Meyer addressing relationships with and the independence of Pearl Meyer and the Pearl Meyer senior advisor involved in the engagement. In addition to this information, the Compensation Committee noted the following protocols designed to help ensure objectivity:
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Only the Compensation Committee and the Governance & Sustainability Committee have the authority to retain or terminate the consultant with respect to services provided to the relevant committee; and
The consultant meets as needed with committee members, without the presence of management.
The Compensation Committee concluded that the work performed by Pearl Meyer and Pearl Meyer’s senior advisor involved in the engagement did not raise any conflict of interest and that each was independent.
CONSIDERATION OF RELATED-PARTY TRANSACTIONS
| 2024 PROXY STATEMENT | 7 | ||||||
| CORPORATE GOVERNANCE | ||
•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;
| 2023 PROXY STATEMENT •Presiding over the executive sessions and other meetings of the non-employee directors; and |
CORPORATE GOVERNANCE
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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 independentnon-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 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.
| 8 | 2024 PROXY STATEMENT | | ||||||
| CORPORATE GOVERNANCE | ||
Directors | Audit Committee | Compensation Committee | Governance & Committee | |||
Patrick O’Leary | X | |||||
Ricky D. Puckett | X | Chair | ||||
David A. Roberts | X | X | ||||
Meenal A. Sethna | Chair | X | ||||
Ruth G. Shaw | X | Chair | ||||
Robert B. Toth | X | X | ||||
Tana L. Utley | X | X | ||||
Angel Shelton Willis | X | X | ||||
Number of Meetings | 6 | 6 | 3 | |||
| Directors | Audit Committee | Compensation Committee | Governance & Sustainability Committee | ||||||||
| Patrick O’Leary | X | ||||||||||
| Ricky D. Puckett | X | Chair | |||||||||
| David A. Roberts | X | X | |||||||||
| Meenal A. Sethna | Chair | X | |||||||||
| Ruth G. Shaw | X | Chair | |||||||||
| Robert B. Toth | X | X | |||||||||
| Tana L. Utley | X | X | |||||||||
| Angel Shelton Willis | X | X | |||||||||
| Number of Meetings | 5 | 6 | 4 | ||||||||
| 2023 PROXY STATEMENT |
CORPORATE GOVERNANCE
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.
66.
Act.
| 2024 PROXY STATEMENT | 9 | ||||||
| CORPORATE GOVERNANCE | ||
24.
| 10 | 2023 | | ||||||||
Annual Retainer of Cash | $ | 90,000 | ||||
Annual Equity Grant of Restricted Stock Units | $ | 130,000 | ||||
| Additional Fees: | ||||||
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Chairman of the Board | $ | 125,000 | ||||
Audit Committee Chair | $ | 20,000 | ||||
Compensation Committee Chair | $ | 15,000 | ||||
Governance and Sustainability Committee Chair | $ | 15,000 | ||||
2023.
| 2023 PROXY STATEMENT | 11 | |||||||||
DIRECTOR COMPENSATION
21.
Directors
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Fees Earned or Paid in Cash ($)(1)
| Stock Awards ($)(2)
| All Other Compensation ($)(3)
| Total ($)
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Patrick J. O’Leary
| 211,250(a)
| 130,036
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| 10,000
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| 351,286
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Ricky D. Puckett
| 105,000(b)
| 130,036
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| 7,500
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| 242,536
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David A. Roberts
| 97,500(c)
| 130,036
| 227,536
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Meenal A. Sethna
| 91,250(d)
| 130,036
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| 8,300
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| 229,586
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Ruth G. Shaw
| 100,000(3)
| 130,036
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| 10,000
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| 240,036
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Robert B. Toth
| 86,250
| 130,036
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| 6,500
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| 222,786
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Tana L. Utley
| 86,250
| 130,036
| 216,286
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Angel Shelton Willis
| 86,250
| 130,036
| 216,286
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| Directors | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||
| Patrick J. O’Leary | 215,000(a) | 130,060 | 10,000 | 355,060 | ||||||||||
| Ricky D. Puckett | 105,000(b) | 130,060 | 10,000 | 245,060 | ||||||||||
| David A. Roberts | 90,000 | 130,060 | 10,000 | 230,060 | ||||||||||
| Meenal A. Sethna | 110,000(c) | 130,060 | 10,000 | 250,060 | ||||||||||
| Ruth G. Shaw | 105,000(d) | 130,060 | 10,000 | 245,060 | ||||||||||
| Robert B. Toth | 90,000 | 130,060 | 7,500 | 227,560 | ||||||||||
| Tana L. Utley | 90,000 | 130,060 | 220,060 | |||||||||||
| Angel Shelton Willis | 90,000 | 130,060 | 10,000 | 230,060 | ||||||||||
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Each of the director nominees is a current SPX director and, if elected, each of the director nominees will serve for a three-year term expiring at the Annual Meeting to be held in 2026.
Annual Meeting for three-year terms.
| 2024 PROXY STATEMENT | 13 | ||||||
| PROPOSAL ONE | ||
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| 2023 PROXY STATEMENT |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
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| 2023 PROXY STATEMENT |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Directors Continuing to Serve Until 2024 Annual Meeting
 Ruth Shaw Duke Energy Corporation | |||
PROFESSIONAL HIGHLIGHTS Ruth G. Shaw SKILLS AND QUALIFICATIONS Dr. Shaw contributes a deep understanding of | |||
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PROFESSIONAL HIGHLIGHTS Robert B. Toth 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. | ||||||||
| 14 | 2024 PROXY STATEMENT | | ||||||
| 2023 PROXY STATEMENT | ||||||
PROPOSAL NO. 1: ELECTION OF DIRECTORS
 Angel Shelton Willis Vice President, General Counsel & Secretary, Sealed Air Corporation  : 53 Director Since: 2021 Committees: •Audit •Gov. & Sustainability | ||||||||
PROFESSIONAL HIGHLIGHTS Angel Shelton Willis
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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. | |||||||
 | 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. | ||||||||||
| 2024 PROXY STATEMENT | 15 | ||||||
| PROPOSAL ONE | ||
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PROFESSIONAL HIGHLIGHTS Eugene J. Lowe, III 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. | |||||
| 2023 PROXY STATEMENT |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
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PROFESSIONAL HIGHLIGHTS Patrick J. O’Leary 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. | |||||
| 16 | 2024 PROXY STATEMENT | | ||||||
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 Dave Roberts Retired Chairman of the Board and Retired Executive Chairman, President and CEO, Carlisle Companies, Inc. Age
Director since: 2015 Committees •
•Gov. & Sustainability | |||||
PROFESSIONAL HIGHLIGHTS David A. Roberts 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. | |||||
| 2024 PROXY STATEMENT | 17 | ||||||
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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. | |||||
 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. | |||||
| 18 | 2024 PROXY STATEMENT | | ||||||
| PROPOSAL ONE | ||
 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. | |||||
| 2024 PROXY STATEMENT | 19 | ||||||
| PROPOSAL ONE | ||
Director and Nominee Skills and Experience
5.
