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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | ||
Preliminary Proxy Statement | ||
Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |
Definitive Proxy Statement |
Definitive Additional Materials |
Soliciting Material under §240.14a-12 |
SPX Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | ||||
No fee required. | ||||
Fee computed on table below per Exchange Act Rules14a-6(i)(1) and0-11. | ||||
(1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange ActRule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
Fee paid previously with preliminary materials. | ||||
Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||
(1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
13320-A Ballantyne Corporate Place
April 3, 2018 |  |
Fellow Stockholders:
You are cordially invitedOn behalf of the Board of Directors, we invite you to attend the SPX Corporation 2018 Annual Meeting of Stockholders on May 8, 201515, 2018, at 8:00 a.m. (Eastern Time), at the offices of SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.
Significant Accomplishments in 2017
In 2017, we exceeded the targets we provided to the financial community early in the year and drove growth in our full-year adjusted earnings and cash generation from our core operations. These financial results were driven by commercial and operational initiatives across our businesses, including enhancements to our sales channels and new product introductions.
As a result of our team’s efforts, both our Detection and Measurement and Engineered Solutions (Core) segments recorded full-year segment income growth of approximately 40% and substantial improvement in margins. At the same time, our HVAC segment remains well positioned to achieve solid growth in profitability and cash generation. Furthermore, we recently reduced our expectations for cash usage associated with our project work in South Africa, which remains on track for substantial completion by the end of next year (2019).
While we continue to work vigorously towards our longer-term goals, we are pleased with our team’s efforts to create a stronger, more profitable company. Our successes in 2017 were well received by investors as these accomplishments were reflected in another year of significant appreciation in our share price.
Well Positioned for Growth and Value Creation
SPX is now comprised of three healthy platforms, and each is generating double-digit returns on invested capital. Most of our businesses are leaders in attractive, niche markets, with strong technology and brands, and high levels of replacement revenues. Our balance sheet is strong, and the company is well positioned to invest, both organically and inorganically, for continued, sustainable double-digit earnings growth and cash generation.
On our Q4 2017 earnings call, we announced that we had increased the level of expected liquidity available through 2020 for capital allocation to more than $600 million, or by 50%. We have also increased our resources directed at managing our pipeline of acquisition targets. Our efforts are primarily focused on opportunities that align well with our existing platforms and that strengthen our competitive position within our HVAC and Detection and Measurement segments.
Our team has done a great job repositioning our company for growth. We expect 2018 to be another successful year for SPX, and we are excited about the opportunities ahead of us.
Meeting Attendance and Voting
All SPX stockholders of record at the close of business on March 16, 201520, 2018, are welcome to attend the Annual Meeting, butMeeting. Whether or not you plan to attend, it is important that your shares arebe represented at the Annual Meeting whether or not you plan to attend. Meeting.To ensure that youyour shares will be represented, we ask you to vote by telephone, mail, or over the internet as soon as possible.
Along withFor stockholders planning to attend this year’s meeting, we and the other members of your Board of Directors I look forward to personally greeting those stockholders who attend this year's meeting.you personally. On behalf of the Board of Directors and our leadership team, Iwe would like to express our appreciation for your continued interest in the business of SPX.
Sincerely,
Patrick O’Leary Chairman of the Board of Directors | ||
Gene Lowe
| ||
SPX CORPORATION
Table of Contents13320-A Ballantyne Corporate Place
Charlotte, North Carolina 28277
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Tuesday, May 15, 2018
8:00 a.m. (Eastern Time)
SPX Corporation
Building, 13320 Ballantyne Corporate Place,
Charlotte, North Carolina 28277
Agenda
Notice of Annual Meeting of Stockholders
Friday, May 8, 20158:00 a.m.13320 Ballantyne Corporate PlaceCharlotte, North Carolina 28277
The principal business of the Annual Meeting will be to:
| 1. | Elect the two nominees named in our Proxy Statement to serve as directors until our 2021 Annual Meeting; |
| 2. | Approve our named executive officers’ compensation, on anon-binding advisory basis; |
| 3. | Ratify our Audit Committee’s appointment of our independent registered public accounting firm for 2018; and |
| 4. | Transact any other business properly brought before the meeting or any adjournment thereof. |
Record Date
March 20, 2018
You may properly come before the meeting or any adjournment thereof.
You can vote at the Annual Meeting in person or by proxy if you were a stockholder of record at the close of business on March 16, 2015.20, 2018. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.
Proxy Materials
This year, we are again electronically disseminating Annual Meeting materials to some of our stockholders, as permitted under the "Notice“Notice and Access"Access” rules approved by the Securities and Exchange Commission. Stockholders for whom Notice and Access applies will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the internet. The Notice also provides instructions on how to obtain paper copies if preferred.
By Order of the Board of Directors,
John W. Nurkin
Vice President, General Counsel and Secretary
Approximate Date of Mailing of Proxy Materials or
Notice of Internet Availability:
April 3, 2018
SPX CORPORATION
Proxy Statement
Annual Meeting of Stockholders
The Annual Meeting of our stockholders will be held at 8:00 a.m. (Eastern Time), on Tuesday, May 15, 2018, at the SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North CarolinaMarch 26, 2015 28277.
We are furnishing this Proxy Statement to our stockholders in connection with the solicitation of proxies by our Board of Directors for the 2018 Annual Meeting of Stockholders on that date and any adjournment or postponement of the meeting.
Our 2017 Annual Report on Form10-K, without exhibits, accompanies this Proxy Statement. You may obtain a copy of the exhibits described in the Form10-K for a fee upon request. Please contact Paul Clegg, Vice President, Investor Relations and Communications, SPX Corporation,13320-A Ballantyne Corporate Place, Charlotte, North Carolina 28277.
