spxc-20240320

We also made significant advances in our key initiatives in 2023. Investments in both continuous improvement and digital contributed to our revenue growth and margin improvement during the year and helped position us for continued success. On our sustainability initiative, we reported strong progress towards our greenhouse gas emissions reduction target† and 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.

We entered 2024 well positioned to continue our growth journey. After deploying $547 million towards acquisitions in 2023, we ended the year in a very strong financial position. We have historically high levels of backlog in both our HVAC and Detection & Measurement segments, and overall customer demand for our products remains robust. In February 2024, we completed the acquisition of Ingénia, further building on our strong position in Engineered Air Movement within our HVAC Cooling platform. We have also strengthened our team with the addition of exceptional leaders and organized our segment structure to optimize performance.


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 2025 Annual Meeting			16
Directors Continuing to Serve Until the 2026 Annual Meeting			17
Director and Nominee Skills and Experience			19
OWNERSHIP OF COMMON STOCK			20
Stock Ownership Guidelines			20
Ownership of Common Stock			20
Directors and Executive Officers			21
Principal Stockholders			22
Section 16(a) Reports			22
EXECUTIVE COMPENSATION			23
Compensation Discussion and Analysis			23
Risk Analysis			36
Compensation Committee Report			37
Compensation Tables			38
Summary Compensation Table			38
Grants of Plan-Based Awards			41
Outstanding Equity Awards at Fiscal Year-End			43
Option Exercises and Stock Vested			45
Nonqualified Deferred Compensation			45
Potential Payments upon Termination or Change-In-Control			47
CEO Pay Ratio			49
Pay Versus Performance Disclosure			50
Equity Compensation Plan Information			54
PROPOSAL 2: APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON A NON-BINDING ADVISORY BASIS (“SAY-ON-PAY”)			55
PROPOSAL 3: APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF THE BOARD OF DIRECTORS			56

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

Certain statements in this Proxy Statement are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the safe harbor created thereby. The words “guidance,” “believe,” “expect,” “anticipate,” “project” and similar expressions identify forward-looking statements. Actual results may differ materially from these statements. Please consider these forward-looking statements in conjunction with the Company’s documents filed with the Securities and Exchange Commission, including the Company’s most recent annual report on Form 10-K, which identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements, including the following: cyclical changes and specific industry events in the Company’s markets; changes in anticipated capital investment and maintenance expenditures by customers; availability, limitations or cost increases of raw materials and/or commodities that cannot be recovered in product pricing; the impact of competition on profit margins and the Company’s ability to maintain or increase market share; inadequate performance by third-party suppliers and subcontractors for outsourced products, components and services and other supply-chain risks; the uncertainty of claims resolution, including with respect to, environmental and other contingent liabilities; the impact of climate change and any legal or regulatory actions taken in response there to; cyber-security risks; risks with respect to the protection of intellectual property, including with respect to the Company’s digitalization initiatives; the impact of overruns, inflation and the incurrence of delays with respect to long-term fixed-price contracts; defects or errors in current or planned products; the impact of pandemics and governmental and other actions taken in response; domestic economic, political, legal, accounting and business developments adversely affecting the Company’s business, including regulatory changes; changes in worldwide economic conditions, including as a result of geopolitical conflicts; uncertainties with respect to SPX’s ability to identify acceptable acquisition targets; uncertainties with respect to integrating acquisitions and achieving cost savings and other benefits from acquisitions; the impact of retained liabilities of disposed businesses; potential labor disputes; and extreme weather conditions and natural and other disasters. In addition, estimates of future operating results are based on the Company’s current complement of businesses, which is subject to change.

Information with respect to our officers and directors presented in this proxy statement for periods prior to the consummation of our holding company reorganization completed on August 15, 2022 include their respective service, and compensation from, our corporate predecessor, SPX Corporation. For example, although each of the directors was first elected to the Company’s Board of Directors in August 2022 in connection with the reorganization, the biographical and other information herein with respect such directors includes their service as directors of SPX Corporation for periods prior to the consummation of the reorganization.

MEETING AND VOTING HIGHLIGHTS

This summary highlights information about the Company, voting recommendations of our Board of Directors (“Board”), and certain information contained elsewhere in this proxy statement (“Proxy Statement”) for the Company’s 2024 Annual Meeting of Stockholders (“Annual Meeting” or “meeting”). This summary does not contain all of the information that you should consider in voting your shares. Before voting, you should carefully read the entire Proxy Statement and our 2023 Annual Report to Stockholders.

Annual Meeting


Time and Date:			8:00 a.m. (Eastern Time), Tuesday, May 14, 2024
Place:			Virtually via the internet at: meetnow.global/MKHVHJL
Record Date:			March 18, 2024

Purpose of Meeting and Board Recommendations

Proposals

Board Vote

Recommendation

Votes Required for

Approval

Page

Reference

Proposal 1:

Election of Directors

FOR
each nominee

Majority of votes cast

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

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

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

Proposal 7:

Ratification of Appointment of Independent Registered Public Accounting Firm

FOR

Majority of shares present or represented by proxy and entitled to vote

The Board strongly encourages you to exercise your right to vote on these matters. Your vote is important.

Who May Vote

Holders of SPX common stock whose shares are recorded directly in their names in our stock register (“stockholders of record”) at the close of business on March 18, 2024, may vote their shares on the matters to be acted upon at the meeting. Stockholders who hold shares of our common stock in “street name,” that is, through an account with a broker, bank, trustee, or other holder of record, as of such date may direct the holder of record how to vote their shares at the meeting by following the instructions that they receive from the holder of record.


2			2024 PROXY STATEMENT

A list of stockholders entitled to vote at the meeting will be available for examination at our principal executive offices located at 6325 Ardrey Kell Rd, Suite 400, Charlotte, North Carolina 28277, for a period of at least ten days prior to the Annual Meeting. The stock register will not be closed between the record date and the date of the meeting.

How to Vote


How to Vote		Stockholders of Record*	Street Name Holders†
MOBILE DEVICE	Scan the QR Code to vote using your mobile device:		Refer to voting instruction form.
INTERNET	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 13, 2024.
MEETING	For instructions on attending and voting during the Annual Meeting virtually on the internet, please see below and page 69.

* You hold shares registered in your name with SPX’s transfer agent, Computershare, or you are an Employee Benefit Plan Participant.

† You hold shares held through a broker, bank, trustee, or other holder of record.

Your voting instructions must be received prior to the start of the meeting at 8:00 a.m., on May 14, 2024, if you are not voting at the meeting. Voting instructions submitted by participants in the KSOP Trust must be received by 9:00 a.m. (Eastern Time) on May 10, 2024.

Admission to Meeting

The Annual Meeting will be held solely as a virtual meeting live via the Internet. You will be able to attend the Annual Meeting via live webcast by visiting the Company’s virtual meeting website (meetnow.global/MKHVHJL) at the meeting time. Upon visiting the meeting website, you will be prompted to enter your 15-digit control number provided on your Notice of Internet Availability of Proxy Materials or proxy card you received with your proxy materials.

If you hold your shares in street name, in order to join the virtual meeting as a stockholder and be able to vote and submit questions during the Annual Meeting, you will need to contact your broker, bank or other holder to receive proof of your beneficial ownership and submit such proof, along with your name and email information, to Computershare in advance of the Annual Meeting no later than 5:00 p.m. (Eastern Time) on May 10, 2024, which may be submitted via email to legalproxy@computershare.com, or via mail to Computershare, SPX Technologies, Inc. Legal Proxy, P.O. Box 43001, Providence, Rhode Island 02940-3001. Upon receipt of such beneficial ownership proof, Computershare will then register you for attendance at the virtual meeting and provide you with registration information needed to join the meeting as a stockholder.

Additional Information

More detailed information about the Annual Meeting and voting can be found in “Questions and Answers” beginning on page 68.


			2024 PROXY STATEMENT			3

We have adopted a Code of Ethics and Business Conduct that applies to all our directors, officers, and employees, including our chief executive officer and senior financial and accounting officers. Our Code of Ethics and Business Conduct requires each director, officer, and employee to avoid conflicts of interest; comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in the best interest of our Company and our stockholders. In addition, our Code of Ethics and Business Conduct acknowledges special ethical obligations for financial reporting.

Our Corporate Governance Guidelines require that a substantial majority of the Board meet the independence requirements of the listing standards of the New York Stock Exchange (“NYSE”). At least annually, our Board reviews whether each of our directors is independent. The Board has adopted Independence Standards to help guide it in this process. Our Independence Standards are available on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance.” Based on its most recent annual review, the Board has concluded that Patrick J. O’Leary, Ricky D. Puckett, David A. Roberts, Meenal A. Sethna, Ruth G. Shaw, Robert B. Toth, Tana L. Utley, and Angel Shelton Willis, are independent, as defined in our Independence Standards and the listing standards of the NYSE. The Board has concluded that Eugene J. Lowe, SPX’s President and Chief Executive Officer (“CEO”), is not independent as defined in our Independence Standards and the listing standards of the NYSE.

In addition to our Corporate Governance Guidelines, we have implemented programs to incorporate sustainability practices both in the products we make and how we make them. In January 2023, SPX published its sustainability commitments, which reflect the important role of sustainability in our culture and our value creation journey. The Governance & Sustainability Committee of the Board oversees the governance of SPX’s sustainability program. At the direction of the Board, the Company has formed a Sustainability Steering Committee, a management committee that provides periodic reports to the Governance & Sustainability Committee on the Company’s sustainability initiatives and efforts. In September 2023, SPX published its Sixth Annual Sustainability Report with enhanced disclosures across multiple metrics and showed significant progress in meeting its Greenhouse Gas Reduction goals as well as a dramatic decrease in water usage. A copy of this Sustainability Report can be found on our website (www.spx.com), under the heading “Investor Relations—Sustainability.”

In addition, the Board explicitly addresses risk in a wide range of discussions, including those relating to segment or business unit activities, specific corporate functions (such as treasury, tax, capital allocation, legal, etc.), cybersecurity, ongoing litigation, and consideration of extraordinary transactions. In particular, the Audit Committee reviews cybersecurity risk mitigation each quarter and conducts an annual in-depth review of our material cybersecurity risks and our defensive posture with management and SPX’s Chief Information Officer and Chief Information Security Officer. The Board also participates in an annual cybersecurity training and review. In addition to the Board’s active role in these discussions, the Board has full access to management, as well as the ability to engage advisors, in order to assist in its risk oversight role.

The Board and the Governance & Sustainability Committee require each director to have a proven record of success and leadership. In order to maintain appropriate flexibility to adjust to evolving needs, neither the Board nor the Governance & Sustainability Committee has set minimum requirements with respect to age, education, or years of business experience or has designated specific expertise required for directors. Rather, the Governance & Sustainability Committee seeks to structure the Board so that it consists of a diverse group of individuals, each with a unique combination of skills, experience, and background. The Governance & Sustainability Committee has no set diversity policy or targets, but places what it believes to be appropriate emphasis on certain skills, experience, and background that it determines adds, or would add, value to our Board. In addition, the Governance & Sustainability Committee considers the demographic make-up of the board and emphasizes identifying and recruiting candidates that are members of under-represented communities. Knowledge of our industries and strategic perspective, as well as financial expertise, operational experience, and expertise with strategy development (including mergers and acquisitions), are examples of attributes that our Board and the Governance & Sustainability Committee consider important. The Governance & Sustainability Committee also considers effective interaction among Board members and between the Board and management to be crucial factors in considering individuals for nomination.

The Governance & Sustainability Committee considers the criteria listed in the paragraphs above at least each time the director is re-nominated for Board membership or when considering additions to the Board. At such times as the Board and the Governance & Sustainability Committee determine there is a need to add or replace a director, the Governance & Sustainability Committee identifies director candidates through references from its members, other directors, management, or, if appropriate, outside search firms. The Governance & Sustainability Committee applies the same process and standards to the evaluation of each potential director nominee, regardless of whether he or she is recommended by one or more stockholders or is identified by some other method.

