UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.        )

Filed by the Registrant     ☒

Filed by a Party other than the Registrant     ☐

Check the appropriate box:

 

☐	Preliminary Proxy Statement

 

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

 

☒	Definitive Proxy Statement

 

☐	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

SPX Corporation

 

 

(Name of Registrant as Specified In Its Charter)

 

 

 

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

Payment of Filing Fee (Check the appropriate box):

 

☒	No fee required.

 

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

 

(1)

Title of each class of securities to which transaction applies:

      

 

 

(2)

Aggregate number of securities to which transaction applies:

      

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

      

 

 

(4)

Proposed maximum aggregate value of transaction:

      

 

 

(5)

Total fee paid:

      

 

 

☐	Fee paid previously with preliminary materials.

 

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

 

(1)

Amount Previously Paid:

      

 

 

(2)

Form, Schedule or Registration Statement No.:

      

 

 

(3)

Filing Party:

      

 

 

(4)

Date Filed:

      

 

 

13320-A Ballantyne Corporate Place Charlotte, NC 28277 Telephone: (980) 474-3700 Facsimile: (980) 474-3729   March 28, 2019

Fellow Stockholders:

On behalf of the Board of Directors, we invite you to attend the SPX Corporation 2019 Annual Meeting of Stockholders on May 9, 2019, at 8:00 a.m. (Eastern Time), at the SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.

Continued Transformation in 2018

In 2018, we achieved or exceeded the overall targets we introduced to investors at the beginning of the year, including an increase in full-year adjusted earnings per share* by more than 25% and cash generation from our core operations exceeding 120% of our adjusted net income.* We continued to make commercial and operational improvements across the organization, including process improvements and enhancing our product development models.

Our primary growth engines in 2018 were our HVAC and Detection and Measurement segments. HVAC experienced strong seasonal growth and improved competitive positioning while revenue growth in Detection and Measurement reflected portfolio reshaping from acquisitions. Our Engineered Solutions segment faced challenges, including a hurricane-related productivity setback and higher commodity costs. Our project work in South Africa remains on track for substantial completion by the end of this year; and, we are beginning to move through end-of-project dispute resolution processes.

Focused on Growth and Value Creation Strategy

During 2018, our three segments continued to generate double-digit returns on invested capital and we remain well positioned to deliver sustainable double-digit earnings growth. We took steps to exit our remaining power related business, leaving us with three healthy platforms with attractive end markets. Our customers are primarily concentrated in niche markets where our strong technologies and brands have earned us leadership positions. Replacement decisions drive most of our product sales, and our overall product demand is based on a relatively diverse set of cyclical drivers.

Our balance sheet remains strong. Following three proprietary acquisitions that strengthened our leadership positions in location & inspection and specialty lighting, we anticipate our net leverage ratio declining to the lower end of our target range of 1.5x to 2.5x by the end of 2019, leaving us ample liquidity for value creation initiatives.

Our acquisition focus remains on our HVAC and Detection & Measurement platforms, where we have identified a solid pipeline of prospects and see the highest growth and synergy opportunities. During 2018, we bolstered our integration capabilities and further developed our SPX business system around continuous improvement and talent development as we continue executing our value creation strategy.

Our team worked relentlessly during 2018 to create a stronger and more profitable SPX, and we will continue to push to help ensure that our significant accomplishments and value creation are fully reflected in our share price. Overall, 2018 was another milestone year as we strengthened our foundation for 2019 and beyond.

Meeting Attendance and Voting

All SPX stockholders of record at the close of business on March 14, 2019, are welcome to attend the Annual Meeting. Whether or not you plan to attend, it is important that your shares be represented at the Annual Meeting. To ensure that your shares will be represented, we ask you to vote by telephone, mail, or over the internet as soon as possible.

For stockholders planning to attend this year’s meeting, we and the other members of the Board of Directors look forward to greeting you personally. On behalf of the Board of Directors and our leadership team, we would like to express our appreciation for your continued interest in the business of SPX.

Sincerely,

 

Patrick O’Leary Chairman of the Board of Directors		Gene Lowe President and Chief Executive Officer

* Non-GAAP financial measure. Reconciliations of amounts presented as non-GAAP financial measures with the amounts of the most comparable measures calculated and presented in accordance with GAAP, and other important information regarding non-GAAP financial measures, are presented in the appendix of this Proxy Statement.

SPX CORPORATION

13320-A Ballantyne Corporate Place

Charlotte, North Carolina 28277

 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Thursday, May 9, 2019

8:00 a.m. (Eastern Time)

SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277

Agenda

The principal business of the Annual Meeting will be to:

 

1.	Elect the three nominees named in our Proxy Statement to serve as directors until  our 2022 Annual Meeting;

 

2.	Approve our named executive officers’ compensation, on a non-binding advisory basis;

 

3.	Approve the SPX Corporation 2019 Stock Compensation Plan;

 

4.	Ratify our Audit Committee’s appointment of our independent registered public accounting firm for 2019; and

 

5.	Transact any other business properly brought before the meeting or any adjournment thereof.

Record Date

March 14, 2019

You may vote at the Annual Meeting in person or by proxy if you were a stockholder of record at the close of business on March 14, 2019. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.

Proxy Materials

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

By Order of the Board of Directors,

John W. Nurkin

Vice President, General Counsel and Secretary

Approximate Date of Mailing of Proxy Materials or

Notice of Internet Availability:

March 28, 2019

SPX CORPORATION

 

Proxy Statement

Annual Meeting of Stockholders

The Annual Meeting of our stockholders will be held at 8:00 a.m. (Eastern Time), on Thursday, May 9, 2019, at the SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.

We are furnishing this Proxy Statement to our stockholders of record as of March 14, 2019 in connection with the solicitation of proxies by our Board of Directors for the 2019 Annual Meeting of Stockholders on that date and any adjournment or postponement of the meeting.

Our 2018 Annual Report to Stockholders, without exhibits, accompanies this Proxy Statement. You may obtain a copy of the exhibits described in the Form 10-K for a fee upon request. Please contact Paul Clegg, Vice President, Investor Relations and Communications, SPX Corporation, 13320-A Ballantyne Corporate Place, Charlotte, North Carolina 28277.

 

Certain statements in this Proxy Statement are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. The words “believe,” “expect,” “anticipate,” “project” and similar expressions identify forward-looking statements. Please read these forward-looking statements in conjunction with the company’s annual report on Form 10-K included in the accompanying 2018 Annual Report. These materials identify important risk factors and other uncertainties that could cause actual results to differ from those contained in the forward-looking statements. Actual results may differ materially from these statements. Although the company believes that the expectations reflected in its forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. In addition, estimates of future operating results are based on the company’s current complement of businesses, which is subject to change.

TABLE OF CONTENTS

 

MEETING AND VOTING HIGHLIGHTS			i
CORPORATE GOVERNANCE			1
DIRECTOR COMPENSATION			8
Director Compensation Table			9
PROPOSAL 1: ELECTION OF DIRECTORS			10
Nominees for Election			10
Directors Continuing to Serve			12
Director and Nominee Skills and Experience			14
OWNERSHIP OF COMMON STOCK			15
Stock Ownership Guidelines			15
Ownership of Common Stock			16
Directors and Executive Officers			16
Principal Stockholders			17
Section 16(a) Beneficial Ownership Reporting Compliance			17
EXECUTIVE COMPENSATION			18
Compensation Discussion and Analysis			18
Risk Analysis			29
Compensation Committee Report			30
Compensation Tables			31
Summary Compensation Table			31
Grants of Plan-Based Awards			33
Outstanding Equity Awards at Fiscal Year-End			34
Option Exercises and Stock Vested			35
Pension Benefits			35
Nonqualified Deferred Compensation			36
Potential Payments Upon Termination or Change-in-Control			37
Equity Compensation Plan Information			40
PROPOSAL 2: APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON A NON-BINDING ADVISORY BASIS (“SAY-ON-PAY”)			41
SPX CORPORATION 2019 STOCK COMPENSATION PLAN SUMMARY			42
PROPOSAL 3: APPROVAL OF SPX CORPORATION 2019 STOCK COMPENSATION PLAN			49
AUDIT MATTERS			50
Audit Committee Report			50
Other Audit Information			51
Audit and Non-Audit Fee Table			51
Pre-Approval by Audit Committee			51
PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			52
QUESTIONS AND ANSWERS			53
Proxy Materials			53
Annual Meeting			53
Voting and Quorum			54
Communications and Stockholder Proposals			56
APPENDIX A – SPX CORPORATION 2019 STOCK COMPENSATION PLAN			A-1
APPENDIX B – RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES			B-1

 

		2019 PROXY STATEMENT

 

i		2019 PROXY STATEMENT

 

		2019 PROXY STATEMENT		ii

CORPORATE GOVERNANCE

CODE OF ETHICS AND BUSINESS CONDUCT

We have adopted a Code of Ethics and Business Conduct that applies to all our directors, officers, and employees, including our chief executive officer and senior financial and accounting officers. Our Code of Ethics and Business Conduct requires each director, officer, and employee to avoid conflicts of interest; comply with all laws and other legal requirements; conduct business in an honest and ethical manner; and otherwise act with integrity and in the best interest of our Company and our stockholders. In addition, our Code of Ethics and Business Conduct acknowledges special ethical obligations for financial reporting. We maintain a current copy of our Code of Ethics and Business Conduct, and we will promptly post any amendments to or waivers of our Code of Ethics and Business Conduct regarding our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance—Commitment to Ethics and Compliance.”

