DEF 14A of SPX Technologies, Inc., Apr 4, 2024

DEF 14A of SPX Technologies, Inc.

Filed Apr 4, 2024 · FY20230000088205-24-000028

Open on EDGAR

  1. TABLE OF CONTENTS

    | PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS | 1 | | MEETING AND VOTING HIGHLIGHTS | 2 | | CORPORATE GOVERNANCE | 4 | | DIRECTOR COMPENSATION | 11 | | Director Compensation Table | 12 | | PROPOSAL 1: ELECTION OF DIRECTORS | 13 | | Nominees for Election | 14 | | Directors Continuing to Serve Until the 2025 Annual Meeting | 16 | | Directors Continuing to Serve Until the 2026 Annual Meeting | 18 | | Director and Nominee Skills and Experience | 20 | | OWNERSHIP OF COMMON STOCK | 21 | | Stock Ownership Guidelines | 21 | | Ownership of Common Stock | 21 | | Directors and Executive Officers | 22 | | Principal Stockholders | 23 | | Section 16(a) Reports | 23 | | EXECUTIVE COMPENSATION | 24 | | Compensation Discussion and Analysis | 24 | | Risk Analysis | 37 | | Compensation Committee Report | 38 | | Compensation Tables | 39 | | Summary Compensation Table | 39 | | Grants of Plan-Based Awards | 42 | | Outstanding Equity Awards at Fiscal Year-End | 44 | | Option Exercises and Stock Vested | 46 | | Nonqualified Deferred Compensation | 46 | | Potential Payments upon Termination or Change-In-Control | 48 | | CEO Pay Ratio | 50 | | Pay Versus Performance Disclosure | 51 | | Equity Compensation Plan Information | 55 | | PROPOSAL 2: APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON A NON-BINDING ADVISORY BASIS (“SAY-ON-PAY”) | 56 | | PROPOSAL 3: APPROVAL OF THE AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF THE BOARD OF DIRECTORS | 57 |

  2. DIRECTOR NOMINEES, QUALIFICATIONS, AND DIVERSITY

    DIRECTOR NOMINEES, QUALIFICATIONS, AND DIVERSITY The Governance & Sustainability Committee is responsible for proposing director nominees and will consider director nominee recommendations offered by stockholders in accordance with our By-laws. The Governance & Sustainability Committee selects individuals as director nominees based on the following: •Business and professional accomplishments; •Integrity; •Demonstrated ability to make independent analytical inquiries; •Ability to understand our businesses;

  3. DIRECTOR NOMINEES, QUALIFICATIONS, AND DIVERSITY

    | | 2024 PROXY STATEMENT | 5 |

  4. DIRECTOR NOMINEES, QUALIFICATIONS, AND DIVERSITY

    •Absence of conflicts of interest; •Willingness to devote the necessary time to Board duties; and •Alignment of skills with those identified by the Board as desirable for the advancement of the Company; for more details on such identified areas, see our skills matrix under “Director and Nominee Skills and Experience” on page 20. The Board and the Governance & Sustainability Committee require each director to have a proven record of success and leadership. In order to maintain appropriate flexibility to adjust to evolving needs, neither the Board nor the Governance & Sustainability Committee has set minimum requirements with respect to age, education, or years of business experience or has designated specific expertise required for directors. Rather, the Governance & Sustainability Committee seeks to structure the Board so that it consists of a diverse group of individuals, each with a unique combination of skills, experience, and background. The Governance & Sustainability Committee has no set diversity policy or targets, but places what it believes to be appropriate emphasis on certain skills, experience, and background that it determines adds, or would add, value to our Board. In addition, the Governance & Sustainability Committee considers the demographic make-up of the board and emphasizes identifying and recruiting candidates that are members of under-represented communities. Knowledge of our industries and strategic perspective, as well as financial expertise, operational experience, and expertise with strategy development (including mergers and acquisitions), are examples of attributes that our Board and the Governance & Sustainability Committee consider important. The Governance & Sustainability Committee also considers effective interaction among Board members and between the Board and management to be crucial factors in considering individuals for nomination. The Governance and Sustainability Committee regularly reviews the participation of individual directors to assure that each director is devoting adequate time and attention to Company matters. In addition, our Corporate Governance Guidelines provide that: •Non-management directors should not serve on more than four public company boards, including the Company’s Board and are required to notify the Governance & Sustainability Committee prior to accepting an invitation to serve on the board, audit committee or compensation committee of another public company; •Directors who are also full-time executives either at the Company or another entity, including without limitation, the Company’s Chief Executive Officer, should not serve on more than two public company boards, including the Company’s Board; •Committee chairs should not serve as the chair of more than three public company board committees, including his or her role as chair of a Company Board committee; and •The chair of the Audit Committee should not serve as the chair of more than three audit committees (including the Company Audit Committee, but excluding the audit committees of any non-profit organizations). The Governance & Sustainability Committee considers the criteria listed in the paragraphs above at least each time the director is re-nominated for Board membership or when considering additions to the Board. At such times as the Board and the Governance & Sustainability Committee determine there is a need to add or replace a director, the Governance & Sustainability Committee identifies director candidates through references from its members, other directors, management, or, if appropriate, outside search firms. The Governance & Sustainability Committee applies the same process and standards to the evaluation of each potential director nominee, regardless of whether he or she is recommended by one or more stockholders or is identified by some other method. The Board had adopted a policy, which was included in our Corporate Governance Guidelines, providing for non-management directors to retire from the Board at the conclusion of their term following their 75th birthday. In August 2023, the Board amended our Corporate Governance Guidelines to eliminate this policy, as the Board believes that the actual performance and contributions of an individual director are more important in determining whether that individual should be re-nominated, rather than mandating retirement based on an arbitrary age limit. In taking this action, the Board considered the trend toward eliminating such age-based retirement policies, the actual level of performance and contributions of directors currently at or approaching ineligibility under the prior retirement policy, the desirability of continued stability with respect to the membership of the Board in light of the recent, and contemplated future, strategic changes in the portfolio of businesses operated by the Company, and the tenure and leadership of each of the directors currently at or approaching ineligibility under the policy. The Board also considered peer-company policies and the guidelines of institutional proxy advisory firms regarding mandatory retirement age policies. The Board believes that the continued service of these directors maintains a desirable level of continuity on the Board in light of current circumstances and accordingly the amendment to this provision is in the best interests of the Company and its stockholders. The determination to amend the Corporate Governance Guidelines was made by a unanimous vote of the Board, other than Mr. Roberts and Dr. Shaw, who would have been ineligible under the policy for re-election based on their respective ages at the time of the amendment and who therefore recused themselves from the vote. In light of this change in policy, the Board has undertaken a formal review of individual director performance as part of its annual performance evaluation and self-assessment review.

  5. DIRECTOR NOMINEES, QUALIFICATIONS, AND DIVERSITY

    | 6 | 2024 PROXY STATEMENT | |

  6. DIRECTOR NOMINEES, QUALIFICATIONS, AND DIVERSITY

    Any stockholder who wishes to recommend an individual for consideration by the Governance & Sustainability Committee should provide written notice of the recommendation to our Corporate Secretary at our address shown on the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement. Such notice must be accompanied by certain disclosures, including written information about the recommended nominee’s business experience and background, and documentation required under our By-laws for stockholder nominations of directors, as well as a consent in writing signed by the recommended nominee that he or she is willing to be considered as a nominee and, if nominated and elected, that he or she will serve as a director. In addition, any director nominee must provide information we may reasonably request in order for us to determine the eligibility of such nominee to serve as an independent director. Once the Governance & Sustainability Committee identifies a director candidate, directors and members of management interview the candidate. Following that process, the Governance & Sustainability Committee and the Board determine whether to nominate the candidate for election at an annual meeting of stockholders or, if applicable, to appoint the candidate as a director. Any such nomination or appointment is subject to acceptance by the candidate. Our By-Laws require that any director appointed to the Board other than at an annual meeting of stockholders be submitted for election by our stockholders at the next annual meeting.

  7. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  8. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  9. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation of our non-employee directors who served during 2023.

  10. Director Compensation Table

    | Directors | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Patrick J. O’Leary | 215,000(a) | 130,060 | 10,000 | 355,060 | | Ricky D. Puckett | 105,000(b) | 130,060 | 10,000 | 245,060 | | David A. Roberts | 90,000 | 130,060 | 10,000 | 230,060 | | Meenal A. Sethna | 110,000(c) | 130,060 | 10,000 | 250,060 | | Ruth G. Shaw | 105,000(d) | 130,060 | 10,000 | 245,060 | | Robert B. Toth | 90,000 | 130,060 | 7,500 | 227,560 | | Tana L. Utley | 90,000 | 130,060 | | 220,060 | | Angel Shelton Willis | 90,000 | 130,060 | 10,000 | 230,060 |

  11. Director Compensation Table

    (1)Represents annual retainer of $90,000. In addition: (a)Mr. O’Leary’s fees include $125,000, representing the additional fee for serving as Chairman of the Board. (b)Mr. Puckett’s fees include $15,000, representing the additional fee for serving as Compensation Committee Chair. (c)Ms. Sethna’s fees include $20,000, representing the additional fee for serving as Audit Committee Chair. (d)Dr. Shaw’s fees include $15,000, representing the additional fee for serving as Governance and Sustainability Committee Chair. (2)On May 9, 2023, each non-employee director received a RSU grant with a grant date fair value of $130,060 (1,770 RSUs) that vests the day before the next annual meeting following the grant date. (3)Represents matching donations for qualified charitable contributions for Mr. O’Leary, Mr. Puckett, Mr. Roberts, Ms. Sethna, Dr. Shaw, Mr. Toth, and Ms. Willis.