The Board had adopted a policy, which was included in our Corporate Governance Guidelines, providing for non-management directors to retire from the Board at the conclusion of their term following their 75th birthday. In August 2023, the Board amended our Corporate Governance Guidelines to eliminate this policy, as the Board believes that the actual performance and contributions of an individual director are more important in determining whether that individual should be re-nominated, rather than mandating retirement based on an arbitrary age limit. In taking this action, the Board considered the trend toward eliminating such age-based retirement policies, the actual level of performance and contributions of directors currently at or approaching ineligibility under the prior retirement policy, the desirability of continued stability with respect to the membership of the Board in light of the recent, and contemplated future, strategic changes in the portfolio of businesses operated by the Company, and the tenure and leadership of each of the directors currently at or approaching ineligibility under the policy. The Board also considered peer-company policies and the guidelines of institutional proxy advisory firms regarding mandatory retirement age policies. The Board believes that the continued service of these directors maintains a desirable level of continuity on the Board in light of current circumstances and accordingly the amendment to this provision is in the best interests of the Company and its stockholders. The determination to amend the Corporate Governance Guidelines was made by a unanimous vote of the Board, other than Mr. Roberts and Dr. Shaw, who would have been ineligible under the policy for re-election based on their respective ages at the time of the amendment and who therefore recused themselves from the vote. In light of this change in policy, the Board has undertaken a formal review of individual director performance as part of its annual performance evaluation and self-assessment review.

Any stockholder who wishes to recommend an individual for consideration by the Governance & Sustainability Committee should provide written notice of the recommendation to our Corporate Secretary at our address shown on the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. Such notice must be accompanied by certain disclosures, including written information about the recommended nominee’s business experience and background, and documentation required under our By-laws for stockholder nominations of directors, as well as a consent in writing signed by the recommended nominee that he or she is willing to be considered as a nominee and, if nominated and elected, that he or she will serve as a director. In addition, any director nominee must provide information we may reasonably request in order for us to determine the eligibility of such nominee to serve as an independent director.

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

In uncontested elections, we elect directors by majority vote. Under this voting standard, the number of shares voted “for” a director must exceed the number of shares voted “against” that director. In a contested election, directors are elected by a plurality of the votes represented in person or by proxy at the meeting. An election is contested if the number of nominees exceeds the number of directors to be elected. Whether or not an election is contested is determined ten days in advance of the date we file our definitive proxy statement with the Securities and Exchange Commission (“SEC”). This year’s election is uncontested. Accordingly, the majority vote standard will apply.

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

Pursuant to its charter and a written related-party policy, the Audit Committee is charged with reviewing and approving any related-party transactions. A related-party transaction is a transaction involving SPX and any of the following persons: a director, director nominee, or executive officer of SPX; a holder of more than 5% of SPX common stock; or an immediate family member or person sharing the household of any of these persons. When considering a transaction, the Audit Committee is required to review all relevant factors, including whether the transaction is in the best interest of our Company; our Company’s rationale for entering into the transaction; alternatives to the transaction; whether the transaction is on terms at least as fair to our Company as would be the case were the transaction entered into with an unrelated third party; potential for an actual or apparent conflict of interest; and the extent of the related party’s interest in the transaction.

Our governance documents provide the Board with flexibility to select the leadership structure that is most appropriate for the Company and its stockholders in consideration of then-current circumstances. The Board regularly evaluates the Company’s leadership structure and has concluded that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Chairman of the Board and CEO. This approach allows the Board to elect the most qualified director as Chairman of the Board while also maintaining the ability to combine or separate the Chairman of the Board and CEO roles when necessary or appropriate. We currently separate the positions of Chairman of the Board and CEO.

The small size of our Board and the relationship between management and non-employee directors put each director in a position to influence agendas, the flow of information, and other matters. Our non-employee directors meet regularly in private session, without management, as part of our Board meetings and can also call additional meetings of the non-employee directors at their discretion. The Board believes that its current leadership structure provides an appropriate balance among strategy development, operational execution, and independent oversight, and that this structure is currently in the best interests of the Company and its stockholders.

The Board met five times in 2023. The Board currently has a standing Audit Committee, Compensation Committee, and Governance & Sustainability Committee. Except for Dr. Shaw, all directors attended at least 75% of the meetings of the Board and of the committees on which they served in 2023. Dr. Shaw attended 73% of the Board and committee meetings on which she served in 2023 and would have achieved over 75% attendance but for a serious illness in her family. Dr. Shaw is an active participant on all board matters, is a leader on sustainability and governance matters and engages consistently with the Chairman, the President & CEO and the other board members and management outside of the regular meetings. In light of the reason for her absences and her active engagement and leadership on board matters, the Board (with Dr. Shaw recusing herself) unanimously approved her absences in determining to nominate her for re-election as a director at the Annual Meeting.

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

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.

The Compensation Committee sets the compensation for our executive officers, including agreements with our executive officers, equity grants, and other awards, and makes recommendations to the Board on these same matters for our CEO. The Committee Chair conducts the annual review of performance and objectives of the CEO. The Compensation Committee receives input regarding compensation for our executive officers, including proposed compensation, from its independent compensation consultant, as well as from our CEO for his direct reports. The Compensation Committee has delegated to our CEO the authority to issue one-time equity grants of up to $50,000 per individual and $250,000 in the aggregate annually to non-officer employees.

The Governance & Sustainability Committee assists the Board in identifying qualified individuals to become Board members and by recommending director nominees to the Board; develops and recommends to the Board our Corporate Governance Guidelines; leads the Board in its annual review of the Board’s performance; and makes recommendations to the Board regarding the compensation of non-employee directors (including equity awards) and the assignment of individual directors to various committees. Pursuant to its charter, the Governance & Sustainability Committee also oversees the governance of the Company’s sustainability program; reviews and approves our sustainability goals and targets; monitors performance against those goals; reviews and approves our annual sustainability report; and works with management to assess climate risks and opportunities.

The annual equity grant of restricted stock units (“RSU”) is made under the SPX 2019 Stock Compensation Plan (the “2019 Stock Plan”). The number of RSUs awarded is calculated by dividing the $130,000 annual equity retainer by the closing price of the Company’s stock on the date of grant and rounding up to a full share. The RSU award is granted in connection with our Annual Meeting and vests the day before the following annual meeting. Vesting is subject to the director’s continued service on our Board through such vesting date. The annual equity grant for a director who has a partial year of service (due to joining the Board during the year) is pro-rated.

We reimburse non-employee directors for the reasonable expenses of attending Board and committee meetings and for expenses associated with director training and development. From time to time, a director’s spouse may accompany the director to certain business functions, including on our corporate aircraft; in such instances, the value of the spouse’s travel is imputed for income tax purposes as income to the director (determined under the U.S. Department of Transportation’s standard industry fare level (“SIFL”)) and the incremental cost to SPX, if any, is included as other compensation in our Director Compensation Table if it, together with any other personal benefits, exceeds the threshold specified under SEC rules.

The Board is proposing that, at the Annual Meeting, the stockholders approve an amendment our Certificate of Incorporation to eliminate the classification of the Board of Directors into classes serving staggered, three-year terms and to provide for the annual election of the Board of Directors. For a description of this proposal, see “Proposal 3: Approval of the Amendment to our Certificate of Incorporation to Provide for the Annual Election of the Board Of Directors” beginning on page 56. Because this amendment, if approved by the stockholders at the Annual Meeting, would become effective only following the conclusion of the Annual Meeting, director nominees will be elected at the Annual Meeting for three-year terms.


Ruth Shaw Retired Group Executive for Public Policy and President of Duke Nuclear, Duke Energy Corporation Age: 76 Director since: 2015 Committees: •Compensation •Gov. & Sustainability (Chair)
						PROFESSIONAL HIGHLIGHTS Ruth G. Shaw retired in 2007 from Duke Energy Corporation, an electricity and natural gas provider, and remained an Executive Advisor to the company until 2009. At Duke, she served as Group Executive for Public Policy and President, Duke Nuclear, from 2006 to 2007; President and Chief Executive Officer, Duke Power Company, from 2003 to 2006; Executive Vice President and Chief Administrative Officer from 1997 to 2003; and in various other roles from 1992 to 1997. She was also President of The Duke Energy Foundation from 1994 to 2003.Dr. Shaw has extensive corporate board experience, including as lead director at DTE Energy; and serving as a board committee chair at Dow, Inc, Wachovia, Southwire and others. She has been a director and chair of the boards of the University of North Carolina Charlotte; the UNCC Charlotte Foundation; the Foundation for the Carolinas; The Carolina Thread Trail; the United Way of Central Carolinas; and the Arts & Science Council. She is a former member of the executive committees of the Nuclear Energy Institute and the Institute of Nuclear Power Operations. Throughout her years of service, Dr. Shaw has chaired Sustainability Committees, Compensation Committees, Governance Committees, and served on Audit, Finance and Risk Committees. She earned her bachelor’s degree and M.A. from East Carolina University and her Ph.D. from the University of Texas at Austin. SKILLS AND QUALIFICATIONS Dr. Shaw contributes a deep understanding of multiple industries; corporate governance; human resources management; executive compensation; information technology; communications and public relations; environment, health and safety management; sustainability; procurement; and diversity to our Board.


Bob Toth Former Chairman, Chief Executive Officer and President, Polypore International, Inc. Age: 63 Director since: 2017 Committees: •Audit •Compensation
						PROFESSIONAL HIGHLIGHTS Robert B. Toth currently serves as an independent advisor to several private equity firms. Mr. Toth has more than 30 years of experience in leadership roles at global industrial and manufacturing companies, as well as in private equity, most recently as a Managing Director at CCMP Capital Advisors, LLC from 2016 until 2019. Prior to CCMP, Mr. Toth served as the Chairman, Chief Executive Officer and President of Polypore International, Inc., a leading global high technology filtration company, where he optimized the business portfolio and positioned the company for accelerated growth, resulting in a substantial increase in enterprise value. Prior to Polypore, Mr. Toth served as President, Chief Executive Officer and Board Director of CP Kelco ApS, where he led the business through a comprehensive turnaround and successful sale. He also spent 19 years at Monsanto Company and its spin-off, Solutia Inc., where he held a variety of executive and managerial roles. Mr. Toth is currently a Director at Materion Corporation. He earned a bachelor’s degree in Industrial Management with a field of study in Industrial Engineering from Purdue University and MBA from the John M. Olin School of Business at Washington University, St. Louis, Missouri. SKILLS AND QUALIFICATIONS Mr. Toth contributes significant insight on mergers and acquisitions and on strategic portfolio management and related strategic and operational issues. Mr. Toth also brings extensive experience leading companies in the manufacturing sector, including knowledge and skills in senior management, finance, and operations.


Angel Shelton Willis Vice President, General Counsel & Secretary, Sealed Air Corporation Age: 53 Director Since: 2021 Committees: •Audit •Gov. & Sustainability
						PROFESSIONAL HIGHLIGHTS Angel Shelton Willis has served as Vice President, General Counsel & Secretary of Sealed Air Corporation, a global leader in sustainable, automated and digital packaging solutions, since 2019. She currently oversees all aspects of its global legal compliance and regulatory affairs, including commercial transactions, mergers & acquisitions, litigation, labor & employment, intellectual property, ethics and compliance, regulatory and corporate governance matters. Prior to joining Sealed Air in 2019, from 2005 to 2018, Ms. Willis served in a number of leadership roles of increasing responsibility at the then Ingersoll Rand Company, including Deputy General Counsel, Mergers and Acquisitions, Finance & Restructuring and General Counsel, Climate Solutions. Prior to Ingersoll Rand, Ms. Willis served as Corporate Counsel at Cummins Inc. She began her career as an Associate at Ice Miller, a full service law firm serving Fortune 500 companies, municipalities, and nonprofits. Ms. Willis received both her bachelor’s degree in Political Science and Economics and her MBA from Clemson University, and her J.D. from the University of Illinois. She is licensed to practice law in the states of North Carolina and Indiana. SKILLS AND QUALIFICATIONS In addition to Ms. Willis’s extensive legal background, she brings deep experience in global industrial and manufacturing sectors, mergers and acquisitions, regulatory, tax, risk management, communications, crisis management, and corporate governance.