CORPORATE GOVERNANCE GUIDELINES

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

DIRECTOR INDEPENDENCE

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

The non-employee members of the Board meet regularly in executive session without management. In addition, the non-employee members of the Board meet in executive session on a regular basis with the CEO and such other management as the Board deems appropriate.

CHARITABLE CONTRIBUTIONS

It is the policy of the Board that no officer or director shall solicit contributions for charities from other officers or directors or directly from SPX if the director or officer soliciting the contributions personally controls the charity. In addition, no officer or director shall solicit contributions from other officers or directors for charities controlled by SPX.

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

RISK OVERSIGHT

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

Management presents to the Audit Committee its view of the principal risks facing SPX in a dedicated “enterprise risk management” presentation at least once a year. Matters such as risk tolerance and management of risk are also discussed at this meeting. Further, management periodically reviews with the Audit Committee our major risk exposures, identified through the enterprise risk management process, as well as the steps management has taken to monitor and control such exposures.

 

		2019 PROXY STATEMENT		1

CORPORATE GOVERNANCE

 

 

We conduct an annual in-depth review of the risks associated with our incentive-based agreements and practices, and management presents to the Compensation Committee its view on such risks. In 2018, we again determined that the risks associated with these arrangements are appropriate. See “Risk Analysis,” on page 29, for further discussion.

In addition, the Board explicitly addresses risk in a wide range of Board discussions, including those relating to segment or business unit activities; specific corporate functions (such as treasury, intellectual property, tax, capital allocation, legal, etc.); cybersecurity; and consideration of extraordinary transactions. 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 it in its risk oversight role.

STRATEGIC PLANNING

Our Board meets regularly to discuss the strategic direction and the issues and opportunities facing our Company. Our Board has been instrumental in determining our next steps as we focus on growth with an emphasis on strengthening our current complement of businesses.

 

•

Constant Focus on Strategy: Throughout the year, our Board provides guidance to management on strategy and helps to refine business plans to implement the strategy.

 

•

Annual Strategy Deep-dive: Each year, typically during the third quarter, the Board holds an extensive meeting with senior management dedicated to discussing and reviewing our long-term business plans and overall corporate strategy. As part of this meeting, our CEO leads a discussion of key risks to the plans and strategy, as well as risk mitigation plans and activities.

Furthermore, in setting our business strategy, the Board plays a critical role in determining the types and appropriate levels of risk undertaken by the Company.

COMMUNICATIONS WITH DIRECTORS

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

DIRECTOR NOMINEES, QUALIFICATIONS, AND DIVERSITY

The Nominating and Governance Committee is responsible for proposing director nominees and will consider director nominee recommendations offered by stockholders in accordance with our By-laws. The Nominating and Governance Committee selects individuals as director nominees based on the following:

 

•

Business and professional accomplishments;

 

•

Integrity;

 

•

Demonstrated ability to make independent analytical inquiries;

 

•

Ability to understand our businesses;

 

•

Absence of conflicts of interest;

 

•

Willingness to devote the necessary time to Board duties; and

 

•

Alignment of skills with those identified by the Board as desirable for the advancement of the Company; for more details on such identified areas, see our skills matrix under “Director and Nominee Skills and Experience” on page 14.

The Board and the Nominating and Governance 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 Nominating and Governance 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 Nominating and Governance Committee seeks to structure the Board so that it consists of a diverse group of individuals, each with a unique combination of skills, experience,

 

2		2019 PROXY STATEMENT

CORPORATE GOVERNANCE

 

 

and background. The Nominating and Governance 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. Knowledge of our industries and strategic perspective, as well as financial expertise and experience with business development, mergers and acquisitions, are examples of attributes that our Board and the Nominating and Governance Committee consider important. The Nominating and Governance Committee also considers effective interaction among Board members and between the Board and management to be crucial factors in considering individuals for nomination.

The Nominating and Governance Committee considers the criteria listed above at least each time the director is re-nominated for Board membership. At such times as the Board and the Nominating and Governance Committee determine there is a need to add or replace a director, the Nominating and Governance Committee identifies director candidates through references from its members, other directors, management, or outside search firms, if appropriate. The Nominating and Governance 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.

Any stockholder who wishes to recommend an individual for consideration by the Nominating and Governance Committee should provide written notice of the recommendation to our Corporate Secretary at our address on the cover of 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 Nominating and Governance Committee identifies a director candidate, directors and members of management interview the candidate. Following that process, the Nominating and Governance Committee and the Board determine whether to nominate the candidate for election at an annual meeting of stockholders or, if applicable, to appoint the candidate as a director. Any such nomination or appointment is subject to acceptance by the candidate. Our By-laws require that any director appointed to the Board other than at an annual meeting of stockholders be submitted for election by our stockholders at the next annual meeting.

DIRECTOR ELECTION

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

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

In the event a resignation is triggered as a result of a director failing to receive sufficient votes, the Nominating and Governance Committee will consider the resignation and make a recommendation to the Board on whether to accept or reject it, or whether other action should be taken. The Board will consider the Nominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it in a Current Report on Form 8-K filed with the SEC within 90 days from the date of certification of the election results.

 

		2019 PROXY STATEMENT		3

CORPORATE GOVERNANCE

 

 

ATTENDANCE AT ANNUAL MEETING

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

INDEPENDENT COMPENSATION CONSULTANT

The Compensation Committee has retained Pearl Meyer as its sole independent compensation consultant. Pearl Meyer does not provide any services to our Company other than advice to and services for the Compensation Committee relating to compensation of all executives and the Nominating and Governance Committee relating to compensation of our non-employee directors. The independent compensation consultant may provide other consulting services to SPX, on a limited basis and only with approval from the Compensation Committee or the Nominating and Governance Committee. The Compensation Committee reviews services provided by its independent compensation consultant on at least an annual basis.

The independent compensation consultant:

 

•

Assesses data relating to executive pay levels and structure;

 

•

Reviews design and recommendations for annual and long-term incentive plans;

 

•

Conducts risk assessment of the Company’s executive incentive plans;

 

•

Works with management to develop management’s recommendations to the appropriate committee on compensation amounts and structure for all directors and executive officers other than the President and CEO;

 

•

Presents to the Compensation Committee recommendations on compensation amounts and structure for the President and CEO;

 

•

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

 

•

Reviews and provides analysis to the Compensation Committee on management’s recommendations relating to executive officer compensation;

 

•

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

 

•

Reviews and supports preparation of compensation-related proxy statement disclosures;

 

•

Consults on CEO Pay Ratio process and disclosure; and

 

•

Advises the relevant committee on regulatory, market practices, and other trends and developments in the area of executive and director compensation.

The Compensation Committee has directed the independent compensation consultant to collaborate with management, including our human resources function, to obtain data, clarify information, and review preliminary recommendations prior to the time they are shared with the relevant committee. The Compensation Committee has considered the independence of Pearl Meyer in light of SEC rules, NYSE listing standards, and the requirements of the Compensation Committee Charter. The Compensation Committee requested and received a letter from Pearl Meyer addressing relationships with and the independence of Pearl Meyer and the Pearl Meyer senior advisor involved in the engagement. In addition to this information, the Compensation Committee noted the following protocols designed to help ensure objectivity:

 

•

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

 

•

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

 

•

The consultant meets as needed with committee members, without the presence of management.

The Compensation Committee concluded that the work performed by Pearl Meyer and Pearl Meyer’s senior advisor involved in the engagement did not raise any conflict of interest and that each was independent.

 

4		2019 PROXY STATEMENT

CORPORATE GOVERNANCE

 

 

CONSIDERATION OF RELATED-PARTY TRANSACTIONS

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

BOARD LEADERSHIP STRUCTURE

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

Currently, Eugene J. Lowe, III, serves as our President and CEO, a position he has held since September 26, 2015. In this role, Mr. Lowe is responsible for managing the day-to-day operations of the Company and for planning, formulating, and coordinating the development and execution of our corporate strategy, policies, goals, and objectives. Mr. Lowe is accountable for Company performance and reports directly to the Board.