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| 20 | 2023 | | ||||||
Stock Ownership Guidelines
Position | Target Value | |||||
Non-Employee Directors |
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Chief Executive Officer | 5x annual salary | |||||
Chief Operating Officer* | 4x annual salary | |||||
Other Executive Officers | 3x annual salary | |||||
Other Designated Executives | 1x annual salary | |||||
| 2024 PROXY STATEMENT | 21 | ||||||
| 2023 PROXY STATEMENT | ||||||
OWNERSHIP OF COMMON STOCK
Ownership of Common Stock
•Each director and nominee for director;
•Each named executive officer included in the Summary Compensation Table on page 33;39; and
•All directors and executive officers as a group.
Number of
|
Right to
| Right to
| Percent
| |||||||||||||
DIRECTORS AND DIRECTOR NOMINEES WHO ARE NOT NAMED EXECUTIVE OFFICERS
|
| |||||||||||||||
Patrick J. O’Leary
|
|
15,382
|
| �� |
|
—
|
|
|
18,669
|
|
|
*
|
| |||
Ricky D. Puckett
|
|
26,168
|
|
|
2,882
|
|
|
10,765
|
|
|
*
|
| ||||
David A. Roberts
|
|
30,055
|
|
|
2,882
|
|
|
6,878
|
|
|
*
|
| ||||
Meenal A. Sethna
|
|
2,882
|
|
|
2,882
|
|
|
7,672
|
|
|
*
|
| ||||
Ruth G. Shaw
|
|
34,865
|
|
|
2,882
|
|
|
2,068
|
|
|
*
|
| ||||
Robert B. Toth
|
|
21,232
|
|
|
2,882
|
|
|
—
|
|
|
*
|
| ||||
Tana L. Utley
|
|
15,382
|
|
|
—
|
|
|
18,669
|
|
|
*
|
| ||||
Angel Shelton Willis
|
|
4,950
|
|
|
2,882
|
|
|
—
|
|
|
*
|
| ||||
NAMED EXECUTIVE OFFICERS
| ||||||||||||||||
Eugene J. Lowe, III
|
|
1,233,718
|
|
|
898,318
|
|
|
—
|
|
|
2.66
|
%
| ||||
Michael A. Reilly
|
|
60,671
|
|
|
20,431
|
|
|
—
|
|
|
*
|
| ||||
J. Randall Data
|
|
126,843
|
|
|
53,634
|
|
|
—
|
|
|
*
|
| ||||
John W. Swann, III
|
|
111,176
|
|
|
44,749
|
|
|
—
|
|
|
*
|
| ||||
Sean McClenaghan
|
|
49,877
|
|
|
—
|
|
|
—
|
|
|
*
|
| ||||
James E. Harris
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
| ||||
All directors, nominees and current executive officers as a group (15 persons)
|
|
1,853,534
|
|
|
1,133,668
|
|
|
64,721
|
|
|
4.02
|
%
| ||||
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’Leary | 15,382 | — | 23,321 | 38,703 | * | ||||||||||||
| Ricky D. Puckett | 26,168 | — | 12,535 | 38,703 | * | ||||||||||||
| David A. Roberts | 30,055 | — | 8,648 | 38,703 | * | ||||||||||||
| Meenal A. Sethna | 4,652 | 1,770 | 7,672 | 12,324 | * | ||||||||||||
| Ruth G. Shaw | 36,635 | 1,770 | 2,068 | 38,703 | * | ||||||||||||
| Robert B. Toth | 23,002 | 1,770 | — | 23,002 | * | ||||||||||||
| Tana L. Utley | 15,382 | — | 23,321 | 38,703 | * | ||||||||||||
| Angel Shelton Willis | 6,720 | 1,770 | — | 6,720 | * | ||||||||||||
| NAMED EXECUTIVE OFFICERS | |||||||||||||||||
| Eugene J. Lowe, III | 1,118,705 | 562,994 | — | 1,118,705 | 2.39 | % | |||||||||||
| Mark A. Carano | 3,285 | 1,850 | — | 3,285 | * | ||||||||||||
| J. Randall Data | 72,487 | 29,513 | — | 72,487 | * | ||||||||||||
| John W. Swann, III | 125,299 | 52,312 | — | 125,299 | * | ||||||||||||
| Sean McClenaghan | 61,432 | 8,843 | — | 61,432 | * | ||||||||||||
| Michael A. Reilly | 18,414 | 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 | % | |||||||||||
| 22 | 2023 | | |||||||
OWNERSHIP OF COMMON STOCK(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.
Name and Address | Shares of
| Percent of Class(1) | ||||||||
BlackRock, Inc.
50 Hudson Yards New York, NY | 6,958,005(2) | |||||||||
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 | 5,000,918(3) | |||||||||
T. Rowe Price
101 E. Pratt Street Baltimore, MD | 2,459,142(4) | |||||||||
|
|
|
|
| 2023 PROXY STATEMENT | 23 | |||||||||
Compensation Discussion and Analysis
Named Executive Officer | Title | |||||
Eugene J. Lowe, III | President and Chief Executive Officer | |||||
Mark A. Carano | Chief Financial Officer, Vice President and Treasurer | |||||
| J. Randall Data | President, Heating and Global Operations | |||||
| John W. Swann, III | Segment President, Detection & Measurement | |||||
| Sean McClenaghan | Segment President, HVAC | |||||
| Michael A. Reilly | Former Interim Chief Financial Officer | |||||
|
| |||||
|
| |||||
|
| |||||
|
| |||||
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.
2022 was a year
strategic growth objectives.
Generated one-year Total Shareholder Return (TSR)•An increase of 55% in the firstour total market capitalization, resulting in top quartile of performance ofshareholder return against our peer group;
Delivered 19.8% year-on-year revenue growth, including more than 10% organic growth*;
Delivered HVAC•An increase of 42% in consolidated segment income*, and record consolidated segment income margin* of 20.3%
| 24 | 2023 | | |||||||
EXECUTIVE COMPENSATION•
Completed the legal reorganizationSuccessful settlement of the company and the divestiture of our asbestos liabilities and associated assets,outstanding South Africa claims, significantly reducing enterprise risk on legacy liabilities and positioning us to expedite the ongoing deployment of capital toward growth initiatives;
Continued to expand our Aids to Navigation platform with the acquisition of International Tower Lighting; and,
Advanced strategic initiatives•Meaningful progress on continuous improvement, digital, talent and Environmental, Social & Governance (“ESG”) including(including diversity and inclusion – We formalizedinclusion), and sustainability initiatives, fueling our ESG commitments, including a greenhouse gas reduction target, and expanded our external disclosures.
2022
•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.