Important Notice Regarding the Availability of Proxy Materials
for the 20152018 Annual Meeting of
Stockholders:
The Notice of Annual Meeting, Proxy Statement, and
our 20142017 Annual Report
to Stockholders are available electronically athttp://www.edocumentview.com/SPW.
www.envisionreports.com/SPXC (for stockholders of record) or
Table of Contentswww.edocumentview.com/SPXC (for all other stockholders).
SPX Corporation
Proxy Statement
Table of Contents
| MEETING AND VOTING HIGHLIGHTS | i | |||
| CORPORATE GOVERNANCE | 1 | |||
| DIRECTOR COMPENSATION | 8 | |||
| 9 | |||
| PROPOSAL 1: ELECTION OF DIRECTORS | 10 | |||
| 10 | ||||
| 11 | |||
Director and Nominee Skills and Experience
| 14 | |||
| OWNERSHIP OF COMMON STOCK | 15 | |||
| 15 | |||
| ||||
Ownership of Common Stock | 16 | |||
| 16 | ||||
| 17 | ||||
| 17 | ||||
| EXECUTIVE COMPENSATION
| 18 | |||
Compensation Discussion and Analysis | 18 | |||
| 30 | |||
| 31 | |||
| 32 | |||
| 32 | ||||
| 34 | ||||
Outstanding Equity Awards at FiscalYear-End | 35 | |||
Option Exercises and Stock Vested | 36 | |||
Pension Benefits | 36 | |||
Nonqualified Deferred Compensation | 37 | |||
Potential Payments Upon Termination orChange-in-Control | 38 | |||
| ||||
Equity Compensation Plan Information | 41 | |||
| PROPOSAL 2: APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON ANON-BINDING ADVISORY BASIS(“SAY-ON-PAY”) | 42 | |||
| AUDIT MATTERS | 43 | |||
| 43 | ||||
| 44 | |||
| 44 | |||
Pre-Approval by Audit Committee
| 44 | |||
| PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 45 | |||
| QUESTIONS AND ANSWERS | 46 | |||
| 46 | |||
Annual | 46 | |||
| 47 | ||||
| 49 | ||||
| APPENDIX A – RECONCILIATION OF GAAP ANDNON-GAAP FINANCIAL MEASURES | A-1 | |||
 2018 PROXY STATEMENT |
QUESTIONSMEETING AND ANSWERS
VOTING HIGHLIGHTS
Why am I receiving these materials?
We are mailingThis summary highlights information about SPX Corporation (“Company,” “SPX,” “we,” “our,” or making available these materials to you because we are soliciting your proxy to“us”), vote your sharesrecommendations of our Board of Directors (“Board”), and certain information contained elsewhere in connection with SPX's Annual Meeting, scheduled to take place on May 8, 2015, or at any adjournments or postponements of this meeting. We are first mailing or making available to stockholders this proxy statement (“Proxy Statement”) for the Company’s 2018 Annual Meeting of Stockholders (“Annual Meeting” or “meeting”). This summary does not contain all of the information that you should consider in voting your shares. Before voting, you should carefully read the entire Proxy Statement and our 2017 Annual Report to Stockholders for the year ended December 31, 2014on Form10-K.
Annual Meeting
| Time and Date: | 8:00 a.m. (Eastern Time), Tuesday, May 15, 2018 | |
| Place: | SPX Building | |
| 13320 Ballantyne Corporate Place | ||
| Charlotte, North Carolina 28277 | ||
| Record Date: | March 20, 2018 | |
Purpose of Meeting and related materials on or about March 26, 2015.
Are the Proxy Materials available electronically?Board Recommendations
Our proxy statement and our fiscal 2014 Annual Report to Stockholders are also available at our website at http://www.spx.com. Additionally, and in accordance with Securities and Exchange Commission ("SEC") rules, you may access our proxy statement at http://www.edocumentview.com/SPW, which does not have "cookies" that identify visitors to the site.
Why did I receive a one-page Notice of Internet Availability of Proxy Materials rather than a full set of Proxy Materials?
SEC rules allow companies to provide stockholders with access to Proxy Materials over the internet rather than mailing the materials to stockholders. Accordingly, to conserve natural resources and reduce costs, we are sending many of our stockholders a Notice of Internet Availability of Proxy Materials. The Notice provides instructions for accessing the Proxy Materials on the website referred to in the Notice or for requesting printed copies of the Proxy Materials. The Notice also provides instructions for requesting the delivery of the Proxy Materials for future Annual Meetings in printed form.
How can I attend the Annual Meeting?
You may attend the Annual Meeting if you were an SPX stockholder of record as of the close of business on March 16, 2015 or you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If you are a stockholder of record or hold your shares through the SPX 401(k) Plan, your name will be verified against the list of stockholders of record or plan participants on the record date prior to your being admitted to the Annual Meeting. If you are not a stockholder of record but hold shares through a broker, trustee or nominee, you should provide proof of beneficial ownership on the record date, such as a recent account statement showing your ownership, a copy of the voting instruction card provided by your broker, trustee or nominee, or other similar evidence of ownership.
What am I voting on?
We are soliciting your vote on:
Who is entitled to vote?
Stockholders at the close of business on March 16, 2015 (the record date) are entitled to vote. On that date, there were 40,988,503 shares of SPX common stock outstanding.
How many votes do I have?
Each share of SPX common stock that you own entitles you to one vote.
Can I vote in person at the Annual Meeting?
Yes. If you were a stockholder on the record date, you can vote your shares of common stock in person at the Annual Meeting. If your shares are held through a broker, trustee or nominee, you may vote your shares in person only if you have a legal proxy from the entity that holds your shares giving you the right to vote the shares. A legal proxy is a written document from your brokerage firm, trustee or bank authorizing you to vote the shares it holds for you in its name. If you attend the meeting and vote your shares by ballot, your vote at the meeting will revoke any vote you submitted previously.
Even if you currently plan to attend the meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to attend the meeting.
How do I vote if I don't attend the Annual Meeting?