  12. Director Compensation Table

    | 12 | 2024 PROXY STATEMENT | |

  13. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Board currently consists of nine directors. The directors are currently divided into three classes and there are three directors in each of three classes. At this Annual Meeting, you will be asked to elect three directors, Dr. Shaw, Mr. Toth, and Ms. Willis, for a three-year term expiring at the Annual Meeting of Stockholders to be held in 2027. Each of the director nominees is a current SPX director. Mr. Lowe, Mr. O’Leary, and Mr. Roberts were each elected to a three-year term by our stockholders at our 2022 Annual Meeting of Stockholders and Mr. Puckett, Ms. Sethna, and Ms. Utley were each elected to a three-year term by our stockholders at our 2023 Annual Meeting of Stockholders, and they will continue to serve on the Board as described below. Each director has agreed to tender, promptly following his or her election, an irrevocable resignation effective upon his or her failure to receive the required vote for re-election at the next meeting at which he or she would face re-election and the acceptance of such resignation by the Board, in accordance with our Corporate Governance Guidelines. The Board is proposing that, at the Annual Meeting, the stockholders approve an amendment our Certificate of Incorporation to eliminate the classification of the Board of Directors into classes serving staggered, three-year terms and to provide for the annual election of the Board of Directors. For a description of this proposal, see “Proposal 3: Approval of the Amendment to our Certificate of Incorporation to Provide for the Annual Election of the Board Of Directors” beginning on page 57. Because this amendment, if approved by the stockholders at the Annual Meeting, would become effective only following the conclusion of the Annual Meeting, director nominees will be elected at the Annual Meeting for three-year terms. Your shares will be voted as you specify on the proxy card that accompanies this Proxy Statement. If you do not specify how you want your shares voted, then we will vote them FOR the election of each of Dr. Shaw, Mr. Toth, and Ms. Willis. If unforeseen circumstances (such as death or disability of the nominee) make it necessary for the Board to substitute another person for any of the nominees, then your shares will be voted FOR that other person. The Board does not anticipate that any of the nominees will be unable to serve.

  14. PROPOSAL 1: ELECTION OF DIRECTORS

    | | 2024 PROXY STATEMENT | 13 |

  15. Nominees for Election to Serve Until 2027 Annual Meeting

    Nominees for Election to Serve Until 2027 Annual Meeting

  16. Nominees for Election to Serve Until 2027 Annual Meeting

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

  17. Nominees for Election to Serve Until 2027 Annual Meeting

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

  18. Nominees for Election to Serve Until 2027 Annual Meeting

    | 14 | 2024 PROXY STATEMENT | |

  19. Nominees for Election to Serve Until 2027 Annual Meeting

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

  20. Nominees for Election to Serve Until 2027 Annual Meeting

    | | YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF DR. SHAW, MR. TOTH AND MS. WILLIS AS DIRECTORS FOR A THREE YEAR TERM EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2027. |

  21. Nominees for Election to Serve Until 2027 Annual Meeting

    | | 2024 PROXY STATEMENT | 15 |

  22. Directors Continuing to Serve Until 2025 Annual Meeting

    Directors Continuing to Serve Until 2025 Annual Meeting

  23. Directors Continuing to Serve Until 2025 Annual Meeting

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

  24. Directors Continuing to Serve Until 2025 Annual Meeting

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

  25. Directors Continuing to Serve Until 2025 Annual Meeting

    | 16 | 2024 PROXY STATEMENT | |

  26. Directors Continuing to Serve Until 2025 Annual Meeting

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

  27. Directors Continuing to Serve Until 2025 Annual Meeting

    | | 2024 PROXY STATEMENT | 17 |

  28. Directors Continuing to Serve Until 2026 Annual Meeting

    Directors Continuing to Serve Until 2026 Annual Meeting

  29. Directors Continuing to Serve Until 2026 Annual Meeting

    | Rick Puckett Retired Executive Vice President, CFO, Treasurer and Chief Administrative Officer, Snyder’s-Lance, Inc. Age: 70 Director since: 2015 Committees: •Audit •Compensation (Chair) | | | | PROFESSIONAL HIGHLIGHTS Ricky D. Puckett retired in December 2017 from Snyder’s-Lance, Inc., a snack foods manufacturer, where he had served as Executive Vice President, Chief Financial Officer and Treasurer since December 2010, adding the role of Chief Administrative Officer, with responsibility for Human Resources and Legal, in 2014. Mr. Puckett served as Executive Vice President, Chief Financial Officer and Treasurer of Lance, Inc., from 2006 until its merger with Snyder’s-Lance, Inc. in 2010. Prior to joining Lance, Inc., Mr. Puckett served as Executive Vice President, Chief Financial Officer, Secretary and Treasurer of United Natural Foods, Inc., a wholesale distributor of natural and organic products, from 2005 to 2006; and as Senior Vice President, Chief Financial Officer and Treasurer of United Natural Foods, Inc., from 2003 to 2005. Mr. Puckett is a director of, and serves as audit committee chair of, each of Whitehorse Finance, Inc. and Driven Brands Inc. He has served on the board of the North Carolina Blumenthal Performing Arts Center and the Wake Forest Graduate School in Charlotte. He received his BA in Accounting and his MBA from the University of Kentucky and is a Certified Public Accountant in New Jersey. SKILLS AND QUALIFICATIONS Mr. Puckett brings extensive accounting and financial experience, including financial strategy and governance to our Board. In addition, he offers a deep understanding of mergers and acquisitions; strategic planning and analysis; commodity risk management; strategic information technology; organizational development; human resources, compensation management; and investor relations. |

  30. Directors Continuing to Serve Until 2026 Annual Meeting

    | Meenal Sethna Executive Vice President and Chief Financial Officer, Littelfuse, Inc. Age: 54 Director since: 2019 Committees: •Audit (Chair) •Gov. & Sustainability | | | | PROFESSIONAL HIGHLIGHTS Meenal A. Sethna has served as Executive Vice President and Chief Financial Officer of Littelfuse, Inc., a diversified, industrial technology manufacturing company, since 2016 and is responsible for finance and accounting, tax and treasury, investor relations, digital and information technology and internal audit as well as supply chain operations. Prior to joining Littelfuse in May, 2015, Ms. Sethna spent four years at Illinois Tool Works as Vice President and Corporate Controller. Previous to that, she worked at Motorola Inc., most recently as Vice President, Finance. She began her career at Baxter International, holding a variety of finance roles during her tenure. Ms. Sethna is a graduate of the Kellogg School of Management at Northwestern University and the University of Illinois-Urbana, and is a Certified Public Accountant in Illinois. SKILLS AND QUALIFICATIONS Ms. Sethna brings a rich background in accounting and finance to our Board. In addition, she has deep experience in strategic planning; mergers & acquisitions; business growth; investor relations; risk management; and information technology. |

  31. Directors Continuing to Serve Until 2026 Annual Meeting

    | 18 | 2024 PROXY STATEMENT | |

  32. Directors Continuing to Serve Until 2026 Annual Meeting

    | Tana Utley Retired Vice President of Large Power Systems Division, Caterpillar Inc. Age: 60 Director since: 2015 Committees: •Audit •Compensation | | | | PROFESSIONAL HIGHLIGHTS Tana L. Utley is a retired Vice President for Caterpillar Inc., a manufacturer of construction and mining equipment, engines, turbines, and locomotives. She was an officer for the company for over 13 years of her 36 year tenure. She was appointed an officer and as Chief Technology Officer of Caterpillar in 2007, having joined that company in 1986. Previously, she held a number of roles with Caterpillar, including a variety of engineering and general management positions. Ms. Utley has served in key engineering and leadership roles in the development of near zero-emissions engines, and she has held general management positions in Caterpillar’s components and engines businesses. Ms. Utley also serves as a director of Woodward, Inc. She earned her bachelor’s degree in Mechanical Engineering from Bradley University and her M.S. in Management from the Massachusetts Institute of Technology. SKILLS AND QUALIFICATIONS Ms. Utley brings a wealth of knowledge in engineering, operations, continuous improvement, and implementation of new programs to our Board. Ms. Utley also brings a depth of understanding of technology and cybersecurity, multi-industrial manufacturing, and how to minimize the environmental impact of manufacturing companies. |

  33. Directors Continuing to Serve Until 2026 Annual Meeting

    | | 2024 PROXY STATEMENT | 19 |

  34. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The following table includes information about how much of our common stock (our only outstanding class of equity securities) is beneficially owned by: •Each director and nominee for director; •Each named executive officer included in the Summary Compensation Table on page 39; and •All directors and executive officers as a group. Unless otherwise noted, amounts and percentages are as of March 18, 2024.

