DEF 14A of SPX Technologies, Inc., Mar 31, 2026

DEF 14A of SPX Technologies, Inc.

Filed Mar 31, 2026 · FY20250000088205-26-000019

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 2027 Annual Meeting | 16 | | Director and Nominee Skills and Experience | 19 | | OWNERSHIP OF COMMON STOCK | 21 | | Stock Ownership Guidelines | 21 | | Ownership of Common Stock | 22 | | Directors and Executive Officers | 22 | | Principal Stockholders | 23 | | Section 16(a) Reports | 23 | | EXECUTIVE COMPENSATION | 24 | | Compensation Discussion and Analysis | 24 | | Risk Analysis | 36 | | Compensation Committee Report | 36 | | Compensation Tables | 37 | | Summary Compensation Table | 37 | | Grants of Plan-Based Awards | 39 | | Outstanding Equity Awards at Fiscal Year-End | 40 | | Option Exercises and Stock Vested | 42 | | Nonqualified Deferred Compensation | 42 | | Potential Payments upon Termination or Change-In-Control | 44 | | CEO Pay Ratio | 46 | | Pay Versus Performance Disclosure | 47 | | Equity Compensation Plan Information | 50 |

  2. DIRECTOR NOMINEES AND QUALIFICATIONS

    DIRECTOR NOMINEES AND QUALIFICATIONS 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: •Integrity; •Business and professional accomplishments; •Ability to understand our businesses; •Willingness to devote the necessary time to Board duties; •Demonstrated ability to make independent analytical inquiries; •Absence of conflicts of interest; 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 19. 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. Knowledge of our industries and strategic perspective, as well as financial expertise, operational experience, and expertise with strategy development (including mergers and acquisitions) are examples of attributes that our Board and the Governance & Sustainability Committee consider important. The Governance & Sustainability Committee also considers effective interaction among Board members and between the Board and management to be crucial factors in considering individuals for nomination. The Governance & Sustainability Committee regularly reviews the participation of individual directors to ensure 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 a 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 does not mandate director retirement based on age. 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

  3. DIRECTOR NOMINEES AND QUALIFICATIONS

    | 6 | 2026 PROXY STATEMENT | |

  4. DIRECTOR NOMINEES AND QUALIFICATIONS

    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.

  5. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  6. Travel Reimbursements

    | DIRECTOR COMPENSATION |

  7. Director Compensation Table

    Director Compensation Table The following table summarizes the compensation of our non-employee directors who served during 2025.

  8. 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) | 140,098 | 10,000 | 365,098 | | Ricky D. Puckett | 105,000(b) | 140,098 | 10,000 | 255,098 | | David A. Roberts | 90,000 | 140,098 | 10,000 | 240,098 | | Meenal A. Sethna | 110,000(c) | 140,098 | 8,960 | 259,058 | | Ruth G. Shaw | 105,000(d) | 140,098 | 10,000 | 255,098 | | Robert B. Toth | 90,000 | 140,098 | 2,000 | 232,098 | | Tana L. Utley | 90,000 | 140,098 | 5,000 | 235,098 | | Angel Shelton Willis | 90,000 | 140,098 | 8,250 | 238,348 |

  9. 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 & Sustainability Committee Chair. (2)On May 13, 2025, each non-employee director received a RSU grant with a grant date fair value of $140,098 (892 RSUs) that vests the day before the next annual meeting following the grant date. (3)Represents matching donations for qualified charitable contributions.

  10. Director Compensation Table

    | 12 | 2026 PROXY STATEMENT | |

  11. 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. Following approval by our stockholders at the 2024 annual meeting of stockholders, we filed an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) to implement a gradual declassification of the Board of Directors over a three-year period. Pursuant to the Declassification Amendment, the Amended and Restated Certificate provides that, at this Annual Meeting, the successors of the class of directors whose terms expire at this Annual Meeting will be elected to hold office for a term expiring at the annual meeting of stockholders to be held in 2027 (the “2027 Annual Meeting”). At the conclusion of this Annual Meeting, the terms of all directors, including those elected at the 2024 and 2025 annual meetings of stockholders, will have terms expiring at the 2027 Annual Meeting. After the 2027 Annual Meeting, directors will no longer be divided into classes and all directors will be elected for terms expiring at the next succeeding annual meeting. At this Annual Meeting, you will be asked to elect three directors, Mr. Puckett, Ms. Sethna, and Ms. Utley, for a one-year term expiring at the 2027 Annual Meeting. Each of the director nominees is a current SPX director. Dr. Shaw, Mr. Toth, and Ms. Willis were each elected to a three-year term by our stockholders at our 2024 Annual Meeting of Stockholders, and Mr. Lowe, Mr. O’Leary, and Mr. Roberts were each elected to a two-year term by our stockholders at our 2025 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. Your shares will be voted as you specify on the proxy card that accompanies this Proxy Statement. If you do not specify how you want your shares voted, then we will vote them FOR the election of each of Mr. Puckett, Ms. Sethna, and Ms. Utley. 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.

  12. PROPOSAL 1: ELECTION OF DIRECTORS

    | | 2026 PROXY STATEMENT | 13 |

  13. Nominees for Election to Serve Until 2027 Annual Meeting

    Nominees for Election to Serve Until 2027 Annual Meeting

  14. Nominees for Election to Serve Until 2027 Annual Meeting

    | Rick Puckett Retired Executive Vice President, CFO, Treasurer and Chief Administrative Officer, Snyder’s-Lance, Inc. Age: 72 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. |

  15. Nominees for Election to Serve Until 2027 Annual Meeting

    | Meenal Sethna Executive Vice President and Chief Financial Officer, Option Care Health, Inc. Age: 56 Director since: 2019 Committees: •Audit (Chair) •Gov. & Sustainability | | | | PROFESSIONAL HIGHLIGHTS Meenal A. Sethna has served as Executive Vice President and Chief Financial Officer of Option Care Health, Inc., a provider of home and alternate site infusion services, since October 2025 and is responsible for finance and accounting, tax and treasury, investor relations, digital and information technology and internal audit. She served as Executive Vice President and Chief Financial Officer of Littelfuse, Inc., a diversified, industrial technology manufacturing company, from 2016 to September 2025. 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. |

  16. Nominees for Election to Serve Until 2027 Annual Meeting

    | 14 | 2026 PROXY STATEMENT | |

  17. Nominees for Election to Serve Until 2027 Annual Meeting

    | Tana Utley Retired Vice President of Large Power Systems Division, Caterpillar Inc. Age: 62 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. |

  18. Nominees for Election to Serve Until 2027 Annual Meeting

    | | YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF MR. PUCKETT, MS. SETHNA AND MS. UTLEY AS DIRECTORS FOR A ONE-YEAR TERM EXPIRING AT THE ANNUAL MEETING OF STOCKHOLDERS IN 2027. |