Gene Lowe President and CEO, SPX Technologies, Inc. Age: 56 Director since: 2015 Committees: •None
			PROFESSIONAL HIGHLIGHTS Eugene J. Lowe, III has served as President and Chief Executive Officer of SPX since September 2015. He was appointed an officer of SPX in 2014 and previously served as Segment President, Thermal Equipment and Services, from 2013 to 2015; President, Global Evaporative Cooling, from 2010 to 2013; and Vice President of Global Business Development and Marketing, Thermal Equipment and Services, from 2008 to 2010. Prior to joining SPX, Mr. Lowe held positions with Milliken & Company, Lazard Technology Partners, Bain & Company, and Andersen Consulting. Mr. Lowe is currently a director of Federal Signal Corporation. He earned his bachelor’s degree in Management Science from Virginia Tech and his MBA from Dartmouth’s Tuck School of Business. SKILLS AND QUALIFICATIONS Mr. Lowe brings valuable operations, strategic planning, marketing, and business development experience to our Board. As the only member of SPX management to serve on the Board, Mr. Lowe also contributes a level of understanding of our Company not easily attained by an outside director.


Patrick O’Leary Retired Executive Vice President, Finance, Treasurer and CFO, SPX Corporation Age: 66 Director since: 2015 Committees: •Gov. & Sustainability
			PROFESSIONAL HIGHLIGHTS Patrick J. O’Leary retired in August 2012 from SPX, having served as Vice President, Finance, Treasurer and Chief Financial Officer from 1996, and later as Executive Vice President in 2004. During his more than 15 years with SPX, he was a principal architect of the Company’s transformation until his retirement. Prior to joining SPX, Mr. O’Leary served as Chief Financial Officer and a director of Carlisle Plastics, Inc., from 1994 to 1996. He began his career with Deloitte & Touche LLP, where he held various roles of increasing responsibility from 1978 to 1994, including Partner in the firm’s Boston office from 1988 to 1994. Mr. O’Leary is currently a director of Avanos Medical Inc. He earned his bachelor’s degree in Accountancy and Law from the University of Southampton, England. SKILLS AND QUALIFICATIONS Mr. O’Leary contributes a deep understanding of SPX history and businesses to our Board. In addition, he brings broad financial strategy expertise, including strong financial acumen, and mergers and acquisition and governance experience. Mr. O’Leary also contributes leadership skills developed through his experience serving on various public company boards.


Dave Roberts Retired Chairman of the Board and Executive Chairman, President and CEO, Carlisle Companies, Inc. Age: 76 Director since: 2015 Committees: •Compensation •Gov. & Sustainability
			PROFESSIONAL HIGHLIGHTS David A. Roberts retired in 2020 as Chairman of the Board of Carlisle Companies, Inc., a diversified manufacturing company, a position he held since 2017. He previously served as Carlisle’s Executive Chairman of the Board, in 2016; its Chairman and Chief Executive Officer, from 2014 to 2015; and its Chairman, President and Chief Executive Officer, from 2007 to 2014. Prior to joining Carlisle, Mr. Roberts served as Chairman, President and Chief Executive Officer of Graco, Inc., a fluid handling system provider, from 2001 to 2007. Prior to that, Mr. Roberts served as a Group Vice President of The Marmon Group, LLC, a diversified industrial holding company, from 1995 to 2001. He began his career serving in a variety of manufacturing, engineering, and general management positions with The Budd Company, Pitney Bowes, and FMC Corporation. Mr. Roberts previously served as a director of Franklin Electric Co., Inc. and Horizon Global Corporation. He earned his bachelor’s degree from Purdue University and his MBA from Indiana University. SKILLS AND QUALIFICATIONS Mr. Roberts brings extensive experience in senior management of multinational companies, including expertise in the industrial and manufacturing sectors, and mergers and acquisitions, to our Board. Mr. Roberts also contributes strong financial acumen and experience from his service on various public company boards.


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.


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.

The Governance & Sustainability Committee and the Board use this information to identify areas for director training and as a tool to maintain a balanced and well-rounded board. In addition, the Governance & Sustainability Committee considers these and other criteria as a guide, but not as a minimum set of requirements, when evaluating potential candidates for the Board. Together, this variety of skill sets, experiences, and personal backgrounds allows our directors to provide the diversity of thought that is critical to the Board’s decision-making and oversight process. The following chart indicates the director has gained experience in the attribute through a current or prior position other than his or her service on the SPX Board. For a better understanding of our Board qualifications and diversity, we encourage you to read “Director Nominees, Qualifications, and Diversity” beginning on page 5.

Once a non-employee director or executive leader attains the desired level of share ownership, he or she will continue to be in compliance with these guidelines even if he or she later falls below the guideline, as long as he or she retains at least 50% of the net shares acquired upon exercise of stock options and at least 50% of the net shares acquired pursuant to vested restricted equity awards and vested restricted stock unit grants until he or she again meets or exceeds the guidelines. “Net shares” means the shares remaining after disposition of shares necessary to pay the related tax liability and, if applicable, the stock option exercise price.


	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	%

(1)Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or officer can vote or transfer, stock options that are exercisable or would become exercisable within 60 days, and other shares a director or officer would have the right to acquire within 60 days. The number of our shares beneficially owned by each of the named executive officers and by all directors, nominees and current executive officers as a group also includes shares represented as held under the individual’s account under the SPX Retirement Savings and Stock Ownership Plan (“401(k) Plan”). The stockholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them. Director RSUs that were electively deferred until six months following separation from service are not included as beneficially owned.

We achieved very strong operational, financial and strategic results in 2023, which led to an increase of 55% in the equity market value of our company. The majority of our businesses exceeded their financial performance targets, and our leadership teams continued to deliver progress on our strategic objectives, positioning us to achieve several of our long-range goals well ahead of schedule. We continued to leverage the strengths of each platform while expanding our reach into adjacent markets through strategic acquisitions. Finally, we achieved a significant milestone by settling our long standing disputes in South Africa, reducing enterprise risk and freeing up management time and attention to further focus on our strategic growth objectives.

Our executive compensation program has three primary elements: base salary, annual incentive, and long-term incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs, and other senior management team members, to focus on stockholder value creation. The combination of Short- and long-term incentives provides more than 50% of our executives’ target compensation, with incentives tied directly to Company performance and achievement of our strategic initiatives. Based on our performance, and consistent with the design of our program, the Committee made the following executive compensation decisions for 2023:


			Reflecting the Voice of Our Stockholders We carefully consider the results of our stockholder Say-on-Pay vote from the previous year. At our 2023 Annual Meeting, approximately 87% of votes cast approved our executive compensation, while our Say-On-Pay voting results have averaged more than 90% approval each year since 2016. We continue to actively seek and highly value the perspectives of our investors. During the year, we reached out to stockholders owning approximately 75% of our common stock. We have taken and will continue to take stockholder feedback into consideration as we evolve our compensation program. Most importantly, we are committed to ensuring that our ongoing program is designed in the best interests of both our stockholders and executives.


Summary of Compensation Program •Sets total compensation that is in line with the market, employee experience and scope of responsibilities, facilitating attraction, retention, and reward for execution of responsibilities and delivery of performance; •Emphasizes variable compensation programs: greater than 80% of CEO and greater than 65% of other NEOs pay at risk; •Provides that a majority of long-term incentives to NEOs are performance based; •Establishes rigorous performance targets across key financial categories, including operating income, cash flow, and revenue, that exceed prior year results.
									•Grants equity awards with double-trigger termination payments upon a change in control; •Aligns compensation to performance against financial target delivery and progression on strategic initiatives, including continuous improvement, digital, diversity & inclusion, and sustainability; •Includes a relative TSR component against our industry group index for long-term incentives to align with stockholder value; •Freezes historic defined benefit pension plans, with no NEO participants; •Prohibits NEO hedging or pledging of our common stock.


Alignment with Stockholders’ Interests			Executive officers’ interests should be directly aligned with those of stockholders through a compensation program that emphasizes an appropriate balance of both short- and long-term financial performance and is directly affected by our stock price. Requiring executive officers to hold a meaningful amount of equity supports alignment to stockholder interests.
Link to Business Priorities and Performance			A significant portion of total compensation should be variable and subject to the attainment of certain specific and measurable performance goals and objectives. In addition to financial indicators, variable compensation should emphasize the link between rewards and the execution of strategy.
Competitiveness			Target total compensation should be competitive with that being offered to individuals holding comparable positions, with comparable experience, at other public companies with which we compete for leadership and market talent.
Governance			Maintaining best-practice executive compensation governance standards is critical to the decision-making process and the ability to manage risk. Doing so is in the best interests of our stockholders and executives.

For purposes of this chart, compensation includes the three-year total for salary, target annual bonus, the target value of equity awards and amounts from the “change in pension value and nonqualified deferred compensation” and “All Other Compensation” columns of each company’s Summary Compensation Table disclosure. Performance is three-year total shareholder return. Due to the timing of public disclosures, peer company data represents 2020 through 2022 while our CEO’s total compensation represents 2021 through 2023 and our total shareholder return is for December 31, 2020 through December 31, 2023.


			What We Do
✓			Heavy emphasis on variable, performance-based compensation
✓			Majority of long-term incentive awards are performance based
✓			Align compensation to year-over-year performance and delivery on strategic initiatives.
✓			Stock ownership guidelines
✓			Clawback provisions that apply to both cash and equity incentive awards
✓			“Double-trigger” termination payments upon a change in control
✓			Use of independent compensation consultant
✓			Regular risk assessments
✓			Annual reviews of share utilization
✓			Stockholder outreach
✓			Regular market assessments against our peer group


			What We Do Not Do
✘			No multi-year guarantees of salary increases
✘			No tax gross-ups on termination payments following a change in control
✘			No hedging of Company stock
✘			No pledging of Company stock
✘			No significant perquisites or defined benefit pension plans
✘			No “single-trigger” termination payments upon a change in control
✘			No repricing or backdating stock options without stockholder approval

The Committee retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its sole independent compensation consultant through September 13, 2023 and Pearl Meyer acted as sole compensation consultant with respect to compensation structure for and awards made in 2023. On September 14, 2023, the Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its sole independent compensation consultant. Meridian does not, and Pearl Meyer did not, provide any services to our Company other than advice to and services for the Committee relating to compensation of all executives and the Governance & Sustainability Committee relating to compensation of our non-employee directors. The independent compensation consultant may provide other consulting services to SPX, on a limited basis and only with approval from the Committee and the Governance & Sustainability Committee. The Committee reviews services provided by its independent compensation consultant on at least an annual basis.

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain talent. Base salary levels are reviewed annually. When making adjustments, the Committee considers the Company’s overall performance; the NEO’s individual performance, experience, career potential, and tenure with the Company; and competitive market practices. The Committee approved increases in annual base salary, effective March 27, 2023, as reflected in the table below, to continue to improve the competitive market position of our NEO’s base salaries relative to our peer group.

(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 38.