  35. DIRECTORS AND EXECUTIVE OFFICERS

    | | Number of Shares of Common Stock Beneficially Owned(1) | Right to Acquire Beneficial Ownership Under Options Exercisable/ Stock Units Distributable Within 60 Days(2)(3) | Right to Acquire Beneficial Ownership Under Vested Deferred Stock Units(4) | Total Ownership of Common Stock(5) | Percent of Class | | DIRECTORS AND DIRECTOR NOMINEES WHO ARE NOT NAMED EXECUTIVE OFFICERS | | | | | | | Patrick J. O’Leary | 15,382 | — | 23,321 | 38,703 | * | | Ricky D. Puckett | 26,168 | — | 12,535 | 38,703 | * | | David A. Roberts | 30,055 | — | 8,648 | 38,703 | * | | Meenal A. Sethna | 4,652 | 1,770 | 7,672 | 12,324 | * | | Ruth G. Shaw | 36,635 | 1,770 | 2,068 | 38,703 | * | | Robert B. Toth | 23,002 | 1,770 | — | 23,002 | * | | Tana L. Utley | 15,382 | — | 23,321 | 38,703 | * | | Angel Shelton Willis | 6,720 | 1,770 | — | 6,720 | * | | NAMED EXECUTIVE OFFICERS | | | | | | | Eugene J. Lowe, III | 1,118,705 | 562,994 | — | 1,118,705 | 2.39% | | Mark A. Carano | 3,285 | 1,850 | — | 3,285 | * | | J. Randall Data | 72,487 | 29,513 | — | 72,487 | * | | John W. Swann, III | 125,299 | 52,312 | — | 125,299 | * | | Sean McClenaghan | 61,432 | 8,843 | — | 61,432 | * | | Michael A. Reilly | 18,414 | 10,257 | — | 18,414 | * | | All directors and executive officers as a group (15 persons) | 1,659,538 | 731,864 | 77,565 | 1,737,103 | 3.53% |

  36. DIRECTORS AND EXECUTIVE OFFICERS

    * Less than 1.0%

  37. DIRECTORS AND EXECUTIVE OFFICERS

    | 22 | 2024 PROXY STATEMENT | |

  38. DIRECTORS AND EXECUTIVE OFFICERS

    (1)Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or officer can vote or transfer, stock options that are exercisable or would become exercisable within 60 days, and other shares a director or officer would have the right to acquire within 60 days. The number of our shares beneficially owned by each of the named executive officers and by all directors, nominees and current executive officers as a group also includes shares represented as held under the individual’s account under the SPX Retirement Savings and Stock Ownership Plan (“401(k) Plan”). The stockholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them. Director RSUs that were electively deferred until six months following separation from service are not included as beneficially owned. (2)Represents shares of our common stock issuable under options that are exercisable or become exercisable within 60 days of March 18, 2024 and RSUs that vest within 60 days of March 18, 2024. Such shares are included in the number of shares of common stock beneficially owned as presented in the preceding column on this table. (3)Includes shares beneficially owned through the 401(k) Plan on March 18, 2024 for each of the following: Mr. Lowe, 4,888 shares; Mr. Carano, 216 shares; Mr. Data, 3,625 shares; Mr. Swann, 4,057 shares; Mr. McClenaghan, 289 shares; and all directors, nominees and current executive officers as a group, 41,107 shares. Non-employee directors do not participate in our 401(k) Plan. (4)Includes vested RSUs issuable under the Director Deferral Election Program which are delivered six months following separation from Board service. (5)Includes total shares held by the participant.

  39. PRINCIPAL STOCKHOLDERS

    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.

  40. PRINCIPAL STOCKHOLDERS

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

  41. PRINCIPAL STOCKHOLDERS

    (1)Ownership percentages set forth in this column are based on the assumption that each of the principal stockholders continued to own, as of February 16, 2024, the number of shares reflected in the table. (2)Based on information provided in a Schedule 13G/A filed with the SEC on January 22, 2024 by BlackRock, Inc., and certain affiliated entities (“BlackRock”) reporting beneficial ownership as of December 31, 2023. BlackRock reports having sole voting power with respect to 6,878,301, of the shares and sole dispositive power with respect to all the shares. The Schedule 13G/A indicates that iShares Core S&P Small Cap ETF beneficially owns more than five percent of our outstanding stock. (3)Based on information provided in the Schedule 13G/A filed with the SEC on February 13, 2024, by The Vanguard Group (“Vanguard”) reporting beneficial ownership as of December 29, 2023. Vanguard reports having shared voting power with respect to 72,424 of the shares; sole dispositive power with respect to 4,880,092 of the shares; and shared dispositive power with respect to 120,826 of the shares. (4)Based on information provided in a Schedule 13G filed with the SEC on February 14, 2024 by T. Rowe Price Investment Management, Inc. (“T. Rowe Price”) reporting beneficial ownership as of December 31, 2023. T. Rowe Price reports having sole voting power with respect to 1,034,737 of the shares and sole dispositive power with respect to all of the shares. Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, officers, and beneficial owners of more than 10% of our outstanding common stock to file with the SEC reports of ownership and changes in ownership. Based solely upon a review of Section 16(a) reports (including amendments) filed with the SEC, no director, officer, or beneficial owner of more than 10% of our outstanding common stock failed to file on a timely basis during 2023 any reports required by Section 16(a).

  42. PRINCIPAL STOCKHOLDERS

    | | 2024 PROXY STATEMENT | 23 |

  43. EXECUTIVE COMPENSATION

    EXECUTIVE COMPENSATION Compensation Discussion and Analysis

  44. INTRODUCTION

    INTRODUCTION This Compensation Discussion and Analysis (“CD&A”) provides information about our executive compensation program and the factors considered in making compensation decisions for the current and former executive officers listed in our Summary Compensation Table set forth below (the “named executive officers” or “NEOs”). Our NEOs for 2023, and their current respective titles, are listed in the table below:

  45. INTRODUCTION

    | Named Executive Officer | Title | | Eugene J. Lowe, III | President and Chief Executive Officer | | Mark A. Carano | Chief Financial Officer, Vice President and Treasurer | | J. Randall Data | President, Heating and Global Operations | | John W. Swann, III | Segment President, Detection & Measurement | | Sean McClenaghan | Segment President, HVAC | | Michael A. Reilly | Former Interim Chief Financial Officer and Treasurer, Chief Accounting Officer and VP, Finance |

  46. INTRODUCTION

    Mr. Reilly was appointed as Chief Financial Officer & Treasurer on an interim basis in September 2022 upon the resignation of the Company’s prior Chief Financial Officer and Treasurer and ceased serving in those capacities on January 3, 2023 upon the appointment and commencement of service of Mr. Carano as Chief Financial Officer, Vice President and Treasurer. Mr. Reilly continued to serve as Chief Accounting Officer and VP, Finance until his retirement in April 2023. In 2023, Mr. McClenaghan served as President, Global Cooling and was appointed Segment President, HVAC in January 2024.

  47. EXECUTIVE SUMMARY

    EXECUTIVE SUMMARY We achieved very strong operational, financial and strategic results in 2023, which led to an increase of 55% in the equity market value of our company. The majority of our businesses exceeded their financial performance targets, and our leadership teams continued to deliver progress on our strategic objectives, positioning us to achieve several of our long-range goals well ahead of schedule. We continued to leverage the strengths of each platform while expanding our reach into adjacent markets through strategic acquisitions. Finally, we achieved a significant milestone by settling our long standing disputes in South Africa, reducing enterprise risk and freeing up management time and attention to further focus on our strategic growth objectives. Ensuring that we appropriately recognize the solid financial performance, focused efforts, and progress on our strategic initiatives is important to key talent retention and the motivation of the overall workforce. Our executive compensation program is designed to align short-and long-term rewards directly to business performance. We and the Compensation Committee of the Board (the “Committee”) benchmark our compensation strategy against our peer group companies, which rewards performance that results in value generation for our stockholders.

  48. 2023 Compensation Highlights

    2023 Compensation Highlights Our executive compensation program has three primary elements: base salary, annual incentive, and long-term incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs, and other senior management team members, to focus on stockholder value creation. The combination of Short- and long-term incentives provides more than 50% of our executives’ target compensation, with incentives tied directly to Company performance and achievement of our strategic initiatives. Based on our performance, and consistent with the design of our program, the Committee made the following executive compensation decisions for 2023: •Base Salary. Annual salary increases ranged from 3.0% to 4.5%. These adjustments maintain alignment of our NEOs’ base salaries with the market to facilitate retention and reward for execution of responsibilities and delivery of performance. These adjustments also reflect the contributions made by our NEOs in connection with executing on key initiatives and the Company’s strategic priorities over the course of the year. For details, please see page 32. •Annual Incentive. Based on our corporate performance results, awards under our Executive Bonus Program were paid at 200% of target. This payout applied to all our NEOs, with the exception of Mr. Swann, whose payout was 162.0% of target and Mr. McClenaghan whose payout was 196.2% of target, with the payouts to these officers being based on both business unit and corporate results. For details on each NEO’s award, please see page 33. •Long-Term Incentives. All of our NEOs, except Mr. Reilly, received equity and equity-based awards in 2023. Target award amounts and the mix of awards granted are described on page 33 of this CD&A. All of the NEOs, other than Mr. Carano and Mr. McClenaghan, received performance share awards in 2021 with payout based on relative TSR for the measurement period of January 1, 2021 through December 31, 2023. The performance for these awards achieved the 68th percentile for relative TSR resulting in a 136.0% payout. For details, please see page 34.