If your shares are held through a broker, trustee or nominee, you may vote your shares before the meeting over the internet by following the instructions on the Notice of Internet Availability of Proxy Materials or proxy card you received or, if you received a voting instruction form from your brokerage firm, bank, or other similar entity by mail, by completing, signing, and returning the form you received. You should check your voting instruction form to see if telephone or internet voting is available to you.
If your shares are held in your name, you may vote your shares before the meeting over the internet by following the instructions on the Notice of Internet Availability of Proxy Materials or proxy card you received for that account.
If you received more than one Notice of Internet Availability of Proxy Materials or proxy card, this means you hold shares of our common stock in more than one account. You should complete, sign, date, and return each proxy card or vote all shares over the internet or by telephone for each of your accounts. If you vote over the internet or by telephone, you should not mail back the related proxy card.
How does discretionary voting authority apply?
If you sign, date and return your proxy card, your vote will be cast as you direct. If your proxy card does not indicate how you want to vote, you give authority to Christopher J. Kearney and Jeremy Smeltser to vote on the items discussed in these Proxy Materials and any other matter properly brought at the Annual Meeting. In such a case, your vote will be cast:
May I revoke my proxy?
You may revoke your proxy in one of four ways at any time before it is exercised:
What constitutes a quorum?
The presence, in person or by proxy, of the holders of one-third of the total number of shares of SPX stock issued and outstanding and entitled to vote at the Annual Meeting constitutes a quorum. You will be considered part of the quorum if you return a signed and dated proxy card, if you vote by telephone or internet, or if you attend the Annual Meeting.
Abstentions are counted as "shares present" at the Annual Meeting for purposes of determining whether a quorum exists. Proxies submitted by banks, brokers or other holders of record holding shares for you as a beneficial owner that do not indicate a vote for some of or all the proposals because that holder does not have voting authority and has not received voting instructions from you (so-called "broker non-votes") are also considered "shares present" for purposes of determining whether a quorum exists. If you are a beneficial owner, these holders are permitted to vote your shares on the ratification of the appointment of our independent public accountants, even if they do not receive voting instructions from you.
What vote is required to approve each proposal?
| Board Vote Recommendation | Votes Required for Approval | Page | |||||||||
Proposal 1: | Election of Directors | FOR each nominee | Majority of | 10 | |||||||
Proposal 2: | |||||||||||
| FOR | Majority of | 42 | |||||||||
Proposal 3: | |||||||||||
| FOR | Majority of or and | ||||||||||
A majority of votes cast means that the number of shares voted for a director or proposal must exceed the number of shares voted against that director or proposal.
Impact of Abstentions or Broker Non-Votes
An abstention is not considered as a share voted and will not impact the election of directors or the Say on Pay vote. However, since an abstention is considered a share present or represented by proxy and entitledThe Board strongly encourages you to exercise your right to vote as one lesson these matters. Your vote for approval it will haveis important.
Who May Vote
Holders of SPX common stock whose shares are recorded directly in their names in our stock register (“stockholders of record”) at the effectclose of abusiness on March 20, 2018, may vote againsttheir shares on the amendment and restatementmatters to be acted upon at the meeting. Stockholders who hold shares of our 2002 Stock Compensation Plan,common stock in “street name,” that is, through an account with a broker, bank, trustee, or other holder of record, as of such date may direct the amendmentholder of our Certificate of Incorporation, the ratification of our independent public accountants and other proposals that may be brought before the Annual Meeting.
A broker non-vote is not considered as a share voted or entitledrecord how to vote and will not impact the vote on any of the proposals other than the amendment of our Certificate of Incorporation, where it will have the same effect as a vote against that proposal.
How do I submit a stockholder proposal?
For a proposal to be included in our proxy statement for the 2016 Annual Meeting, you must submit it no later than November 27, 2015. Your proposal must be in writing and comply with the proxy rules of the SEC. You should send your proposal to our Corporate Secretary at our address on the cover of this proxy statement.
You also may submit a proposal that you do not want included in the proxy statement but that you want to raise at the 2016 Annual Meeting. We mustmeeting by following the instructions that they receive this type of proposal in writing on or after December 10, 2015, but no later than January 9, 2016.
As detailed in our by-laws, to bring a proposal other thanfrom the nomination of a director before an annual meeting, your notice of proposal must include: (1) a brief description of the business you want to bring before the meeting; (2) the reasons for conducting such business at the meeting; (3) your name and address as they appear on our stock records, as well as the name and address of any beneficial owner of the shares; (4) the class and number of shares of SPX stock owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (5) a description of certain agreements, arrangements or understandings entered into by you or any beneficial owner with respect to the shares (which information must be supplemented as of the record date); (6) any material interest you or any beneficial owner may have in the business you want to bring before the meeting; (7) a description of all agreements, arrangements and understandings between you or any beneficial owner and any other persons (including their names) in connection with the proposal of the business; and (8) any other information regarding you or any beneficial owner that would be required under the SEC's proxy rules and regulations.
How do I recommend a director nominee?
If you wish to recommend a nominee for director for the 2016 Annual Meeting, our Corporate Secretary must receive your written nomination on or before January 9, 2016. You should submit
your proposal to our Corporate Secretary at our address on the cover of this proxy statement. As detailed in our by-laws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include: (1) your name and address, as well as the name and address of any beneficial owner of the shares, and the name and address of the nominee; (2) the class and number of shares of SPX stock owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (3) a description of certain agreements, arrangements or understandings entered into by you or any beneficial owner with respect to the shares (which information must be supplemented as of the record date); (4) a statement that you are a record holder of SPX sharesrecord.
A list of stockholders entitled to vote at the meeting and that you plan to appear in person or by proxywill be available for examination at the meeting to make the nomination; (5)our principal executive offices located at13320-A Ballantyne Corporate Place, Charlotte, North Carolina 28277, for a descriptionperiod of all arrangements or understandings between you and any other persons pursuant to which you are making the nomination; (6) any other information regarding you, any beneficial owner, or the nominee that the rules of the SEC require to be included in a proxy statement; (7) the nominee's agreement to serve as a director if elected; and (8) a statement as to whether each nominee, if elected, intends to tender, promptly following his or her election or re-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 of Directors, in accordance with our Corporate Governance Guidelines. 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.