  19. Nominees for Election to Serve Until 2027 Annual Meeting

    | | 2026 PROXY STATEMENT | 15 |

  20. Directors Continuing to Serve Until 2027 Annual Meeting

    Directors Continuing to Serve Until 2027 Annual Meeting

  21. Directors Continuing to Serve Until 2027 Annual Meeting

    | Ruth Shaw Retired Group Executive for Public Policy and President of Duke Nuclear, Duke Energy Corporation Age: 78 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. |

  22. Directors Continuing to Serve Until 2027 Annual Meeting

    | Bob Toth Former Chairman, Chief Executive Officer and President, Polypore International, Inc. Age: 65 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. |

  23. Directors Continuing to Serve Until 2027 Annual Meeting

    | 16 | 2026 PROXY STATEMENT | |

  24. Directors Continuing to Serve Until 2027 Annual Meeting

    | Angel Shelton Willis Executive Vice President, Global General Counsel & Corporate Affairs Officer, The Kraft Heinz Company Age: 55 Director Since: 2021 Committees: •Audit •Gov. & Sustainability | | | | PROFESSIONAL HIGHLIGHTS Angel Shelton Willis has served as Executive Vice President, Global General Counsel and Corporate Affairs Officer of The Kraft Heinz Company, a global food and beverage producer, since November 2024. She is responsible for leading the Global Legal and Corporate Affairs teams, which include Ethics & Compliance, Government Affairs, Regulatory and Communications. Before joining Kraft Heinz, Ms. Willis served as Vice President, General Counsel and Secretary of Sealed Air Corporation from 2019 to 2024. Prior to Sealed Air, Ms. Willis spent 14 years at Ingersoll Rand Company (now Trane Technologies) in several leadership roles from 2005 to 2019, including as Vice President & Deputy General Counsel, M&A and General Counsel, Trane Commercial. Prior to Ingersoll Rand, she was Corporate Counsel at Cummins, Inc., from 2002 to 2005, and began her legal career as Associate at Ice Miller from 1996 to 2002. Ms. Willis holds a bachelor’s degree in political science and economics and a master’s degree in business administration from Clemson University. She also earned a Juris Doctor degree from the University of Illinois Urbana-Champaign. 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. |

  25. Directors Continuing to Serve Until 2027 Annual Meeting

    | Gene Lowe President and CEO, SPX Technologies, Inc. Age: 58 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. |

  26. Directors Continuing to Serve Until 2027 Annual Meeting

    | | 2026 PROXY STATEMENT | 17 |

  27. Directors Continuing to Serve Until 2027 Annual Meeting

    | Patrick O’Leary Retired Executive Vice President, Finance, Treasurer and CFO, SPX Corporation Age: 68 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 and is a Certified Public Accountant in Massachusetts. 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. |

  28. Directors Continuing to Serve Until 2027 Annual Meeting

    | Dave Roberts Retired Chairman of the Board and Executive Chairman, President and CEO, Carlisle Companies, Inc. Age: 78 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. |

  29. Directors Continuing to Serve Until 2027 Annual Meeting

    | 18 | 2026 PROXY STATEMENT | |

  30. 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; •Each named executive officer included in the Summary Compensation Table on page 37; and •All directors and executive officers as a group. Unless otherwise noted, amounts and percentages are as of March 16, 2026.

  31. 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 WHO ARE NOT NAMED EXECUTIVE OFFICERS | | | | | | | Patrick J. O’Leary | 15,382 | — | 25,211 | 40,593 | * | | Ricky D. Puckett | 20,343 | — | 13,427 | 33,770 | * | | David A. Roberts | 31,945 | 892 | 8,648 | 40,593 | * | | Meenal A. Sethna | 6,542 | 892 | 7,672 | 14,214 | * | | Ruth G. Shaw | 38,525 | 892 | 2,068 | 40,593 | * | | Robert B. Toth | 24,892 | 892 | — | 24,892 | * | | Tana L. Utley | 15,382 | — | 25,211 | 40,593 | * | | Angel Shelton Willis | 8,610 | 892 | — | 8,610 | * | | NAMED EXECUTIVE OFFICERS | | | | | | | Eugene J. Lowe, III | 1,111,087 | 355,936 | — | 1,111,087 | 2.20% | | Mark A. Carano | 17,557 | 9,409 | — | 17,557 | * | | Sean McClenaghan | 44,788 | 31,454 | — | 44,788 | * | | John W. Swann, III | 73,322 | 17,929 | — | 73,322 | * | | J. Randall Data | 47,308 | 14,143 | — | 47,308 | * | | All directors and executive officers as a group (15 persons) | 1,455,683 | 434,852 | 82,237 | 1,537,920 | 2.88% |

  32. DIRECTORS AND EXECUTIVE OFFICERS

    * Less than 1.0% (1)Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or executive officer can vote or transfer, stock options that are exercisable or would become exercisable within 60 days, and other shares a director or executive officer would have the right to acquire within 60 days. The number of our shares beneficially owned by each of the named executive officers and by all directors and 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.

  33. DIRECTORS AND EXECUTIVE OFFICERS

    | 22 | 2026 PROXY STATEMENT | |

  34. DIRECTORS AND EXECUTIVE OFFICERS

    (2)Represents shares of our common stock issuable under options that are exercisable or become exercisable within 60 days of March 16, 2026 and RSUs that vest within 60 days of March 16, 2026. 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 16, 2026 for each of the following: Mr. Lowe, 5,074 shares; Mr. Carano,469 shares; Mr. McClenaghan, 538 shares; Mr. Swann, 4,266 shares; Mr. Data, 3,835 shares; and all directors and executive officers as a group, 14,323 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.

  35. 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.

  36. PRINCIPAL STOCKHOLDERS

    | Name and Address | Shares of Common Stock Beneficially Owned(1) | Percent of Class(1) | | BlackRock, Inc.(2) 50 Hudson Yards New York, NY 10001 | 5,747,408 | 11.45% | | The Vanguard Group(3) 100 Vanguard Boulevard Malvern, PA 19355 | 5,000,918 | 9.97% |

  37. PRINCIPAL STOCKHOLDERS

    (1)Ownership amounts are based on the assumption that each of the principal stockholders continued to beneficially own, as of March 16, 2026, the amounts reflected in its most recent beneficial ownership report filed with the SEC. Percentage ownership is based on the number of shares of our common stock outstanding on March 16, 2026. (2)Based on information provided in a Schedule 13G/A filed with the SEC on January 21, 2026 by BlackRock, Inc., and certain affiliated entities (“BlackRock”) reporting beneficial ownership as of December 31, 2025. BlackRock reports having sole voting power with respect to 5,624,343, of the shares and sole dispositive power with respect to all the shares. The Schedule 13G/A indicates that Blackrock Fund Advisors beneficially owns five percent or more 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. Section 16(a) Reports Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors, executive 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, executive officer, or beneficial owner of more than 10% of our outstanding common stock failed to file on a timely basis during 2025 any reports required by Section 16(a).