  49. EXECUTIVE COMPENSATION PROGRAM

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

  50. Components of Total Direct Compensation

    Components of Total Direct Compensation For 2023, we continued to focus on ensuring alignment of pay practices with stockholder interests and driving a pay-for-performance culture. Design and characteristics of the SPX compensation program include: •Base Salary. Annual salary for our NEOs is targeted at the market median of peer companies and is in line with responsibilities, performance, contributions, and overall experience. •Annual Incentive. Annual Incentive levels (percents) are targeted at the market median of peer companies. Performance metrics focus on delivering key annual objectives with financial targets directly tied to the achievement of goals related to operating income, cash flow, and revenue. Performance modifiers may be further adjusted for individual performance, including progress related to our strategic initiatives. •Long-Term Incentives. Long-term incentive (“LTI”) awards align compensation and long-term performance. LTI award levels are targeted at the market median of peer companies with some variation above and below median by NEO to account for factors including responsibilities, performance, contributions and overall experience. The mix of awards includes: •25% Stock Options (“Options”) that vest ratably over a three-year period; •50% Performance Stock Units (“PSUs”) tied to relative TSR (“r-TSR”) compared to a peer group within the S&P 600 Small Cap Capital Goods Index over a three-year performance measurement period, with potential payout range of 0% to 150% of target, and cannot exceed target if our TSR is negative; •25% Restricted Stock Units (“RSUs”) that vest ratably over a three-year period. Performance against our strategic initiatives, including sustainability objectives, is considered when making awards and setting targets for all components of our compensation programs. The experience level, performance and other relevant market and talent competitive factors are considered when establishing compensation levels each year or when hiring new executives. Accordingly, we would expect our more tenured, high-performing, or highly skilled officers to be higher in range, against our peers, on all compensation program components.

  51. Our CEO’s Pay-for-Performance Alignment

    Our CEO’s Pay-for-Performance Alignment The following chart shows our CEO’s compensation relative to our TSR compared with our peer group of companies listed on page 31, demonstrating how our executive compensation program aligns with performance. For purposes of this chart, compensation includes the three-year total for salary, target annual bonus, the target value of equity awards and amounts from the “change in pension value and nonqualified deferred compensation” and “All Other Compensation” columns of each company’s Summary Compensation Table disclosure. Performance is three-year total shareholder return. Due to the timing of public disclosures, peer company data represents 2020 through 2022 while our CEO’s total compensation represents 2021 through 2023 and our total shareholder return is for December 31, 2020 through December 31, 2023.

  52. Executive Compensation Practices

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

  53. Executive Compensation Practices

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

  54. The Role of the Independent Compensation Consultant

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

  55. The Role of the Independent Compensation Consultant

    | 30 | 2024 PROXY STATEMENT | |

  56. The Role of the Independent Compensation Consultant

    management’s recommendations for compensation; conducts risk assessments on the Company’s executive incentive plans; and presents recommendations on compensation amounts and structure for the President and CEO. In addition the independent compensation consultant recommends the list of peer companies against which we benchmark our executive officer and director compensation. The Committee has directed the independent compensation consultants to collaborate with management, including our human resources function, to obtain data, clarify information, and review preliminary recommendations prior to the time they are shared with the relevant committee. The Committee has considered the independence of Pearl Meyer and Meridian in light of SEC rules, NYSE listing standards, and the requirements of the Committee’s charter. The Committee requested and received a letter from each of Pearl Meyer and Meridian addressing relationships with and the independence of such firm and the senior advisor involved in the engagement of such firm. The Committee concluded that the work performed by Pearl Meyer and Pearl Meyer’s senior advisor involved in the engagement and by Meridian and Meridian’s senior advisor involved in the engagement did not raise any conflict of interest and that each was independent.

  57. The Role of the Peer Group

    The Role of the Peer Group Our executive compensation program takes into account the compensation practices of companies with which we compete or could compete for executive talent. Peer companies are selected based on a number of factors including size, industry, and markets served. Based on changes in corporate structures and market caps, each of Altra Industrial Motion Corp, CIRCOR International, Inc., and Regal Rexnord Corp were removed and John Bean Technologies Corporation was adopted as a peer for 2023. In June 2023, Harsco Corp. changed its name to Enviri Corporation. For purposes of setting 2023 executive compensation, the Committee used the following peer companies (“peer group”):

  58. The Role of the Peer Group

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

  59. The Role of the Peer Group

    Our peer companies were drawn from a pool of potential companies identified by our management either as key competitors for senior talent or as having businesses or serving end markets similar to our Company. These companies were further reviewed for appropriateness as peers by Pearl Meyer prior to Committee approval. The primary factors used to generate the group were as follows: •Similar business mix to SPX; •Similar end markets to SPX; •Competitors for executive talent; •Market capitalization; and •Revenue of approximately 0.4 to 2.5 times SPX’s revenue. SPX annual revenues for 2023 are approximately at the median of peer companies.

  60. The Role of the Peer Group

    | | 2024 PROXY STATEMENT | 31 |

  61. The Role of the Peer Group

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

  62. Annual Incentive

    Annual Incentive Executive Bonus Program Our Executive Bonus Program pays annual bonuses ranging from 0% to 200% of target by reference to three key metrics: adjusted operating income* adjusted free cash flow*, and adjusted revenue.* The Committee selected these metrics to be transparent and to provide clarity and consistency in calculating bonuses. In setting short-term incentive goals, SPX management and the Committee utilized a number of data points to focus targets on driving the Company’s strategic priorities, including setting goals that incentivize delivery of annual objectives. 2023 targets were set to drive continued growth in adjusted revenue*, adjusted operating income*, and adjusted free cash flow*. As previously discussed, we were able to deliver very strong financial performance in 2023. The majority of our businesses exceeded their revenue targets and showed positive growth in operating income through active management of pricing, the delivery of continuous improvement initiatives and cost controls. Cost controls at the Corporate level also facilitated a positive impact on the adjusted operating income*. As a result, we achieved year-over-year growth in adjusted revenue* and adjusted earnings per share* of approximately 12% and 39%, respectively. In addition, we generated strong adjusted free cash flow* reporting $295.3 million. All three metrics generated over double digit improvement from prior year results. The table below shows the 2023 threshold, target, and maximum goals for each of the relevant metrics under our Executive Bonus Program, as well as the actual performance results. Threshold payout is 50% of target and maximum payout is 200% of target, with linear interpolation of payouts for results between threshold and target or between target and maximum.

  63. Annual Incentive

    | 32 | 2024 PROXY STATEMENT | |

  64. Annual Incentive

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

  65. Annual Incentive

    For 2023, adjusted operating income* of $271.2 million resulted in a 200% payout, with a weighting of 50%. Adjusted free cash flow* of $295.3 million resulted in a 200% payout, with a weighting of 25%. Adjusted revenue* of $1,639.7 million resulted in a 200% payout, with a weighting of 25%. Accordingly, based on these performance metrics the cumulative payout for 2023 results would be 200% of target for those NEOs with 100% of their bonus tied to corporate metrics. Mr. Lowe, Mr. Carano, Mr. Data, and Mr. Reilly’s bonus payouts are tied 100% to the corporate results. Mr. Swann and Mr. McClenaghan have target incentives that include both business unit and corporate results: 75% of each of their incentives is based on their respective roles as a business unit or segment President, and 25% is based on corporate metrics. For 2023, the segment performance achievement metric for Mr. Swann was 149.0%, generating an overall payout of 162.0% for him, and the business unit performance achievement metric for Mr. McClenaghan was 195.0%, generating an overall payout of 196.2% for him. We do not include the specific segment and business unit financial metrics and performance levels for Mr. Swann and Mr. McClenaghan because we believe this information is confidential information and its public disclosure could cause competitive harm to those businesses. At the time these performance goals were set, the Committee deemed the target performance levels to be realistic “stretch” goals, with a maximum payout possible only in the event of superior performance. Following application of calculated awards, the payout by named executive officer is noted in the table below. Mr. Reilly’s annual incentive payout is prorated based on time service prior to his retirement. * Non-GAAP financial measure. Reconciliations of amounts presented as non-GAAP financial measures with the amounts of the most comparable measures calculated and presented in accordance with GAAP are presented in Appendix E of this Proxy Statement. Executive Bonus Results for 2023 The table below shows the total annual bonuses earned by our NEOs for 2023.

  66. Annual Incentive

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

  67. Annual Incentive

    (1)Mr. Reilly’s bonus was prorated for his length of service in 2023.