EXECUTIVE COMPENSATION PROGRAM
•Provides that a majority of long-term incentives to NEOs are performance based; •Establishes rigorous performance
Our Compensation Principles Our executive compensation program is centered around the following principles:
Components of Total Direct Compensation For Design and characteristics of the SPX compensation program include:
25% Stock Options (“Options”) that vest ratably over a three-year period;
25% Restricted Stock Units (“RSUs”) that vest ratably over a three-year period.
Performance against our strategic initiatives, including
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
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 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  Relative Pay Rank * Peer company compensation based on 2020, 2021 and 2022
Our
HOW DECISIONS FOR OUR NAMED EXECUTIVE OFFICERS WERE MADE Executive Compensation Practices
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 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
management’s recommendations for compensation; conducts risk assessments on the Company’s executive incentive plans; and The Committee has The Committee has considered the independence The Committee concluded that the work performed by Pearl Meyer
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 2023. In June 2023, Harsco Corp. changed its name to Enviri Corporation. For purposes of setting
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 companies.
The Committee reviews the peer group 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
(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 All three metrics generated over double digit improvement from prior year results. The table below shows the
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.
For Mr. Lowe, Mr. 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
Executive Bonus Results for 2023 The table below shows the total annual bonuses earned by our NEOs for
2023.
(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
(25% Weighting) In Performance Stock Units (50% Weighting) The Restricted Stock Units (25% Weighting) As part of the 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:
(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.
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 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
Compensation
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
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.
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 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 Retirement and Deferred Compensation Plans
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, 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
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, 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
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 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 •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 •Incentive plans are primarily determined by a formula tied directly to Company performance. •Sales incentive plans are regularly •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.
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
Compensation Tables SUMMARY COMPENSATION TABLE The following table summarizes the compensation for our named executive officers during
(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:
(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:
(5)All Other Compensation for 2023 for NEOs is outlined in the table below:
(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.
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
GRANTS OF PLAN-BASED AWARDS The following table provides information regarding equity and non-equity awards granted to the NEOs in 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.
(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.
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.
(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.
OPTION EXERCISES AND STOCK VESTED IN 2023 The following table sets forth options exercised and stock vested for each of our NEOs in 2023.
(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).
(1)Contributions to the SRSP consisted of deferrals from 2023 base salary and 2022 bonus payout.
(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.
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.
(1)Two times current base salary. (2)Three times current base salary. (3)Reflects annual bonus, which is equal to a pro-rated portion of the highest of actual bonus for year preceding termination or current-year target bonus. (4)Two times annual bonus, which is equal to the highest of actual bonus for year preceding termination or current-year target bonus plus the amount, if any, that the bonus that would have been paid to the executive for the bonus plan year in which such termination of employment occurs, based on the performance level actually attained, exceeds the amount payable under the highest of prior actual or current target bonus. (5)Three times annual bonus, which is equal to the highest of actual bonus for year preceding termination or current year target bonus plus the amount, if any, that the bonus that would have been paid to the executive for the bonus plan year in which such termination of employment occurs, based on the performance level actually attained, exceeds the amount payable under the highest of prior actual or current target bonus. (6)Represents the accelerated vesting of all unvested PSUs (at assumed target performance level), RSUs, and Options. (7)Represents the accelerated vesting of all unvested PSUs (at assumed target performance level), RSUs, and Options, which would have otherwise vested within two years of termination for Mr. Lowe and within one year for Mr. Carano, Mr. Data, Mr. Swann, and Mr. McClenaghan. (8)Other compensation includes a payout, in lieu of unused vacation accrued through December 2023, as a result of a change in paid time-off policies affecting all relevant employees, which change was adopted in December 2022. (9)Sum of other compensation for Mr. Lowe includes: •Payout in lieu of unused vacation accrued through December 2023 as a result of a change in paid time-off policies affecting all relevant employees, which change was adopted in December 2022. •Maximum outplacement benefit for involuntary termination of $50,000. •The Company will reimburse premiums paid over benefit continuation period. Value shown represents group term life imputed income in year preceding termination. •The Company cost of health and welfare benefit continuation for 2 years. •The value of perquisites (annual physical, financial planning, and tax preparation) on the same basis as the executive was receiving in the year preceding termination for 2 years. (10)Sum of other compensation for Mr. Lowe includes: •Payout in lieu of unused vacation accrued through December 2023 as a result of a change in paid time-off policies affecting all relevant employees, which change was adopted in December 2022. •Maximum outplacement benefit for involuntary termination of $50,000. •The Company will reimburse premiums paid over benefit continuation period. Value shown represents group term life imputed income in year preceding termination. •The full cost of health and welfare and vision benefit continuation for 3 years. •The value of perquisites (annual physical, financial planning, and tax preparation) on the same basis as the executive was receiving in the year preceding termination for 3 years.
(11)One times current base salary. (12)One times annual bonus, which is equal to the highest of actual bonus for year preceding termination or current year target bonus plus the amount, if any, that the bonus that would have been paid to the executive for the bonus plan year in which such termination of employment occurs, based on the performance level actually attained, exceeds the amount payable under the highest of prior actual or current target bonus. (13)Sum of other compensation for Mr. Carano, Mr. Data, Mr. Swann, and Mr. McClenaghan includes: •Payout in lieu of unused vacation accrued through December 2023 as a result of a change in paid time-off policies affecting all relevant employees, which change was adopted in December 2022. •Maximum outplacement benefit for involuntary termination of $35,000. •The Company will reimburse premiums paid over benefit continuation period. Value shown represents group term life imputed income in year preceding termination. •The Company cost of health and welfare benefit continuation for 1 year. •The value of perquisites (annual physical, financial planning, and tax preparation) on the same basis as the executive was receiving in the year preceding termination for 1 year. (14)Sum of other compensation for Mr. Carano, Mr. Data, Mr. Swann, and Mr. McClenaghan includes: •Payout in lieu of unused vacation accrued through December 2023 as a result of a change in paid time-off policies affecting all relevant employees, which change was adopted in December 2022. •Maximum outplacement benefit for involuntary termination of $35,000. •The Company will reimburse premiums paid over benefit continuation period. Value shown represents group term life imputed income in year preceding termination. •The full cost of health and welfare and vision benefit continuation for 2 years. •The value of perquisites (annual physical, financial planning, and tax preparation) on the same basis as the executive was receiving in the year preceding termination for 2 years. CEO Pay Ratio SEC rules require that we present a ratio of the total compensation of our CEO for
To identify the median-compensated employee in 39. This pay ratio is a reasonable estimate calculated in a manner consistent with the applicable SEC rules using the data and method summarized above. As noted above, SEC rules for identifying the median-compensated employee allow companies to adopt a variety of methods to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the median employee compensation amount and CEO pay ratio reported by other companies may not be comparable to the amount and ratio reported above.