Who pays to prepare, mail, and solicit the proxies?
We will pay all the costs of preparing, mailing and soliciting the proxies. We will ask brokers, banks, voting trustees and other nominees and fiduciaries to forward the Proxy Materialsleast ten days prior to the beneficial owners of SPX commonAnnual Meeting and during the meeting. The stock and to obtain the authority to execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to mailing Proxy Materials, our directors, officers and employees may solicit proxies in person, by telephone or otherwise. These individualsregister will not be specially compensated. We have retained D.F. King to assist us in soliciting your proxyclosed between the record date and will pay them an estimated fee of $12,500 plus reasonable out-of-pocket expenses. D.F. King will ask brokerage houses and other custodians and nominees whether other persons are beneficial owners of SPX common stock. If so, we will supply them with additional copiesthe date of the Proxy Materials for distribution to the beneficial owners. We will also reimburse banks, nominees, fiduciaries, brokers and other custodians for their costs of sending the Proxy Materials to the beneficial owners of SPX common stock.meeting.
PROPOSAL NO. 1ELECTION OF DIRECTORS
Eight directors currently serve on our Board of Directors. The directors are divided into three classes. There are currently two directors in the first class, three directors in the second class, and three directors in the third class.
At this Annual Meeting, you will be asked to elect three directors for the third class, Mr. Kearney, Ms. Altman, and Mr. Hull. Five directors will continue to serve on the Board of Directors as described below.
Each of the director nominees is a current SPX director and, if elected, will serve for a term of three years, until a qualified successor director has been elected, or until he or she resigns, retires or is removed by the stockholders for cause.
Each nominee has agreed to tender, promptly following his or her election or re-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 of Directors, in accordance with our Corporate Governance Guidelines.
Your shares will be voted as you specify on the enclosed proxy card. If you do not specify how you want your shares voted, we will vote them FOR the election of each of Mr. Kearney, Ms. Altman, and Mr. Hull. If unforeseen circumstances (such as death or disability) make it necessary for the Board of Directors to substitute another person for any of the nominees, your shares will be voted FOR that other person. The Board of Directors does not anticipate that any of the nominees will be unable to serve.
| 2018 | ||||
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How to Vote
How to Vote |  Record* |
| ||||
| Scan the QR Code to |
| Refer to voting instruction form. | |||
INTERNET | Visit the applicable voting website: |
SPXC | www.proxyvote.com | |||
| Within the United States, U.S. Territories, and Canada, on touch-tone telephone, call toll free: | 1-800-652-VOTE (8683) | Refer to voting instruction form. | |||
| Complete, sign, and mail your proxy card or voting instruction form in the self-addressed envelope provided. | |||||
MEETING | For instructions on attending the Annual Meeting in person, please see below and page 46. | |||||
| * | You hold shares registered in your name with SPX’s transfer agent, Computershare, or you are an Employee Benefit Plan Participant. |
| † | You hold shares held through a |
To allow sufficient time for voting, your voting instructions must be received by 11:59 p.m. (Eastern Time) on May 14, 2018, if you are not voting in person at the meeting.
Admission to Meeting
If you are a stockholder of record, you will need to bring with you to the meeting either the Notice of Internet Availability of Proxy Materials or any proxy card that is sent to you. Otherwise, you will be admitted only upon other verification of record ownership at the admission counter.
If you own shares held in street name, bring with you to the meeting either (1) the Notice of Internet Availability of Proxy Materials or any voting instruction form that is sent to you, or (2) your most recent brokerage statement or a letter from your bank, broker, or other holder of record indicating that you beneficially owned shares of our common stock on March 20, 2018. We can use that to verify your beneficial ownership of common stock and admit you to the meeting.If you intend to vote at the meeting, you also will need to bring to the meeting a legal proxy from your bank, broker, or other holder of record that authorizes you to vote the shares that the holder of record holds for you in its name.
Additionally, all persons will need to bring a valid government-issued photo ID to gain admission to the meeting.
Additional Information
More detailed information about the Annual Meeting and voting can be found in “Questions and Answers” beginning on page 46.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOREACH OF THE DIRECTOR NOMINEES
 2018 PROXY STATEMENT |
|
We have adopted a Code of Business Conduct that applies to all our directors, officers, and employees, including our CORPORATE GOVERNANCE GUIDELINES As part of its ongoing commitment to good corporate governance, the Board has codified its corporate governance practices into a set of Corporate Governance Guidelines. These guidelines assist the Board in the exercise of its responsibilities and may be amended by the Board from time to time. Our Corporate Governance Guidelines are available on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance.” DIRECTOR INDEPENDENCE Our Corporate Governance Guidelines require that a substantial majority of the Board Thenon-employee members of the Board meet regularly in executive session without management. In addition, thenon-employee members of It is the policy of the Board From time to time, SPX may make contributions to charitable organizations for which a member of our Board The Management presents to the 
David V. Singer, 59, is the former Chief Executive Officer of Snyder's-Lance, Inc. ("Snyder's-Lance"), a manufacturer and marketer of snack foods throughout the United States and internationally. Mr. Singer served as CEO and a Director of Snyder's-Lance from its formation in 2010 until 2013. Mr. Singer was the President and CEO of Lance, Inc. ("Lance") from 2005 until its merger with Snyder's of Hanover, Inc. ("Snyder's") in 2010. Mr. Singer also served as a director of Lance from 2003 until the merger with Snyder's. Beginning in 2005, Mr. Singer led a decisive turnaround at Lance, overhauling supply chain, sales, marketing and distribution. In late 2010, he guided Lance's merger with Snyder's. Mr. Singer previously served as Chief Financial Officer of Charlotte-based Coca-Cola Bottling Co. Consolidated, a beverage manufacturer and distributor, from 2001 to 2005. Mr. Singer is also a director of Flowers Foods, Inc., Brunswick Corporation, and Hanesbrands, Inc.Mr. Singer brings extensive board governance, management and financial experience to the board of directors as well as significant knowledge of the food and beverage industries, one of our key markets. He also offers experience in corporate finance and mergers and acquisition expertise.Directors Continuing Until 2017 Annual Meeting
Patrick D. Campbell, 62, is the retired Senior Vice President and Chief Financial Officer of 3M Company, a position he held from 2002 to 2011. Prior to his tenure with 3M, Mr. Campbell had been Vice President of International and Europe for General Motors Corporation, where he served in various finance functions during his 25 years with the company. Mr. Campbell is also a director of Stanley Black & Decker and Solera Holdings, Inc. Mr. Campbell joined the SPX Board in March, 2014.As the former Senior Vice President and Chief Financial Officer of 3M Company, Mr. Campbell has expert knowledge in finance. In addition to responsibilities for traditional finance functions at 3M, Mr. Campbell was also responsible for Mergers and Acquisitions and Information Technology, and offers significant expertise in each of those areas. Mr. Campbell's broad range of experience at General Motors, including his role as Vice President and Chief Financial Officer, General Motors International Operations, gives Mr. Campbell a diverse and international knowledge base.