  68. Long-Term Incentives

    Long-Term Incentives Long-term incentives are an integral part of our executive compensation program. They are designed to align the financial interests of our NEOs with those of our stockholders through performance-based compensation that correlates with the creation of long-term stockholder value. Our long-term incentive awards also support our executive retention strategy. For 2023, the Committee approved the following mix of LTI awards, which awards were granted in March 2023 under our stockholder approved plans:

  69. Long-Term Incentives

    | | 2024 PROXY STATEMENT | 33 |

  70. Long-Term Incentives

    Stock Options (25% Weighting) In 2023, awards of Options were granted to eligible participants, including each of the NEOs, other than Mr. Reilly. The Committee approved the 2023 Option grants to the NEOs in March 2023. The exercise price per share of the 2023 Options is the closing trading price per share on the NYSE on the date of grant. The 2023 Options grant agreement provides generally for time-based ratable vesting in equal installments (of 33 1/3 percent per year) over a three-year period (generally subject to continued service during the period) with a maximum exercise term of ten years. The Committee approves all grants of Options to officers based on its equity grant guidelines. Performance Stock Units (50% Weighting) The 2023 awards of PSUs provide eligible participants, including each of the NEOs, other than Mr. Reilly, the opportunity to receive shares of common stock based on pre-established financial performance targets over a specified three-year period (and generally subject to continued service during the performance period). The performance criteria for the PSUs are based on the r-TSR of SPX as compared to the results of a peer group within the S&P 600 Small Cap Capital Goods Index. At grant date, this peer group was comprised of 57 companies that compete in similar markets. Payouts under the program are made in shares of our common stock and range from 0% to 150% based on our TSR achievement versus the peer group. Threshold payout is 50% of target and maximum payout is 150% of target, with linear interpolation of payouts for results between threshold and target or between target and maximum. Threshold payout is achieved at the 30th percentile, target at the 50th percentile, and maximum at the 75th percentile. No payout is awarded unless SPX performance is equal to or greater than the 30th percentile. Payout cannot exceed target if our TSR is negative. Restricted Stock Units (25% Weighting) As part of the 2023 long-term incentive program, participants, including each of the NEOs, other than Mr. Reilly, received RSUs. The Committee approved the 2023 RSU grants to the NEOs in February 2023, other than the award to Mr. McClenaghan which was approved in connection with his commencement of his employment. The 2022 RSU grant agreement provides generally for time-based ratable vesting in annual installments (of 33 1/3 percent per year) over a three-year period (generally subject to continued service during the period). The Committee approves all grants of RSUs to be issued by the Company pursuant to approved equity grant guidelines. In addition, to offset the loss of incentive compensation under his prior employment arrangement, in connection with the commencement of his employment with the Company, Mr. Carano was granted restricted stock units having a value at grant equal to approximately $250,000. These restricted stock units vest in annual one-third increments over three years from the date of grant, with vesting contingent upon Mr. Carano’s continued employment. Our NEOs received the following long-term incentive award opportunities in 2023:

  71. Long-Term Incentives

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

  72. Long-Term Incentives

    (1)In addition to annual grant of 2,408 RSUs, Mr. Carano received a grant of 3,499 RSUs effective February 1, 2023 in connection with the commencement of his employment in January 2023 to offset the loss of a portion of the incentive compensation under his prior employment arrangement. These additional RSUs vest in annual one-third increments over three years from the date of grant, contingent upon Mr. Carano’s continued employment. (2)Mr. Reilly did not receive a long-term equity grant in 2023 given his retirement. The allocation of Options was based on the Black-Scholes valuation and RSUs and PSUs were based on the average closing fair market value of SPX stock for the 15 trading days immediately preceding the date of grant. The amounts included for PSUs in the “Summary Compensation Table” beginning on page 39 and in the table included in “Grants of Plan-Based Awards” beginning on page 42 are based on the grant date fair value of the PSUs determined using financial accounting assumptions as required by SEC rules for reporting the related compensation in those tables, which differ from the values assigned to these awards in the allocations described above.

  73. Long-Term Incentives

    | 34 | 2024 PROXY STATEMENT | |

  74. Long-Term Incentives

    Outstanding equity awards are more fully described in the “Outstanding Equity Awards at Fiscal Year-End” table in “Executive Compensation,” beginning on page 44. Performance Stock Units Awards in 2021 The grant of PSUs made in February 2021 to the NEOs other than Mr. Carano and Mr. McClenaghan (who joined SPX after those grants had been made) covered the measurement period of January 1, 2021 through December 31, 2023. The performance metric for these PSUs measures r-TSR compared to a peer group within the S&P 600 Small Cap Capital Goods Index. Total stockholder return delivered in the measurement period was 66.99%, which ranked in the 68th percentile, compared to threshold of 30th percentile, target of 50th percentile, and maximum of 75th percentile. The resulting performance achievement of the February 2021 grant was a 136.0% payout of the PSUs. The final value of the payout reflects both the appreciation of the value of stock since the time of the grant and the payout at 136.0% of the performance award.

  75. Compensation Clawback Policies

    To facilitate the application of the Dodd-Frank clawback policy, the Company requires recipients of awards of incentive compensation based wholly or in part upon the attainment of any financial reporting measure, including relative TSR, to agree to repay any such excess compensation in accordance with the policy. Since 2013, our equity award agreements have provided that awards are subject to any compensation recovery policy adopted by the Company, as amended from time to time.

  76. Termination and Change-in-Control Provisions

    Termination and Change-in-Control Provisions As described below, all our NEOs who are currently employed, except Mr. Lowe, have entered into the current form of our change-in-control agreement as filed with the SEC. On September 28, 2015, the Committee recommended, and the Board approved, an employment agreement and a change-in-control agreement for Mr. Lowe, President and Chief Executive Officer, and the form of severance benefit agreements and change-in-control agreements for all other current executive officers. The Committee reviews these agreements annually considering stakeholder interests and market competitiveness and will address adjustments as it deems appropriate. Our severance arrangements are designed to protect stockholder interests by stabilizing management during periods of uncertainty. Executives often assign significant value to severance agreements because these agreements provide compensation for lost professional opportunities in the event of a negative qualifying event following a change-in-control. Severance agreements can also be a powerful tool to discourage entrenchment of management, in that these agreements can offset the risk of financial and professional loss that management may face when recommending a sale to or merger with another company. Our severance arrangements are structured to serve the above functions, which differ, and are perceived by recipients to differ, from pay for performance. Accordingly, decisions relating to other elements of compensation have minimal effect on decisions relating to existing severance agreements. As described above, all our NEOs who are currently employed, except Mr. Lowe, have entered into the most current form of our severance benefit agreement as filed with the SEC. In lieu of a separate severance benefit agreement, we have entered into an employment agreement with Mr. Lowe that provides for certain severance benefits. We utilize a double-trigger in the event of a change-in-control. If the executive officer experiences a qualifying negative employment action following a change-in-control, then the executive officer becomes immediately vested in all previously granted unvested SPX equity, including shares subject to performance vesting, at the target level of vesting. This feature is designed to be equitable in the

  77. Termination and Change-in-Control Provisions

    | 36 | 2024 PROXY STATEMENT | |

  78. Termination and Change-in-Control Provisions

    event of dismissal without cause or resignation for good reason, and we believe it is appropriate in the event of termination following a change-in-control. Severance and change-in-control terms are further discussed and quantified in “Potential Payments Upon Termination or Change-in-Control,” beginning on page 48.

  79. Risk Analysis

    Risk Analysis Management regularly monitors and reviews our compensation program and the related risks and reports its findings to the Committee. We do not believe our compensation policies and practices give rise to risks that are reasonably likely to have a material adverse effect on our Company. In reaching this conclusion, we considered the following factors: •Our compensation program is designed to provide a mix of both fixed and variable incentive compensation. •The variable portions of compensation (cash incentive and equity awards) are designed to reward both annual performance and longer-term performance. We believe this design mitigates any incentive for short-term risk-taking that could be detrimental to our Company’s long-term best interests. •For business unit level executives, a significant percentage of their compensation is based on the performance of our Company as a whole. This is designed to mitigate any incentive to pursue strategies that might maximize the performance of a single operating business unit to the detriment of our Company as a whole. •Our executive officers are subject to stock ownership guidelines that we believe incentivize our executives to consider the long-term interests of our Company and our stockholders and discourage excessive risk-taking that could negatively impact our stock price. •The Committee exercises risk oversight of our executive compensation program. •A qualitative risk assessment concluded that our plans do not have an unreasonable ratio between fixed and variable compensation. The annual bonus plans are capped at specified maximum percentages, which limits incentives to undertake excessive risk. •The management annual bonus plan also has clawback provisions relating to any fraud, manipulation, or negligence in connection with computation of performance measures or payments under the plans. •Incentive plans are primarily determined by a formula tied directly to Company performance. •Sales incentive plans are regularly reviewed within the context of enterprise risk. •In addition to the structure of our plans, we mitigate any risk that may be generated by compensation plans through management oversight, compliance training and enforcement, and periodic reviews. No single SPX business unit carries a significant portion of the Company’s risk profile, or has compensation structured in a significantly different manner than other business units within the Company, regardless of relative business unit profitability or compensation expense as a percentage of revenues. Management does not believe that any of the design features pose a significant concern. Based upon this analysis, we determined that the compensation programs do not present a material risk.