Pay Versus Performance In accordance with rules adopted by the Securities and Exchange period-to-period changes in the value of unvested equity awards. Accordingly, such amounts do not reflect the value of compensation actually delivered to, or received by,
(1)Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:
(2)Equity valuations assumptions for calculating Compensation Actually Paid are not materially different from grant date valuation assumptions. (3)Non-CEO NEOs reflected the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year •2023: Michael Reilly, Randall Data, John Swann, Sean McClenaghan, Mark Carano •2022: Michael Reilly, Randall Data, John Swann, Sean McClenaghan, James Harris •2021: Randall Data, John Swann, James Harris, Brian Mason, John Nurkin •2020: Randall Data, John Swann, James Harris, Brian Mason, Scott Sproule (4)The peer group comprises the component companies of the S&P 1500 Industrials Index. In the 2023 proxy statement, the peer TSR values were presented incorrectly. Peer TSR values were derived using the S&P 1500 Industrials price return index, instead of a dividend adjusted gross return value. The 2020, 2021 and 2022 values are restated above using the correct TSR calculation methodology. In last year’s proxy statement, peer TSR was presented as $110, 132 and $122 for 2020, 2021 and 2022. (5)Please refer to Appendix E in this proxy statement for a reconciliation of GAAP to non-GAAP Adjusted Operating Income.
 
EXECUTIVE COMPENSATION
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| 2023 PROXY STATEMENT | ||||||
EXECUTIVE COMPENSATION
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table details the outstanding equity awards held by each of our NEOs at December 31, 2022. Mr. Harris, who resigned in September 2022, had no outstanding equity awards at December 31, 2022.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name | Award Date | Number of Securities Underlying Unexercised Option Unexercisable | Number of Securities Underlying Unexercised Option Exercisable (#)(1) | Option Exercise Price | Option Expiration | Number of Shares or Units of Stock That Have Not Vested (#) | Market or Payout Unearned Shares, Units, or Other Rights That Have Not Vested | Equity Plan Number of Shares, Other Have Not | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or | |||||||||||||||||||||||||||
Eugene J. Lowe, III | 01/02/2015 | 45,776 | $ | 21.16 | 1/2/2025 | |||||||||||||||||||||||||||||||
| 10/13/2015 | 332,673 | $ | 12.36 | 10/13/2025 | ||||||||||||||||||||||||||||||||
| 03/02/2016 | 186,919 | $ | 12.85 | 3/2/2026 | ||||||||||||||||||||||||||||||||
| 03/01/2017 | 82,405 | $ | 27.40 | 3/1/2027 | ||||||||||||||||||||||||||||||||
| 02/22/2018 | 72,298 | $ | 32.69 | 2/22/2028 | ||||||||||||||||||||||||||||||||
| 02/21/2019 | ||||||||||||||||||||||||||||||||||||
| 02/21/2019 | ||||||||||||||||||||||||||||||||||||
| 02/21/2019 | 77,463 | $ | 36.51 | 2/21/2029 | ||||||||||||||||||||||||||||||||
| 02/20/2020 | 6,206 | (4a) | 407,424 | |||||||||||||||||||||||||||||||||
| 02/20/2020 | 37,933 | (4b) | 2,490,300 | |||||||||||||||||||||||||||||||||
| 02/20/2020 | 17,822 | 35,643 | $ | 50.09 | 2/20/2030 | |||||||||||||||||||||||||||||||
| 03/01/2021 | 11,965 | (5a) | 785,502 | |||||||||||||||||||||||||||||||||
| 03/01/2021 | 41,996 | (5b) | 2,757,036 | |||||||||||||||||||||||||||||||||
| 03/01/2021 | 30,861 | 15,430 | $ | 58.34 | 3/1/2031 | |||||||||||||||||||||||||||||||
Michael A. Reilly | 02/22/2018 | 3,110 | $ | 32.69 | 2/22/2028 | |||||||||||||||||||||||||||||||
| 02/21/2019 | 8,607 | $ | 36.51 | 2/21/2029 | ||||||||||||||||||||||||||||||||
| 02/20/2020 | 654 | (4a) | 42,935 | |||||||||||||||||||||||||||||||||
| 02/20/2020 | 3,993 | (4b) | 262,119 | |||||||||||||||||||||||||||||||||
| 02/20/2020 | 1,876 | 3,752 | $ | 50.09 | 2/20/2030 | |||||||||||||||||||||||||||||||
| 03/01/2021 | 3,589 | (5a) | 235,618 | |||||||||||||||||||||||||||||||||
| 03/01/2021 | 4,199 | (5b) | 275,673 | |||||||||||||||||||||||||||||||||
| 03/01/2021 | 3,086 | 1,543 | $ | 58.34 | 3/1/2031 | |||||||||||||||||||||||||||||||
| 2023 PROXY STATEMENT | ||||||
EXECUTIVE COMPENSATION
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||
| Name | Award Date | Number of Securities Underlying Unexercised Option Unexercisable | Number of Securities Underlying Unexercised Option Exercisable (#)(1) | Option Exercise Price | Option Expiration | Number of Shares or Units of Stock That Have Not Vested (#) | Market or Payout Unearned Shares, Units, or Other Rights That Have Not Vested | Equity Plan Number of Shares, Other Have Not | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or | |||||||||||||||||||||||||||
J. Randall Data | 02/22/2018 | 16,326 | $ | 32.69 | 2/22/2028 | |||||||||||||||||||||||||||||||
| 02/21/2019 | 16,138 | $ | 36.51 | 2/21/2029 | ||||||||||||||||||||||||||||||||
| 02/20/2020 | 1,388 | (4a) | 91,122 | |||||||||||||||||||||||||||||||||
| 02/20/2020 | 8,485 | (4b) | 557,012 | |||||||||||||||||||||||||||||||||
| 02/20/2020 | 3,987 | 7,972 | $ | 50.09 | 2/20/2030 | |||||||||||||||||||||||||||||||
| 03/01/2021 | 2,304 | (5a) | 151,258 | |||||||||||||||||||||||||||||||||
| 03/01/2021 | 8,085 | (5b) | 530,761 | |||||||||||||||||||||||||||||||||
| 03/01/2021 | 5,941 | 2,970 | $ | 58.34 | 3/1/2031 | |||||||||||||||||||||||||||||||
| 03/01/2022 | 3,874 | (6a) | 254,328 | |||||||||||||||||||||||||||||||||
| 03/01/2022 | 11,621 | (6b) | 762,886 | |||||||||||||||||||||||||||||||||
| 03/01/2022 | 9,814 | $ | 48.97 | 3/1/2032 | ||||||||||||||||||||||||||||||||
John W. Swann, III | 02/22/2018 | 12,361 | $ | 32.69 | 2/22/2028 | |||||||||||||||||||||||||||||||
| 02/21/2019 | 13,556 | $ | 36.51 | 2/21/2029 | ||||||||||||||||||||||||||||||||
| 02/20/2020 | 1,225 | (4a) | 80,421 | |||||||||||||||||||||||||||||||||
| 02/20/2020 | 7,487 | (4b) | 491,532 | |||||||||||||||||||||||||||||||||
| 02/20/2020 | 3,518 | 7,034 | $ | 50.09 | 2/20/2030 | |||||||||||||||||||||||||||||||
| 03/01/2021 | 2,094 | (5a) | 137,471 | |||||||||||||||||||||||||||||||||
| 03/01/2021 | 7,349 | (5b) | 482,447 | |||||||||||||||||||||||||||||||||
| 03/01/2021 | 5,401 | 2,700 | $ | 58.34 | 3/1/2031 | |||||||||||||||||||||||||||||||
| 03/01/2022 | 3,411 | (6a) | 223,932 | |||||||||||||||||||||||||||||||||
| 03/01/2022 | 10,232 | (6b) | 671,698 | |||||||||||||||||||||||||||||||||
| 03/01/2022 | 8,641 | $ | 48.97 | 3/1/2032 | ||||||||||||||||||||||||||||||||
Sean McClenaghan | 10/01/2022 | 8,883 | (7) | 583,169 | ||||||||||||||||||||||||||||||||
| 10/01/2022 | 20,585 | $ | 55.22 | 10/1/2032 | ||||||||||||||||||||||||||||||||
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| 2023 PROXY STATEMENT | ||||||
| Plan Category | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)(1) | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (b)(2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||||||
| Equity Compensation Plans Approved By Stockholders | 1,730,741 | 30.70 | 3,596,925 | ||||||||
| Total | 1,730,741 | 30.70 | 3,596,925 | ||||||||