As previously discussed, we were able to deliver very strong financial performance in 2023. The majority of our businesses exceeded their revenue targets and showed positive growth in operating income through active management of pricing, the delivery of continuous improvement initiatives and cost controls. Cost controls at the Corporate level also facilitated a positive impact on the adjusted operating income*. As a result, we achieved year-over-year growth in adjusted revenue* and adjusted earnings per share* of approximately 12% and 39%, respectively. In addition, we generated strong adjusted free cash flow* reporting $295.3 million. All three metrics generated over double digit improvement from prior year results.

Mr. Lowe, Mr. Carano, Mr. Data, and Mr. Reilly’s bonus payouts are tied 100% to the corporate results. Mr. Swann and Mr. McClenaghan have target incentives that include both business unit and corporate results: 75% of each of their incentives is based on their respective roles as a business unit or segment President, and 25% is based on corporate metrics. For 2023, the segment performance achievement metric for Mr. Swann was 149.0%, generating an overall payout of 162.0% for him, and the business unit performance achievement metric for Mr. McClenaghan was 195.0%, generating an overall payout of 196.2% for him. We do not include the specific segment and business unit financial metrics and performance levels for Mr. Swann and Mr. McClenaghan because we believe this information is confidential information and its public disclosure could cause competitive harm to those businesses. At the time these performance goals were set, the Committee deemed the target performance levels to be realistic “stretch” goals, with a maximum payout possible only in the event of superior performance. Following application of calculated awards, the payout by named executive officer is noted in the table below. Mr. Reilly’s annual incentive payout is prorated based on time service prior to his retirement.

In 2023, awards of Options were granted to eligible participants, including each of the NEOs, other than Mr. Reilly. The Committee approved the 2023 Option grants to the NEOs in March 2023. The exercise price per share of the 2023 Options is the closing trading price per share on the NYSE on the date of grant. The 2023 Options grant agreement provides generally for time-based ratable vesting in equal installments (of 33 1/3 percent per year) over a three-year period (generally subject to continued service during the period) with a maximum exercise term of ten years. The Committee approves all grants of Options to officers based on its equity grant guidelines.

The 2023 awards of PSUs provide eligible participants, including each of the NEOs, other than Mr. Reilly, the opportunity to receive shares of common stock based on pre-established financial performance targets over a specified three-year period (and generally subject to continued service during the performance period). The performance criteria for the PSUs are based on the r-TSR of SPX as compared to the results of a peer group within the S&P 600 Small Cap Capital Goods Index. At grant date, this peer group was comprised of 57 companies that compete in similar markets. Payouts under the program are made in shares of our common stock and range from 0% to 150% based on our TSR achievement versus the peer group. Threshold payout is 50% of target and maximum payout is 150% of target, with linear interpolation of payouts for results between threshold and target or between target and maximum. Threshold payout is achieved at the 30th percentile, target at the 50th percentile, and maximum at the 75th percentile. No payout is awarded unless SPX performance is equal to or greater than the 30th percentile. Payout cannot exceed target if our TSR is negative.

As part of the 2023 long-term incentive program, participants, including each of the NEOs, other than Mr. Reilly, received RSUs. The Committee approved the 2023 RSU grants to the NEOs in February 2023, other than the award to Mr. McClenaghan which was approved in connection with his commencement of his employment. The 2022 RSU grant agreement provides generally for time-based ratable vesting in annual installments (of 33 1/3 percent per year) over a three-year period (generally subject to continued service during the period). The Committee approves all grants of RSUs to be issued by the Company pursuant to approved equity grant guidelines. In addition, to offset the loss of incentive compensation under his prior employment arrangement, in connection with the commencement of his employment with the Company, Mr. Carano was granted restricted stock units having a value at grant equal to approximately $250,000. These restricted stock units vest in annual one-third increments over three years from the date of grant, with vesting contingent upon Mr. Carano’s continued employment.

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 38 and in the table included in “Grants of Plan-Based Awards” beginning on page 41 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.

The grant of PSUs made in February 2021 to the NEOs other than Mr. Carano and Mr. McClenaghan (who joined SPX after those grants had been made) covered the measurement period of January 1, 2021 through December 31, 2023. The performance metric for these PSUs measures r-TSR compared to a peer group within the S&P 600 Small Cap Capital Goods Index. Total stockholder return delivered in the measurement period was 66.99%, which ranked in the 68th percentile, compared to threshold of 30th percentile, target of 50th percentile, and maximum of 75th percentile. The resulting performance achievement of the February 2021 grant was a 136.0% payout of the PSUs. The final value of the payout reflects both the appreciation of the value of stock since the time of the grant and the payout at 136.0% of the performance award.

The Company maintains two executive compensation clawback policies with respect to its executive officers, including a policy adopted effective as of December 1, 2023 to address new requirements under rules recently adopted by the SEC and NYSE under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 mandating the clawback of incentive compensation upon the restatement of the Company’s financial statements. The prior-existing clawback policy that had been adopted by the Company defines the economic consequences misconduct could have on the compensation of executive officers. Under that policy, we retroactively adjust compensation in the event of a restatement of financial or other performance results to the extent required under applicable rules under the Sarbanes-Oxley Act of 2002. Our executive bonus program provides for repayment or forfeiture of awards under specified circumstances if the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Any awards earned or accrued during the 12-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that failed to materially comply with a financial reporting requirement must be paid back to the Company. To the extent that the affected award was deferred under a nonqualified deferred compensation plan maintained by the Company rather than paid to the executive officer, the deferred amount (and any earnings from it) must be forfeited. If the Board were to determine that a NEO had engaged in fraudulent or intentional misconduct, it would take action to remedy the misconduct and impose appropriate discipline. Discipline would vary based on the facts and circumstances, but could include termination of employment and/or other appropriate actions.

The recently adopted Dodd-Frank clawback policy is of broader scope and applies with respect to a restatement of the Company’s financial statements even in the absence of any fraud or misconduct by an executive officer. The policy generally requires the recovery by the Company, in the event of a required accounting restatement (including a “little-r” restatement) of the Company’s financial statements, of incentive-based compensation received after the effective date of the adoption of the policy, which is based wholly or in part upon the attainment of any financial reporting measure, received by current or former executive officers to the extent that such compensation based on the erroneously reported financial information exceeds the amount derived from the restated financial information. Clawback under the policy is required for any such excess compensation received during the three completed fiscal years immediately preceding the date the Company is required to prepare an accounting restatement. The policy provides for mandatory clawback by the Company of such excess compensation, with exceptions applicable only if (1) the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered (provided that the Company must make a reasonable attempt to recover such erroneously awarded compensation, document its reasonable attempts to recover, and provide that documentation to the NYSE) or (2) a recovery from certain tax-qualified retirement plans would likely cause such plans to fail to meet the statutory requirements for tax exemption.

Severance agreements can also be a powerful tool to discourage entrenchment of management, in that these agreements can offset the risk of financial and professional loss that management may face when recommending a sale to or merger with another company. Our severance arrangements are structured to serve the above functions, which differ, and are perceived by recipients to differ, from pay for performance. Accordingly, decisions relating to other elements of compensation have minimal effect on decisions relating to existing severance agreements. As described above, all our NEOs who are currently employed, except Mr. Lowe, have entered into the most current form of our severance benefit agreement as filed with the SEC. In lieu of a separate severance benefit agreement, we have entered into an employment agreement with Mr. Lowe that provides for certain severance benefits.


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)	Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)(5)	Total ($)
Eugene J. Lowe, III President and Chief Executive Officer	2023	1,026,849	—	3,175,978	1,051,658	2,277,000	—	127,129	7,658,614
	2022	991,047	—	2,937,238	954,477	1,454,313	—	247,000	6,584,075
	2021	953,181	—	3,245,177	1,087,376	1,143,493	—	88,258	6,517,485
Mark A. Carano(6) Vice President, Chief Financial Officer and Treasurer	2023	497,260	100,000	787,103	173,222	700,000	—	29,320	2,286,905


J. Randall Data President, Heating and Global Operations	2023	539,157	—	594,107	196,716	762,467	—	61,102	2,153,549
	2022	516,444	—	583,800	189,705	505,293	—	85,097	1,880,339
	2021	497,082	—	624,733	209,319	416,965	—	57,432	1,805,531
John W. Swann, III Segment President, Detection & Measurement	2023	572,888	—	560,505	185,578	654,071	—	67,939	2,040,981
	2022	511,855	—	514,021	167,031	425,828	—	139,158	1,757,893
	2021	487,012	—	567,894	190,292	431,124	—	59,296	1,735,618
Sean McClenaghan(7) Segment President, HVAC	2023	572,888	125,000	560,505	185,578	792,207	—	22,771	2,258,949
	2022	148,822	125,000	490,519	490,541	154,281	—	5,800	1,414,963
Michael A. Reilly(8) Former Interim Chief Financial Officer & Treasurer, Chief Accounting Officer and VP Finance	2023	122,339	150,000	—	—	121,783	—	23,553	417,675
	2022	448,356	—	—	—	312,365	—	89,787	850,508

(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.


Name	Financial Planning ($)	Executive Physical ($)	Matching Gift ($)(a)	Company Aircraft Personal Use ($)(b)	Group Term Life (>50k) ($)	Retirement Savings Plan Match ($)	Supplemental Retirement Savings Plan Match ($)(c)	Other Benefits ($)(d)	Total ($)
Eugene J. Lowe, III	1,100	2,236	10,000	190	—	16,500	96,745	358	127,129
Mark A. Carano	10,685	4,131	—	—	1,858	12,646	—	—	29,320
J. Randall Data	13,685	5,236	—	—	3,777	16,500	21,904	—	61,102
John W. Swann, III	6,043	2,701	4,540	—	4,750	16,500	33,405	—	67,939
Sean McClenaghan	2,195	—	—	—	4,076	16,500	—	—	22,771
Michael A. Reilly	—	—	—	—	996	16,500	6,057	—	23,553

(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.

(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.

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.


Name	Grant Date(1)	Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares or Stock Units (#)(4)	Stock Option Awards (#)(5)	Exercise Price of Stock Option Awards ($)	Grant Date Fair Value of Stock and Option Awards ($)(6)
		Threshold ($)(2)	Target ($)(2)	Maximum ($)(2)	Threshold (#)(3)	Target (#)(3)	Maximum (#)(3)
Eugene J. Lowe, III	3/14/2024	569,250	1,138,500	2,277,000
	3/1/2023				14,619	29,238	43,857				2,124,433
	3/1/2023							14,619			1,051,545
	3/1/2023								33,707	71.93	1,051,658
Mark A. Carano	3/14/2024	175,000	350,000	700,000
	3/1/2023				2,408	4,816	7,224				349,931
	3/1/2023							2,408			173,207
	3/1/2023								5,552	71.93	173,222
	2/1/2023							3,499			263,965
J. Randall Data	3/14/2024	190,617	381,233	762,467
	3/1/2023				2,735	5,469	8,204				397,378
	3/1/2023							2,735			196,729
	3/1/2023								6,305	71.93	196,716
John W. Swann, III	3/14/2024	201,880	403,760	807,520
	3/1/2023				2,580	5,160	7,740				374,926
	3/1/2023							2,580			185,579
	3/1/2023								5,948	71.93	185,578
Sean McClenaghan	3/14/2024	201,880	403,760	807,520
	3/1/2023				2,580	5,160	7,740				374,926
	3/1/2023							2,580			185,579
	3/1/2023								5,948	71.93	185,578
Michael A. Reilly	3/14/2024	30,446	60,892	121,783
	3/1/2023				—	—	—				—
	3/1/2023							—			—
	3/1/2023								—	—	—