  80. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation for our named executive officers during 2023. The “named executive officers” or “NEOs” are our Chief Executive Officer, our Chief Financial Officer, our next three most highly compensated officers who were executive officers at year end and a retired officer who served as interim Chief Financial Officer for the first few days of 2023. Only 2023 compensation amounts are provided for Mr. Carano, and only 2022 and 2023 compensation amounts are provided Messrs. Reilly and McClenaghan, as they were not NEOs prior to then.

  81. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Eugene J. Lowe, III President and Chief Executive Officer | 2023 | 1,026,849 | — | 3,175,978 | 1,051,658 | 2,277,000 | — | 127,129 | 7,658,614 | | | 2022 | 991,047 | — | 2,937,238 | 954,477 | 1,454,313 | — | 247,000 | 6,584,075 | | | 2021 | 953,181 | — | 3,245,177 | 1,087,376 | 1,143,493 | — | 88,258 | 6,517,485 | | Mark A. Carano(6) Vice President, Chief Financial Officer and Treasurer | 2023 | 497,260 | 100,000 | 787,103 | 173,222 | 700,000 | — | 29,320 | 2,286,905 | | J. Randall Data President, Heating and Global Operations | 2023 | 539,157 | — | 594,107 | 196,716 | 762,467 | — | 61,102 | 2,153,549 | | | 2022 | 516,444 | — | 583,800 | 189,705 | 505,293 | — | 85,097 | 1,880,339 | | | 2021 | 497,082 | — | 624,733 | 209,319 | 416,965 | — | 57,432 | 1,805,531 | | John W. Swann, III Segment President, Detection & Measurement | 2023 | 572,888 | — | 560,505 | 185,578 | 654,071 | — | 67,939 | 2,040,981 | | | 2022 | 511,855 | — | 514,021 | 167,031 | 425,828 | — | 139,158 | 1,757,893 | | | 2021 | 487,012 | — | 567,894 | 190,292 | 431,124 | — | 59,296 | 1,735,618 | | Sean McClenaghan(7) Segment President, HVAC | 2023 | 572,888 | 125,000 | 560,505 | 185,578 | 792,207 | — | 22,771 | 2,258,949 | | | 2022 | 148,822 | 125,000 | 490,519 | 490,541 | 154,281 | — | 5,800 | 1,414,963 | | Michael A. Reilly(8) Former Interim Chief Financial Officer & Treasurer, Chief Accounting Officer and VP Finance | 2023 | 122,339 | 150,000 | — | — | 121,783 | — | 23,553 | 417,675 | | | 2022 | 448,356 | — | — | — | 312,365 | — | 89,787 | 850,508 |

  82. SUMMARY COMPENSATION TABLE

    (1)NEOs are eligible to defer up to 50% of their salaries into the 401(k) Plan; and the SRSP. In 2023, the following NEOs deferred the following portions of their salaries into the 401(k) Plan and the SRSP:

  83. SUMMARY COMPENSATION TABLE

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

  84. SUMMARY COMPENSATION TABLE

    | | 2024 PROXY STATEMENT | 39 |

  85. SUMMARY COMPENSATION TABLE

    (2)The amounts reported in the above table were calculated in accordance with FASB Accounting Standard Codification Topic 718 (“Topic 718”) to reflect their grant date fair-value given vesting requirements. See Note 16 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding the calculation of these numbers. Amounts presented for 2023 include RSU and PSU awards. The values for PSUs assumes achievement at the target performance level. At the maximum performance level of 150%, Mr. Lowe would receive $3,186,650, Mr, Carano would receive $524,896, Mr. Data would receive $596,066, Mr. Swann would receive $562,388, and Mr. McClenaghan would receive $562,388. Mr. Reilly did not receive and RSU or PSU award in 2023. (3)Option Awards reflect the fair-value at time of grant in accordance with Topic 718 to reflect their grant date fair value given vesting requirements. See note 16 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 for additional information regarding the calculation of these numbers. See the “Grants of Plan-Based Awards” table for more information on these grants. (4)In 2024, the year in which they received the 2023 bonus payout, the following NEOs deferred the following portions of their bonuses into the 401(k) Plan and the SRSP:

  86. SUMMARY COMPENSATION TABLE

    | Name | Deferred into 401(k) Plan ($) | Deferred into SRSP ($) | | Eugene J. Lowe, III | 7,077 | 106,552 | | Mark A. Carano | 16,662 | — | | J. Randall Data | 20,027 | — | | John W. Swann, III | 6,362 | 25,200 | | Sean McClenaghan | 14,055 | — | | Michael A. Reilly | — | — |

  87. SUMMARY COMPENSATION TABLE

    (5)All Other Compensation for 2023 for NEOs is outlined in the table below:

  88. SUMMARY COMPENSATION TABLE

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

  89. SUMMARY COMPENSATION TABLE

    (a)We will make matching donations for charitable contributions made by employees up to a total of $5,000 per annum. We will make matching donations for executive officers up to a total of $10,000. Amounts represented are the matching contributions for 2023. (b)Represents guest travel accompanying executive officer on business travel. Values reflects the incremental costs (e.g., food and beverage). (c)Represents matching contributions made by the employer to the SRSP during the plan year. (d)Represents a $200 15-year service award gift card which includes a tax gross up. (6)Mr. Carano joined the Company in January 2023. To offset the loss of a portion of the incentive compensation under his prior employment arrangement, in connection with the commencement of his employment with the Company, Mr. Carano received a sign-on bonus of $100,000. Mr. Carano was obligated to repay the full amount of the sign-on bonus if he voluntarily terminated his employment with the Company or his employment was terminated by the Company for cause within 12 months of the payment date. The repayment obligation continues for the subsequent 12-month period upon a termination of employment under these circumstances, with the amount being ratably reduced for each month of his continued employment unless he fails to repay such amount upon the Company’s demand, in which case the full amount of the sign-on bonus is required to be repaid. The full amount of the sign-on bonus is included as “Bonus” for 2023. (7)Mr. McClenaghan joined the Company in September 2022 as President, Global Cooling and was appointed as Segment President, HVAC in January 2024. He received $125,000 in 2023 as the final installment of his sign-on bonus. (8)Mr. Reilly was appointed as Chief Financial Officer & Treasurer on an interim basis in September 2022 upon the resignation of the Company’s prior Chief Financial Officer and Treasurer and ceased serving in those capacities on January 3, 2023 upon the appointment and commencement of service of Mr. Carano as Chief Financial Officer, Vice President and Treasurer. Mr. Reilly continued to serve as Chief Accounting Officer and VP, Finance until his retirement on April 7, 2023. In light of his pending retirement, Mr. Reilly was awarded a cash bonus in lieu of an annual equity grant in recognition of his service as interim Chief Financial Officer & Treasurer.

  90. SUMMARY COMPENSATION TABLE

    | 40 | 2024 PROXY STATEMENT | |

  91. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The following table provides information regarding equity and non-equity awards granted to the NEOs in 2023.

  92. GRANTS OF PLAN-BASED AWARDS

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

  93. GRANTS OF PLAN-BASED AWARDS

    (1)The Committee approved the 2023 bonuses to each of the NEOs on February 9, 2024 and the 2023 LTI awards to each of such NEOs on March 1, 2023. The 2023 LTI awards are generally subject to continued service through the applicable performance or vesting period. (2)Represents the potential payout for 2023 bonuses. Threshold payout is 50% of target and maximum payout is 200% of target. For Mr. Reilly, his bonus target reflects a full-year target subject to proration based on employment termination date. Actual bonus earned for 2023 are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

  94. GRANTS OF PLAN-BASED AWARDS

    | 42 | 2024 PROXY STATEMENT | |

  95. GRANTS OF PLAN-BASED AWARDS

    (3)Represents the potential payout for the PSUs granted on March 1, 2023. Threshold payout is 50% of target and maximum payout is 150% of target, and is based on the three-year r-TSR versus a peer group within the S&P 600 Capital Goods Index for 2022-2024. Payout is capped at target if the Company TSR is negative. A description of our PSUs is included in the “Long-Term Incentives” section of the CD&A. (4)Represents the RSU awards for 2023. RSUs are time-based and do not have a performance requirement for vesting. The time-based awards vest 33 1/3 percent per year over three years on March 1, 2024, March 1, 2025, and March 1, 2026. A description of our RSUs is included in the “Long-Term Incentives” section of the CD&A. (5)Represents the number of Options awarded on the grant date, and vest 33 1/3 percent per year over three years on March 1, 2024 March 1, 2025, and March 1, 2026. (6)Represents the grant date fair value of each equity-based award based on the Monte-Carlo simulation model valuation technique for PSUs, the closing stock price on the date of grant for RSUs, and a Black-Scholes option-pricing model for stock options. Fair Value is based on Topic 718. See note 16 to the consolidated financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in the valuation of these awards. The values reported in this column for the PSUs were calculated at target.