Emerson U. Fullwood, 67, is the retired Corporate Vice President of Xerox Corporation, a position to which he was named in 1996. In 2004, he assumed the role and responsibilities of Executive Chief of Staff and Marketing Officer for Xerox North America. Previous positions held by Mr. Fullwood at Xerox were President of the Xerox Worldwide Channels Group, President of Latin America, Executive Chief Staff Officer of Developing Markets, and President of Worldwide Customer Services. Previously, Mr. Fullwood held several executive and general management leadership positions with Xerox. Mr. Fullwood serves as a director of The Vanguard Group and Vanguard Funds, as well as of the University of Rochester Medical Center, North Carolina A&T State University, Roberts Wesleyan College, the United Way of Rochester, the Rochester Boy Scouts of America, Monroe Community College Foundation, the Urban League and Colgate Rochester Crozier Divinity School. Within the past five years Mr. Fullwood has also served as a director of Amerigroup Corporation. Mr. Fullwood has been a director of SPX since 1998 and was a director of General Signal Corporation prior to our acquisition of that company in 1998.Mr. Fullwood is our longest-serving Board member and offers the perspective and deep understanding of our business accumulated over years of service on our Board. Mr. Fullwood has extensive and varied experience, gained in senior positions held over his many years of service with Xerox Corporation. Of particular value is his experience and perspective in marketing, including experience gained as Executive Chief of Staff and Marketing Officer for Xerox North America.
Michael J. Mancuso, 72, retired in 2012 as Vice President and Chief Financial Officer of Computer Sciences Corporation ("CSC"), a provider of information technology and business process outsourcing and information technology and professional services, a role he had held since December 2008. He was previously Senior Vice President and Chief Financial Officer of General Dynamics Corporation, until June 2006. He joined General Dynamics in 1993 as Vice President and Chief Financial Officer for General Dynamics Land Systems, Inc., and was promoted to Vice President and Chief Financial Officer in 1994. Before joining General Dynamics, Mr. Mancuso spent seven years with United Technologies. His background also includes 21 years with General Electric. Within the past five years, Mr. Mancuso has been a director of the Shaw Group Inc., Agere Systems, Inc. and LSI Logic Corporation. Mr. Mancuso has been a director of SPX since 2005.Mr. Mancuso contributes a strong understanding of finance and accounting to our Board. In addition, Mr. Mancuso provides insights on managing a rapidly growing company, garnered from his years at General Dynamics, and brings a broad business and operations perspective, gained in part during his 21 years with General Electric and from his operations management responsibility for General Dynamics' Resources group in aggregates and coal. Finally, Mr. Mancuso's knowledge stemming from his corporate-wide responsibilities for IT systems at General Dynamics, as well as his experience as CFO of CSC, is valuable when considering IT issues and initiatives.Corporate Governance GuidelinesCODE OF BUSINESS CONDUCT As part of its ongoing commitment to good corporate governance, the Board of Directors has codified its corporate governance practices into a set of Corporate Governance Guidelines. These guidelines assist the Board of Directors in the exercise of its responsibilities and may be amended by the Board of Directors from time to time. Our Corporate Governance Guidelines comply with the applicable requirements of the listing standards of the NYSE, and are available on our website (www.spx.com) under the heading Investor Relations—Corporate Governance.Code of Business ConductCEOchief executive officer and senior financial and accounting officers. Our Code of Business Conduct requires each director, officer, and employee to avoid conflicts of interest,interest; comply with all laws and other legal requirements,requirements; conduct business in an honest and ethical mannermanner; and otherwise act with integrity and in the best interest of our companyCompany and our stockholders. In addition, our Code of Business Conduct acknowledges special ethical obligations for financial reporting. The Code of Business Conduct meets the requirements of a code of business conduct and ethics under the listing standards of the NYSE and the requirement of a "Code of Ethics" as defined in the rules of the SEC. We maintain a current copy of our Code of Business Conduct, and we will promptly post any amendments to or waivers of our Code of Business Conduct regarding our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website (www.spx.com)(www.spx.com) under the heading Investor“Investor Relations—Corporate Governance—Commitment to Compliance.Director Independence”of Directors meet the independence requirements of the listing standards of the NYSE. OurNew York Stock Exchange (“NYSE”). At least annually, our Board of Directors reviews at least annually, whether each of our directors is independent. The Board of Directors has adopted categorical Independence Standards to help guide it in this process. Our Independence Standards are available on our website (www.spx.com),(www.spx.com) under the heading Investor“Investor Relations—Corporate Governance. Members of the Audit Committee, Compensation Committee and Nominating and Governance Committee must meet all applicable independence tests of the NYSE and SEC.” Based on its most recent annual review, the Board of Directors has concluded that Ms. Altman, Mr. Campbell, Mr. Fullwood, Mr. Hull, Mr. Lisenby, Mr. Mancuso,Patrick J. O’Leary, Ricky D. Puckett, David A. Roberts, Ruth G. Shaw, Robert B. Toth, and Mr. SingerTana L. Utley are independent, as defined in our Independence Standards and the listing standards of the NYSE. The Board of Directors has concluded that Mr. KearneyEugene J. Lowe, SPX’s President and Chief Executive Officer (“CEO”), is not independent as defined in our Independence Standards and the listing standards of the NYSE.Directorsthe Board meet in executive session without management at least six times per year. In addition, the non-employee members of the Board of Directors meet in executive sessionon a regular basis