Name	Award Date	Option Awards				Stock Awards
		Number of Securities Underlying Unexercised Option Unexercisable (#)(1)	Number of Securities Underlying Unexercised Option Exercisable (#)(1)	Option Exercise Price ($)(2)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3)
Eugene J. Lowe, III	01/02/2015	—	45,776	21.16	01/02/2025
	10/13/2015	—	332,673	12.36	10/13/2025
	03/02/2016	—	186,919	12.85	03/02/2026
	03/01/2017	—	82,405	27.40	03/01/2027
	02/22/2018	—	72,298	32.69	02/22/2028
	02/21/2019	—	77,463	36.51	02/21/2029
	02/20/2020	—	53,465	50.09	02/20/2030
	03/01/2021					5,983	(4a)	604,343	—		—
	03/01/2021					35,894		3,625,653	48,816	(4b)	4,930,888
	03/01/2021	15,431	30,860	58.34	03/01/2031
	03/01/2022					38,979		3,937,269	58,469	(5b)	5,905,903
	03/01/2022					12,993	(5a)	1,312,423	—		—
	03/01/2022	32,919	16,459	48.97	03/01/2032
	03/01/2023		—			29,238		2,953,330	30,992	(6b)	3,130,530
	03/01/2023		—			14,619	(6a)	1,476,665	—		—
	03/01/2023	33,707	—	71.93	03/01/2033
Mark A. Carano	02/01/2023	3,499	—			3,499	(7)	353,434	—		—
	03/01/2023	4,816	—			4,816		486,464	5,105	(6b)	515,652
	03/01/2023	2,408	—			2,408	(6a)	243,232	—		—
	03/01/2023	5,552	—	71.93	03/01/2033	5,552		161,452	—		—
J. Randall Data	02/20/2020	—	11,959	50.09	02/20/2030
	03/01/2021					1,152	(4a)	116,364	—		—
	03/01/2021					6,910		697,979	9,398	(4b)	949,252
	03/01/2021	2,971	5,940	58.34	03/01/2031
	03/01/2022					7,747		782,524	11,621	(5b)	1,173,787
	03/01/2022					2,583	(5a)	260,909	—		—
	03/01/2022	6,543	3,271	48.97	03/01/2032
	03/01/2023					5,469		552,424	5,797	(6b)	585,569
	03/01/2023					2,735	(6a)	276,262	—		—
	03/01/2023	6,305	—	71.93	03/01/2033


Name	Award Date	Option Awards				Stock Awards
		Number of Securities Underlying Unexercised Option Unexercisable (#)(1)	Number of Securities Underlying Unexercised Option Exercisable (#)(1)	Option Exercise Price ($)(2)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3)
John W. Swann, III	02/22/2018	—	12,361	32.69	02/22/2028
	02/21/2019	—	13,556	36.51	02/21/2029
	02/20/2020	—	10,552	50.09	02/20/2030
	03/01/2021					1,047	(4a)	105,757	—		—
	03/01/2021					6,281		634,444	8,542	(4b)	862,844
	03/01/2021	2,701	5,400	58.34	03/01/2031
	03/01/2022					6,821		688,989	10,232	(5b)	1,033,484
	03/01/2022					2,274	(5a)	229,697	—		—
	03/01/2022	5,761	2,880	48.97	03/01/2032
	03/01/2023					5,160		521,212	5,470	(6b)	552,484
	03/01/2023					2,580	(6a)	260,606	—		—
	03/01/2023	5,948	—	71.93	03/01/2033
Sean McClenaghan	10/01/2022					5,922	(8)	598,181	—		—
	10/01/2022	13,724	6,861	55.22	10/01/2032
	03/01/2023					5,160		521,212	5,470	(6b)	552,484
	03/01/2023					2,580	(6a)	260,606	—		—
	03/01/2023	5,948	—	71.93	03/01/2033
Michael A. Reilly	03/01/2021	—	5,628	50.09	02/20/2030
	03/01/2021					3,589		362,525	4,881	(4b)	493,034
	03/01/2021					599	(4a)	60,505	—		—
	03/01/2021	1,543	3,086	58.34	03/01/2031

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.

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).

Our NEOs who are currently employees are covered by change-in-control agreements, severance agreements, and stock plan award agreements governing compensation in the event of a termination of employment or a change in control of our Company. In addition, we have entered into an employment agreement with Mr. Lowe in lieu of a severance agreement. The following tables set forth the expected benefits to be received by each current NEO in the event of their termination resulting from various scenarios, assuming a termination date of December 31, 2023 and a stock price of $101.01, our closing stock price on December 29, 2023 the last trading day of fiscal 2023. Assumptions and explanations of the numbers set forth in the tables below are set forth in the footnotes to, and in additional text following, the tables.


Eugene J. Lowe, III	(a) Voluntary Resignation or (b) Involuntary Termination for Cause ($)	Disability ($)	Death Pre-retirement ($)	Involuntary Without Cause/ Voluntary Resignation for Good Reason ($)	Termination Following Change in Control ($)
Salary	—	—	—	2,070,000 (1)	3,105,000 (2)
Bonus	—	1,138,500 (3)	1,138,500 (3)	4,554,000 (4)	6,831,000 (5)
Value of Accelerated Equity	—	17,261,429 (6)	17,261,429 (6)	13,488,886 (7)	17,261,429 (6)
All Other Compensation	134,615	135,615 (8)	134,615 (8)	271,556 (9)	315,027 (10)
Total	134,615	18,534,544	18,534,544	20,384,422	27,512,456


Mark A. Carano	(a) Voluntary Resignation or (b) Involuntary Termination for Cause ($)	Disability ($)	Death Pre-retirement ($)	Involuntary Without Cause/ Voluntary Resignation for Good Reason ($)	Termination Following Change in Control ($)
Salary	—	—	—	500,000 (11)	1,000,000 (1)
Bonus	—	350,000 (3)	350,000 (3)	700,000 (12)	1,400,000 (4)
Value of Accelerated Equity	—	1,841,248 (6)	1,841,248 (6)	53,827 (7)	1,841,248 (6)
All Other Compensation	52,044	52,044 (8)	52,044 (8)	102,423 (13)	117,802 (14)
Total	52,044	2,243,292	2,243,292	1,356,250	4,359,050


J. Randall Data	(a) Voluntary Resignation or (b) Involuntary Termination for Cause ($)	Disability ($)	Death Pre-retirement ($)	Involuntary Without Cause/ Voluntary Resignation for Good Reason ($)	Termination Following Change in Control ($)
Salary	—	—	—	544,619 (11)	1,089,238 (1)
Bonus	—	381,233 (3)	381,233 (3)	762,467 (12)	1,524,933 (4)
Value of Accelerated Equity	—	3,337,082 (6)	3,337,082 (6)	1,394,846 (7)	3,337,082 (6)
All Other Compensation	31,458	31,458 (8)	31,458 (8)	106,401 (13)	146,345 (14)
Total	31,458	3,749,773	3,749,773	2,808,333	6,097,598


John W. Swann, III	(a) Voluntary Resignation or (b) Involuntary Termination for Cause ($)	Disability ($)	Death Pre-retirement ($)	Involuntary Without Cause/ Voluntary Resignation for Good Reason ($)	Termination Following Change in Control ($)
Salary	—	—	—	576,800 (11)	1,153,600 (1)
Bonus	—	403,760 (3)	403,760 (3)	654,071 (12)	1,308,141 (4)
Value of Accelerated Equity	—	3,028,727 (6)	3,028,727 (6)	1,264,668 (7)	3,028,727 (6)
All Other Compensation	70,996	70,996 (8)	70,996 (8)	138,440 (13)	170,884 (14)
Total	70,996	3,503,483	3,503,483	2,633,979	5,661,352


Sean McClenaghan	(a) Voluntary Resignation or (b) Involuntary Termination for Cause ($)	Disability ($)	Death Pre-retirement ($)	Involuntary Without Cause/ Voluntary Resignation for Good Reason ($)	Termination Following Change in Control ($)
Salary	—	—	—	576,800 (11)	1,153,600 (1)
Bonus	—	403,760 (3)	403,760 (3)	792,207 (12)	1,584,415 (4)
Value of Accelerated Equity	—	2,181,389 (6)	2,181,389 (6)	757,837 (7)	2,181,389 (6)
All Other Compensation	4,860	4,860 (8)	4,860 (8)	73,666 (13)	107,473 (14)
Total	4,860	2,590,009	2,590,009	2,200,510	5,026,877

To identify the median-compensated employee in 2023, we conducted a full analysis of our total employee population as of December 31, 2023, without the use of statistical sampling. We determined our median-compensated employee using “total compensation” paid during the full year 2023. “Total compensation” for this purpose consisted of gross wages which included base wages, overtime, shift differential, incentives, paid time off, and perquisites, as applicable. We did not annualize gross wages for employees who were not employed for the full year in 2023. For those employees located outside of the US, currencies were converted to US Dollars using the posted Bloomberg market rates as of December 21, 2023. In determining the pay ratio for 2024, we calculated the total compensation of the median-compensated employee using the same method used in calculating the total compensation of our CEO, as reported in the Summary Compensation Table on page 38.

In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “Compensation Actually Paid” calculated in a manner prescribed by applicable SEC Rules and certain Company performance for the fiscal years listed below. As identified in the footnotes to the table, the determination of Compensation Actually Paid includes adjustments to reflect, among other things, 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, our executive officers in the period reported in the table, as the amount of actual compensation received by any executive officers depends on whether the executive officer satisfies the conditions for vesting of any such award, the extent to which performance conditions for performance-based awards are satisfied, and the value of our common stock on the date such awards vest (or, with respect to options, on the date that vested options are exercised). You should refer to “Compensation Discussion & Analysis” for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.



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.

The Board Declassification Amendment provides for a phased transition from the current classified Board of Directors. If Board Declassification Amendment is approved by our stockholders at the Annual Meeting and is effected, then each director will complete the term for which he or she has already been elected by the stockholders and the class of directors up for election at the Annual Meeting will be the last class of directors elected for three-year terms. At the 2025 annual meeting of stockholders, the successors of the class of directors whose terms expire at that meeting would be elected to hold office for a term expiring at the 2027 annual meeting of stockholders (a two-year term, rather than a three-year term). Commencing with the 2026 annual meeting of stockholders, directors then up for election at an annual meeting would be elected for one-year terms expiring at the next succeeding annual meeting. Accordingly, commencing with the 2027 annual meeting of stockholders, directors would no longer be divided into classes, with the terms of all directors, including directors elected at the Annual Meeting and at the 2025 and the 2026 annual meetings of stockholders, expiring at the 2027 annual meeting.

Article EIGHTH of our Certificate of Incorporation currently provides that directors may be removed by the stockholders only for cause. Under Delaware law, such a provision is effective only if the Board of Directors is classified. Accordingly, the Board Declassification Amendment includes a conforming change to this provision to provide that the limitation that directors may be removed by the stockholders “only for cause” shall apply only for so long as the Board of Directors is divided into classes. Accordingly, if the Board Declassification Amendment is approved by the stockholders, this limitation would cease to apply commencing with the 2027 annual meeting of stockholders. The Board Declassification Amendment does not change the required stockholder vote necessary to remove directors, which would continue to be the affirmative vote of the holders of 80% of the combined voting power of the then outstanding shares of stock entitled to vote generally in the election of directors, voting together as a single class.