PROPOSAL 2: APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON A NON-BINDING ADVISORY BASIS (“SAY-ON-PAY”) We are asking our stockholders to cast an advisory vote at our Annual Meeting to approve the compensation of our NEOs, as disclosed in this Proxy Statement. Although the vote is non-binding, the Committee and the Board value your opinion and will consider the outcome of the vote in revising our compensation philosophy and making future compensation decisions. We intend to seek approval of our executive compensation on an annual basis. WHY YOU SHOULD APPROVE OUR NEO COMPENSATION During 2023, we continued to focus on our commitment to having an executive compensation program that is aligned with stockholder interests and our goal of sustaining our meaningful pay-for-performance culture. Our executive compensation and executive compensation program are more fully described in the “Compensation Discussion and Analysis,” beginning on page 24, and in the “Summary Compensation Table” and subsequent tables, beginning on page 39. OVERVIEW Key Components of Our Compensation Program
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Base Salary We target base salary for NEOs in line with the market median and our peer companies for established performers. | Change in Control Provisions We have double trigger provisions in the event of a change in control. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive We focus annual bonus pay based on operating income, cash flow, and revenue goals. | No Pledging or Hedging We do not permit officer or director hedging or pledging of our common stock. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Incentives We target long-term pay based 50% performance stock units, 25% on stock options, and 25% on restricted stock units. |
Benefits and Perquisites We have no NEO participation in defined benefit pension plans or retiree medical benefits. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||
| 56 | 2024 PROXY STATEMENT | | ||||||
| 57 | |||||||
| PROPOSAL THREE | ||
| YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”
| ||||||||||
| 58 | 2024 PROXY STATEMENT | | ||||||
| 2024 PROXY STATEMENT | 59 | ||||||
| PROPOSAL FOUR | ||
| YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE OFFICER EXCULPATION AMENDMENT. | ||||||||||
| 60 | 2024 PROXY STATEMENT | | ||||||
| 2024 PROXY STATEMENT | 61 | ||||||
| PROPOSAL FIVE | ||
| 62 | 2024 PROXY STATEMENT | | ||||||
| PROPOSAL FIVE | ||
| YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE DELAWARE FORUM SELECTION AMENDMENT. | ||||||||||
| 2024 PROXY STATEMENT | 63 | ||||||
| 64 | 2024 PROXY STATEMENT | | ||||||
| PROPOSAL SIX | ||
| YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE FEDERAL FORUM SELECTION AMENDMENT. | ||||||||||
| 2024 PROXY STATEMENT | 65 | ||||||
| 66 | 2024 PROXY STATEMENT | | ||||||
| AUDIT MATTERS | ||
| 2023 ($) | 2022 ($) | |||||||
Audit Fees(1) | 3,282,000 | 3,579,000 | ||||||
Audit-Related Fees(2) | 47,000 | 60,000 | ||||||
Tax Fees(3) | 93,000 | 37,000 | ||||||
| All Other Fees | — | — | ||||||
| 2024 PROXY STATEMENT | 67 | ||||||
| YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCH LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024. | ||||||||||
| 68 | 2024 PROXY STATEMENT | | ||||||
| Proposal 1: | FOR the | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Proposal 2: | FOR the approval of our named executive officers’ compensation.
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Proposal 4: | FOR the
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Proposal 5: | FOR the | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Proposal 6: | FOR the
FOR the |
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2024 PROXY STATEMENT | 69 | ||||||
Any other business properly brought before the meeting.
How does the Board recommend that I vote?
How can I attend the Annual Meeting?
The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted exclusively virtually on the internet. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the close of business on March 13, 2023, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.
You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting meetnow.global/MLUHG9Y. You also will be able to vote your shares online by attending the Annual Meeting virtually on the internet.
To participate in the Annual Meeting, you will need to review the information included on your Notice, or proxy card.
| 2023 PROXY STATEMENT |
QUESTIONS AND ANSWERS
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
The online meeting will begin promptly at 8.00 a.m., Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.
No recording of the Annual Meeting is allowed, including audio and video recording.
| 70 |
| | ||||||
| 2023 PROXY STATEMENT | ||||||
QUESTIONS AND ANSWERS
Voting and Quorum
|
| 71 | ||||||
| 2023 PROXY STATEMENT | ||||||
QUESTIONS AND ANSWERS
May I revoke my proxy?
You may revoke your proxy in one of four ways at any time before it is exercised:
Notify our Corporate Secretary in writing before the Annual Meeting that you are revoking your proxy;
Submit another proxy with a later date;
Vote by telephone or internet after you have given your proxy; or
Vote at the Annual Meeting.
What constitutes a quorum?
The presence, directly or by proxy, of the holders of one-third of the total number of shares of SPX stock issued and outstanding and entitled to vote at the Annual Meeting constitutes a quorum. You will be considered part of the quorum if you return a signed and dated proxy card, if you vote by telephone or internet, or if you attend the Annual Meeting.
| Proposal | Vote Required | Broker Discretionary Voting Allowed | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Election of Directors | Majority of votes cast | No | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Approval of Named Executive Officers’ Compensation, on a Non-binding Advisory Basis | Majority of votes cast | No | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Approval of the | 80% of shares outstanding | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Approval of the | Majority of shares | No | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Approval of the
| Majority of | No | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Approval of the
| No | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Ratification of
| Majority of
| Yes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Proposals | Majority of shares present or represented by proxy and entitled to vote | No | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 72 | 2024 PROXY STATEMENT | | ||||||
| 2023 PROXY STATEMENT | ||||||
QUESTIONS AND ANSWERS
A “broker non-vote” occurs when a broker, trustee, bank, or other nominee that holds shares on your behalf does not receive instructions from you on how to vote such shares and does not otherwise have discretion to vote because the matter is not considered routine. A broker non-vote is not considered as a share voted or entitled to vote and will not impact the vote on any of the proposals.
| The NYSE does not consider the election of directors,
| ||
FOR the election of the director nominees;
FOR the approval of our named executive officers’ compensation;
FOR Every “1 YEAR” frequency of future advisory votes on named executive officers’ compensation;
FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2023; and
FOR or AGAINST any other properly raised matters at the discretion of Eugene J. Lowe, III and Mark A. Carano.