with the CEO and such other management as the Board of Directors deems appropriate on a regular basis. Meetings of non-employee directors are chaired by our Lead Director, Mr. Fullwood.appropriate.Charitable ContributionsCHARITABLE CONTRIBUTIONS of Directors that no officer or director shall solicit contributions for charities from other officers or directors or directly from SPX if the director or officer soliciting the contributions personally controls the charity. In addition, no officer or director shall solicit contributions from other officers or directors for charities controlled by SPX. of Directors or one of our executive officers serves as a director or officer. In the past three fiscal years, however, the amount of any of these contributions in any single fiscal year has not exceeded the greater of (a)(1) $1 million or (b)(2) 2% of the charitable organization'sorganization’s consolidated gross revenues.Risk OversightRISK OVERSIGHT full Board exercises overall risk oversightgovernance at SPX. Committees takeSPX, with committees taking the lead in discrete areas of risk oversight when appropriate.oversight. For example, the Audit Committee is primarily responsible for risk oversight relating to financial statements,statements; the Compensation Committee is primarily responsible for risk oversight relating to executive compensation,compensation; and the Nominating and Governance Committee is primarily responsible for risk oversight relating to corporate governance. Committees report to the Board on risk management matters.full BoardAudit Committee its view of the topprincipal risks facing SPX in a dedicated "enterprise“enterprise risk management"management” presentation at least once a year. Matters such as risk appetitetolerance and management of risk are also discussed at this meeting. Further, management periodically reviews with the Audit Committee our major risk exposures, identified through the enterprise risk management process, as well as the steps management has taken to monitor and control such exposures. 2018 PROXY STATEMENT1
CORPORATE GOVERNANCE
In addition, risk isthe Board explicitly addressedaddresses risk in a wide range of Board discussions, including those relating to segment or business unit activities,activities; specific corporate functions (such as treasury, intellectual property, tax, capital allocation, legal, etc.),; cybersecurity; and consideration of extraordinary transactions. As part ofIn addition to the Board’s active role in these discussions, our directors ask questions, offer insights, and challenge management to continually improve its risk assessment and management. Thethe Board has full access to management, as well as the ability to engage advisors, in order to assist it in its risk oversight role.
In each of the past four fiscal years, we conductedWe conduct an annualin-depth review of the risks associated with our incentive-based agreements and practices andpractices. In 2017, we again determined that the risks were in lineassociated with our risk appetite.these arrangements are appropriate.
See "Risk“Risk Analysis,"” on p. 61,page 30, for further discussion.
CommunicationsSTRATEGIC PLANNING
Our Board meets regularly to discuss the strategic direction and the issues and opportunities facing our Company. Our Board has been instrumental in determining our next steps as we pivot towards growth with Directorsa focus on strengthening our current complement of businesses.
| • | Constant Focus on Strategy: Throughout the year, our Board provides guidance to management on strategy and helps to refine business plans to implement the strategy. |
| • | Annual Strategy Deep-dive: Each year, typically during the third quarter, the Board holds an extensive meeting with senior management dedicated to discussing and reviewing our long-term business plans and overall corporate strategy. As part of this meeting, our CEO leads a discussion of key risks to the plans and strategy, as well as risk mitigation plans and activities. |
Furthermore, in setting our business strategy, the Board plays a critical role in determining the types and appropriate levels of risk undertaken by the Company.
COMMUNICATIONS WITH DIRECTORS
Interested parties may communicate with any of ournon-employee directors by writing to the director in care of our Corporate Secretary at our address shown on the front cover of this proxy statement.Proxy Statement. In accordance with the policy adopted by ournon-employee directors, our Corporate Secretary will promptly relay to the addressee all communications that he determines require prompt attention by anon-employee director and will regularly provide thenon-employee directors with a summary of all substantive communications.
Board QualificationsDIRECTOR NOMINEES, QUALIFICATIONS, AND DIVERSITY
The Nominating and DiversityGovernance Committee is responsible for proposing director nominees and will consider director nominee recommendations offered by stockholders in accordance with ourBy-laws.
The Nominating and Governance Committee selects individuals as director nominees based on their businessthe following:
Neither the Board nor the Nominating and Governance Committee has set minimum requirements with respect to age, education, or years of business experience or set specifichas specified required skill sets for directors, but each does require that each director hasto have a proven record of success and leadership. The Nominating and Governance Committee seeks to structure the Board of Directors suchso that it consists of a diverse group of individuals, each with a unique combination of skills, experience, and background. The Nominating and Governance Committee has no set diversity policy or targets, but places what it believes to
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be appropriate emphasis on certain skills, experience, orand background that it determines add or would add value to our Board. Knowledge of our industryindustries and strategic perspective, as well as accounting
financial expertise and experience on other boards, are examples of attributes that our Board and the Nominating and Governance Committee consider to be key. The Nominating and Governance Committee also considers effective interaction among Board members and between the Board of Directors and management to be crucial factors in considering individuals for nomination.