Patrick J. O’Leary has served as our non-employee Chairman of the Board since September 26, 2015. In this role, Mr. O’Leary’s responsibilities include the following:

 

•

Serving as a resource to the President and CEO in connection with strategic planning and other matters of strategic importance to the Company;

 

•

Receiving reports from the President and CEO, organizing and facilitating the President and CEO evaluation process, and providing ongoing, constructive feedback to the President and CEO;

 

•

Consulting with the President and CEO regarding the Company’s relations and communications with stockholders of the Company, analysts, and the investor community;

 

•

Chairing meetings of the Board;

 

•

Setting the schedule and agenda for Board meetings in consultation with the President and CEO;

 

•

Determining the information that is sent to the Board in consultation with the President and CEO;

 

•

Presiding over the executive sessions and other meetings of the non-employee directors; and

 

•

Communicating the results of meetings of the non-employee directors to the President and CEO and other members of management, as appropriate.

Our Corporate Governance Guidelines provide that in the event the Board determines that the same individual should again serve as both Chairman of the Board and CEO, the Board will appoint an independent director to serve as Lead Director. In that circumstance, the Lead Director would serve as the principal liaison between the independent directors and the Chairman and CEO; chair meetings of non-employee directors; develop the Board’s agenda in collaboration with the Chairman and CEO; and review and advise on the quality of the information provided to the Board.

The small size of our Board and the relationship between management and non-employee directors put each director in a position to influence agendas, the flow of information, and other matters. Our non-employee directors meet regularly in private session, without management, as part of our Board meetings and can also call additional meetings of the non-employee directors at their discretion.

 

		2019 PROXY STATEMENT		5

CORPORATE GOVERNANCE

 

 

The Board believes that its current leadership structure provides an appropriate balance among strategy development, operational execution, and independent oversight, and that this structure is currently in the best interests of the Company and its stockholders.

BOARD COMMITTEES

The Board met five times in 2018. The Board currently has a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee. Each director attended at least 75% of the meetings of the Board and of the committees on which he or she served in 2018. Each committee has adopted a charter that specifies the composition and responsibilities of the committee. Each committee charter is posted on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance—Board Committees.”

The table below provides 2018 membership and meeting information for each of the Board committees.

 

Directors		Audit Committee		Compensation Committee		Nominating and Governance Committee
Ricky D. Puckett		Chair		X		X
David A. Roberts		X		Chair		X
Ruth G. Shaw		X		X		Chair
Robert B. Toth				X
Tana L. Utley		X
Number of Meetings		6		6		4

AUDIT COMMITTEE

Membership

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

Function

The Audit Committee is responsible for ensuring the integrity of the financial information reported by our Company. The Audit Committee appoints the independent registered public accounting firm, approves the scope of audits performed by it and by the internal audit staff, and reviews the results of those audits. The Audit Committee also meets with management, the Company’s independent registered public accounting firm, and the internal audit staff to review audit and non-audit results, as well as financial, cybersecurity, accounting, compliance, and internal control matters. In addition, the Board has delegated oversight of the Company’s enterprise risk management program to the Audit Committee.

Additional information on the Audit Committee and its activities is set forth in the “Audit Committee Report” on page 50.

COMPENSATION COMMITTEE

Membership

The Board has determined that each member of the Compensation Committee is independent in accordance with our Compensation Committee Charter, Corporate Governance Guidelines, and Independence Standards, as well as with the rules of the SEC and the listing standards of the NYSE. In addition, the Board has determined that each member of the Compensation Committee meets the “non-employee director” requirements as defined under Section 16(a) of the Securities Exchange Act of 1934, as amended.

 

6		2019 PROXY STATEMENT

CORPORATE GOVERNANCE

 

 

Function

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

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

Additional information on the Compensation Committee, its activities, and its relationship with its independent compensation consultant, and on management’s role in setting compensation, is set forth in “Compensation Discussion and Analysis,” beginning on page 18, and “Corporate Governance—Independent Compensation Consultant,” beginning on page 4.

NOMINATING AND GOVERNANCE COMMITTEE

Membership

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

Function

The Nominating and Governance 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; evaluates and recommends training topics for directors and the Board; and makes recommendations to the Board regarding the compensation of non-employee directors and the assignment of individual directors to various committees. The Nominating and Governance Committee also approves equity awards for non-employee directors, subject to Board approval.

 

		2019 PROXY STATEMENT		7

DIRECTOR COMPENSATION

Annual Compensation

 

 

Our non-employee directors receive the following compensation:

 

Annual Cash Retainer		$	75,000
Annual Equity Grant of Restricted Stock Units		$	130,000
Additional Cash Fees:
Chairman of the Board		$	125,000
Audit Committee Chair		$	20,000
Compensation Committee Chair		$	15,000
Nominating and Governance Committee Chair		$	10,000

We pay the annual retainer and any applicable additional fees to our non-employee directors in equal quarterly installments, paid in arrears. The cash portion of compensation for a director who has a partial quarter of service (due to joining or leaving the Board, or beginning or ending service as Chairman or a Committee Chair, during the quarter) is pro-rated. We do not pay meeting fees or additional compensation to directors for special meetings.

The annual equity grant of restricted stock units (“RSU”) is made under the SPX Corporation 2002 Stock Compensation Plan (the “2002 Stock Plan”) and previously under the SPX Corporation 2006 Non-Employee Directors’ Stock Incentive 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 on the date of our Annual Meeting and vests the day before the following annual meeting. Vesting is subject to the director’s continued service on our Board through such vesting date. The annual equity grant for a director who has a partial year of service (due to joining the Board during the year) is pro-rated.

Our non-employee directors have the option to defer settlement and payout of vested RSU grants until six months after separating from service on our Board (or, if earlier, a Change in Control as defined in the 2002 Stock Plan). A non-employee director must generally make such deferral election in the year prior to the grant of the RSU award.

We do not currently pay dividends or dividend equivalents with respect to the RSUs.

Directors who are SPX employees receive no compensation for their service as directors. Mr. Lowe, our President and CEO, received no compensation for his service as a director in 2018.

OTHER BENEFITS

Matching Gifts Program

We will make matching donations for qualified charitable contributions for any non-employee director up to a total of $10,000 per year.

Travel Reimbursements

We reimburse non-employee directors for the reasonable expenses of attending Board and committee meetings and for expenses associated with director training and development. From time to time, a director’s spouse may accompany the director to certain business functions, and tax laws may require the incremental costs associated with the spouse’s attendance to be imputed as income to the director. On occasion, a director’s spouse may accompany a director when he or she travels on our corporate aircraft for Board-related business; in such instances, the value of the spouse’s travel is imputed as income to the director (determined under the U.S. Department of Transportation’s standard industry fare level (“SIFL”)).

COMPENSATION EVALUATION PRACTICES

The Nominating and Governance Committee periodically reviews non-employee director compensation and makes recommendations to the Board. The Nominating and Governance Committee evaluates our non-employee director compensation against our peer companies and consults with our independent compensation consultant when reviewing compensation amounts and structure.

 

8		2019 PROXY STATEMENT

DIRECTOR COMPENSATION

 

 

STOCK OWNERSHIP GUIDELINES

Our Stock Ownership Guidelines are designed to help ensure that our directors are engaged and have interests closely aligned with those of our long-term stockholders. We request that all non-employee directors achieve holdings in Company stock of three times the annual cash retainer within five years of his or her date of appointment as a director. All of our directors were in compliance with these requirements as of March 14, 2019. For additional information on our Stock Ownership Guidelines, see “Stock Ownership Guidelines,” beginning on page 15.

Director Compensation Table

 

 

The following table summarizes the compensation of our non-employee directors who served during 2018.

 

Directors		Fees Earned or     Paid in Cash     ($)(1)		Stock         Awards         ($)(2)		All Other     Compensation     ($)(3)		Total         ($)
Patrick J. O’Leary		$200,000(a)		$130,020		$    10,000		$340,020
Ricky D. Puckett		$  95,000(b)		$130,020		$    10,000		$235,020
David A. Roberts		$  90,000(c)		$130,020		$           —		$220,020
Ruth G. Shaw		$  85,000(d)		$130,020		$    10,000		$225,020
Robert B. Toth		$  75,000		$130,020		$      2,600		$207,620
Tana L. Utley		$  75,000		$130,020		$           —		$205,020

 

(1)	Represents annual retainer of $75,000. In addition:

 

(a)

Mr. O’Leary’s fees include $125,000, representing the additional fee for serving as Chairman of the Board.

 

(b)

Mr. Puckett’s fees include $20,000, representing the additional fee for serving as Audit Committee Chair.

 

(c)

Mr. Roberts’s fees include $15,000, representing the additional fee for serving as Compensation Committee Chair.

 

(d)

Dr. Shaw’s fees include $10,000, representing the additional fee for serving as Nominating and Governance Committee Chair.

 

(2)	The amounts in the table represent the grant date fair value of RSUs, based on the closing price of our stock on the grant date. As of December 31, 2018, each non-employee director held 3,887 RSUs that vest the day before the next annual meeting following the grant date.

 

(3)	Represents matching donations for qualified charitable contributions for Mr. O’Leary, Mr. Puckett, Dr. Shaw, and Mr. Toth.

 

		2019 PROXY STATEMENT		9

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board currently consists of seven directors. The directors are divided into three classes. There are currently three directors in the first class, two directors in the second class, and two directors in the third class.