  38. PRINCIPAL STOCKHOLDERS

    | | 2026 PROXY STATEMENT | 23 |

  39. EXECUTIVE COMPENSATION

    EXECUTIVE COMPENSATION Compensation Discussion and Analysis

  40. 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 2025 and their respective titles are listed in the table below:

  41. INTRODUCTION

    | Named Executive Officer | Title | | Eugene J. Lowe, III | President and Chief Executive Officer | | Mark A. Carano | Chief Financial Officer, Vice President and Treasurer | | Sean McClenaghan | Segment President, HVAC | | John W. Swann, III | Segment President, Detection & Measurement | | J. Randall Data* | Former President, Global Operations and Data Center Solutions |

  42. INTRODUCTION

    *Mr. Data retired as President, Global Operations and Data Center Solutions on March 20, 2026.

  43. 2025 Compensation Highlights

    2025 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 2025: •Base Salary. Annual salary increases ranged from 4.5% to 7.0% for our NEOs. 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 31. •Annual Incentive. Based on our corporate performance results, awards under our Executive Bonus Program were paid at 163.9% of target. This payout applied to all our NEOs, with the exception of Mr. Swann, whose payout was 190.2% of target and Mr. McClenaghan whose payout was 139.2% of target, with the payouts to these executive officers being based on both segment and corporate results. For details on each NEO’s award, please see pages 31-32. •Long-Term Incentives. All of our NEOs, except Mr. Data, received equity and equity-based awards in 2025. Target award amounts and the mix of awards granted are described on page 32 of this CD&A. All of the NEOs received performance share awards in 2023 with payout based on relative TSR for the measurement period of January 1, 2023 through December 31, 2025. The performance for these awards achieved the 89th percentile for relative TSR resulting in a 150.0% payout. For details, please see pages 32-33.

  44. 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 revenue, operating income, and cash flow. | | | | •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/AI, and Talent Development; •Includes a relative TSR component against our industry group index for long-term incentives to align with stockholder value; •Since 2003, frozen participation in our defined benefit pension and postretirement plans, with no NEO participants; •Prohibits NEO hedging or pledging of our common stock. |

  45. Components of Total Direct Compensation

    •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 a combination of the S&P 600 SmallCap Capital Goods and S&P 400 MidCap Capital Goods indices over a three-year performance measurement period, with potential payout range of 0% to 200% of target and target payout achievement at the 55th percentile. Payout cannot exceed target if our absolute 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 executive officers to be higher in range, against our peers, on all compensation program components. The Committee evaluates the Company’s compensation programs annually and considers a number of factors when determining the components of LTI compensation, including equity use and dilution, compensation trends to attract and retain talent, and alignment of incentives with Company performance and peer group analysis.

  46. 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 2025 Peer Group of companies listed on page 30, 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 2022 through 2024 while our CEO’s total compensation represents 2023 through 2025 and our total shareholder return is for December 31, 2022 through December 31, 2025.

  47. The Role of the Independent Compensation Consultant

    The Role of the Independent Compensation Consultant For 2025, the Committee retained Meridian Compensation Partners, LLC (“Meridian”) as its sole independent compensation consultant. Meridian does 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 management’s recommendations for compensation; 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.

  48. The Role of the Independent Compensation Consultant

    | | 2026 PROXY STATEMENT | 29 |

  49. The Role of the Independent Compensation Consultant

    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 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 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 Meridian and Meridian’s senior advisor involved in the engagement did not raise any conflict of interest and that it was independent.

  50. 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. For purposes of setting 2025 executive compensation, the Committee used the following peer companies (our “2025 Peer Group”):

  51. The Role of the Peer Group

    | SPX Peer Companies | | | Barnes Group Inc. | Graco, Inc. | | Chart Industries, Inc. | IDEX Corp. | | Crane Co. | ITT Inc. | | Curtiss-Wright Corp. | JBT Marel Corporation | | Enpro Inc. | Mueller Water Products, Inc. | | ESAB Corporation | Nordson Corp. | | ESCO Technologies Inc. | TriMas Corp. | | Federal Signal Corporation | Watts Water Technologies, Inc. | | Franklin Electric Co., Inc. | Zurn Elkay Water Solutions Corporation |

  52. The Role of the Peer Group

    The Committee selected this roster of peers after considering factors including: •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 2025 are approximately at the median of peer companies. The Committee reviews the peer group annually to ensure alignment and adds or removes companies as peers as it deems appropriate and necessary to maintain competitive and balanced alignment. In developing and approving the 2025 Peer Group, after reviewing recommendations made by Meridian, relative to the peer group selected for the prior year the Committee (1) removed Enviri Corporation due to a growing disparity between our own market capitalization, and (2) added ESCO Technologies, ITT Inc. and Mueller Water Products, Inc. to bolster the overall roster size while providing balance to larger companies in our peer group. 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.

  53. The Role of the Peer Group

    | 30 | 2026 PROXY STATEMENT | |

  54. 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 Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA)*, 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. Adjusted EBITDA* used for compensation purposes is calculated in a manner consistent with adjusted EBITDA* as presented by the Company in its quarterly and annual earnings announcements, with additional adjustments to eliminate the impact of acquisitions and dispositions occurring during the year and certain other items. Targets for 2025 were set to drive continued growth in adjusted EBITDA*, adjusted revenue*, and adjusted free cash flow*. As previously discussed, we delivered very strong financial performance in 2025, with double-digit growth in all three of our compensation-linked target metrics. Most of our businesses exceeded their revenue targets, reflecting continued robust demand for our products, favorable pricing, and strong operational execution across our platforms. We also generated substantial increases in Adjusted EBITDA* and Adjusted Free Cash Flow*, reflecting the scale benefits of higher sales, successful continuous improvement initiatives, and efficient cost management throughout the company. The table below shows the 2025 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.

  55. Annual Incentive

    | Performance Metric and Weighting | Level of Performance ($ Millions) | | | | Payout % | | | Threshold ($) | Target ($) | Maximum ($) | Actual ($) | | | Adjusted EBITDA* (50%) | $444.4 | $463.5 | $490.7 | $483.6 | 173.9% | | Adjusted Free Cash Flow* (25%) | $388.1 | $417.4 | $454.6 | $469.0 | 200.0% | | Revenue (25%) | $2,053.9 | $2,104.3 | $2,191.7 | $2,111.0 | 107.6% | | Total Corporate Results | | | | | 163.9% |

  56. Annual Incentive

    * 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 A of this Proxy Statement.