Article III, Section 1 of the Company’s By-Laws provides for the classification of the Board of Directors into three classes, with directors serving staggered three-year terms. In general, our Certificate of Incorporation and By-Laws permit the By-Laws to be amended by the Board of Directors, with exceptions for certain specified provisions of the By-Laws, which may be amended only by the affirmative vote of the holders of at least 80% of the voting power of all the shares of the Company entitled to vote generally in the election of directors, voting together as a single class. Article EIGHTH of our Certificate of Incorporation provides that Article III, Section 1 of the By-Laws may be amended only by such a vote of the stockholders. Accordingly, and to permit the Board of Directors to make conforming amendments to this provision of the By-Laws following the effectiveness of the Board Declassification Amendment, the Board Declassification Amendment includes removing Article III, Section 1 from the list of provisions of the Company’s By-Laws that may be amended only by such a vote of the stockholders. If the Board Declassification Amendment is approved by the stockholders, the Board intends, following the effectiveness of the Board Declassification Amendment, to amend Article III, Section 1 of the By-Laws to conform that provision to the phased transition to annual elections of the Board of Directors included in the Board Declassification Amendment and following the 2027 annual meeting of stockholders to further provide for the election of the Board of Directors solely on an annual basis. If the Board Declassification Amendment is approved by the Stockholders at the Annual Meeting and is effected, the Board of Directors could effect other amendments to Article III, Section 1 of the Company’s By-Laws without supermajority stockholder approval.

In early 2023, as part of its consideration of our corporate governance practices, taking into account conversations with certain of our stockholders, the Board began evaluating an amendment to our Certificate of Incorporation to effect a phased de-classification of the Board of Directors. In the proxy statement for our 2023 annual meeting of stockholders, we noted that the Board was contemplating presenting such a proposal to the stockholders for approval at the 2024 Annual Meeting. The Board determined to propose the Board Declassification Amendment following consideration of a number of factors and the input of certain stockholders in favor of such an amendment to our Certificate of Incorporation. Factors considered by the Board include:

•that a classified board structure may enhance stockholder value by forcing an entity seeking control of the Company to initiate arm’s-length discussions with the Board of Directors (since the entire Board of Directors cannot be replaced in a single election) and whether the Company would have appropriate other safeguards to protect the interests of all stockholders and discourage a would-be acquirer from proceeding with a proposal that undervalues the Company or is opportunistic, which safeguards include other provisions of our Certificate of Incorporation and By-Laws, as well as certain provisions of Delaware law.

Our Certificate of Incorporation provides that the affirmative vote of the holders of at least 80% of the voting power of all outstanding shares entitled to vote generally in the election of directors is required to approve the Board Declassification Amendment. If a stockholder abstains from voting or directs the stockholder's proxy to abstain from voting on the proposal to approve the Board Declassification Amendment, the abstention has the same effect as a vote against this proposal. Shares of voting stock of the Company resulting in broker non-votes, if any, also have the same effect as a vote against this proposal.

If our stockholders approve the Board Declassification Amendment, the changes to our Certificate of Incorporation described in this section will become legally effective upon the filing of a certificate of amendment reflecting the Board Declassification Amendment with the Secretary of State of the State of Delaware, which filing is expected to occur shortly following the Annual Meeting. If our stockholders do not approve the Board Declassification Amendment, the changes described in this section will not be made. In particular, the Board will remain classified, directors will remain removable by our stockholders only for cause, and the supermajority stockholder voting standard currently applicable to amendments to Article III, Section 1 of the Company’s By-Laws will remain effective. The approval of the Board Declassification Amendment is not conditioned upon approval by the stockholders of any of the other proposed amendments to our Certificate of Incorporation described in this proxy statement. If the Board Declassification Amendment is approved by the stockholders, the Company intends to effect this amendment even if the stockholders fail to approve the other proposed amendments to our Certificate of Incorporation described in this proxy statement.

Effective August 1, 2022, Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”) was amended to authorize corporations to adopt a provision in their certificate of incorporation to eliminate or limit monetary liability of certain corporate officers for breach of the fiduciary duty of care. Previously, the DGCL allowed exculpation of only directors for breach of the fiduciary duty of care. As amended, Section 102(b)(7) of the DGCL authorizes corporations to provide for exculpation of the following officers: (i) the corporation’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, (ii) “named executive officers” identified in the corporation’s SEC filings, and (iii) other individuals who have agreed to be identified as officers of the corporation.

Section 102(b)(7) of the DGCL permits, and the Officer Exculpation Amendment would permit, the exculpation of certain officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. In addition, as is currently the case with directors under our Certificate of Incorporation, the Officer Exculpation Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and any transaction from which the officer derived an improper personal benefit. The protections afforded to officers under Section 102(b)(7) of the DGCL are limited to monetary damages only. Accordingly, claims against officers for equitable relief would be available under Section 102(b)(7) of the DGCL.

Section (a) of Article THIRTEENTH of our Certificate of Incorporation currently provides for the exculpation of directors, but does not include a provision that allows for the exculpation of officers. At the Annual Meeting, the stockholders will be requested to approve the Officer Exculpation Amendment, which would amend Section (a) of Article THIRTEENTH of our Certificate of Incorporation by adding a provision to extend the exculpation provision to certain of our officers as permitted by the DGCL, as now in effect or as it may be subsequently amended. The Officer Exculpation Amendment further provides that any repeal or modification of Section (a) of Article THIRTEENTH by the stockholders of the Company would not adversely affect any right or protection of any such officer existing at the time of such repeal or modification.

The Board believes it is important to provide protection from certain monetary liabilities and expenses that may discourage prospective or current officers from accepting or continuing service with the Company. As with directors, officers frequently must make decisions in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight. This is especially the case in the current litigious environment where stockholder plaintiffs have employed a tactic of bringing certain claims against officers, that would otherwise be exculpated if brought against directors, to avoid dismissal of such claims. The Officer Exculpation Amendment would align the protections for our officers with those protections currently afforded to our directors.

In addition, the Board believes the Officer Exculpation Amendment would better position the Company to attract top officer candidates. In the absence of this exculpatory protection, qualified individuals might be deterred from serving as officers of the Company due to exposure to personal liability and the risk that substantial expense will be incurred in defending lawsuits, regardless of merit. Numerous Delaware corporations have amended their certificates of incorporation to include similar officer exculpation provisions since the enactment of the amendments to Section 102(b)(7) of the DGCL, and we expect our peers that are Delaware corporations may adopt similar officer exculpation provisions. Failing to adopt the Officer Exculpation Amendment could impact our recruitment and retention of exceptional officer candidates who conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of the Company.

If our stockholders approve the Officer Exculpation Amendment, the changes described in this section will become legally effective upon the filing with the Secretary of State of the State of Delaware of a certificate of amendment reflecting the Officer Exculpation Amendment, which filing is expected to occur shortly following the Annual Meeting. If our stockholders do not approve the Officer Exculpation Amendment, the changes described in this section will not be made. The approval of the Officer Exculpation Amendment is not conditioned upon approval by the stockholders of any of the other proposed amendments to our Certificate of Incorporation described in this proxy statement. If the Officer Exculpation Amendment is approved by the stockholders, the Company intends to effect this amendment even if the stockholders fail to approve the other proposed amendments to our Certificate of Incorporation described in this proxy statement.

Our Board has voted unanimously to approve, and has recommended that our stockholders approve, an amendment to our Certificate of Incorporation to add an article providing that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or another state or federal court located within the State of Delaware if the Court of Chancery of the State of Delaware lacks jurisdiction) shall be the exclusive forum for certain legal actions. We refer to this proposed amendment to our Certificate of Incorporation as the “Delaware Forum Selection Amendment.”

Our Certificate of Incorporation does not currently include a provision specifying the forum for any legal actions. The Delaware Forum Selection Amendment would provide that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for certain legal actions would be the Court of Chancery of the State of Delaware (the "Delaware Court of Chancery") or another state or federal court located within the State of Delaware if the Delaware Court of Chancery lacks jurisdiction. The following legal actions would be subject to the Delaware Forum Selection Amendment:

The Board believes that the Delaware Forum Selection Amendment is in the best interests of the Company and our stockholders for a variety of reasons. The legal actions involving our Company’s internal corporate affairs that are subject to the Delaware Forum Selection Amendment can continue to be asserted, but would need to be brought in a forum widely regarded as the preeminent U.S. court for corporate law and related business disputes. Having a designated forum is intended to help provide a streamlined, efficient and organized process for resolution of these disputes and to limit forum-shopping by plaintiffs and potentially discourage illegitimate claims. In addition, the Delaware Forum Selection Amendment helps to avoid the procedural and substantive problems and expense associated with navigating multiple lawsuits, including derivative suits brought on behalf of the Company, across multiple jurisdictions on matters relating to the corporate law of Delaware, which would be expected to govern many such disputes.

As noted above, the Delaware Court of Chancery is widely regarded as the preeminent court for adjudicating disputes involving a Delaware corporation’s internal affairs in terms of precedent, experience and focus. That court has experienced jurists who have a deep understanding of Delaware corporate law and the duties of directors, officers, and employees, as well as procedures that can provide relatively quick decisions without protracted litigation. This provides the Company and our stockholders with more predictability regarding the outcome of these disputes and can limit the time, cost, and uncertainty of litigation for all parties. The selection of the Delaware Court of Chancery as the exclusive forum for certain disputes reduces the risks that the Company could be forced to waste resources defending against duplicative suits and that the outcome of cases in multiple jurisdictions could be inconsistent, even though each forum purports to follow Delaware law.

The Board understands that the Delaware Forum Selection Amendment may limit the ability of a plaintiff to bring the specified claims (including a claim against directors, officers or employees) in a judicial forum other than Delaware, though such plaintiff could request the Company’s consent to an alternative forum. However, the Delaware Forum Selection Amendment is narrowly tailored to only regulate the forum where plaintiffs may file claims relating to the specified actions—it does not restrict the ability of plaintiffs to bring such claims, nor the remedies available if such claims are ultimately successful under Delaware law. Also, the Delaware Forum Selection Amendment permits the Company to consent to the selection of an alternative forum, if the Company desires. Nonetheless, the Delaware Forum Selection Amendment could discourage claims by stockholders or limit stockholders’ ability to bring these claims in a judicial forum of their choice.

The Delaware Forum Selection Amendment was not adopted by the Board in reaction to any specific litigation confronting the Company. As of the date the Board adopted the Delaware Forum Selection Amendment, and as of the date of this proxy statement, there are no pending lawsuits relating to any claim against the Company, or any current or former officer, director, employee, agent, or stockholder of the Company of a type that would be covered by the Delaware Forum Selection Amendment. Rather, it was adopted on a prospective basis to help mitigate potential future harm to the Company and our stockholders. In particular, the Board believes that it is more prudent and beneficial to the Company and our stockholders to take preventive measures before the Company and the interests of most of our stockholders are harmed by the costly, common practice of filing claims in multiple jurisdictions or in jurisdictions other than Delaware. As noted, the Delaware Forum Selection Amendment increases the likelihood of speedy and efficient application of Delaware corporate law by the Delaware Court of Chancery, and decreases the likelihood of unpredictable misapplication of Delaware corporate law by jurisdictions outside Delaware.

If our stockholders approve the Delaware Forum Selection Amendment, the changes described in this section will become legally effective upon the filing with the Secretary of State of the State of Delaware of a certificate of amendment reflecting the Delaware Forum Selection Amendment, which filing is expected to occur shortly following the Annual Meeting. If our stockholders do not approve the Delaware Forum Selection Amendment, the changes described in this section will not be made. The approval of the Delaware Forum Selection Amendment is not conditioned upon approval by the stockholders of any of the other proposed amendments to our Certificate of Incorporation described in this proxy statement. If the Delaware Forum Selection Amendment is approved by the stockholders, the Company intends to effect this amendment even if the stockholders fail to approve the other proposed amendments to our Certificate of Incorporation described in this proxy statement.

Our Certificate of Incorporation does not currently include a provision specifying the forum for the resolution of any claim arising under the Securities Act. In general, the Securities Act establishes certain legal requirements for the offer and sale of securities by the Company and provides private rights of action against the Company, in favor of purchasers of such securities, for violations of certain provisions of the Securities Act. If adopted, the Federal Forum Selection Amendment would provide that, unless the Company consents in writing to the selection of an alternative forum, the federal courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The Federal Forum Selection Amendment would not limit plaintiffs to filing such a complaint in a federal court located in any particular state.