At this Annual Meeting, you will be asked to elect three directors to the first class, Mr. Lowe, Mr. O’Leary, and Mr. Roberts. Mr. Puckett and Ms. Utley were elected to the second class by our stockholders at our 2017 Annual Meeting of Stockholders and Dr. Shaw and Mr. Toth were elected to the third class by our stockholders at our 2018 Annual Meeting of Stockholders, and they will continue to serve on the Board as described below.

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

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

Your shares will be voted as you specify on the proxy card that accompanies this Proxy Statement. If you do not specify how you want your shares voted, then we will vote them FOR the election of each of Mr. Lowe, Mr. O’Leary, and Mr. Roberts. If unforeseen circumstances (such as death or disability of the nominee) make it necessary for the Board to substitute another person for any of the nominees, then your shares will be voted FOR that other person. The Board does not anticipate that any of the nominees will be unable to serve.

Nominees for Election to Serve Until 2022 Annual Meeting

 

Gene Lowe   President and CEO of SPX Corporation Age: 51 Director since: 2015 Committees:     •  None		PROFESSIONAL HIGHLIGHTS   Eugene J. Lowe, III, 51, has served as President and Chief Executive Officer of SPX Corporation 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 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.

 

10		2019 PROXY STATEMENT

PROPOSAL NO. 1: ELECTION OF DIRECTORS

 

 

 

Patrick O’Leary   Retired Executive Vice President, Finance, Treasurer and CFO of SPX Corporation Age: 61 Director since: 2015 Committees:     •  None		PROFESSIONAL HIGHLIGHTS   Patrick J. O’Leary, 61, retired in August 2012 from SPX Corporation, 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 previously served as a director of PulteGroup, Inc. from 2005 until 2018. He earned his bachelor 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   Chairman of the Board and Retired Executive Chairman, President and CEO of Carlisle  Companies, Inc. Age: 71 Director since: 2015 Committees:     •  Compensation (Chair)     •  Audit     •  Nom. & Gov.		PROFESSIONAL HIGHLIGHTS   David A. Roberts, 71, has served as Chairman of the Board of Carlisle Companies, Inc., a diversified manufacturing company, 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 is currently a director of Franklin Electric Co., Inc. and Horizon Global Corporation; he previously served as a director of Polypore International, Inc. prior to its 2015 merger transaction with Asahi Kasei Corporation. He earned his bachelor 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.

 

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

 

		2019 PROXY STATEMENT		11

PROPOSAL NO. 1: ELECTION OF DIRECTORS

 

 

Directors Continuing to Serve Until 2020 Annual Meeting

 

Rick Puckett   Retired Executive Vice President, CFO Treasurer and Chief Administrative Officer of Snyder’s-Lance, Inc. Age: 65 Director since: 2015 Committees:     •  Audit (Chair)     •  Compensation     •  Nom. & Gov.		PROFESSIONAL HIGHLIGHTS   Ricky D. Puckett, 65, 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 Strategy, Information Technology, Human Resources, and Legal, in addition to Finance and Treasury, 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 currently a director of, and serves as audit committee chair for, Whitehorse Finance, Inc.; he also serves on the board of Driven Brands Inc., a privately held company. He has served on the board of the North Carolina Blumenthal Performing Arts Center, including three years as chair, and the Wake Forest Graduate School in Charlotte. Mr. Puckett was “Father of the Year” for the American Diabetes Association and “Pink Tie Guy” for Komen Charlotte. He is a certified public accountant and received his bachelor degree in Accounting and his MBA from the University of Kentucky.   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 and compensation management; and investor relations.

 

Tana Utley   Vice President of Large Power Systems Division at Caterpillar Inc. Age: 55 Director since: 2015 Committees:     •  Audit		PROFESSIONAL HIGHLIGHTS   Tana L. Utley, 55, has served as Vice President of the Large Power Systems Division at Caterpillar Inc., a manufacturer of construction and mining equipment, engines, turbines, and locomotives, since 2013. 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. She earned her bachelor 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.

 

 

12		2019 PROXY STATEMENT

PROPOSAL NO. 1: ELECTION OF DIRECTORS

 

 

Directors Continuing to Serve Until 2021 Annual Meeting

 

Ruth Shaw   Retired Group Executive for Public Policy and President of Duke Nuclear Age: 71 Director since: 2015 Committees:     •  Nom. & Gov. (Chair)     •  Audit     •  Compensation		PROFESSIONAL HIGHLIGHTS   Ruth G. Shaw, 71, 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 is currently a director of DTE Energy and DowDuPont Inc.; she also serves on the board of Southwire Company, LLC, a privately held company. Dr. Shaw previously served as a director of The Dow Chemical Company prior to its 2017 merger transaction with E.I. du Pont de Nemours and Company. She serves on the board of directors of the Foundation for the Carolinas, and has previously been a director and chair of the boards of the University of North Carolina Charlotte; the UNCC Charlotte Foundation; The Carolinas 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. She earned her bachelor 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 the electric utility industry; corporate governance; human resources management; executive compensation; information technology; communications and public relations; environment, health and safety management; procurement; and diversity to our Board.

 

Bob Toth   Managing Director at CCMP Capital Advisors, LLC Age: 58 Director since: 2017 Committees:     •  Compensation		PROFESSIONAL HIGHLIGHTS   Robert B. Toth, 58, has served as a Managing Director at CCMP Capital Advisors, LLC, a private equity investment firm, since 2016. Prior to joining CCMP, Mr. Toth served as President, Chief Executive Officer and Director from 2005 and, additionally, Chairman of the Board from 2011 of Polypore International, Inc., a high technology filtration products company. Prior to that, Mr. Toth served as Chief Executive Officer, President and Director of CP Kelco ApS, a specialty hydrocolloids producer, from 2001 to 2005. Prior to joining CP Kelco, he spent 19 years at Monsanto Company, and its spinoff company, Solutia Inc. Mr. Toth is currently a director of PQ Corporation and Materion Corporation; he also serves on the board of Hayward Industries, Inc., a privately held company. He earned his bachelor degree in Industrial Management from Purdue University and his MBA from the John M. Olin School of Business at Washington University in 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.

 

		2019 PROXY STATEMENT		13

PROPOSAL NO. 1: ELECTION OF DIRECTORS

 

 

Director and Nominee Skills and Experience

 

 

Under the leadership of our Nominating and Governance Committee, our Board developed and maintains a director skills matrix that identifies expertise and experience that the Board believes contribute to an effective and well-functioning board and that the Board as a whole should possess.

The Nominating and Governance Committee and the Board use this matrix to identify areas for director training and as a tool to maintain a balanced and well-rounded board. In addition, the Nominating and Governance 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. For a better understanding of our Board qualifications and diversity, we encourage you to read “Director Nominees, Qualifications, and Diversity” beginning on page 2.

 

 

 

14		2019 PROXY STATEMENT

OWNERSHIP OF COMMON STOCK

Stock Ownership Guidelines

 

 

We maintain Stock Ownership Guidelines to emphasize the importance of substantive, long-term share ownership by our directors and officers to align their financial interests with those of our stockholders.

The guidelines are:

 

Position		Target Value
Non-Employee Directors		3x 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

* SPX does not currently have the COO position.

Shares held in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines. Unvested time-based stock (and stock unit awards) are deemed to be owned shares for purposes of these guidelines. Unexercised stock options and unvested performance-based stock (and stock unit awards) are excluded for purposes of these guidelines. We ask non-employee directors and executive leaders to attain the desired level of stock ownership within five years of appointment to a director or officer position.

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

Each non-employee director and named executive officer was in compliance with these requirements as of March 14, 2019.

 

		2019 PROXY STATEMENT		15

OWNERSHIP OF COMMON STOCK

 

 

Ownership of Common Stock

 

 

DIRECTORS AND EXECUTIVE OFFICERS

The following table includes information about how much of our common stock (our only outstanding class of equity securities) is beneficially owned by:

 

•

Each director and nominee for director;

 

•

Each executive officer in the Summary Compensation Table on page 31; and

 

•

All directors and executive officers as a group.

Unless otherwise noted, amounts and percentages are as of March 14, 2019.

 

 

		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)				Percent of Class
DIRECTORS AND DIRECTOR NOMINEES WHO ARE NOT NAMED EXECUTIVE OFFICERS
Patrick J. O’Leary			24,079				3,887			*
Ricky D. Puckett			24,079				3,887			*
David A. Roberts			24,079				3,887			*
Ruth G. Shaw			24,079				3,887			*
Robert B. Toth			8,378				3,887			*
Tana L. Utley			24,079				3,887			*
NAMED EXECUTIVE OFFICERS
Eugene J. Lowe, III			838,992				644,403			1.89%
Scott W. Sproule			235,252				148,987			*
J. Randall Data			169,410				121,674			*
John W. Nurkin			158,225				99,176			*
John W. Swann, III			149,994				111,240			*
All directors and executive officers as a group (13 persons)			1,901,125				1,306,126			4.21%

*	Less than 1.0%

 

(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 and officers as a group also includes shares represented as held under the individual’s account under the SPX Corporation 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.