  57. Annual Incentive

    | | 2026 PROXY STATEMENT | 31 |

  58. Annual Incentive

    For 2025, adjusted EBITDA* of $483.6 million resulted in a 173.9% payout, with a weighting of 50%. Adjusted free cash flow* of $469.0 million resulted in a 200.0% payout, with a weighting of 25%. Adjusted revenue* of $2,111.0 million resulted in a 107.6% payout, with a weighting of 25%. Accordingly, based on these performance metrics the cumulative payout for 2025 results would be 163.9% of target for those NEOs with 100% of their bonus tied to corporate metrics. Mr. Lowe, Mr. Carano, and Mr. Data’s bonus payouts are tied 100% to the corporate results. Mr. Swann and Mr. McClenaghan have target incentives that include both segment and corporate results: 75% of each of their incentives is based on their respective roles as a segment President, and 25% is based on corporate metrics. For 2025, the segment performance achievement metric for Mr. Swann was 199.0%, generating an overall payout of 190.2%, and the segment performance achievement metric for Mr. McClenaghan was 131.0%, generating an overall payout of 139.2%. 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. * 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 A of this Proxy Statement. Executive Bonus Results for 2025 The table below shows the total annual bonuses earned by our NEOs for 2025.

  59. Annual Incentive

    | Named Executive Officer | Base Salary as of 12/31/2025 | Target Payout (as a % of Base Salary) | Bonus Achieved (% of Target Payout) | Total Bonus | | Eugene J. Lowe, III | $1,150,000 | 110.0% | 163.9% | $2,072,966 | | Mark A. Carano | $561,800 | 75.0% | 163.9% | $690,470 | | Sean McClenaghan | $648,035 | 70.0% | 139.2% | $631,371 | | John W. Swann, III | $632,894 | 70.0% | 190.2% | $842,694 | | J. Randall Data | $600,442 | 70.0% | 163.9% | $688,765 |

  60. 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 2025, the Committee approved the following mix of LTI awards, which awards were granted in February 2025 under our stockholder approved plans: Stock Options (25% Weighting) In 2025, awards of Options were granted to eligible participants, including each of the NEOs, other than Mr. Data. The Committee approved the 2025 Option grants to the NEOs in March 2025. The exercise price per share of the 2025 Options is the closing trading price per share on the NYSE on the date of grant. The 2025 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 executive officers based on its equity grant guidelines. The Committee’s practice is to grant annual option awards in late February or early March, several trading days after the filing of the Company’s Form 10-K for the preceding fiscal year, which is consistent with the Committee’s policy that option awards not be granted until after material information then-known to the Company that would affect the value of the options has been publicly disclosed.

  61. Long-Term Incentives

    | 32 | 2026 PROXY STATEMENT | |

  62. Long-Term Incentives

    Performance Stock Units (50% Weighting) The 2025 awards of PSUs provide eligible participants, including each of the NEOs, other than Mr. Data, 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 aggregated S&P 600 SmallCap and S&P 400 MidCap Capital Goods Indices. At grant date, this peer group was comprised of 103 companies that compete in similar markets. Payouts under the program are made in shares of our common stock and range from 0% to 200% based on our TSR achievement versus the peer group. 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. Threshold payout is achieved at the 30th percentile, target at the 55th percentile, and maximum at the 85th 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 2025 long-term incentive program, participants, including each of the NEOs, other than Mr. Data, received RSUs. The Committee approved the 2025 RSU grants to the NEOs in March 2025. The 2025 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. Our NEOs received the following long-term incentive award opportunities in 2025:

  63. Long-Term Incentives

    | Named Executive Officer | Target LTI Value | Units | | | | | | Options | PSUs | RSUs | | Eugene J. Lowe, III | $5,600,000 | 21,529 | 19,023 | 9,512 | | Mark A. Carano | $900,000 | 3,460 | 3,057 | 1,529 | | Sean McClenaghan | $1,100,000 | 4,229 | 3,737 | 1,868 | | John W. Swann, III | $835,000 | 3,210 | 2,836 | 1,418 | | J. Randall Data | — | — | — | — |

  64. Long-Term Incentives

    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 37 and in the table included in “Grants of Plan-Based Awards” beginning on page 39 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. In lieu of receiving any equity awards in 2025, Mr. Data received a discretionary bonus of $400,000 for 2025 in recognition of his continued service during the year. Outstanding equity awards are more fully described in the “Outstanding Equity Awards at Fiscal Year-End” table in “Executive Compensation,” beginning on page 40. Performance Stock Units Awards in 2023 The grant of PSUs made in March 2023 to the NEOs covered the measurement period of January 1, 2023 through December 31, 2025. The performance metric for these PSUs measures r-TSR compared to a peer group comprised of the S&P 600 SmallCap Capital Goods Index. Total stockholder return delivered in the measurement period was 198.5%, which ranked in the 89th percentile, compared to threshold of 30th percentile that would earn a 50% payout, target of 50th percentile, and maximum of 75th percentile that would earn a 150% payout. The resulting performance achievement of the March 2023 grant was a 150% 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 150% of the performance award.

  65. Compensation Clawback Policies

    Compensation Clawback Policies The Company maintains two executive compensation clawback policies with respect to its executive officers, including a policy adopted effective as of December 1, 2023 to address new requirements under rules recently adopted by the SEC and NYSE under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 mandating the clawback of incentive compensation upon the restatement of the Company’s financial statements (the “Dodd-Frank clawback policy”). The prior-existing clawback policy that had been adopted by the Company defines the economic consequences misconduct could have on the compensation of executive officers. Under that policy, we retroactively adjust compensation in the event of a restatement of financial or other performance results to the extent required under applicable rules under the Sarbanes-Oxley Act of 2002. Our executive bonus program provides for repayment or forfeiture of awards under specified circumstances if the Company, as a result of misconduct, is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Any awards earned or accrued during the 12-month period following the first public issuance or filing with the SEC (whichever first occurred) of the financial document that failed to materially comply with a financial reporting requirement must be paid back to the Company. To the extent that the affected award was deferred under a nonqualified deferred compensation plan maintained by the Company rather than paid to the executive officer, the deferred amount (and any earnings from it) must be forfeited. If the Board were to determine that a NEO had engaged in fraudulent or intentional misconduct, it would take action to remedy the misconduct and impose appropriate discipline. Discipline would vary based on the facts and circumstances, but could include termination of employment and/or other appropriate actions. The Dodd-Frank clawback policy is of broader scope and applies with respect to a restatement of the Company’s financial statements even in the absence of any fraud or misconduct by an executive officer. The policy generally requires the recovery by the Company, in the event of a required accounting restatement (including a “little-r” restatement) of the Company’s financial statements, of incentive-based compensation received after the effective date of the adoption of the policy, which is based wholly or in part upon the attainment of any financial reporting measure, received by current or former executive officers to the extent that such compensation based on the erroneously reported financial information exceeds the amount derived from the restated financial information. Clawback under the policy is required for any such excess compensation received during the three completed fiscal years immediately preceding the date the Company is required to prepare an accounting restatement. The policy provides for mandatory clawback by the Company of such excess compensation, with exceptions applicable only if (1) the direct expense paid to a third party to assist in enforcing the policy would exceed the amount to be recovered (provided that the Company must make a reasonable attempt to recover such erroneously awarded compensation, document its reasonable attempts to recover, and provide that documentation to the NYSE) or (2) a recovery from certain tax-qualified retirement plans would likely cause such plans to fail to meet the statutory requirements for tax exemption. To facilitate the application of the Dodd-Frank clawback policy, the Company requires recipients of awards of incentive compensation based wholly or in part upon the attainment of any financial reporting measure, including relative TSR, to agree to repay any such excess compensation in accordance with the policy. Since 2013, our equity award agreements have provided that awards are subject to any compensation recovery policy adopted by the Company, as amended from time to time.