Who pays to prepare, mail, and solicit the proxies?
We will pay all the costs of preparing, mailing, and soliciting the proxies. We will ask brokers, banks, trustees, and other nominees and fiduciaries to forward the Proxy Materials to the beneficial owners of SPX common stock and to obtain the authority to execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to mailing Proxy Materials, our directors, officers, and employees may solicit proxies in person, by telephone, or otherwise. These individuals will not be specially compensated. We have retained Georgeson LLC, a Computershare company, to assist us with inquiries of brokerage houses and other custodians and nominees whether other persons are beneficial owners of SPX common stock. We will supply them with additional copies of the Proxy Materials for distribution to the beneficial owners. We will pay Georgeson LLC an estimated fee of $1,800 plus reasonable out-of-pocket expenses. We have not retained a proxy solicitor for this Annual Meeting to assist us in soliciting your proxy; however, as proxy returns are counted we may determine it is necessary to retain a proxy solicitor, in which case we will pay an estimated fee of $12,500 plus reasonable out-of-pocket expenses.
Communications and Stockholder Proposals
How do I submit a stockholder proposal?
To bring a proposal other than the nomination of a director before an annual meeting, your notice of proposal must comply with the requirements of our By-laws and include any other information regarding you or any beneficial owner that would be required under the SEC’s proxy rules and regulations.
For a proposal to be included in our Proxy Statement for the 2023 Annual Meeting, you must submit it no later than November 29, 2023. Your proposal must be in writing and comply with the proxy rules of the SEC. You should send your proposal to our Corporate Secretary at our address on the cover of this Proxy Statement.
You also may submit a proposal that you do not want included in the Proxy Statement, but that you want to raise at the Annual Meeting. In such a case, your vote will be cast:
| 2024 | 73 | ||||||
| 2023 PROXY STATEMENT | ||||||
QUESTIONS AND ANSWERS
How do I submit a director nominee?
| 74 | 2024
| | ||||||
|
| 75 | ||||||
| 2023 PROXY STATEMENT | ||||||
APPENDIX A – RECONCILIATION OF GAAP TO
NON-GAAP FINANCIAL MEASURES
Adjusted results are non-GAAP financial measures that exclude adjustments for items that are non-cash, annual incentive related, and/or unusual in nature. The results of the settlement of the legacy dry cooling contract, charges for asbestos product liability matters, and certain other non-recurring items, have been excluded from the annual incentive targets and the results for annual incentive purposes in 2022. This appendix to the Proxy Statement includes reconciliations of the amounts of non-GAAP financial measures with the most comparable measures determined in accordance with accounting principles generally accepted in the United States (“GAAP”) and other important information regarding non-GAAP financial measures
The Proxy Statement includes guidance with respect to adjusted earnings per share, which is derived from adjusted net income. Each of these measures is a non-GAAP financial measure and does not provide investors with an accurate measure of the actual diluted income (loss) per share from continuing operations and income (loss) from continuing operations, respectively, reported by the Company and should not be considered as substitutes for diluted income (loss) per share from continuing operations and income (loss from continuing operations as determined in accordance with GAAP, and may not comparable to similarly titled measures reported by other companies. The Company believes these non-GAAP financial measures, when read in conjunction with the comparable GAAP financial measures, give investors a useful tool to assess and understand the Company’s overall financial performance, because they exclude items of income or expense that the Company believes are not reflective of is ongoing operating performance, allowing for a better period-to-period comparison of operations of the Company. Additionally, the Company’s management uses these non-GAAP financial measures as measures of the Company’s performance.
Adjusted Revenue
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES NON-GAAP RECONCILIATION - ADJUSTED REVENUE (Unaudited; in millions)
| ||||||||||||
| 2022 | 2021 |
%
| ||||||||||
Consolidated revenue
|
$
|
1,460.9
|
|
$
|
1,219.5
|
| ||||||
Adjustments – Other
|
|
—
|
|
|
—
|
| ||||||
Adjusted revenue
|
|
1,460.9
|
|
|
1,219.5
|
| ||||||
Exclude currency impacts and aggregate revenue for recent acquisitions
|
|
(7.4
|
)
|
|
(1.3
|
)
| ||||||
Adjusted revenue for annual incentive purposes
| $
| 1,468.3
|
| $ | 1,220.8 | 20.3 | % | |||||
The revenue, operating income, and cash flow targets for annual incentive compensation purposes are determined at the beginning of the year based on currency exchange rates at such time. As such, the impacts of changes in currency exchange rates during the year are excluded in determining revenue, operating profit, and cash flows for annual incentive compensation purposes.
ITL was acquired in April 2022 and, thus, its revenues, operating income, and cash flows were not included in the annual incentive compensation targets that were determined at the beginning of the year. The actual revenues, operating incomes, and cash flows for ITL during the period April 2022 (time of acquisition) to December 2022 were not material, so the annual incentive targets for 2022 were not adjusted.
Cincinnati Fan & Ventilator Co., Inc. (“Cincinnati Fan”) was acquired in December 2021 and, thus, its revenues, operating income, and cash flows were not included in the annual incentive compensation targets that were determined at the beginning of the year. The actual revenues, operating income, and cash flows for Cincinnati Fan during December 2021 were not material, so the annual incentive targets for 2021 were not adjusted.