 

(2)

Represents shares of our common stock issuable under options that are exercisable or become exercisable within 60 days of March 14, 2019 and RSUs that vest within 60 days of March 14, 2019. Such shares are included in the number of shares of common stock beneficially owned as presented in the preceding column on this table.

 

(3)

Includes shares beneficially owned through the 401(k) Plan for each of the following: Mr. Lowe, 3,734 shares; Mr. Sproule, 3,166 shares; Mr. Data, 2,310 shares; Mr. Nurkin, 21,643 shares; Mr. Swann, 2,717 shares; and all directors and executive officers as a group, 38,603 shares. Directors do not participate in our 401(k) Plan.

 

16		2019 PROXY STATEMENT

OWNERSHIP OF COMMON STOCK

 

 

PRINCIPAL STOCKHOLDERS

The following table includes certain information about each person or entity known to us to be the beneficial owner of more than five percent of the issued and outstanding shares of our common stock.

 

Name and Address		Shares of Common Stock     Beneficially Owned		Percent         of Class(1)
BlackRock, Inc. 55 East 52nd Street New York, NY 10055		6,177,732(2)		14.08%
The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355		4,580,768(3)		10.44%

 

(1)	Ownership percentages set forth in this column are based on the assumption that each of the principal shareowners continued to own, as of March 14, 2019, the number of shares reflected in the table.

 

(2)

Based on information provided in a Schedule 13G/A filed with the SEC on January 31, 2019, by BlackRock, Inc., and certain affiliated entities (“BlackRock”). BlackRock reports having sole voting power with respect to 6,090,478, of the shares and sole dispositive power with respect to all the shares. The Schedule 13G/A indicates that Blackrock Fund Advisors beneficially owns five percent or greater of our outstanding stock.

 

(3)

Based on information provided in a Schedule 13G/A filed with the SEC on February 11, 2019, by The Vanguard Group and certain affiliated entities (“Vanguard”). Vanguard reports having sole voting power with respect to 80,530 of the shares; shared voting power with respect to 17,232 of the shares; sole dispositive power with respect to 4,487,506 of the shares; and shared dispositive power with respect to 93,262 of the shares.

Section 16(a) Beneficial Ownership Reporting Compliance

 

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, officers, and beneficial owners of more than 10% of our outstanding common stock to file with the SEC reports of ownership and changes in ownership. SEC regulations require that directors, officers, and beneficial owners of more than 10% of our outstanding common stock furnish us with copies of all Section 16(a) reports they file.

Based solely upon a review of Forms 3 and 4 (including amendments to such forms) furnished to us during 2018 and Forms 5 furnished with respect to 2018, no director, officer, or beneficial owner of more than 10% of our outstanding common stock failed to file on a timely basis during 2018 any reports required by Section 16(a).

 

		2019 PROXY STATEMENT		17

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

 

 

INTRODUCTION

This Compensation Discussion and Analysis (“CD&A”) provides information about our executive compensation program and the factors considered in making compensation decisions for the named executive officers named in our Summary Compensation Table set forth below (“NEOs”).

Our NEOs for 2018 are listed in the table below:

 

Named Executive Officer		Title
Eugene J. Lowe, III		President and Chief Executive Officer
Scott W. Sproule		Vice President, Chief Financial Officer and Treasurer
J. Randall Data		President, South Africa and Global Operations
John W. Nurkin		Vice President, General Counsel and Secretary
John W. Swann, III		President, Heating and Location & Inspection

EXECUTIVE SUMMARY

In 2018, we proudly celebrated our third anniversary since the spin-off of the Flow business (the “Spin-Off”) into an independent, publicly-owned company called SPX FLOW, Inc. Over this period, our executive officers and directors have led the organization first through a period of stabilization and then through a pivot to execute on our growth strategy. We have demonstrated continued improvement in business performance, delivered strong stockholder returns, and completed two acquisitions.

Our executive compensation program is designed to align short- and long-term rewards directly to business performance. Having achieved three years of performance since the Spin-Off, we and the Compensation Committee of the Board (the “Committee”) are now able to benchmark our compensation strategy independent of the pre-Spin-Off history, more clearly accounting for the performance of the current leadership team against market and peer group companies.

Summary of Key Business Accomplishments

Overall solid execution during 2018 resulted in improvements in operating income and cash flow. Select accomplishments during 2018 include:

 

•

We achieved or exceeded the overall SPX guidance we introduced to investors at the beginning of the year, including adjusted operating income* growth of approximately 22%;†

 

•

We exceeded target for cumulative adjusted segment income* over a three-year period, achieving $545.8M compared to target of $504.7M;

 

•

We exceeded prior year results and targets for adjusted free cash flow*, achieving greater than 120%† conversion of adjusted net income from continuing operations;*

 

•

We grew segment income in our HVAC and Detection and Measurement segments, achieving growth in total adjusted segment income* of approximately 12%;†

 

•

We completed two acquisitions, and signed a third, which contributed to growth in our Detection and Measurement segment;

 

•

We continued to progress on our strategy to move away from power-generation focused businesses, selling the major brands and technology of our Heat Transfer business, and we expect to complete the wind down of this business in the first half of 2019; and

 

•

We increased earnings per share (“EPS”) on an adjusted basis by more than 25%:

 

		2017				2018
GAAP EPS		$1.91				$1.75
Adjusted EPS*		$1.74				$2.20

 

18		2019 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

 

Three-Year Total Stockholder Return

The following graph shows our three-year total stockholder return (“TSR”) as compared to our peer group, as defined on page 24, the S&P 600 Capital Goods Index, and the S&P 500 Index for the period December 31, 2015 to December 31, 2018.

Three-Year TSR from December 31, 2015 to December 31, 2018

 

 

2018 Compensation Highlights

Our executive compensation program has three primary elements: base salary, annual incentive, and long-term incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on stockholder value creation. Based on our performance, and consistent with the design of our program, the Committee made the following executive compensation decisions for 2018:

 

•

Base Salary. Annual salary increases ranged from 3% to 4%. These adjustments were a continuation of the effort to bring our NEOs’ base salaries to the market median, commensurate with performance, over a three-year period. These adjustments also reflect the contributions made by our NEOs in connection with executing on key initiatives and the Company’s strategic priorities over the course of 2018. For details, please see page 24 of this CD&A.

 

•

Annual Incentive. Based on our performance results, awards under our Executive Bonus Program were paid at 94.8% of target. This payout applied to all our NEOs, with the exception of Mr. Swann, whose payout was 131.5% based on both business unit and corporate results. Mr. Swann is responsible for two of our businesses that delivered exceptional results. In addition, he was a key driver behind two successful acquisitions that we completed during the year. For details, please see page 25 of this CD&A.

 

•

Long-Term Incentives. All of our NEOs received equity and equity-based awards in 2018. Target award amounts and the mix of vehicles used are described on page 26 of this CD&A. Performance for the measurement period of January 1, 2016 through December 31, 2018 exceeded maximum metric for both relative TSR and adjusted segment income* resulting in the maximum allowable payout capped at 150% for both performance based incentives. For details, please see page 26 of this CD&A.

* Non-GAAP financial measure. Reconciliations of amounts presented as non-GAAP financial measures with the amounts of the most comparable measures calculated and presented in accordance with GAAP, and other important information regarding non-GAAP financial measures, are presented in the appendix of this Proxy Statement.

† Exclusive of annual incentive adjustments.

 

		2019 PROXY STATEMENT		19

EXECUTIVE COMPENSATION

 

 

EXECUTIVE COMPENSATION PROGRAM

 

Our Compensation Principles

Our executive compensation program is centered around the following principles:

 

Alignment with Stockholders’ Interests		Executive officers’ interests should be directly aligned with those of stockholders through a compensation program that emphasizes an appropriate balance of both short- and long-term financial performance and is directly affected by our stock price. Requiring executive officers to hold a meaningful amount of equity supports alignment to stockholder interests.
Link to Business Priorities and Performance		A significant portion of total compensation should be variable and subject to the attainment of certain specific and measurable performance goals and objectives.
Competitiveness		Target total compensation should be competitive with that being offered to individuals holding comparable positions 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.

 

20		2019 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

 

Components of Total Direct Compensation

For 2018, we continued to focus on ensuring alignment of pay practices with stockholder interests and driving a pay-for-performance culture.

Design and philosophical characteristics of the SPX compensation program include:

 

•

Base Salary. Annual salary for our NEOs is targeted at the market median of peer companies and is commensurate with performance, contributions, and overall experience.

 

•

Annual Incentive. Performance metrics focus on delivering key annual objectives with financial targets directly tied to the achievement of goals related to operating income, cash flow, and revenue.