  96. GRANTS OF PLAN-BASED AWARDS

    | | 2024 PROXY STATEMENT | 43 |

  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table details the outstanding equity awards held by each of our NEOs at December 31, 2023.

  98. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  99. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 44 | 2024 PROXY STATEMENT | |

  100. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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

  101. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (1)Unvested Options are subject to satisfaction of vesting criteria for the applicable year. Options vest at the rate of 33 1/3 percent in annual installments over three years beginning on the first anniversary of the grant date. LTI awards are generally subject to continued service through the applicable vesting period. (2)Based on the closing price of our common stock on the award date adjusted when applicable for the spin-off of SPX FLOW, Inc. on September 26, 2015. (3)Based on the closing price of our common stock of $101.01 on December 29, 2023, the last trading day of 2023. (4a)RSUs awarded on March 1, 2021, vest at the rate of 33 1/3 percent each year over three years beginning on the first anniversary of the grant date. LTI awards are generally subject to continued service through the applicable vesting period. (4b)PSUs awarded on March 1, 2021, become eligible to vest upon Committee certification of achievement, subject to satisfaction of external performance criteria for the three-year performance period. LTI awards are generally subject to continued service through the applicable vesting period. PSUs are capped at target if our TSR is negative. Amount presented assumes achievement at 136% performance level. (5a)RSUs awarded on March 1, 2022, vest at the rate of 33 1/3 percent each year over three years beginning on the first anniversary of the grant date. LTI awards are generally subject to continued service through the applicable vesting period. (5b)PSUs awarded on March 1, 2022, become eligible to vest upon Committee certification of achievement, subject to satisfaction of external performance criteria for the three-year performance period. LTI awards are generally subject to continued service through the applicable vesting period. PSUs are capped at target if our TSR is negative. Amount presented assumes achievement at 150% performance level. (6a)RSUs awarded on March 1, 2023, vest at the rate of 33 1/3 percent each year over three years beginning on the first anniversary of the grant date. LTI awards are generally subject to continued service through the applicable vesting period. (6b)PSUs awarded on March 1, 2023, become eligible to vest upon Committee certification of achievement, subject to satisfaction of external performance criteria for the three-year performance period. LTI awards are generally subject to continued 106% performance level. (7)RSUs awarded to Mr. Carano on February 1, 2023, vest at the rate of 33 1/3 percent per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of February 1, 2024, February 1, 2025, and February 1, 2026. LTI awards are generally subject to continued service through the applicable vesting period. (8)RSUs awarded to Mr. McClenaghan on October 1, 2022, vest at the rate of 33 1/3 percent per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of October 1, 2023, October 1, 2024, and October 1, 2025. LTI awards are generally subject to continued service through the applicable vesting period.

  102. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2024 PROXY STATEMENT | 45 |

  103. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table sets forth options exercised and stock vested for each of our NEOs in 2023.

  104. OPTION EXERCISES AND STOCK VESTED IN 2023

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Eugene J. Lowe, III | — | — | 56,617 | 4,125,815 | | Mark A. Carano | — | — | — | — | | J. Randall Data | 32,464 | 1,173,831 | 12,316 | 898,343 | | John W. Swann, III | — | — | 10,896 | 794,696 | | Sean McClenaghan | — | — | 2,961 | 241,025 | | Michael A. Reilly | 11,717 | 443,122 | 5,245 | 383,956 |

  105. OPTION EXERCISES AND STOCK VESTED IN 2023

    (1)Value realized on exercise and value realized on vesting is based on the closing price of our common stock on the New York Stock Exchange on the date of exercise or vesting, as applicable. In connection with the vesting of stock awards, our NEOs surrendered shares to satisfy tax withholding requirements, which reduced the number of shares acquired and actual value they received upon vesting.

  106. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table sets forth information relating to the SPX Supplemental Retirement Savings Plan (“SRSP”) for NEOs in 2023. Other members of senior-level management are also eligible to participate in the SRSP, a nonqualified deferred compensation plan that allows them to make pre-tax deferrals in excess of those permitted by the 401(k) Plan. Eligible executives may defer up to 50% of their base compensation (excluding annual bonuses) and up to 100% of their annual bonuses into the SRSP. Both base compensation and annual bonus deferral elections are made prior to the beginning of the year to which they relate. A company match is made to the SRSP after the maximum company match has been made under the 401(k) Plan, and the deferrals and match are allocated to the fund(s) under the SRSP as selected by the participant. In general, “eligible compensation” for purposes of the SRSP is the amount reported as wages on a participant’s Form W-2, (1) increased by (a) amounts contributed by the participant to the 401(k) Plan and the SPX Flexible Spending Account Plans, and (b) vacation and holiday pay paid after termination of employment; and (2) decreased by (a) reimbursements or other expense allowances, (b) fringe benefits (cash and non-cash), (c) moving expenses, (d) welfare benefits (provided that short-term disability payments are included and long-term disability payments are excluded), (e) employer-provided automobiles, mileage reimbursements, and car allowances for which no documentation is required, taxable and non-taxable tuition reimbursements, the taxable value of physical examinations, and group term life insurance coverage in excess of $50,000, (f) pay in lieu of notice, (g) deferred compensation, (h) the value of restricted shares and other equity awards, and (i) severance pay paid after termination of employment. All matching contributions into the SRSP are made in cash and invested according to the participant’s elections. All participant and matching contributions vest immediately. There is no minimum holding period. The SRSP is unfunded and earnings are credited on account balances based on participant direction within the similar investment choices available in the 401(k) Plan. All returns in the SRSP and the 401(k) Plan are at market rates. In-service distributions are not allowed under the SRSP. All amounts deferred under the SRSP after 2009 will be paid in a lump-sum payment six months following termination of employment. Participants may elect to receive their pre-2009 accounts in a lump sum, annual installments (two to ten years), or monthly installments (up to 120 months) upon separation from service, on a date that is a specified number of months after retirement or separation from service, or on a specified date following separation from service (no later than attainment of age 70 1/2).

  107. NONQUALIFIED DEFERRED COMPENSATION

    | 46 | 2024 PROXY STATEMENT | |

  108. NONQUALIFIED DEFERRED COMPENSATION

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

  109. NONQUALIFIED DEFERRED COMPENSATION

    (1)Contributions to the SRSP consisted of deferrals from 2023 base salary and 2022 bonus payout.

  110. NONQUALIFIED DEFERRED COMPENSATION

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

  111. NONQUALIFIED DEFERRED COMPENSATION

    (2)Represents matching amounts contributed by SPX to the SRSP. These amounts have been included in the All Other Compensation column of the Summary Compensation Table. (3)Aggregate earnings under the SRSP are not above market and, accordingly, are not included in the Summary Compensation Table.

  112. NONQUALIFIED DEFERRED COMPENSATION

    | | 2024 PROXY STATEMENT | 47 |

  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

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

  114. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

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

  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

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

  116. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

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

  117. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | 48 | 2024 PROXY STATEMENT | |

  118. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

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

  119. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

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

  120. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    (1)Two times current base salary. (2)Three times current base salary. (3)Reflects annual bonus, which is equal to a pro-rated portion of the highest of actual bonus for year preceding termination or current-year target bonus. (4)Two times annual bonus, which is equal to the highest of actual bonus for year preceding termination or current-year target bonus plus the amount, if any, that the bonus that would have been paid to the executive for the bonus plan year in which such termination of employment occurs, based on the performance level actually attained, exceeds the amount payable under the highest of prior actual or current target bonus. (5)Three times annual bonus, which is equal to the highest of actual bonus for year preceding termination or current year target bonus plus the amount, if any, that the bonus that would have been paid to the executive for the bonus plan year in which such termination of employment occurs, based on the performance level actually attained, exceeds the amount payable under the highest of prior actual or current target bonus. (6)Represents the accelerated vesting of all unvested PSUs (at assumed target performance level), RSUs, and Options. (7)Represents the accelerated vesting of all unvested PSUs (at assumed target performance level), RSUs, and Options, which would have otherwise vested within two years of termination for Mr. Lowe and within one year for Mr. Carano, Mr. Data, Mr. Swann, and Mr. McClenaghan. (8)Other compensation includes a payout, in lieu of unused vacation accrued through December 2023, as a result of a change in paid time-off policies affecting all relevant employees, which change was adopted in December 2022. (9)Sum of other compensation for Mr. Lowe includes: •Payout in lieu of unused vacation accrued through December 2023 as a result of a change in paid time-off policies affecting all relevant employees, which change was adopted in December 2022. •Maximum outplacement benefit for involuntary termination of $50,000. •The Company will reimburse premiums paid over benefit continuation period. Value shown represents group term life imputed income in year preceding termination. •The Company cost of health and welfare benefit continuation for 2 years. •The value of perquisites (annual physical, financial planning, and tax preparation) on the same basis as the executive was receiving in the year preceding termination for 2 years. (10)Sum of other compensation for Mr. Lowe includes: •Payout in lieu of unused vacation accrued through December 2023 as a result of a change in paid time-off policies affecting all relevant employees, which change was adopted in December 2022. •Maximum outplacement benefit for involuntary termination of $50,000. •The Company will reimburse premiums paid over benefit continuation period. Value shown represents group term life imputed income in year preceding termination. •The full cost of health and welfare and vision benefit continuation for 3 years. •The value of perquisites (annual physical, financial planning, and tax preparation) on the same basis as the executive was receiving in the year preceding termination for 3 years.