  66. 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 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 44.

  67. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table summarizes the compensation for our named executive officers during 2025. The “named executive officers” or “NEOs” are our Chief Executive Officer, our Chief Financial Officer and our next three most highly compensated officers who were executive officers at year end.

  68. 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 | 2025 | 1,138,116 | — | 4,619,805 | 1,318,221 | 2,072,966 | — | 189,705 | 9,338,813 | | | 2024 | 1,085,644 | — | 4,597,246 | 1,232,260 | 2,188,359 | — | 201,660 | 9,305,169 | | | 2023 | 1,026,849 | — | 3,175,978 | 1,051,658 | 2,277,000 | — | 127,129 | 7,658,614 | | Mark A. Carano Vice President, Chief Financial Officer and Treasurer | 2025 | 554,656 | — | 742,461 | 211,856 | 690,470 | — | 60,601 | 2,260,044 | | | 2024 | 524,466 | — | 769,438 | 206,258 | 672,750 | — | 64,042 | 2,236,954 | | | 2023 | 497,260 | 100,000 | 787,103 | 173,222 | 700,000 | — | 29,320 | 2,286,905 | | Sean McClenaghan Segment President, HVAC | 2025 | 638,510 | — | 907,461 | 258,942 | 631,371 | — | 97,676 | 2,533,960 | | | 2024 | 600,583 | — | 999,416 | 267,876 | 780,395 | — | 32,966 | 2,681,236 | | | 2023 | 572,888 | 125,000 | 560,505 | 185,578 | 792,207 | — | 22,771 | 2,258,949 | | John W. Swann, III Segment President, Detection & Measurement | 2025 | 626,771 | — | 688,723 | 196,548 | 842,694 | — | 108,907 | 2,463,643 | | | 2024 | 600,583 | — | 799,558 | 214,291 | 657,127 | — | 96,763 | 2,368,322 | | | 2023 | 572,888 | — | 560,505 | 185,578 | 654,071 | — | 67,939 | 2,040,981 | | J. Randall Data(6) Former President, Global Operations and Data Center Solutions | 2025 | 563,997 | 400,000 | — | — | 688,765 | — | 62,180 | 1,714,942 | | | 2024 | 567,075 | — | 1,299,186 | 348,254 | 725,872 | — | 60,046 | 3,000,433 | | | 2023 | 539,157 | — | 594,107 | 196,716 | 762,467 | — | 61,102 | 2,153,549 |

  69. SUMMARY COMPENSATION TABLE

    (1)NEOs are eligible to defer up to 50% of their salaries into the 401(k) Plan; and the SRSP. In 2025, the following NEOs deferred the following portions of their salaries into the 401(k) Plan and the SRSP:

  70. SUMMARY COMPENSATION TABLE

    | Name | Deferred into 401(k) Plan ($) | Deferred into SRSP ($) | | Eugene J. Lowe, III | 16,878 | 46,239 | | Mark A. Carano | 13,615 | 27,079 | | Sean McClenaghan | 22,897 | 31,209 | | John W. Swann, III | 17,470 | 30,545 | | J. Randall Data | 18,198 | 27,581 |

  71. 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, 2025 for additional information regarding the calculation of these numbers. Amounts presented for 2025 include RSU and PSU awards. The values for PSUs assumes achievement at the target performance level. At the maximum performance level of 200%, Mr. Lowe would receive $5,273,176, Mr, Carano would receive $847,400, Mr. McClenaghan would receive $1,035,896, and Mr. Swann would receive $786,139. (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, 2025 for additional information regarding the calculation of these numbers. See the “Grants of Plan-Based Awards” table for more information on these grants.

  72. SUMMARY COMPENSATION TABLE

    | | 2026 PROXY STATEMENT | 37 |

  73. SUMMARY COMPENSATION TABLE

    (4)In 2026, the year in which they received the 2025 bonus payout, the following NEOs deferred the following portions of their bonuses into the 401(k) Plan and the SRSP:

  74. SUMMARY COMPENSATION TABLE

    | Name | Deferred into 401(k) Plan ($) | Deferred into SRSP ($) | | Eugene J. Lowe, III | 6,808 | 96,706 | | Mark A. Carano | 15,857 | 26,310 | | Sean McClenaghan | 19,549 | 23,760 | | John W. Swann, III | 6,243 | 36,264 | | J. Randall Data | 27,263 | — |

  75. SUMMARY COMPENSATION TABLE

    (5)All Other Compensation for 2025 for NEOs is outlined in the table below:

  76. 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 | 1,359 | — | 10,000 | 22,109 | 4,902 | 17,500 | 133,835 | — | 189,705 | | Mark A. Carano | 15,030 | 661 | 1,000 | — | 3,844 | 17,500 | 22,566 | — | 60,601 | | Sean McClenaghan | 8,354 | 1,668 | 10,000 | — | 6,803 | 17,500 | 53,351 | — | 97,676 | | John W. Swann, III | 27,806 | 2,535 | 10,000 | — | 4,432 | 17,500 | 46,634 | — | 108,907 | | J. Randall Data | 15,030 | — | — | — | 6,399 | 17,500 | 22,984 | 267 | 62,180 |

  77. 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 2025. (b)Represents guest travel accompanying executive officer on business travel. Values reflect 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 $150 10-year service award gift card which includes a tax gross up. (6) Mr. Data retired as President, Global Operations and Data Center Solutions on March 20, 2026. In lieu of receiving any equity awards in 2025, Mr. Data received a discretionary bonus of $400,000 for 2025 in recognition of his continued service during the year. CEO Employment Agreement The above benefits for Mr. Lowe are provided pursuant to the terms of his employment agreement. His employment agreement provides for annual base salary levels, annual incentive compensation opportunity, severance entitlements, and allowance amounts for annual income tax return preparation and financial planning. The initial term of Mr. Lowe’s employment agreement expired on December 31, 2017, and the agreement automatically renews in additional subsequent one year-long terms unless at least 180 days prior to the expiration of any subsequent extended term one of the parties provides the other party with a written notice of non-renewal. See “Compensation Discussion and Analysis,” beginning on page 24, for further discussion and explanation of each element of compensation.