 

•

Long-Term Incentives. Long-term incentive (“LTI”) awards align compensation and long-term performance. Mix of vehicles include:

 

•

Stock Options (“Options”) that vest ratably over a three-year period;

 

•

Performance Stock Units (“PSUs”) tied to relative TSR (“r-TSR”) and a peer group within the S&P 600 Capital Goods Index over a three-year performance measurement period, with potential payout range of 0% to 150% of target, and cannot exceed target if our TSR is negative;

 

•

Cash Performance Units (“CPUs”) tied to cumulative adjusted segment income* over a three-year performance measurement period, with potential payout range of 0% to 150% of target; and

 

•

Restricted Stock Units (“RSUs”) that vest ratably over a three-year period.

Mix of Compensation Elements

The following charts show that for 2018 the mix of compensation elements targeted for our NEOs was heavily weighted toward variable compensation. The mix of LTI is based on the allocation value used in determining the number of units or options, as applicable, for each award.

 

 

 

		2019 PROXY STATEMENT		21

EXECUTIVE COMPENSATION

 

 

Our CEO’s Pay-for-Performance Alignment

The following chart shows our CEO’s compensation relative to our TSR and compared with our peer group of companies listed on page 24, demonstrating how our executive compensation program aligns with performance. This chart is based on our three-year TSR; the average of our CEO’s total compensation for 2016, 2017, and 2018 by percentile; and the average total compensation for CEOs at our peer companies, from their most recent three proxy statement filings.

 

 

 

 

*

Peer company compensation based on 2015, 2016, and 2017 target compensation data from each company’s three most recent proxy statement filings.

While our CEO’s relative pay rank falls below the median of our peer companies for 2018, our philosophy is to align executive compensation with that of our peers and provide variable incentive compensation that rewards executives at higher levels when superior performance is achieved.

 

22		2019 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

 

HOW DECISIONS FOR OUR NAMED EXECUTIVE OFFICERS WERE MADE

Executive Compensation Practices

 

 

The Role of the Compensation Committee

The Committee is responsible for overseeing the design and administration of the executive compensation program so that the program is consistent with our compensation philosophy. The Committee reviews compensation levels for all of our executive officers, including our NEOs. The Committee also makes all final compensation decisions regarding our NEOs and officers, except for the CEO, whose compensation is reviewed and approved by the full Board, excluding Mr. Lowe, based upon recommendations of the Committee.

The Committee also works very closely with its independent compensation consultant and with management to examine the effectiveness of the Company’s executive compensation program. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which is available on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance—Board Committees.”

The Role of Management

Certain members of our senior management team help prepare for and attend meetings where executive compensation, Company and individual performance, and competitive compensation levels and practices are discussed and evaluated. However, only the Committee members are allowed to vote on decisions regarding executive compensation. The Committee also receives recommendations from the CEO regarding the compensation of our other officers, including the other NEOs. The CEO does not participate in the deliberations of the Committee and Board regarding his own compensation.

The Role of the Independent Compensation Consultant

The Committee engages an independent compensation consultant to provide expertise on competitive pay practices and compensation program design and an objective assessment of any inherent risks of any compensation programs. Pursuant to the authority granted to it under its charter, the Committee has retained Pearl Meyer as its independent consultant. The Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules, NYSE listing standards, and the requirements of the Compensation Committee Charter, and has determined that work performed by Pearl Meyer does not create a conflict of interest.

 

		2019 PROXY STATEMENT		23

EXECUTIVE COMPENSATION

 

 

The Role of the Peer Group

Our executive compensation program takes into account the compensation practices of companies with which we compete or could compete for executive talent. No changes were made to the peer group for 2018.

For purposes of setting 2018 executive compensation, the Committee used the following peer companies (“peer group”):

 

SPX Peer Companies
Actuant Corporation (ATU)		EnPro Industries, Inc. (NPO)
Altra Industrial Motion Corp. (AIMC)		Graco Inc. (GGG)
Babcock & Wilcox Enterprise, Inc. (BW)		Harsco Corporation (HSC)
Barnes Group Inc. (B)		IDEX Corp. (IEX)
Chart Industries, Inc. (GLTS)		Nordson Corporation (NDSN)
CIRCOR International, Inc. (CIR)		Regal Beloit Corporation (RBC)
Colfax Corp. (CFX)		Rexnord Corporation (RXN)
Crane Co. (CR)		SPX FLOW, Inc. (FLOW)
Curtiss-Wright Corporation (CW)		TriMas Corporation (TRS)

Our peer companies were drawn from a pool of potential companies identified by our management either as key competitors for senior talent or as having businesses or serving end markets similar to our Company. These companies were further reviewed for appropriateness as peers by Pearl Meyer prior to Committee approval. The primary factors used to generate the group were as follows:

 

•

Similar business mix to SPX;

 

•

Similar end markets to SPX;

 

•

Competitors for executive talent;

 

•

Market capitalization; and

 

•

Revenue of approximately 0.4 to 2.5 times SPX’s revenue.

SPX annual revenues for 2018 are approximately at the median peer company.

The Committee reviews the peer group regularly to assure alignment and adds or removes companies as peers as it deems appropriate and necessary to maintain competitive and balanced alignment. The Committee uses the peer group data to assist in compensation decisions around base salary, short-term incentives, and long-term incentives, as well as in benchmarking other executive compensation matters.

Base Salary

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain talent. Base salary levels are reviewed annually. When making adjustments, the Committee considers the Company’s overall performance; the NEO’s individual performance, experience, career potential, and tenure with the Company; and competitive market practices. The Committee approved increases in annual base salary, effective March 19, 2018, as reflected in the table below, to continue to improve the competitive market position of our NEO’s base salaries relative to our peer group.

 

Named Executive Officer		Base Salary (From 3/20/2017)				Base Salary (From 3/19/2018)				% Adjustment
Eugene J. Lowe, III		$	825,956			$	850,735				3.0	%
Scott W. Sproule		$	445,281			$	458,639				3.0	%
J. Randall Data		$	430,440			$	445,506				3.5	%
John W. Nurkin		$	355,047			$	369,249				4.0	%
John W. Swann, III		$	418,180			$	430,726				3.0	%

 

24		2019 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

 

Annual Incentive

Executive Bonus Program

Our Executive Bonus Program pays annual bonuses ranging from 0% to 200% of target by reference to three key metrics: adjusted operating income,* adjusted free cash flow,* and adjusted revenue.*

The Committee selected these metrics to be transparent and to provide clarity and consistency in calculating bonuses. In setting short-term incentive goals, SPX management and the Committee utilized a number of data points to focus targets on driving the Company’s strategic priorities, including setting goals that incentivize delivery of annual objectives. Further, the use of adjusted* metrics is intended to drive management to focus on the performance of our go forward businesses, which exclude the South African and Heat Transfer businesses.

2018 targets were set to drive continued growth in operating income and to deliver adjusted free cash flow* in excess of 100% conversion of adjusted net income from continuing operations.* Adjusted revenue* targets were established in-line with our externally communicated strategy.

In our Process Cooling business, we continued to execute on a multi-year strategic transformation to shift the revenue mix of this business away from large, less profitable projects to more profitable services and components. As expected, this strategic shift has resulted in declines in the business’s revenues in 2017 and 2018, but increases in the business’s profitability.

In consideration of the continued impact of this strategic transformation, SPX management and the Committee excluded the anticipated net reduction in revenue for Process Cooling from the 2018 adjusted revenue* target. The 2018 adjusted operating income* and adjusted free cash flow* targets include the respective increases that were projected to result from the Process Cooling strategic transformation.

In addition, the Committee adjusted the 2018 targets to account for increased operating income, cash, and revenues resulting from acquisitions completed during the year.

The table below shows the 2018 threshold, target, and maximum goals for each of the relevant metrics under our Executive Bonus Program, as well as the actual performance results.

 

		Level of Performance ($ Millions)																Payout %
Performance Metric and Weighting		Threshold ($)				Target ($)				Maximum ($)				Actual ($)
Adjusted Operating Income* (50%)		$	133.5			$	151.6			$	169.0			$	147.9				89.7	%
Adjusted Free Cash Flow* (25%)		$	95.4			$	112.8			$	133.2			$	128.6				100.0	%
Adjusted Revenue* (25%)		$	1,201.2			$	1,232.2			$	1,273.2			$	1,263.2				100.0	%
Total Corporate Results																			94.8	%

For 2018, adjusted operating income* of $147.9M resulted in an 89.7% payout, with a weighting of 50%. Adjusted free cash flow* of $128.6M resulted in a 100% payout, with a weighting of 25%. Adjusted revenue* of $1,263.2M resulted in a 100% payout, with a weighting of 25%. While we exceeded target for adjusted free cash flow* and adjusted revenue,* payout on these measures was capped at 100% because we did not hit target for adjusted operating income.* The cumulative payout for 2018 results was 94.8% of target for those NEOs with 100% of their bonus tied to corporate metrics.