The Federal Forum Selection Amendment was not adopted by the Board in reaction to any specific litigation confronting the Company. As of the date the Board adopted the Federal Forum Selection Amendment, and as of the date of this proxy statement, there are no pending lawsuits against the Company asserting a cause of action arising under the Securities Act. Rather, it was adopted on a prospective basis to help mitigate potential future harm to the Company and our stockholders. In particular, the Board believes that it is more prudent and beneficial to the Company and our stockholders to take preventive measures before the Company and the interests of most of our stockholders are harmed by the costly, common practice of filing claims in multiple jurisdictions or in state courts.

If our stockholders approve the Federal Forum Selection Amendment, the changes described in this section will become legally effective upon the filing with the Secretary of State of the State of Delaware of a certificate of amendment reflecting the Federal Forum Selection Amendment, which filing is expected to occur shortly following the Annual Meeting. If our stockholders do not approve the Federal Forum Selection Amendment, the changes described in this section will not be made. The approval of the Federal Forum Selection Amendment is not conditioned upon approval by the stockholders of any of the other proposed amendments to our Certificate of Incorporation described in this proxy statement. If the Federal Forum Selection Amendment is approved by the stockholders, the Company intends to effect this amendment even if the stockholders fail to approve the other proposed amendments to our Certificate of Incorporation described in this proxy statement.

Management is responsible for SPX’s financial reporting process, including its systems of internal and disclosure controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States (“US GAAP”). SPX’s independent registered public accounting firm, which is appointed by the Audit Committee, is responsible for auditing those financial statements. The Audit Committee’s responsibility is to monitor and review these processes. The Audit Committee has relied, without independent verification, on management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with US GAAP and on the representations of the independent registered public accounting firm included in the firm’s report on SPX’s financial statements.

In this context, the Audit Committee has met and held discussions with management and Deloitte & Touche LLP (“Deloitte”), SPX’s independent registered public accounting firm since 2002. Management represented to the Audit Committee that SPX’s consolidated financial statements were prepared in accordance with US GAAP, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by the Standards of the Public Company Accounting Oversight Board (“PCAOB”) for communication with audit committees, under which Deloitte must provide us with additional information regarding the scope and results of its audit of SPX’s consolidated financial statements.

Our Audit Committee has adopted a policy that requires all audit and non-audit services performed by Deloitte to be pre-approved. The Audit Committee annually approves the fees and expenses for audit services performed by Deloitte, as well as for any regularly recurring non-audit services of the type covered by our annual engagement of Deloitte. In addition, our pre-approval policy requires pre-approval by the Chair of the Audit Committee of fees and expenses for other non-audit services that may arise during the year. The policy requires the Chair to report any non-audit services that the Chair has pre-approved to the Audit Committee at each regularly scheduled meeting of the Audit Committee. In no event may Deloitte perform any of the following services for us: (1) bookkeeping or other services related to our accounting records or financial statements; (2) financial information systems design and implementation; (3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports; (4) actuarial services; (5) internal audit outsourcing services; (6) management functions or human resources services; (7) broker-dealer, investment advisor, or investment banking services; (8) legal services; or (9) expert services. The Audit Committee regularly considers whether specific projects or expenditures could potentially affect Deloitte’s independence.

Deloitte has been our independent registered public accounting firm since 2002. The Audit Committee has engaged Deloitte to perform reviews, in accordance with the Standards of the Public Company Accounting Oversight Board, of our financial statements to be filed on Form 10-Q in 2024. Consistent with past practice, on December 8, 2023, the Audit Committee approved the engagement of Deloitte to perform the audit of the financial statements and internal controls over financial reporting included in SPX’s Annual Report on Form 10-K for the fiscal year ending December 31, 2024. Representatives of Deloitte will be present at the Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.

Yes. If you were a stockholder on the record date, then you can vote your shares of common stock during the Annual Meeting. If your shares are held through a broker, bank, trustee, or other holder of record, then you may vote your shares only if you have a legal proxy from the entity that holds your shares giving you the right to vote the shares. A legal proxy is a written document from your brokerage firm, bank, trustee, or other holder of record authorizing you to vote the shares it holds for you in its name. Please refer to “How do I register to attend the Annual Meeting virtually on the internet?” section above for further instructions.

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


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 Board Declassification Amendment	80% of shares outstanding	No
Approval of the Officer Exculpation Amendment	Majority of shares outstanding	No
Approval of the Delaware Forum Selection Amendment	Majority of shares outstanding	No
Approval of the Federal Forum Selection Amendment	Majority of shares outstanding	No
Ratification of Appointment of Independent Registered Public Accounting Firm	Majority of shares present or represented by proxy and entitled to vote	Yes
Other Proposals	Majority of shares present or represented by proxy and entitled to vote	No

Our Certificate of Incorporation requires that the affirmative vote of the holders of at least 80% of the voting power of all outstanding shares entitled to vote generally in the election of directors is required to approve the Board Declassification Amendment. Under the DGCL, the affirmative vote of the holders of at least a majority the voting power of all outstanding shares entitled to vote on amendments to our Certificate of Incorporation is required to approve the other proposed amendments to our Certificate of Incorporation. As of the record date for the Annual Meeting, the only class of our shares outstanding that are entitled to vote in the election of directors or with respect to the proposed amendments to our Certification of Incorporation is SPX common stock. None of the proposed amendments to our Certificate of Incorporation are conditioned upon stockholder approval of any of the other proposed amendments.

An abstention is not considered as a share voted and will not impact the election of directors or the non-binding advisory vote to approve our named executive officers’ compensation. Because approval of the Board Declassification Amendment, Officer Exculpation Amendment, Delaware Forum Selection Amendment and the Federal Forum Selection Amendment requires the affirmative vote of the holders of a specified percentage of the outstanding shares, an abstention with respect to any of the proposed amendments to our Certificate of Incorporation will have the effect of a vote against that proposed amendment. In addition, since an abstention is considered a share present or represented by proxy and entitled to vote, as one less vote for approval it will have the effect of a vote against the ratification of our independent public accountants and any other proposals that may be brought before the Annual Meeting.

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. Because approval of the Board Declassification Amendment, Officer Exculpation Amendment, Delaware Forum Selection Amendment and the Federal Forum Selection Amendment requires the affirmative vote of the holders of a specified percentage of the outstanding shares, a broker non-vote with respect to any of the proposed amendments to our Certificate of Incorporation will have the effect of a vote against that proposed amendment. A broker non-vote is not considered as a share voted or entitled to vote and will not impact the vote on the election of directors, the non-binding advisory vote to approve our named executive officers’ compensation and any other proposals that may be brought before the Annual Meeting..


The NYSE does not consider the election of directors, matters relating to compensation, or any of the proposed amendments to our Certificate of Incorporation to be routine. Unless the broker has received instructions from you, any broker holding shares for you will not have the ability to cast votes with respect to the election of directors, the approval of our named executive officers’ compensation, or approval of any of the proposed amendments to our Certificate of Incorporation. It is important, therefore, that you provide instructions to your broker if your shares are held by a broker so that your vote with respect to these matters is counted.

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 also retained D.F King & Co., Inc. (“D.F. King”) as proxy solicitor for this Annual Meeting to assist us in soliciting your proxy. We will pay D.F. King an estimated fee of $12,500 plus reasonable out-of-pocket expenses for its proxy solicitation activities.

EIGHTH. Except as otherwise fixed by resolution of the Board of Directors pursuant to the provisions of Article FOURTH hereof relating to the rights of the holders of Preferred Stock to elect directors as a class, the number of the directors of the Corporation shall be fixed from time to time by or pursuant to the By-Laws of the Corporation. The directors, other than those who may be elected by the holders of Preferred Stock, shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible. The first class shall be initially elected for a term expiring at the next ensuing annual meeting, the second class shall be initially elected for a term expiring one year thereafter, and the third class shall be elected for a term expiring two years thereafter, with each class to hold office until its successor is elected and qualified. At each annual meeting of the stockholders of the Corporation held after the initial classification and election of directors, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Notwithstanding the foregoing provisions of this paragraph, (i) at the 2025 annual meeting of stockholders, the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the 2027 annual meeting of stockholders, (ii) commencing with the 2026 annual meeting of stockholders, directors shall be elected for one-year terms expiring at the next succeeding annual meeting of stockholders, and (iii) commencing with the 2027 annual meeting of stockholders, directors shall no longer be divided into classes.

Except as otherwise fixed by resolution of the Board of Directors pursuant to the provisions of Article FOURTH hereof relating to the rights of the holders of Preferred Stock to elect directors as a class, newly created directorships resulting from any increase in the number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors. Any director elected in accordance with the preceding sentence shall, for so long as the Board of Directors is divided into classes, hold office for the remainder of the full term of the class of directors in which the new directorship was created (subject to the requirements of this Article EIGHTH that requirement that, for so long as directors are divided into classes, all classes be as nearly equal in number as possible) or in which the vacancy occurred, or, commencing with the 2027 annual meeting of stockholders, for a term expiring at the next annual meeting of stockholders and, in either case, until such director’s successor shall have been elected and qualified. No decrease in the number of directors constituting the Board of Directors shall shorten the term of an incumbent director.

1.To adopt, amend and repeal the By-Laws of the Corporation. Any by-laws adopted by the directors under the powers conferred hereby may be amended or repealed by the directors or by the stockholders. Notwithstanding the foregoing or any other provision in this Certificate of Incorporation or the By-Laws of the Corporation to the contrary, Article II, Sections 3 and 7 and Article III, Sections 1, 2 and 3 of the By-Laws shall not be amended or repealed and no provision inconsistent therewith shall be adopted without the affirmative vote of the holders of at least 80% of the voting power of all the shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

THIRTEENTH. (a) A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware (the “DGCL”), or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL, General Corporation Law of the State of Delaware, or any other applicable law, is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, General Corporation Law of the State of Delaware, or any other applicable law, as so amended. An officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as an officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL, as the same exists or may hereafter be amended. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. For purposes of this Section (a), “officer” shall have the meaning provided in Section 102(b)(7) of the DGCL, as the same exists or may hereafter be amended. Any repeal, or modification of this Section (a) by the stockholders of the Corporation shall not adversely affect any right or protection of a director or officer of the Corporation existing at the time of such repeal or modification.

SIXTEENTH. Unless the Corporation consents in writing to the selection of an alternative forum, (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or agent, or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents, including a claim alleging the aiding and abetting of such a breach of fiduciary duty, (iii) any action or proceeding asserting a claim against the Corporation or any current or former director, officer or other employee or agent of the Corporation arising pursuant to, or seeking to enforce any right, obligation or other remedy under, any provision of the DGCL* or this Certificate of Incorporation or the By-laws of the Corporation, as any of the foregoing may be amended or restated from time to time; (iv) any action or proceeding seeking to interpret, apply, enforce or determine the validity of any provision of this Certificate of Incorporation or the By-Laws of the Corporation, as either may be amended from time to time; or (v) any action or proceeding asserting a claim governed by the internal affairs doctrine of the State of Delaware; or (vi) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL; or (vii) any action or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, shall be solely and exclusively brought in the Court of Chancery of the State of Delaware (or, if the Delaware Court of Chancery in the State of Delaware determines that it lacks jurisdiction over any such action or proceeding, another state or federal court located within the State of Delaware). Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article SIXTEENTH.