  78. SUMMARY COMPENSATION TABLE

    | 38 | 2026 PROXY STATEMENT | |

  79. 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 2025.

  80. 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 | 3/12/2026 | 632,500 | 1,265,000 | 2,530,000 | | | | | | | | | | 3/3/2025 | | | | 9,512 | 19,023 | 38,046 | | | | 3,301,442 | | | 3/3/2025 | | | | | | | 9,512 | | | 1,318,363 | | | 3/3/2025 | | | | | | | | 21,529 | 138.60 | 1,318,221 | | Mark A. Carano | 3/12/2026 | 210,675 | 421,350 | 842,700 | | | | | | | | | | 3/3/2025 | | | | 1,529 | 3,057 | 6,114 | | | | 530,542 | | | 3/3/2025 | | | | | | | 1,529 | | | 211,919 | | | 3/3/2025 | | | | | | | | 3,460 | 138.60 | 211,856 | | Sean McClenaghan | 3/12/2026 | 226,813 | 453,625 | 907,250 | | | | | | | | | | 3/3/2025 | | | | 1,869 | 3,737 | 7,474 | | | | 648,556 | | | 3/3/2025 | | | | | | | 1,868 | | | 258,905 | | | 3/3/2025 | | | | | | | | 4,229 | 138.60 | 258,942 | | John W. Swann, III | 3/12/2026 | 221,513 | 443,026 | 886,052 | | | | | | | | | | 3/3/2025 | | | | 1,418 | 2,836 | 5,672 | | | | 492,188 | | | 3/3/2025 | | | | | | | 1,418 | | | 196,535 | | | 3/3/2025 | | | | | | | | 3,210 | 138.60 | 196,548 | | J. Randall Data | 3/12/2026 | 210,155 | 420,309 | 840,618 | | | | | | | |

  81. GRANTS OF PLAN-BASED AWARDS

    (1)The Committee approved the 2025 bonuses to each of the NEOs on February 17, 2026 and the 2025 LTI awards to each of such NEOs on March 3, 2025. The 2025 LTI awards are generally subject to continued service through the applicable performance or vesting period. (2)Represents the potential payout for 2026 bonuses. Threshold payout is 50% of target and maximum payout is 200% of target. Actual bonus earned for 2026 are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (3)Represents the potential payout for the PSUs granted on March 3, 2025. Threshold payout is 50% of target and maximum payout is 200% of target, and is based on the three-year r-TSR versus a peer group within the aggregated S&P 600 SmallCap and S&P 400 MidCap Capital Goods Indices for 2025-2027. 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 2025 RSU awards. 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 3, 2026, March 3, 2027, and March 3, 2028. A description of RSUs is included in the “Long-Term Incentives” section of the CD&A. (5)Represents Options awarded on the grant date, vesting 33 1/3 percent per year over three years on March 3, 2026, March 3, 2027, and March 3, 2028. (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, 2025 for the assumptions used in the valuation of these awards. The values reported in this column for the PSUs were calculated at target.

  82. GRANTS OF PLAN-BASED AWARDS

    | | 2026 PROXY STATEMENT | 39 |

  83. 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, 2025.

  84. 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | 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 ($)(2) | | Eugene J. Lowe, III | 3/1/2017 | — | 82,405 | 27.40 | 3/1/2027 | | | | | | | 2/22/2018 | — | 72,298 | 32.69 | 2/22/2028 | | | | | | | 2/21/2019 | — | 77,463 | 36.51 | 2/21/2029 | | | | | | | 2/20/2020 | — | 53,465 | 50.09 | 2/20/2030 | | | | | | | 3/1/2021 | — | 46,291 | 58.34 | 3/1/2031 | | | | | | | 3/1/2022 | — | 49,378 | 48.97 | 3/1/2032 | | | | | | | 3/1/2023 | | | | | 29,238 | 5,849,354 | 43,857(3b) | 8,774,031 | | | 3/1/2023 | | | | | 4,873(3a) | 974,892 | — | — | | | 3/1/2023 | 11,236 | 22,471 | 71.93 | 3/1/2033 | | | | | | | 2/28/2024 | | | | | 21,175 | 4,236,271 | 42,350(4b) | 8,472,541 | | | 2/28/2024 | | | | | 7,058(4a) | 1,412,023 | — | — | | | 2/28/2024 | 16,159 | 8,079 | 116.40 | 2/28/2034 | | | | | | | 3/3/2025 | | | | | 19,023 | 3,805,741 | 38,046(5b) | 7,611,483 | | | 3/3/2025 | | | | | 9,512(5a) | 1,902,971 | — | — | | | 3/3/2025 | 21,529 | — | 138.60 | 3/3/2035 | | | | | | Mark A. Carano | 2/1/2023 | | | | | 1,167(6) | 233,470 | — | — | | | 3/1/2023 | | | | | 4,816 | 963,489 | 7,224(3b) | 1,445,233 | | | 3/1/2023 | | | | | 803(3a) | 160,648 | — | — | | | 3/1/2023 | 1,851 | 3,701 | 71.93 | 3/1/2033 | | | | | | | 2/28/2024 | | | | | 3,544 | 709,013 | 7,088(4b) | 1,418,025 | | | 2/28/2024 | | | | | 1,182(4a) | 236,471 | — | — | | | 2/28/2024 | 2,705 | 1,352 | 116.40 | 2/28/2034 | | | | | | | 3/3/2025 | | | | | 3,057 | 611,583 | 6,114(5b) | 1,223,167 | | | 3/3/2025 | | | | | 1,529(5a) | 305,892 | — | — | | | 3/3/2025 | 3,460 | — | 138.60 | 3/3/2035 | | | | |

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 40 | 2026 PROXY STATEMENT | |