Mr. Lowe, Mr. Sproule, Mr. Data, and Mr. Nurkin had bonus payouts based on corporate results, generating an overall payout of 94.8%. Mr. Swann, however, has a target incentive that includes both business unit and corporate results: 75% of his incentive is based on his role as President, Heating and Location & Inspection, including our Weil-McLain, Marley Engineered Products, Radiodetection and Cues businesses, and 25% is based on corporate metrics. For 2018, business unit performance achievement metric, prorated for acquisitions, was 143.7%, generating an overall payout of 131.5% for Mr. Swann.

* Non-GAAP financial measure. Reconciliations of amounts presented as non-GAAP financial measures with the amounts of the most comparable measures calculated and presented in accordance with GAAP, and other important information regarding non-GAAP financial measures, are presented in the appendix of this Proxy Statement.

 

		2019 PROXY STATEMENT		25

EXECUTIVE COMPENSATION

 

 

Executive Bonus Results for 2018

The table below shows the total annual bonuses earned by our NEOs for 2018.

 

Named Executive Officer		Base Salary as of 12/31/2018				Target Payout (as a % of Base Salary)				Bonus Achieved (% of Target Payout)				Total Bonus
Eugene J. Lowe, III		$	850,735				100	%			94.8	%		$	806,497
Scott W. Sproule		$	458,639				70	%			94.8	%		$	304,353
J. Randall Data		$	445,506				65	%			94.8	%		$	274,521
John W. Nurkin		$	369,249				60	%			94.8	%		$	210,028
John W. Swann, III		$	430,726				60	%			131.5	%		$	339,828

Long-Term Incentives

Long-term incentives are an integral part of our executive compensation program. They are designed to align the financial interests of our NEOs with those of our stockholders through performance-based compensation that correlates with the creation of long-term stockholder value. Our long-term incentive awards also support our executive retention strategy.

For 2018, the Committee approved the following mix of LTI awards, which awards were granted in February 2018 under our stockholder approved plans:

 

•

Options that vest ratably over a three-year period;

 

•

PSUs tied to r-TSR and a peer group within the S&P 600 Capital Goods Index over a three-year performance measurement period, with potential payout range of 0% to 150% of target, and cannot exceed target if our TSR is negative;

 

•

CPUs tied to cumulative adjusted segment income* over a three-year performance measurement period, with potential payout range of 0% to 150% of target; and

 

•

RSUs that vest ratably over a three-year period.

Our NEOs received the following long-term incentive award opportunities in 2018:

 

		Target LTI Value				Units
Named Executive Officer						Options				PSUs				CPUs				RSUs
Eugene J. Lowe, III		$	3,100,000				72,298				25,261				775,000				25,261
Scott W. Sproule		$	750,000				17,492				6,112				187,500				6,112
J. Randall Data		$	700,000				16,326				5,705				175,000				5,705
John W. Nurkin		$	505,000				11,778				4,116				126,250				4,116
John W. Swann, III		$	530,000				12,361				4,319				132,500				4,319

The allocation of Options were based on the SPX Black-Scholes valuation; 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; and CPUs were valued at $1.00 per unit, with assumed payment at the 100% target amount.

Stock Options

In 2018, awards of Options were granted to eligible participants, including each of the NEOs. The Committee approved the 2018 Option grants to the NEOs in February 2018. The 2018 Options grant agreement provides for time-based ratable vesting (of 33¹⁄₃ percent per year) over a three-year period (generally subject to continued employment during the period) with a maximum term of ten years. The Committee approves all grants of Options to be issued by the Company pursuant to approved equity grant guidelines.

 

26		2019 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

 

Performance Stock Units

The 2018 awards of PSUs provided eligible participants, including each of the NEOs, 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 employment 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 Capital Goods Index. At grant date, this peer group was comprised of 61 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. Payout cannot exceed target if our TSR is negative.

Cash Performance Units

As part of the 2018 long-term incentive program, participants, including each of the NEOs, have the opportunity to receive cash incentive payments based on SPX’s performance over a specified three-year period in the form of CPUs (and generally subject to continued employment during the performance period). CPU payments are based on SPX’s actual performance over the three-year performance cycle beginning with the fiscal year in which the CPU is granted. In February 2018, the Committee granted three-year CPUs with a performance period ending December 31, 2020. Payouts under the program range from 0% to 150% based on achievement of three-year cumulative adjusted segment income* targets, and each unit has a par value of $1.00.

Beginning with compensation awards made in 2019, the Committee has decided to no longer grant CPU awards and to proportionately increase PSU awards. As a result, all of the 2019 LTI compensation grants are comprised of equity-based awards. The Committee evaluates the Company’s compensation programs annually and considers a number of factors when evaluating the components of LTI compensation, including equity use and dilution, compensation trends to attract and retain talent, and alignment of incentives with Company performance.

Restricted Stock Units

As part of the 2018 long-term incentive program, participants, including each of the NEOs, received RSUs. The Committee approved the 2018 RSU grants to the NEOs in February 2018. The 2018 RSU grant agreement provides for time-based ratable vesting (of 33 ¹/₃ percent per year) over a three-year period (generally subject to continued employment during the period). The Committee approves all grants of RSUs to be issued by the Company pursuant to approved equity grant guidelines.

Outstanding equity awards are more fully described in the “Outstanding Equity Awards at Fiscal Year-End” table in “Executive Compensation,” beginning on page 34.

Performance Based Incentive Results for 2016-2018

 

•

Performance Stock Units. The performance metric for PSUs measures r-TSR compared to a peer group within the S&P 600 Capital Goods Index. The grant of PSUs made in February 2016 covered the measurement period of January 1, 2016 through December 31, 2018. Total stockholder return delivered in the measurement period was 216%, which ranked in the 95th percentile, compared to threshold of 30th percentile, target of 50th percentile, and maximum of 75th percentile. The resulting performance achievement of the February 2016 grant exceeded the maximum allowable and, therefore, is capped at 150% payout of the PSUs. The final amount of the payout accounts for both the appreciation of the value of stock since the time of the grant and the 150% performance award.

 

•

Cash Performance Units. The performance metric for CPUs measures three-year cumulative adjusted segment income.* The grant of CPUs made in February 2016 covered the measurement period of January 1, 2016 through December 31, 2018. Adjusted segment income* achieved in the measurement period was $545.8M, compared to threshold of $469.5M, target of $504.7M, and maximum of $537.5M. The resulting performance achievement of the February 2016 grant exceeded the maximum allowable and, therefore, is capped at 150% payout of the CPUs.

* Non-GAAP financial measure. Reconciliations of amounts presented as non-GAAP financial measures with the amounts of the most comparable measures calculated and presented in accordance with GAAP, and other important information regarding non-GAAP financial measures, are presented in the appendix of this Proxy Statement.

 

		2019 PROXY STATEMENT		27

EXECUTIVE COMPENSATION

 

 

OTHER PRACTICES, POLICIES, AND GUIDELINES

Policy on Hedging

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

Policy on Pledging

No SPX director or officer may pledge SPX securities.

Stock Ownership Guidelines

Our Stock Ownership Guidelines are designed to help ensure our officers’ interests are closely aligned with those of our long-term stockholders. Additional detail can be found in “Ownership of Common Stock” on page 15.

Impact on Compensation from Misconduct–Clawbacks

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 may include termination of employment and/or other appropriate actions.

We retroactively adjust compensation in the event of a restatement of financial or other performance results to the extent required by the Sarbanes-Oxley Act of 2002. 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. Beginning in 2013, our equity award agreements have provided that awards are subject to any compensation recovery policy adopted by the Company, as amended from time to time.

Other Benefits and Perquisites

We provide perquisites to attract and retain executives in a competitive marketplace, and we believe these benefits are generally consistent with market practices of our peer group and other comparable public industrial manufacturing companies. For a full listing of benefits and perquisites, see the “Summary Compensation Table” and accompanying footnotes beginning on page 31. We do not provide tax gross-up payments for perquisites.

Our CEO may utilize our aircraft for personal travel for himself and his family. Other executive officers may be permitted personal use of our aircraft for themselves and their families if approved by our CEO. We report the value of any personal use of our corporate aircraft by NEOs as ordinary taxable income and as compensation in the Summary Compensation Table on page 31.

Retirement and Deferred Compensation Plans

 

Our executives, along with the majority of our U.S.-based employee population, are eligible to receive matching contributions into the SPX Corporation Retirement Savings and Stock Ownership Plan (the “401(k) Plan”), a tax-qualified retirement savings plan. Matching contributions are immediately vested and are invested initially in the SPX Common Stock Fund in the form of units. This fund under the 401(k) Plan is primarily invested in SPX common stock, with a small portion of the fund in cash, for purposes of administrative convenience.

Executive officers and other senior-level management employees are also eligible to participate in the SPX Corporation Supplemental Retirement Savings Plan (the “SRSP”), a non-qualified deferred compensation plan that permits voluntary deferrals of base salary and annual bonuses.

 

28		2019 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

 

For more information regarding these plans, see the Nonqualified Deferred Compensation table and accompanying narrative and footnotes, beginning on page 36.