We believe that each director should bring a wealth of experience, talent, and diverse perspective that, individually and in the aggregate, adds value to our company. As our Corporate Governance Guidelines state, our Nominating and Governance Committee, and ultimately our Board, selects individuals as director nominees based on the totality of their business and professional accomplishments, integrity, demonstrated ability to make independent analytical inquiries, ability to understand our business, absence of conflicts of interest and willingness to devote the necessary time to Board duties. For a better understanding of the qualifications of each of our directors, we encourage you to read their biographies, beginning on p. 6 of this proxy, as well as other publicly available documents discussing their careers and experiences.
Director Nominees
The Nominating and Governance Committee considers the criteria listed above at least each time the director is responsiblere-nominated for proposing director nominees and will consider director nominee recommendations offered by stockholders in accordance with our by-laws.
Board membership. At such times as the Board of Directors and the Nominating and Governance Committee determine there is a need to add or replace a director, the Nominating and Governance Committee identifies director candidates through references byfrom its members, other directors, management, or outside search firms, if appropriate.
In considering individuals for nomination, the The Nominating and Governance Committee consults with our Chairman, President, and CEO. A director's qualifications in meeting the criteria discussed above under "Board Qualifications and Diversity" are considered at least each time the director is re-nominated for Board membership. The 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. Mr. Hull was recommended
Any stockholder who wishes to recommend an individual for consideration by the Board by Mr. Smeltser. Ms. Altman came to the attentionNominating and Governance Committee should provide written notice of the Board throughrecommendation to our Corporate Secretary at our address on the cover of this Proxy Statement. Such notice must be accompanied by certain disclosures, including written information about the recommended nominee’s business experience and background, and documentation required under ourBy-laws for stockholder nominations of directors, as well as a consent in writing signed by the recommended nominee that he or she is willing to be considered as a nominee and, if nominated and elected, that he or she will serve as a director. In addition, any director nominee must provide information we may reasonably request in order for us to determine the eligibility of such nominee to serve as an independent search firm.director.
Once the Nominating and Governance Committee identifies a director candidate, directors and members of management interview the candidate. Following that process, the Nominating and Governance Committee and the Board of Directors 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-lawsBy-laws require that any director appointed to the Board of Directors other than at an annual meeting of stockholders be submitted for election by our stockholders at the next annual meeting.
If you wish to recommend a nominee for director for the 2015 Annual Meeting, our Corporate Secretary must receive your written nomination on or before January 9, 2016. You should submit your proposal to our Corporate Secretary at our address on the cover of this proxy statement. As detailed in our by-laws, for a nomination to be properly brought before an annual meeting, your notice of nomination must include: (1) your name and address, as well as the name and address of any beneficial owner of the shares, and the name and address of the nominee; (2) the class and number of shares of SPX stock owned beneficially and of record by you and any beneficial owner as of the date of the notice (which information must be supplemented as of the record date); (3) a description of certain agreements, arrangements or understandings entered into by you or any beneficial owner with respect to the shares (which information must be supplemented as of the record date); (4) a statement that you are a record holder of SPX shares entitled to vote at the
Table of ContentsDIRECTOR ELECTION
meeting and that you plan to appear in person or by proxy at the meeting to make the nomination; (5) a description of all arrangements or understandings between you and any other persons pursuant to which you are making the nomination; (6) any other information regarding you, any beneficial owner, or the nominee that the rules of the SEC require to be included in a proxy statement; (7) the nominee's agreement to serve as a director if elected; and (8) a statement as to whether each nominee, if elected, intends to tender, promptly following his or her election or re-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 of Directors, in accordance with our Corporate Governance Guidelines. 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.
Director Election
In uncontested elections, we elect directors by majority vote. Under this majority votevoting standard, each director must be elected by a majority of the votes cast with respect to that director, meaning that the number of shares voted "for"“for” a director exceedsmust exceed the number of shares voted "against"“against” that director. In a contested election, directors are elected by a plurality of the votes represented in person or by proxy at the meeting. An election is contested if the number of nominees exceeds the number of directors to be elected. Whether or not an election is contested is determined ten days in advance of the date we file our definitive proxy statement with the SEC.Securities and Exchange Commission (“SEC”). This year'syear’s election is uncontested. Accordingly, the majority vote standard will apply.
If a nominee already serving as a director is not elected at an annual meeting, then the law of the State of Delaware law(SPX’s state of organization) provides that the director will continue to serve on the Board as a "holdover director"“holdover director” until his or her successor is elected. Our Nominating and Governance Committee, however, has established procedures requiring directors to tender to the Board advance resignations. As set forth in our Corporate Governance Guidelines, the Board will nominate for election orre-election as a director only those candidates who agree to tender, promptly following each annual meeting of stockholders at which they are elected orre-elected as a director, irrevocable resignations that will be effective only if (1) the director fails to receive a sufficient number of votes forre-election at the next annual meeting of stockholders at which he or she facesre-election, and (2) the Board accepts the resignation. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with this provision.
In the event a resignation is triggered as a result of a directordirector’s not receiving a majority vote, the Nominating and Governance Committee will consider the resignation and make a recommendation to the Board on whether to accept or reject it, or whether other action should be taken. The Board will consider the Committee'sNominating and Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it in a Current Report on Form8-K filed with the SEC within 90 days from the date of the certification of the election results. At the 2014 Annual Meeting, each director standing for election received a majority of the votes cast for his or her election.
Attendance at Annual Meeting
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ATTENDANCE AT ANNUAL MEETING
It is our policy to invite all members of our Board of Directors to attend our Annual Meeting. While their attendance is not required, each of our directors serving at the time of our last Annual Meeting attended that meeting. We expect all our directors to attend the 2015 Annual Meeting.