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Name | Award Date | Option Awards | | | | Stock Awards | | | | | Name | Award Date | Number of Securities Underlying Unexercised Option Unexercisable (#)(1) | Number of Securities Underlying Unexercised Option Exercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | 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 ($)(2) | | Sean McClenaghan | 10/1/2022 | — | 20,585 | 55.22 | 10/1/2032 | | | | | | | 3/1/2023 | | | | | 5,160 | 1,032,310 | 7,740(3b) | 1,548,464 | | | 3/1/2023 | | | | | 860(3a) | 172,052 | — | — | | | 3/1/2023 | 1,983 | 3,965 | 71.93 | 3/1/2033 | | | | | | | 2/28/2024 | | | | | 4,603 | 920,876 | 9,206(4b) | 1,841,752 | | | 2/28/2024 | | | | | 1,535(4a) | 307,092 | — | — | | | 2/28/2024 | 3,513 | 1,756 | 116.40 | 2/28/2034 | | | | | | | 3/3/2025 | | | | | 3,737 | 747,624 | 7,474(5b) | 1,495,248 | | | 3/3/2025 | | | | | 1,868(5a) | 373,712 | — | — | | | 3/3/2025 | 4,229 | — | 138.60 | 3/3/2035 | | | | | | John W. Swann, III | 3/1/2021 | — | 8,101 | 58.34 | 3/1/2031 | | | | | | | 3/1/2023 | | | | | 5,160 | 1,032,310 | 7,740(3b) | 1,548,464 | | | 3/1/2023 | | | | | 860(3a) | 172,052 | — | — | | | 3/1/2023 | 1,983 | 3,965 | 71.93 | 3/1/2033 | | | | | | | 2/28/2024 | | | | | 3,683 | 736,821 | 7,366(4b) | 1,473,642 | | | 2/28/2024 | | | | | 1,228(4a) | 245,674 | — | — | | | 2/28/2024 | 2,810 | 1,405 | 116.40 | 2/28/2034 | | | | | | | 3/3/2025 | | | | | 2,836 | 567,370 | 5,672(5b) | 1,134,740 | | | 3/3/2025 | | | | | 1,418(5a) | 283,685 | — | — | | | 3/3/2025 | 3,210 | — | 138.60 | 3/3/2035 | | | | | | J. Randall Data | 3/1/2022 | — | 3,272 | 48.97 | 3/1/2032 | | | | | | | 3/1/2023 | | | | | 5,469 | 1,094,128 | 8,204(3b) | 1,641,192 | | | 3/1/2023 | | | | | 912(3a) | 182,455 | — | — | | | 3/1/2023 | 2,102 | 4,203 | 71.93 | 3/1/2033 | | | | | | | 2/28/2024 | | | | | 5,984 | 1,197,159 | 11,968(4b) | 2,394,318 | | | 2/28/2024 | | | | | 1,995(4a) | 399,120 | — | — | | | 2/28/2024 | 4,567 | 2,283 | 116.40 | 2/28/2034 | | | | |

  87. 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 of $200.06 on December 31, 2025. (3a)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. (3b)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 service through the applicable vesting period. PSUs are capped at target if our TSR is negative. Amount presented assumes achievement at the maximum performance level (150%).

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | 2026 PROXY STATEMENT | 41 |

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    (4a)RSUs awarded on February 28, 2024, 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 February 28, 2024, 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 the maximum performance level (200%). (5a)RSUs awarded on March 3, 2025, 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 3, 2025, 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 the maximum performance level (200%). (6)RSUs awarded to Mr. Carano on February 1, 2023, vest at the rate of 33 1/3 percent per year, upon meeting 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.

  90. OPTION EXERCISES AND STOCK VESTED IN 2025

    OPTION EXERCISES AND STOCK VESTED IN 2025 The following table sets forth options exercised and stock vested for each of our NEOs in 2025.

  91. OPTION EXERCISES AND STOCK VESTED IN 2025

    | 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 | 186,919 | 24,785,448 | 73,368 | 10,367,205 | | Mark A. Carano | — | — | 2,559 | 375,056 | | Sean McClenaghan | — | — | 4,588 | 788,717 | | John W. Swann, III | 19,193 | 3,001,743 | 12,842 | 1,814,648 | | J. Randall Data | — | — | 14,822 | 2,094,947 |

  92. OPTION EXERCISES AND STOCK VESTED IN 2025

    (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.

  93. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The following table sets forth information relating to the SPX Supplemental Retirement Savings Plan (“SRSP”) for NEOs in 2025. 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.

  94. NONQUALIFIED DEFERRED COMPENSATION

    | 42 | 2026 PROXY STATEMENT | |

  95. NONQUALIFIED DEFERRED COMPENSATION

    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).

  96. 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 | 148,706 | 133,835 | 576,655 | — | 3,796,204 | | Mark A. Carano | 52,559 | 43,799 | 22,349 | — | 167,471 | | Sean McClenaghan | 64,021 | 53,351 | 22,428 | — | 139,800 | | John W. Swann, III | 55,961 | 46,634 | 210,113 | — | 1,720,819 | | J. Randall Data | 27,581 | 23,204 | 130,135 | — | 879,309 |

  97. NONQUALIFIED DEFERRED COMPENSATION

    (1)Contributions to the SRSP consisted of deferrals from 2025 base salary and 2024 bonus payout.

  98. NONQUALIFIED DEFERRED COMPENSATION

    | Name | 2025 Salary ($) | 2024 Non-Equity Incentive Plan Compensation ($) | | Eugene J. Lowe, III | 46,239 | 102,467 | | Mark A. Carano | 27,079 | 25,480 | | Sean McClenaghan | 31,209 | 32,812 | | John W. Swann, III | 30,545 | 25,416 | | J. Randall Data | 27,581 | — |

  99. 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.

  100. NONQUALIFIED DEFERRED COMPENSATION

    | | 2026 PROXY STATEMENT | 43 |

  101. 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, 2025 and a stock price of $200.06, our closing stock price on December 31, 2025. 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.

  102. 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 | — | — | — | 2,300,000(1) | 3,450,000(2) | | Bonus | — | 2,188,359(3) | 2,188,359(3) | 4,376,718(4) | 6,565,077(5) | | Value of Accelerated Equity | — | 22,295,955(6) | 22,295,955(6) | 17,414,775(7) | 22,295,955(6) | | All Other Compensation | 134,615(8) | 134,615(8) | 134,615(8) | 283,547(9) | 333,013(10) | | Total | 134,615 | 24,618,929 | 24,618,929 | 24,375,040 | 32,644,045 |

  103. 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 | — | — | — | 561,800(11) | 1,123,600(1) | | Bonus | — | 672,750(3) | 672,750(3) | 672,750(12) | 1,345,500(4) | | Value of Accelerated Equity | — | 3,896,687(6) | 3,896,687(6) | 850,262(7) | 3,896,687(6) | | All Other Compensation | 52,044(8) | 52,044(8) | 52,044(8) | 106,580(13) | 126,115(14) | | Total | 52,044 | 4,621,481 | 4,621,481 | 2,191,392 | 6,491,902 |

  104. 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 | — | — | — | 648,035(11) | 1,296,070(1) | | Bonus | — | 780,395(3) | 780,395(3) | 780,395(12) | 1,560,789(4) | | Value of Accelerated Equity | — | 4,361,560(6) | 4,361,560(6) | 806,122(7) | 4,361,560(6) | | All Other Compensation | 4,860(8) | 4,860(8) | 4,860(8) | 85,764(13) | 131,668(14) | | Total | 4,860 | 5,146,815 | 5,146,815 | 2,320,316 | 7,350,087 |

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

    | 44 | 2026 PROXY STATEMENT | |

  106. 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 | — | — | — | 632,894(11) | 1,265,788(1) | | Bonus | — | 657,127(3) | 657,127(3) | 657,127(12) | 1,314,255(4) | | Value of Accelerated Equity | — | 3,724,366(6) | 3,724,366(6) | 775,516(7) | 3,724,366(6) | | All Other Compensation | 70,996(8) | 70,996(8) | 70,996(8) | 160,680(13) | 215,364(14) | | Total | 70,996 | 4,452,489 | 4,452,489 | 2,226,217 | 6,519,773 |