| 2023 PROXY STATEMENT |
APPENDIX A
| 76 | 2024 PROXY STATEMENT | | ||||||
| 2024 PROXY STATEMENT | 77 | ||||||
Adjusted Net Income and Adjusted Earnings Per Share
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES NON-GAAP RECONCILIATION - ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE (Unaudited; in millions) | ||||||||||||
| 2022 | 2021 |
%
| ||||||||||
Consolidated net income from continuing operations |
$
|
19.8
|
|
$
|
59.0
|
| ||||||
Adjustments – Exclude | ||||||||||||
Corporate expense |
|
(18.2
|
)
|
|
(8.6
|
)
| ||||||
Acquisition-related costs |
|
(1.9
|
)
|
|
(5.1
|
)
| ||||||
Long-term incentive compensation expense |
|
0.8
|
|
|
—
|
| ||||||
Amortization of intangible assets |
|
(28.5
|
)
|
|
(21.6
|
)
| ||||||
Impairment of intangible assets |
|
(13.4
|
)
|
|
(30.0
|
)
| ||||||
Special charges, net |
|
(0.3
|
)
|
|
(0.2
|
)
| ||||||
Other operating expense |
|
(74.9
|
)
|
|
4.1
|
| ||||||
Other income (expense), net |
|
(16.7
|
)
|
|
3.7
|
| ||||||
Loss on amendment/refinancing of senior credit agreement |
|
(1.1
|
)
|
|
(0.2
|
)
| ||||||
Tax impacts of items above and various tax benefits |
|
30.7
|
|
|
8.7
|
| ||||||
Adjusted net income |
|
143.3
|
|
|
108.2
|
| ||||||
Consolidated net income from continuing operations |
|
19.8
|
|
|
59.0
|
| ||||||
Diluted shares |
|
46.221
|
|
|
46.495
|
| ||||||
Diluted earnings per share from continuing operations |
|
0.43
|
|
|
1.27
|
| ||||||
Adjusted net income |
|
143.3
|
|
|
108.2
|
| ||||||
Diluted shares |
|
46.221
|
|
|
46.495
|
| ||||||
Adjusted earnings per share |
$
|
3.10
|
|
$
|
2.33
|
|
|
33.0
|
%
| |||
Adjusted operating income, adjusted net income, and adjusted earnings per share, are defined as operating income, net income from continuing operations, and diluted net income per share from continuing operations excluding the following items, as applicable: (a) acquisition and strategic/transformation related expenses incurred during the period, (b) costs associated with our South Africa and Transformer Solutions businesses that could not be allocated to discontinued operations for U.S. GAAP purposes, (c) a reclassification of transition services income from “Other income (expense), net, (d) inventory step-up charges and integration costs related to recent acquisitions, (e) a gain related to long-term incentive compensation forfeitures, (f) amortization expense associated with acquired intangible assets, (g) non-cash charges related to the impairment of goodwill and intangible assets, (h) non-cash asset write-down associated with acquisition integration activities, (i) the loss related to the Asbestos Portfolio Sale, (j) a charge of related to revisions of recorded liabilities for asbestos-related claims, (k) gains/losses related to revisions of the liability associated with contingent consideration on a recent acquisition, (l) gains/losses on an equity security associated with a fair value adjustment, (m) non-service pension and postretirement gains/losses, (n) non-cash charge and certain expenses incurred in connection with an amendments to our senior credit agreement, (o) the tax impact of items (a) through (n) above and the removal of certain discrete income tax charges and benefits that are considered non-recurring. The Company’s management views the impact related to each of the other items as not indicative of the Company’s ongoing performance.
| 78 | 2024 PROXY STATEMENT | | ||||||
| 2024 PROXY STATEMENT | 79 | ||||||
| 80 | 2024 PROXY STATEMENT | | ||||||
| 2023 PROXY STATEMENT | ||||||
APPENDIX AE
The Company believes adjusted operating income, adjusted net income, and adjusted earnings per share gives investors a useful tool to assess and understand the Company’s overall financial performance, because they exclude items of income or expense that the Company believes are not reflective of its ongoing operating performance, allowing for a better period-to-period comparison of operations of the Company. Additionally, the Company’s management uses adjusted operating income, adjusted net income, and adjusted earnings per share as measures of the Company’s performance.
Adjusted Operating Income
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES NON-GAAP RECONCILIATION - ADJUSTED OPERATING INCOME (Unaudited; in millions) | ||||||||||||
| 2022 | 2021 | % Change | ||||||||||
Consolidated Operating Income
| $ | 51.0 | $ | 73.7 | ||||||||
Adjustments – Include
| ||||||||||||
TSA Income
| 2.9 | 0.9 | ||||||||||
Adjustments – Exclude
| ||||||||||||
Acquisition related and other costs(1)
| (16.7 | ) | (13.0 | ) | ||||||||
Other operating expense
| (74.9 | ) | 4.1 | |||||||||
Amortization expense
| (28.5 | ) | (21.6 | ) | ||||||||
Impairment of intangible assets
| (13.4 | ) | (30.0 | ) | ||||||||
Adjusted operating income
| 187.4 | 135.1 | 38.7 | % | ||||||||
Exclude:
| ||||||||||||
Corporate annual incentive expense
| 7.8 | 8.2 | ||||||||||
Other, net
| (0.9 | ) | (0.5 | ) | ||||||||
Adjusted operating income for annual incentive purposes
| $ | 194.3 | $ | 142.8 | ||||||||
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES NON-GAAP RECONCILIATION - ADJUSTED REVENUE (Unaudited; in millions) | |||||||||||
| 2023 | 2022 | % Change | |||||||||
| Consolidated revenue | $ | 1,741.2 | $ | 1,460.9 | |||||||
| Exclude currency impacts and aggregate revenue for recent acquisitions | 101.5 | (7.4) | |||||||||
| Adjusted revenue for annual incentive purposes | $ | 1,639.7 | $ | 1,468.3 | 11.7% | ||||||
| 2024 PROXY STATEMENT | 81 | ||||||
|
| 2023 PROXY STATEMENT | ||||||
APPENDIX AE
Adjusted Free Cash Flow
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES NON-GAAP RECONCILIATION - ADJUSTED FREE CASH FLOW (Unaudited; in millions) | ||||
| 2022 | ||||
Net operating cash flows from continuing operations | $ | (115.2 | ) | |
Less: Capital expenditures | 15.9 | |||
Free cash flow used in continuing operations | (131.1 | ) | ||
Exclude: | ||||
Payments associated with Asbestos Portfolio Sale(1) | (143.3 | ) | ||
Income tax payments(2) | (59.6 | ) | ||
Legacy liability payments(2) | (39.5 | ) | ||
Acquisition related payments(1) | (15.2 | ) | ||
Other(1) | (4.9) | |||
Adjusted free cash flow for annual incentive purposes | $
| 131.4
|
| |
|
|
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES NON-GAAP RECONCILIATION - ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE (Unaudited; in millions) | |||||||||||
| 2023 | 2022 | % Change | |||||||||
| Consolidated net income from continuing operations | $ | 144.7 | $ | 19.8 | |||||||
| Adjustments – Exclude | |||||||||||
| Corporate expense | (8.1) | (18.2) | |||||||||
| Acquisition-related and other costs | (5.8) | (1.9) | |||||||||
| Long-term incentive compensation expense | — | 0.8 | |||||||||