Termination and Change-in-Control Provisions

As described below, all our NEOs, except our CEO, have entered into the current form of our change-in-control agreement as filed with the SEC.

On September 28, 2015, the Committee recommended, and the Board approved, an employment agreement and a change-in-control agreement for Mr. Lowe, President and Chief Executive Officer, and severance benefit agreements and change-in-control agreements for all other executive officers. The Committee reviews these agreements annually considering stakeholder interests and market competitiveness and will address adjustments as it deems appropriate.

Our severance arrangements are designed to protect stockholder interests by stabilizing management during periods of uncertainty. Executives often assign significant value to severance agreements because these agreements provide compensation for lost professional opportunities in the event of a negative qualifying event following a change-in-control.

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

We utilize a double-trigger in the event of a change-in-control. If the executive officer experiences a qualifying negative employment action following a change-in-control, then the executive officer becomes immediately vested in all previously-granted unvested SPX equity, including shares subject to performance vesting, at the target level of vesting. This feature is designed to be equitable in the event of dismissal without cause or resignation for good reason, and we believe it is appropriate in the event of termination following a change-in-control.

Severance and change-in-control terms are further discussed and quantified in “Potential Payments Upon Termination or Change-in-Control,” beginning on page 37.

Notes

The discussion of performance targets in this CD&A is exclusively in the context of executive compensation and should not be used for any other purpose or regarded as an indication of management’s expectations of future results.

References to “bonus” or “bonuses” in this CD&A and the compensation tables are to our annual performance-based payments reflected as “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table” on page 31 and “Estimated Future Payouts under Non-Equity Incentive Plan Awards” in the “Grants of Plan-Based Awards” table on page 33.

Risk Analysis

 

 

Management regularly monitors and reviews our compensation program and the related risks and reports its findings to the Committee.

We do not believe our compensation policies and practices give rise to risks that are reasonably likely to have a material adverse effect on our Company. In reaching this conclusion, we considered the following factors:

 

•

Our compensation program is designed to provide a mix of both fixed and variable incentive compensation.

 

•

The variable portions of compensation (cash incentive and equity awards) are designed to reward both annual performance and longer-term performance. We believe this design mitigates any incentive for short-term risk-taking that could be detrimental to our Company’s long-term best interests.

 

•

For business unit level executives, a significant percentage of their compensation is based on the performance of our Company as a whole. This is designed to mitigate any incentive to pursue strategies that might maximize the performance of a single operating business unit to the detriment of our Company as a whole.

 

		2019 PROXY STATEMENT		29

EXECUTIVE COMPENSATION

 

 

 

•

Our executive officers are subject to stock ownership guidelines that we believe incentivize our executives to consider the long-term interests of our Company and our stockholders and discourage excessive risk-taking that could negatively impact our stock price.

 

•

The Committee exercises risk oversight of our executive compensation program.

 

•

A qualitative risk assessment concluded that our plans do not have an unreasonable ratio between fixed and variable compensation. The annual bonus plans are capped at specified maximum percentages, which limits incentives to undertake excessive risk.

 

•

The executive and management annual bonus plans also have clawback provisions relating to any fraud, manipulation, or negligence in connection with computation of performance measures or payments under the plans.

 

•

Incentive plans are primarily determined by a formula tied directly to Company performance.

 

•

Sales incentive plans are regularly reviewed.

 

•

In addition to the structure of our plans, we mitigate any risk that may be generated by compensation plans through management oversight, compliance training and enforcement, and periodic reviews.

No single SPX business unit carries a significant portion of the Company’s risk profile, or has compensation structured in a significantly different manner than other business units within the Company, regardless of relative business unit profitability or compensation expense as a percentage of revenues.

Management does not believe that any of the design features pose a significant concern. Based upon this analysis, we determined that the compensation programs do not present a material risk.

Compensation Committee Report

 

 

The Compensation Committee of the SPX Board of Directors consists of four directors. Each of the Committee members is independent, as defined under SEC rules and the listing standards of the NYSE. The Committee reviews SPX’s “Compensation Discussion and Analysis” on behalf of the Board.

The Committee has reviewed and discussed the “Compensation Discussion and Analysis” with management, and based on the review and discussions, the Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement and SPX’s Annual Report on Form 10-K for the year ended December 31, 2018.

Compensation Committee,

David A. Roberts, Chairman

Ricky D. Puckett

Ruth G. Shaw

Robert B. Toth

 

30		2019 PROXY STATEMENT

EXECUTIVE COMPENSATION

 

 

Compensation Tables

 

 

SUMMARY COMPENSATION TABLE

The following table summarizes the compensation for our named executive officers during 2018. The “named executive officers” or “NEOs” are our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated officers.

 

Name and Principal Position		Year					Salary ($)(1)					Bonus ($)					Stock Awards ($)(2)					Option Awards ($)(3)					Non-Equity Incentive Plan Compensation ($)(4a) (4b)					Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)					All Other Compensation ($)(5)					Total ($)
Eugene J. Lowe, III President and Chief Executive Officer				2018				$	845,508				$	—				$	1,725,579				$	842,995				$	1,750,186				$	—				$	130,254				$	5,294,522
				2017				$	817,551				$	—				$	1,654,860				$	791,088				$	1,548,723				$	—				$	79,241				$	4,891,463
				2016				$	784,084				$	—				$	1,844,703				$	768,237				$	654,472				$	—				$	53,494				$	4,104,990
Scott W. Sproule Vice President, Chief Financial Officer and Treasurer				2018				$	455,821				$	—				$	417,510				$	203,957				$	540,275				$	—				$	24,882				$	1,642,445
				2017				$	439,055				$	—				$	399,501				$	190,954				$	584,452				$	—				$	46,892				$	1,660,854
				2016				$	414,806				$	—				$	461,176				$	192,056				$	242,366				$	—				$	49,623				$	1,360,027
J. Randall Data President, South Africa and Global Operations				2018				$	442,327				$	—				$	389,708				$	190,361				$	463,259				$	—				$	44,326				$	1,529,981
				2017				$	425,645				$	—				$	370,928				$	177,322				$	524,618				$	—				$	33,566				$	1,532,079
				2016				$	406,251				$	—				$	368,941				$	153,644				$	203,674				$	—				$	32,532				$	1,165,042
John W. Nurkin Vice President, General Counsel and Secretary				2018				$	366,253				$	—				$	281,164				$	137,331				$	366,681				$	—				$	43,735				$	1,195,164
				2017				$	350,752				$	—				$	271,096				$	129,581				$	399,442				$	—				$	32,558				$	1,183,429
				2016				$	333,868				$	—				$	306,197				$	127,525				$	167,207				$	—				$	18,862				$	953,659
John W. Swann, III President, Heating and Location & Inspection				2018				$	428,079				$	—				$	295,031				$	144,129				$	500,255				$	—				$	37,957				$	1,405,451
				2017				$	415,577				$	—				$	265,370				$	126,854				$	233,344				$	—				$	36,919				$	1,078,064
				2016				$	404,689				$	—				$	313,600				$	130,599				$	50,669				$	—				$	35,110				$	934,667

 

(1)	NEOs are eligible to defer up to 50% of their salaries into the 401(k) Plan; and the SRSP. In 2018, the following NEOs deferred the following portions of their salaries into the 401(k) Plan and the SRSP:

 

						Name		Deferred into         401(k) Plan				Deferred into         SRSP
						Eugene J. Lowe, III		$	12,707			$	41,171
						Scott W. Sproule		$	10,276			$	—
						J. Randall Data		$	5,794			$	21,555
						John W. Nurkin		$	5,462			$	23,815
						John W. Swann, III		$	12,063			$	52,112

 

(2)

Stock Award grants are generally subject to performance or time-vesting conditions. 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 15 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2018, for additional information regarding the calculation of these numbers. See the “Grants of Plan-Based Awards” table, on page 33, for more information on these grants. Amount presented for 2018 assumes achievement at the target performance level. At the maximum performance level, Mr. Lowe would receive $1,349,695, Mr. Sproule would receive $326,564, Mr. Data would receive $304,818; Mr. Nurkin would receive $219,918, and Mr. Swann would receive $230,764.

 

(3)

Option Awards reflect the fair-value at time of grant in accordance with Topic 718 to reflect their grant date fair value given vesting requirements. See note 15 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2018, for additional information regarding the calculation of these numbers. See the “Grants of Plan-Based Awards” table, on page 33, for more information on these grants.

 

(4a)	In 2019, the year in which they received the 2018 bonus payout, the following NEOs deferred the following portions of their bonuses into the 401(k) Plan and the SRSP:

 

						Name		Deferred into         401(k) Plan				Deferred into         SRSP
						Eugene J. Lowe, III		$	5,912			$	41,406
						Scott W. Sproule		$	8,416			$	—
						J. Randall Data		$	16,433			$	—
						John W. Nurkin		$	13,319			$	83
						John W. Swann, III		$	6,575			$	21,399

 

		2019 PROXY STATEMENT		31