  107. 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 | — | — | — | 600,442(11) | 1,200,885(1) | | Bonus | — | 725,872(3) | 725,872(3) | 725,872(12) | 1,451,743(4) | | Value of Accelerated Equity | — | 3,524,266(6) | 3,524,266(6) | 806,248(7) | 3,524,266(6) | | All Other Compensation | 31,458(8) | 31,458(8) | 31,458(8) | 107,389(13) | 148,320(14) | | Total | 31,458 | 4,281,596 | 4,281,596 | 2,239,951 | 6,325,214 |

  108. 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. McClenaghan, Mr. Swann, and Mr. Data. (8)Other compensation includes a payout, in lieu of unused vacation accrued through December 2024, 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 2024 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 2024 as a result of a change in paid time-off policies affecting all relevant employees, which change was adopted in December 2022. •The Company will reimburse premiums paid over benefit continuation period. Value shown represents group term life imputed income in year preceding termination.

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

    | | 2026 PROXY STATEMENT | 45 |

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

    •The full cost of health and welfare and vision benefit continuation for 3 years. •The value of perquisites (annual physical, financial planning, and tax preparation) on the same basis as the executive was receiving in the year preceding termination for 3 years. (11)One times current base salary. (12)One times annual bonus, which is equal to the highest of actual bonus for year preceding termination or current year target bonus plus the amount, if any, that the bonus that would have been paid to the executive for the bonus plan year in which such termination of employment occurs, based on the performance level actually attained, exceeds the amount payable under the highest of prior actual or current target bonus. (13)Sum of other compensation for Mr. Carano, Mr. McClenaghan, Mr. Swann, and Mr. Data includes: •Payout in lieu of unused vacation accrued through December 2024 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. McClenaghan, Mr. Swann, and Mr. Data includes: •Payout in lieu of unused vacation accrued through December 2024 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.

  111. CEO Pay Ratio

    CEO Pay Ratio SEC rules require that we present a ratio of the total compensation of our CEO for 2025 to the total compensation received for 2025 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 2025 annual total compensation for the identified median-compensated employee was $63,373 and the annual total compensation of our CEO was $9,338,813. Based on this information, for 2025 the ratio of the annual total compensation of our CEO to that of the identified median-compensated employee was 147 to 1. To identify the median-compensated employee in 2025, we conducted a full analysis of our total employee population as of December 31, 2025, without the use of statistical sampling. We determined our median-compensated employee using “total compensation” paid during the full year 2025. “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 2025. For those employees located outside of the US, currencies were converted to US Dollars using the posted Bloomberg market rates as of December 31, 2025. In determining the pay ratio for 2025, 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 37. 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.

  112. CEO Pay Ratio

    | 46 | 2026 PROXY STATEMENT | |

  113. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the 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 and Analysis” for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.

  114. Pay Versus Performance

    | Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(2)(3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(3) (d) | Average Compensation Actually Paid to Non-PEO NEOs(2)(3)(4) (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) (h) | Adj. EBITDA (in millions)(6) (i) | | | | | | | SPX Technologies, Inc. (f) | S&P 1500 Industrials (Sector)(5) (g) | | | | 2025 | $9,338,813 | $20,068,436 | $2,243,147 | $4,229,875 | $367 | $190 | $244 | $484 | | 2024 | $9,305,169 | $20,667,725 | $2,571,736 | $4,500,331 | $267 | $161 | $201 | $404 | | 2023 | $7,658,614 | $17,411,369 | $1,831,612 | $2,960,366 | $185 | $138 | $90 | $291 | | 2022 | $6,584,075 | $9,382,695 | $1,455,245 | $1,358,069 | $120 | $114 | $— | $212 | | 2021 | $6,517,485 | $6,074,728 | $1,808,368 | $1,622,435 | $109 | $122 | $425 | $164 |

  115. Pay Versus Performance

    (1)The dollar amounts reflect the total compensation reported for our CEO in the Summary Compensation Table for fiscal years 2025, 2024, 2023, 2022, and 2021. Eugene Lowe served as CEO for each of the years presented. (2)Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

  116. Pay Versus Performance

    | | 2025 | | | | PEO | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $9,338,813 | $2,243,147 | | Adjustments for Pension | | | | Adjustment for Summary Compensation Table Pension | $— | $— | | Amount added for current year service cost | $— | $— | | Amount added for prior service cost impacting current year | $— | $— | | Total Adjustments for Pension | $— | $— | | Adjustments for Equity Awards | | | | Adjustment for grant date values in the Summary Compensation Table | $(5,938,026) | $(751,498) | | Year-end fair value of unvested awards granted in the current year | $9,996,890 | $1,265,177 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $7,470,279 | $1,463,540 | | Fair values at vest date for awards granted and vested in current year | | | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(799,519) | $9,509 | | Forfeitures during current year equal to prior year-end fair value | $— | | | Dividends or dividend equivalents not otherwise included in the total compensation | $— | | | Total Adjustments for Equity Awards | $10,729,623 | $1,986,728 | | Compensation Actually Paid (as calculated) | $20,068,436 | $4,229,875 |

  117. Pay Versus Performance

    | | 2026 PROXY STATEMENT | 47 |

  118. Pay Versus Performance

    (3)Equity valuations assumptions for calculating Compensation Actually Paid are not materially different from grant date valuation assumptions. (4)Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year •2025: Mark Carano, Sean McClenaghan, John Swann, Randall Data •2024: Mark Carano, Randall Data, John Swann, Sean McClenaghan •2023: Mark Carano, Randall Data, John Swann, Sean McClenaghan, Michael Reilly •2022: Michael Reilly, Randall Data, John Swann, Sean McClenaghan, James Harris •2021: James Harris, Randall Data, John Swann, Brian Mason, John Nurkin (5)The peer group comprises the component companies of the S&P 1500 Industrials Index. (6)Please refer to Appendix A in this proxy statement for a reconciliation of non-GAAP Adjusted EBITDA.

  119. 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 EBITDA.

  120. PAY VERSUS PERFORMANCE: GRAPHICAL DESCRIPTION

    | 48 | 2026 PROXY STATEMENT | |

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

    Compensation Actually Paid and Cumulative TSR / Cumulative TSR of Peer

  122. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  123. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA

  124. Compensation Actually Paid and Adjusted EBITDA

    | | 2026 PROXY STATEMENT | 49 |

  125. 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 2027 Annual Meeting, our Corporate Secretary must receive written notice of your intended nomination on or after December 13, 2026, but no later than January 12, 2027. 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 are more fully described in the “Director Nominees and Qualifications” section, beginning on page 6.

  126. How do I submit a director nominee?

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