SPX Technologies Inc
For the period ended May 13, 2025. Filed Apr 3, 2025.
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May 13, 2025 · Filed Apr 3, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant Q
Filed by a Party other than the Registrantc
Check the appropriate box:
c Preliminary Proxy Statement
c Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Q Definitive Proxy Statement
c Definitive Additional Materials
c Soliciting Material under §240.14a-12
SPX Technologies, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
Q No fee required.
c Fee paid previously with preliminary materials.
c Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(1)
Fellow Stockholders:
On behalf of the Board of Directors, we invite you to attend the SPX Technologies, Inc. 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 13, 2025, at 8:00 a.m. (Eastern Time). The Annual Meeting will be held in a virtual format, conducted via a live webcast.
2024 Review – Another Year of Strong Growth
SPX Technologies (“SPX”) delivered another very strong year in 2024, demonstrating solid financial and operational performance. Strong organic growth and the acquisition of Ingénia helped drive year-over-year increases of 13.9% in revenue and 38.9% in operating income. Robust cash generation enabled us to fund a $292 million acquisition and end the year in a strong financial position, demonstrating the effectiveness of our value creation framework.
We also made notable progress in our key initiatives. Investments in facility expansions, continuous improvement, and digital contributed to revenue growth and margin expansion, positioning us for continued success. In our sustainability efforts, we introduced several new products that help customers enhance energy efficiency, reduce water consumption, and operate more safely.
Well Positioned to Continue Value Creation Journey
We also entered 2025 with a solid financial foundation, supported by healthy backlogs in both our HVAC and Detection & Measurement segments, and sustained customer demand in key markets that will foster continued growth.
Looking ahead, we remain focused on driving value by introducing innovative solutions and strategically expanding our position in key growth markets. We will continue to deploy our business system to enhance operational efficiency and pursue strategic acquisitions that strengthen our platforms, while executing on our sustainability and talent development initiatives.
Our guidance range for 2025 includes another double-digit increase in Adjusted EBITDA and adjusted earnings per share at the midpoint, excluding any impact from further potential capital deployment. We believe that the goals we have set reflect a high level of expectations for our team, and a commitment to delivering the strong performance that investors have come to expect from SPX.
Meeting Attendance and Voting
All SPX stockholders of record at the close of business on March 17, 2025 are entitled to vote on the matters listed at the Annual Meeting. To ensure that your shares will be represented, we ask you to vote by telephone, mail, or over the internet as soon as possible.
On behalf of the Board of Directors and our leadership team, we would like to express our gratitude to our employees for working tirelessly to achieve our goals, and to you, our stockholders, for your valuable feedback and continued interest in SPX Technologies.
Sincerely,
Patrick O’Leary
Chairman of the Board of Directors
Gene Lowe
President and Chief Executive Officer
6325 Ardrey Kell Rd, Suite 400
Charlotte, North Carolina 28277
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
Tuesday, May 13, 2025
8:00 a.m. (Eastern Time)
Virtual format, conducted via a live webcast at meetnow.global/MR5TU2F.
There is no physical location for the 2025 Annual Meeting of Stockholders. Further information regarding attendance, including how to access the virtual meeting, is set forth in the “Question and Answers” section of the accompanying proxy statement. In this notice and throughout the proxy statement, we refer to SPX Technologies, Inc. as “SPX,” the “Company,” “we” or “us.”
Agenda
The principal business of the Annual Meeting will be to:
Elect the three nominees named in our Proxy Statement to serve as directors until our 2027 Annual Meeting;
Approve our named executive officers’ compensation, on a non-binding advisory basis;
Ratify our Audit Committee’s appointment of our independent registered public accounting firm for 2025; and
Transact any other business properly brought before the meeting or any adjournment thereof.
Record Date
March 17, 2025. 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 17, 2025. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.
Proxy Materials
This year, we are again electronically disseminating Annual Meeting materials to some of our stockholders, as permitted under the “Notice and Access” rules approved by the Securities and Exchange Commission. Stockholders for whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred.
By Order of the Board of Directors,Cherée H. JohnsonVice President, Chief Legal Officer and Corporate Secretary
Approximate Date of Mailing of Proxy Materials or
Notice of Internet Availability:
April 1, 2025
TABLE OF CONTENTS
| PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS | 1 |
|---|---|
| MEETING AND VOTING HIGHLIGHTS | 2 |
| CORPORATE GOVERNANCE | 4 |
| DIRECTOR COMPENSATION | 11 |
| Director Compensation Table | 12 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 13 |
| Nominees for Election | 14 |
| Directors Continuing to Serve Until the 2026 Annual Meeting | 16 |
| Directors Continuing to Serve Until the 2027 Annual Meeting | 18 |
| Director and Nominee Skills and Experience | 20 |
| OWNERSHIP OF COMMON STOCK | 21 |
| Stock Ownership Guidelines | 21 |
| Ownership of Common Stock | 21 |
| Directors and Executive Officers | 22 |
| Principal Stockholders | 23 |
| Section 16(a) Reports | 23 |
| EXECUTIVE COMPENSATION | 24 |
| Compensation Discussion and Analysis | 24 |
| Risk Analysis | 36 |
| Compensation Committee Report | 36 |
| Compensation Tables | 37 |
| Summary Compensation Table | 37 |
| Grants of Plan-Based Awards | 39 |
| Outstanding Equity Awards at Fiscal Year-End | 40 |
| Option Exercises and Stock Vested | 42 |
| Nonqualified Deferred Compensation | 42 |
| Potential Payments upon Termination or Change-In-Control | 44 |
| CEO Pay Ratio | 46 |
| Pay Versus Performance Disclosure | 47 |
| Equity Compensation Plan Information | 50 |
| PROPOSAL 2: APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON A NON-BINDING ADVISORY BASIS (“SAY-ON-PAY”) | 51 |
| AUDIT MATTERS | 52 |
| Audit Committee Report | 52 |
| Other Audit Information | 53 |
|---|---|
| Audit and Non-Audit Fee Table | 53 |
| Pre-Approval By Audit Committee | 53 |
| PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 54 |
| QUESTIONS AND ANSWERS | 55 |
| Proxy Materials | 55 |
| Annual Meeting | 55 |
| Voting and Quorum | 57 |
| Communications and Stockholder Proposals | 59 |
| APPENDIX A – RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES | A-1 |
Non-GAAP Financial Measures: Our adjusted earnings per share guidance and adjusted EBITDA guidance for full year 2025 are not measures under generally accepted accounting principles in the United States (“GAAP”) and exclude items, which would be included in our comparable GAAP financial measures, that we do not consider indicative of our on-going performance; and each is calculated in a manner consistent with the presentation of the similarly titled historical non-GAAP measure presented in our earnings release for the quarter and fiscal year ended December 31, 2024 furnished as Exhibit 99.1 to our Current Report on Form 8-K dated February 25, 2025. 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 February 25, 2025, the impact of foreign exchange rate changes subsequent to December 31, 2024, and environmental and litigation charges. See Appendix A for additional information with respect to certain non-GAAP financial measures used to evaluate performance for the purpose of executive officer incentive compensation, which is discussed elsewhere in this Proxy Statement.
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