| Amortization of acquired intangible assets | (43.9) | (28.5) | |||||||||
| Impairment of goodwill and intangible assets | — | (13.4) | |||||||||
| Special charges, net | — | (0.3) | |||||||||
| Other operating expense, net | (9.0) | (74.9) | |||||||||
| Other income (expense), net | (12.4) | (16.7) | |||||||||
| Loss on amendment/refinancing of senior credit agreement | — | (1.1) | |||||||||
| Tax impacts of items above and certain discrete tax items | 23.2 | 30.7 | |||||||||
| Adjusted net income | 200.7 | 143.3 | 40.1% | ||||||||
| Consolidated net income from continuing operations | 144.7 | 19.8 | |||||||||
| Diluted shares | 46.612 | 46.221 | |||||||||
| Diluted earnings per share from continuing operations | 3.10 | 0.43 | |||||||||
| Adjusted net income | 200.7 | 143.3 | |||||||||
| Diluted shares | 46.612 | 46.221 | |||||||||
| Adjusted earnings per share | $ | 4.31 | $ | 3.10 | 39.0% | ||||||
| 82 | 2024 PROXY STATEMENT | | ||||||
| APPENDIX E | ||
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES NON-GAAP RECONCILIATION - ADJUSTED OPERATING INCOME (Unaudited; in millions) | |||||||||||
| 2023 | 2022 | % Change | |||||||||
| Consolidated operating income | $ | 221.9 | $ | 51.0 | |||||||
| Adjustments – Include | |||||||||||
| TSA income | 0.3 | 2.9 | |||||||||
| Adjustments – Exclude | |||||||||||
Acquisition-related and other costs(1) | (13.6) | (16.7) | |||||||||
| Other operating expense, net | (9.0) | (74.9) | |||||||||
| Amortization of acquired intangible assets | (43.9) | (28.5) | |||||||||
| Impairment of goodwill and intangible assets | — | (13.4) | |||||||||
| Adjusted operating income | 288.7 | 187.4 | 54.1% | ||||||||
| Exclude: | |||||||||||
Corporate annual incentive expense and other, net(2) | (17.5) | 6.9 | |||||||||
| Adjusted operating income for annual incentive purposes | $ | 271.2 | $ | 194.3 | 39.6% | ||||||
| 2024 PROXY STATEMENT | 83 | ||||||
| APPENDIX E | ||
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES NON-GAAP RECONCILIATION - Consolidated Segment Income & Consolidated Segment Income Margin (Unaudited; in millions) | |||||||||||
| 2023 | 2022 | % Change | |||||||||
| Consolidated operating income | $ | 221.9 | $ | 51.0 | |||||||
| Exclude: | |||||||||||
| Corporate expense | 58.4 | 68.6 | |||||||||
Acquisition-related and other costs(1) | 5.8 | 1.9 | |||||||||
| Long-term incentive compensation expense | 13.4 | 10.9 | |||||||||
| Amortization of acquired intangible assets | 43.9 | 28.5 | |||||||||
| Impairment of goodwill and intangible assets | — | 13.4 | |||||||||
| Special charges, net | 0.8 | 0.4 | |||||||||
Other operating expense, net(2) | 9.0 | 74.9 | |||||||||
| Consolidated segment income | $ | 353.2 | $ | 249.6 | 41.5% | ||||||
| Consolidated segment income margin | 20.3 | % | 17.1 | % | |||||||
| 84 | 2024 PROXY STATEMENT | | ||||||
| APPENDIX E | ||
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES NON-GAAP RECONCILIATION - ADJUSTED FREE CASH FLOW (Unaudited; in millions) | ||||||||
| 2023 | 2022 | |||||||
| Net operating cash flows from continuing operations | $ | 243.8 | $ | (115.2) | ||||
| Less: Capital expenditures | 23.9 | 15.9 | ||||||
| Free cash flow used in continuing operations | 219.9 | (131.1) | ||||||
| Exclude: | ||||||||
Acquisition-related and other costs(1) | (10.2) | (15.2) | ||||||
Payments associated with Asbestos Portfolio Sale(1) | — | (143.3) | ||||||
Income tax payments(2) | (58.4) | (59.6) | ||||||
Other, net(3) | (6.8) | (44.4) | ||||||
| Adjusted free cash flow for annual incentive purposes | $ | 295.3 | $ | 131.4 | ||||
| 2024 PROXY STATEMENT | 85 | ||||||
| APPENDIX E | ||
| 2023 PROXY STATEMENT | |||||
SPX TECHNOLOGIES, INC. AND SUBSIDIARIES NON-GAAP RECONCILIATION - ADJUSTED EBITDA (Unaudited; in millions) | |||||||||||
| 2023 | 2022 | % Change | |||||||||
| Net Income | $ | 89.9 | $ | 0.2 | |||||||
| Exclude: | |||||||||||
| Income tax provision | (41.6) | (7.3) | |||||||||
| Interest expense, net | (25.5) | (7.6) | |||||||||
Amortization expense (1) | (44.0) | (28.6) | |||||||||
| Depreciation expense | (19.2) | (17.8) | |||||||||
| Loss from discontinued operations, net of tax | (54.8) | (19.6) | |||||||||
| EBITDA | 275.0 | 81.1 | 239.1% | ||||||||
| Exclude: | |||||||||||
Acquisition and strategic/transformation related costs (2) | (7.8) | (15.3) | |||||||||
Acquisition-related and other costs (3) | (5.8) | (1.9) | |||||||||
Long-term incentive compensation expense forfeitures (4) | — | 0.8 | |||||||||
| Impairment of goodwill and intangible assets | — | (13.4) | |||||||||
Special charges, net (5) | — | (0.3) | |||||||||
Other operating expense, net (6) | (9.0) | (74.9) | |||||||||
| Non-service pension and postretirement losses | (16.1) | (0.1) | |||||||||
| Asbestos-related charges | (0.2) | (16.5) | |||||||||
| Fair value adjustments on an equity security | 3.6 | (3.0) | |||||||||
| Loss on amendment/refinancing of senior credit agreement | — | (1.1) | |||||||||
| Adjusted EBITDA | $ | 310.3 | $ | 206.8 | 50.0% | ||||||
| 86 | 2024 PROXY STATEMENT | | ||||||
6325 Ardrey Kell Rd, Suite 400 980-474-3700 | ||
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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2023 Annual Meeting Proxy Card qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. A Proposals — The Board of Directors recommend a vote FOR all the nominees listed and FOR Proposals 2 and 4 and 1 YEAR on Proposal 3. 1. Election of Directors: + For Against Abstain For Against Abstain For Against Abstain 01—Ricky D. Puckett 02—Meenal A. Sethna 03—Tana L. Utley (Term will expire in 2026) (Term will expire in 2026) (Term will expire in 2026) For Against Abstain 1 Year 2 Years 3 Years Abstain 2. Approval of Named Executive Officers’ Compensation, on a 3. Recommendation on Frequency of Future Advisory Non-binding Advisory Basis. Votes on Named Executive Officers’ Compensation, on a Non-binding Advisory Basis. 4. Ratification of Appointment of Deloitte & Touche LLP as the 5. In their discretion, the Proxies are authorized to vote upon Company’s Independent Registered Public Accounting Firm such other business as may properly come before the meeting. for 2023. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX 574208 +
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. SPX Technologies, Inc. Notice of 2023 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — May 9, 2023 Eugene J. Lowe, III and Mark A. Carano, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of SPX Technologies, Inc. to be held on May 9, 2023 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR the election of the Board of Directors and items 2 and 4 and 1 YEAR on item 3. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side)