  121. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | | 2024 PROXY STATEMENT | 49 |

  122. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    (11)One times current base salary. (12)One times annual bonus, which is equal to the highest of actual bonus for year preceding termination or current year target bonus plus the amount, if any, that the bonus that would have been paid to the executive for the bonus plan year in which such termination of employment occurs, based on the performance level actually attained, exceeds the amount payable under the highest of prior actual or current target bonus. (13)Sum of other compensation for Mr. Carano, Mr. Data, Mr. Swann, and Mr. McClenaghan includes: •Payout in lieu of unused vacation accrued through December 2023 as a result of a change in paid time-off policies affecting all relevant employees, which change was adopted in December 2022. •Maximum outplacement benefit for involuntary termination of $35,000. •The Company will reimburse premiums paid over benefit continuation period. Value shown represents group term life imputed income in year preceding termination. •The Company cost of health and welfare benefit continuation for 1 year. •The value of perquisites (annual physical, financial planning, and tax preparation) on the same basis as the executive was receiving in the year preceding termination for 1 year. (14)Sum of other compensation for Mr. Carano, Mr. Data, Mr. Swann, and Mr. McClenaghan includes: •Payout in lieu of unused vacation accrued through December 2023 as a result of a change in paid time-off policies affecting all relevant employees, which change was adopted in December 2022. •Maximum outplacement benefit for involuntary termination of $35,000. •The Company will reimburse premiums paid over benefit continuation period. Value shown represents group term life imputed income in year preceding termination. •The full cost of health and welfare and vision benefit continuation for 2 years. •The value of perquisites (annual physical, financial planning, and tax preparation) on the same basis as the executive was receiving in the year preceding termination for 2 years.

  123. CEO Pay Ratio

    CEO Pay Ratio SEC rules require that we present a ratio of the total compensation of our CEO for 2023 to the total compensation received for 2023 by an identified median-compensated employee. These rules do not prescribe a particular method for identifying the median-compensated employee and permit companies to use reasonable methods for determining the median-compensated employee for the basis of presenting this ratio. The 2023 annual total compensation for the identified median-compensated employee was $59,873 and the annual total compensation of our CEO was $7,658,614. Based on this information, for 2023 the ratio of the annual total compensation of our CEO to that of the identified median-compensated employee was 127.9 to 1. To identify the median-compensated employee in 2023, we conducted a full analysis of our total employee population as of December 31, 2023, without the use of statistical sampling. We determined our median-compensated employee using “total compensation” paid during the full year 2023. “Total compensation” for this purpose consisted of gross wages which included base wages, overtime, shift differential, incentives, paid time off, and perquisites, as applicable. We did not annualize gross wages for employees who were not employed for the full year in 2023. For those employees located outside of the US, currencies were converted to US Dollars using the posted Bloomberg market rates as of December 21, 2023. In determining the pay ratio for 2024, we calculated the total compensation of the median-compensated employee using the same method used in calculating the total compensation of our CEO, as reported in the Summary Compensation Table on page 39. This pay ratio is a reasonable estimate calculated in a manner consistent with the applicable SEC rules using the data and method summarized above. As noted above, SEC rules for identifying the median-compensated employee allow companies to adopt a variety of methods to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the median employee compensation amount and CEO pay ratio reported by other companies may not be comparable to the amount and ratio reported above.

  124. CEO Pay Ratio

    | 50 | 2024 PROXY STATEMENT | |

  125. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission (“SEC”) pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive “Compensation Actually Paid” calculated in a manner prescribed by applicable SEC Rules and certain Company performance for the fiscal years listed below. As identified in the footnotes to the table, the determination of Compensation Actually Paid includes adjustments to reflect, among other things, period-to-period changes in the value of unvested equity awards. Accordingly, such amounts do not reflect the value of compensation actually delivered to, or received by, our executive officers in the period reported in the table, as the amount of actual compensation received by any executive officers depends on whether the executive officer satisfies the conditions for vesting of any such award, the extent to which performance conditions for performance-based awards are satisfied, and the value of our common stock on the date such awards vest (or, with respect to options, on the date that vested options are exercised). You should refer to “Compensation Discussion & Analysis” for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  126. Pay Versus Performance

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

  127. Pay Versus Performance

    (1)Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

  128. Pay Versus Performance

    | | 2024 PROXY STATEMENT | 51 |

  129. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $7,658,614 | $1,831,612 | $6,584,075 | $1,455,245 | $6,517,485 | $1,808,368 | $6,117,525 | $1,530,729 | | Adjustments for Pension | | | | | | | | | | Adjustment for Summary Compensation Table Pension | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Amount added for current year service cost | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Amount added for prior service cost impacting current year | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Total Adjustments for Pension | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Adjustments for Equity Awards | | | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(4,227,636) | $(648,663) | $(3,891,715) | $(665,163) | $(4,332,553) | $(736,534) | $(3,793,348) | $(658,566) | | Year-end fair value of unvested awards granted in the current year | $6,666,643 | $1,010,323 | $6,166,741 | $706,347 | $4,007,180 | $581,044 | $4,353,984 | $771,638 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $6,617,856 | $672,711 | $1,504,739 | $152,179 | $(266,937) | $(16,655) | $664,368 | $99,208 | | Fair values at vest date for awards granted and vested in current year | $0 | $0 | $0 | $0 | $0 | $15,204 | $0 | $0 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $695,892 | $94,384 | $(981,146) | $(97,875) | $149,554 | $16,606 | $(453,762) | $(62,391) | | Forfeitures during current year equal to prior year-end fair value | $0 | $0 | $0 | $(192,664) | $0 | $(45,598) | $0 | $0 | | Dividends or dividend equivalents not otherwise included in the total compensation | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Total Adjustments for Equity Awards | $9,752,755 | $1,128,755 | $2,798,620 | $(97,176) | $(442,757) | $(185,932) | $771,242 | $149,888 | | Compensation Actually Paid (as calculated) | $17,411,369 | $2,960,366 | $9,382,695 | $1,358,069 | $6,074,728 | $1,622,435 | $6,888,767 | $1,680,617 |

  130. Pay Versus Performance

    (2)Equity valuations assumptions for calculating Compensation Actually Paid are not materially different from grant date valuation assumptions. (3)Non-CEO NEOs reflected the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year •2023: Michael Reilly, Randall Data, John Swann, Sean McClenaghan, Mark Carano •2022: Michael Reilly, Randall Data, John Swann, Sean McClenaghan, James Harris •2021: Randall Data, John Swann, James Harris, Brian Mason, John Nurkin •2020: Randall Data, John Swann, James Harris, Brian Mason, Scott Sproule (4)The peer group comprises the component companies of the S&P 1500 Industrials Index. In the 2023 proxy statement, the peer TSR values were presented incorrectly. Peer TSR values were derived using the S&P 1500 Industrials price return index, instead of a dividend adjusted gross return value. The 2020, 2021 and 2022 values are restated above using the correct TSR calculation methodology. In last year’s proxy statement, peer TSR was presented as $110, 132 and $122 for 2020, 2021 and 2022. (5)Please refer to Appendix E in this proxy statement for a reconciliation of GAAP to non-GAAP Adjusted Operating Income.

  131. Pay Versus Performance

    | 52 | 2024 PROXY STATEMENT | |

  132. PAY VERSUS PERFORMANCE: GRAPHICAL DESCRIPTION

    PAY VERSUS PERFORMANCE: GRAPHICAL DESCRIPTION The illustrations below provide a graphical description of Compensation Actually Paid and the following measures: •the Company’s cumulative TSR and the Peer Group’s cumulative TSR; •the Company’s net income; and •the Company selected measure, which for SPX is adjusted operating income.

  133. Compensation Actually Paid and Cumulative TSR / Cumulative TSR of Peer

    Compensation Actually Paid and Cumulative TSR / Cumulative TSR of Peer

  134. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  135. Compensation Actually Paid and Adjusted Operating Income

    Compensation Actually Paid and Adjusted Operating Income

  136. How do I submit a director nominee?

    How do I submit a director nominee? If you wish to submit a nominee for director for the 2025 Annual Meeting, our Corporate Secretary must receive written notice of your intended nomination on or before January 14, 2025. You should send your nomination to our Corporate Secretary at our address on the cover of this Proxy Statement. For a nomination to be properly brought before an annual meeting, your notice of nomination must comply with the requirements of our By-Laws. 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. You may also make recommendations for director nominees to the Governance & Sustainability Committee. Director nominations made to the Governance & Sustainability Committee is more fully described in the “Director Nominees, Qualifications, and Diversity” section, beginning on page 5.

  137. How do I submit a director nominee?

    | 74 | 2024 PROXY STATEMENT | |