The accompanying Proxy Statement includes presentations of adjusted revenue, adjusted net income, adjusted earnings per share, adjusted operating income, consolidated segment income, consolidated segment income margin, free cash flow, adjusted free cash flow, EBITDA, and adjusted EBITDA, which measures are not amounts presented in accordance with accounting principles generally accepted in the United States (“GAAP”). These non-GAAP financial measures exclude certain non-cash items and acquisition and strategic/transformation related costs, among other items. The operating results of T. A. Morrison & Co. Inc. (“TAMCO”) and ASPEQ Heating Group (“ASPEQ”), foreign currency impacts, annual incentive expense, and certain other non-recurring items have been excluded from the annual incentive targets and the results for annual incentive purposes in 2023. This appendix to the Proxy Statement includes reconciliations of the amounts of these non-GAAP financial measures with the most comparable measures determined in accordance with GAAP and other important information regarding non-GAAP financial measures.

These non-GAAP financial measures do not provide investors with an accurate measure of, and should not be used as a substitute for, the comparable GAAP financial measures. Certain of these non-GAAP financial measures are applied as the measures of performance evaluated under the Company’s annual short-term incentive plan. The Company believes the presented 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 its 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. The Company acknowledges that there are many items that impact a company’s reported results and the adjustments reflected in these non-GAAP measures are not intended to present all items that may have impacted these results. In addition, these non-GAAP measures are not necessarily comparable to similarly titled measures used by other companies.

The Proxy Statement includes guidance with respect to adjusted earnings per share, which is derived from adjusted net income. These non-GAAP financial measures excludes items, which would be included in our GAAP financial measures, that we do not consider indicative of our on-going performance; and are calculated in a manner consistent with the presentation of the similarly titled historical non-GAAP measures presented in this appendix. 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 and therefore is not included in this appendix. Such full-year guidance for 2024 excludes impacts from future acquisitions, dispositions and related transaction costs, incremental impacts of tariffs and trade tensions on market demand and costs subsequent to the end of 2023, the impact of foreign exchange rate changes subsequent to the end of 2023, changes in the number of shares outstanding subsequent to the end of 2023 and any environmental and litigation charges.


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%

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 business that could not be allocated to discontinued operations for 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-downs associated with acquisition integration activities, (i) the loss and removal of a charge related to the asbestos portfolio sale, effected in 2022 (the “Asbestos Portfolio Sale”), (j) a charge related to revisions of recorded liabilities for asbestos-related claims, (k) a charge related to the resolution of a dispute with a former representative at one of our Detection & Measurement reportable segment businesses, (l) gains/losses related to revisions of the recorded liability associated with contingent consideration on a recent acquisition, (m) gains/losses on an equity security associated with fair value adjustments, (n) non-service pension and postretirement gains/ losses, (o) a non-cash charge and certain expenses incurred in connection with an amendment to our senior credit agreement, (p) the tax impact of items (a) through (o) above and the removal of certain discrete income tax items 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.


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%


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		%


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%

(3)During the twelve months ended December 31, 2023, adjustment represents the removal of (i) an inventory step-up charge of $3.6 related to the ASPEQ acquisition within the HVAC reportable segment and (ii) integration costs of $1.7 and $0.5 within the HVAC and Detection & Measurement reportable segments, respectively. During the twelve months ended December 31, 2022, adjustment represents the removal of (i) an inventory step-up charge related to the ITL acquisition of $1.1 within the Detection & Measurement reportable segment and (ii) integration costs of $0.4 and $0.4 within the HVAC and Detection & Measurement reportable segments, respectively.

(6)For the twelve months ended December 31, 2023, adjustment represents the removal of a charge related to the resolution of a dispute with a former representative at one of our Detection & Measurement reportable segment businesses of $9.0. For the twelve months ended December 31, 2022, adjustment represents the removal of (i) the loss related to the Asbestos Portfolio Sale ($73.9), (ii) a charge of ($2.3) related to revisions of recorded liabilities for asbestos-related claims, and (iii) a gain of ($1.3) related to a revision of the liability associated with contingent consideration on a recent acquisition.


Annual Retainer of Cash			$ 90,000
Annual Equity Grant of Restricted Stock Units			$130,000
Additional Fees:
Chairman of the Board			$125,000
Audit Committee Chair			$ 20,000
Compensation Committee Chair			$ 15,000
Governance and Sustainability Committee Chair			$ 15,000


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


Position			Target Value
Non-Employee Directors			5x annual retainer
Chief Executive Officer			5x annual salary
Chief Operating Officer*			4x annual salary
Other Executive Officers			3x annual salary
Other Designated Executives			1x annual salary


Name and Address	Shares of Common Stock Beneficially Owned	Percent of Class(1)
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	6,958,005(2)	15.23%
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355	5,000,918(3)	10.95%
T. Rowe Price Investment Management, Inc. 101 E. Pratt Street Baltimore, MD 21201	2,459,142(4)	5.38%


SPX Peer Companies
Barnes Group Inc.			Franklin Electric Co., Inc.
Chart Industries, Inc.			Graco, Inc.
Crane Co.			IDEX Corp.
Curtiss-Wright Corp.			John Bean Technologies Corp.
Enpro Inc.			Nordson Corp.
Enviri Corporation			TriMas Corp.
ESAB Corporation			Watts Water Technologies, Inc.
Federal Signal Corporation			Zurn Elkay Water Solutions Corporation



2024 Notice of Annual Meeting of Stockholders and Proxy Statement


			By Order of the Board of Directors, John W. Nurkin Vice President, General Counsel and Secretary


PROPOSAL 4: APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF CERTAIN OFFICERS AS PERMITTED BY RECENT AMENDMENTS TO DELAWARE LAW			58
PROPOSAL 5: APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ADD A DELAWARE FORUM SELECTION PROVISION FOR CERTAIN LEGAL ACTIONS			60
PROPOSAL 6: APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ADD A FEDERAL FORUM SELECTION PROVISION FOR CLAIMS UNDER THE SECURITIES ACT			63
AUDIT MATTERS			65
Audit Committee Report			65
Other Audit Information			66
Audit and Non-Audit Fee Table			66
Pre-Approval By Audit Committee			66
PROPOSAL 7: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			67
QUESTIONS AND ANSWERS			68
Proxy Materials			68
Annual Meeting			68
Voting and Quorum			70
Communications and Stockholder Proposals			73
APPENDIX A – AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF THE BOARD OF DIRECTORS			74
APPENDIX B – AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR EXCULPATION OF CERTAIN OFFICERS AS PERMITTED BY RECENT AMENDMENTS TO DELAWARE LAW			76
APPENDIX C – AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ADD A DELAWARE FORUM SELECTION PROVISION FOR CERTAIN LEGAL ACTIONS			77
APPENDIX D – AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO ADD A FEDERAL FORUM SELECTION PROVISION FOR CLAIMS UNDER THE SECURITIES ACT			78
APPENDIX E – RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES			79


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).


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


						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.


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 and Treasurer, Chief Accounting Officer and VP, Finance


Named Executive Officer	Annual Base Salary (From 3/28/2022)	Annual Base Salary (From 3/27/2023)		% Adjustment
Eugene J. Lowe, III	$1,000,000	$1,035,000		3.5%
Mark A. Carano	—	$500,000	(1)	—
J. Randall Data	$521,167	$544,619		4.5%
John W. Swann, III	$560,000	$576,800		3.0%
Sean McClenaghan	$560,000	$576,800		3.0%
Michael A. Reilly	$451,049	$451,049		—


Performance Metric and Weighting	Level of Performance ($ Millions)				Payout %
	Threshold ($)	Target ($)	Maximum ($)	Actual ($)
Adjusted Operating Income* (50%)	$ 197.0	$ 217.0	$ 237.0	$ 271.2	200.0%
Adjusted Free Cash Flow* (25%)	$ 205.0	$ 230.0	$ 260.0	$ 295.3	200.0%
Adjusted Revenue* (25%)	$1,490.0	$1,550.0	$1,625.0	$1,639.7	200.0%
Total Corporate Results					200.0%


Named Executive Officer	Annual Base Salary as of 12/31/2023	Target Payout (as a % of Base Salary)	Bonus Achieved (% of Target Payout)	Total Bonus
Eugene J. Lowe, III	$1,035,000	110%	200.0%	$2,277,000
Mark A. Carano	$500,000	70%	200.0%	$700,000
J. Randall Data	$544,619	70%	200.0%	$762,467
John W. Swann, III	$576,800	70%	162.0%	$654,071
Sean McClenaghan	$576,800	70%	196.2%	$792,207
Michael A. Reilly(1)	$451,049	50%	200.0%	$121,783


Named Executive Officer	Target LTI Value		Units
			Options	PSUs	RSUs
Eugene J. Lowe, III	$	4,250,000	33,707	29,238	14,619
Mark A. Carano(1)	$	950,000	5,552	4,816	5,907
J. Randall Data	$	795,000	6,305	5,469	2,735
John W. Swann, III	$	750,000	5,948	5,160	2,580
Sean McClenaghan	$	750,000	5,948	5,160	2,580
Michael A. Reilly(2)	$ —		—	—	—


None of our NEOs participate in an SPX defined benefit pension plan.


Name	Deferred into 401(k) Plan ($)	Deferred into SRSP ($)
Eugene J. Lowe, III	15,385	41,663
Mark A. Carano	12,646	—
J. Randall Data	10,022	26,285
John W. Swann, III	16,154	27,875
Sean McClenaghan	10,543	—
Michael A. Reilly	22,552	3,123


Name	Executive Contributions in Last FY ($)(1)	Registrant Contributions in Last FY ($)(2)	Aggregate Earnings in Last FY ($)(3)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at Last FYE ($)
Eugene J. Lowe, III	107,494	96,745	420,349	—	2,095,784
Mark A. Carano	—	—	—	—	—
J. Randall Data	26,285	21,904	101,205	—	515,425
John W. Swann, III	40,086	33,405	157,349	—	1,162,438
Sean McClenaghan	—	—	—	—	—
Michael A. Reilly	7,269	6,057	—	(1,460,222)	—


Name	2023 Salary ($)	2022 Non-Equity Incentive Plan Compensation ($)
Eugene J. Lowe, III	41,663	65,831
Mark A. Carano	—	—
J. Randall Data	26,285	—
John W. Swann, III	27,875	12,211
Sean McClenaghan	—	—
Michael A. Reilly	3,123	4,146


Year (a)	Summary Compensation Table Total for PEO (b)	Compensation Actually Paid to PEO(1)(2) (c)	Average Summary Compensation Table Total for Non-PEO NEOs(3) (d)	Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) (e)	Value of Initial Fixed $100 Investment Based On:		Net Income (in millions) (h)	Adj. Operating Income (in millions)(5) (h)
					SPX Technologies, Inc. (f)	S&P 1500 Industrials (Sector)(4) (g)
2023	$7,658,614	$17,411,369	$1,831,612	$2,960,366	$199	$154	$90	$271
2022	$6,584,075	$9,382,695	$1,455,245	$1,358,069	$129	$128	$—	$194
2021	$6,517,485	$6,074,728	$1,808,368	$1,622,435	$117	$136	$425	$143
2020	$6,117,525	$6,888,767	$1,530,729	$1,680,617	$107	$112	$99	$183


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


	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	—	—


Proposal 1:			FOR the election of each of Dr. Shaw, Mr. Toth and Ms. Willis.
Proposal 2:			FOR the approval of our named executive officers’ compensation.
Proposal 3:			FOR the approval of the Board Declassification Amendment.
Proposal 4:			FOR the approval of the Officer Exculpation Amendment.
Proposal 5:			FOR the approval of the Delaware Forum Selection Amendment.
Proposal 6:			FOR the approval of the Federal Forum Selection Amendment.
Proposal 7:			FOR the ratification of our Audit Committee’s appointment of our independent registered public accounting firm for 2024.


6325 Ardrey Kell Rd, Suite 400 ● Charlotte, NC 28277 ● USA 980-474-3700 ● www.spx.com

Cover	12 Months Ended
Cover	Dec. 31, 2023
Document Information [Line Items]
Document Type	PRE 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	SPX Technologies, Inc.
Entity Central Index Key	0000088205