Compensation AdvisorINDEPENDENT COMPENSATION CONSULTANT
The Compensation Committee has retained Pearl Meyer & Partners ("Pearl Meyer") as its sole independent compensation advisor.consultant. Pearl Meyer does not provide any services to our companyCompany other than advice to and services for the Compensation Committee relating to compensation of all executives and the Nominating and Governance Committee relating to compensation of ournon-employee directors. The independent compensation advisorconsultant may provide other consulting services to SPX, with approval from the Compensation Committee or the Nominating and Governance Committee. The Compensation Committee reviews services provided by its independent compensation advisorconsultant on at least an annual basis.
The independent compensation advisor:consultant:
The Compensation Committee has directed the independent compensation advisorconsultant 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.
committee. The Compensation Committee has considered the independence of Pearl Meyer in light of SEC rules, and NYSE listing standards.standards, and the requirements of the Compensation Committee charter. The Compensation Committee requested and received a letter from Pearl Meyer addressing relationships with and the independence of Pearl Meyer and the Pearl Meyer senior advisor involved in the engagement's independence, includingengagement. In addition to this information, the Compensation Committee noted the following factors: (1) other services provided to us; (2) fees paid by us as a percentage of Pearl Meyer's total revenue; (3) policies or procedures maintained by Pearl Meyer that are designed to prevent a conflict of interest; (4) any business or personal relationships between the senior advisor and a member of the Compensation Committee; (5) any company stock owned by the senior advisor; and (6) any business or personal relationships between our executive officers and the senior advisor. The Compensation Committee discussed these considerations and concluded that the work performed by Pearl Meyer and Pearl Meyer's senior advisor involved in the engagement did not raise any conflict of interest, and that Pearl Meyer provides objective and competent advice. The following protocols are designed to help ensure objectivity:
Related-Party Transactionsinterest and that each was independent.
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CORPORATE GOVERNANCE
CONSIDERATION OF RELATED-PARTY TRANSACTIONS
Pursuant to its charter and a written related-party policy, the Audit Committee is charged with reviewing and approving any related-party transactions. A related-party transaction is a transaction involving SPX and any of the following persons: a director, director nominee, or executive officer of SPX; a holder of more than 5% of SPX common stock; or an immediate family member or person sharing the household of any of these persons. When considering a transaction, the Audit Committee is required to review all relevant factors, including whether the transaction is in the best interest of our company,Company; our company'sCompany’s rationale for entering into the transaction,transaction; alternatives to the transaction,transaction; whether the transaction is on terms at least as fair to our companyCompany as would be the case were the transaction entered into with a third party,party; potential for an actual or apparent conflict of interest,interest; and the extent of the related party'sparty’s interest in the transaction.
BOARD LEADERSHIP STRUCTURE
Our legal staffgovernance documents provide the Board with flexibility to select the leadership structure that is primarily responsiblemost appropriate for the developmentCompany and implementation of procedures and controls to obtain information from our directors and officers relating to related-party transactions and then determining, based on the facts and circumstances, whether we or a related party has a direct or indirect material interest in the transaction. Currently, the only related-party transaction requiring disclosure is the interest-free loan made in 2002 to Mr. Foreman, as described in "Compensation Discussion and Analysis—2014 Compensation—Other Benefits and Perquisites," on p. 34.
In the course of the Board of Directors' determination regarding the independence of each of the non-employee directors, the Nominating and Governance Committee and Audit Committee considered any relevant transactions, relationships or arrangements. No member of our Board or management was aware of any transactions that would be required to be disclosed in this section.
Board Leadership Structure
Our Board has no fixed policy or position on whether the roles of Chairman and Chief Executive should be separate or combined, but rather makes leadership structure decisions such as thisits stockholders in consideration of then-current circumstances. Currently, Christopher J. Kearney is our CEOThe Board regularly evaluates the Company’s leadership structure and President,has concluded that the Company and its stockholders are best served by not having a formal policy regarding whether the same individual should serve as both Chairman of the Board and CEO. This approach allows the Board to elect the most qualified director as Chairman of the Board while also maintaining the ability to separate the Chairman of the Board and CEO roles when necessary or appropriate. For example, as of September 26, 2015, we separated the positions of Chairman of the Board and CEO in light of the fact that our then-elected CEO was both new to the role and had not previously served on a public company board of directors.
Currently, Eugene J. Lowe, III, serves as our President and CEO, a position he has held since September 26, 2015. In this role, Mr. Lowe is responsible for managing theday-to-day operations of the Company and for planning, formulating, and coordinating the development and execution of our corporate strategy, policies, goals, and objectives. Mr. Lowe is accountable for Company performance and reports directly to the Board.
Since September 26, 2015, Patrick J. O’Leary has served as ournon-employee Chairman of the Board. Emerson U. Fullwood is our Lead Director. The Lead Director is elected byIn this role, Mr. O’Leary’s responsibilities include the following:
Our Corporate Governance Guidelines include actingprovide that in the event the Board determines that the same individual should again serve as both Chairman of the Board and CEO, the Board will appoint an independent director to serve as Lead Director. In that circumstance, the Lead Director would serve as the principal liaison between the independent directors and the Chairman and CEO, chairingCEO; chair meetings of independent directors, developingnon-employee directors; develop the Board's agendasBoard’s agenda in collaboration with the Chairman and CEO,CEO; and reviewingreview and advisingadvise on the quality of the information provided to the Board.
We believe the leadership structure outlined above is best for our company and our stockholders at this time. The balance between our Chairman and our Lead Director has resulted in efficient leadership. Furthermore, having a single leader for both the company and the Board minimizes the potential for confusion or duplication of efforts, and provides clear leadership and accountability for our company. We believe there is good communication between management and non-employee directors, and that our outside directors are able to carry out their oversight responsibilities effectively.
The Lead Director's involvement in setting Board agendas and reviewing and commenting on information provided to the Board helps ensure an adequate flow of information to the Board. In addition, the small size of our Board and the relationship between management andnon-employee directors put each director in a position to influence agendas, the flow of information, and other matters. Ournon-employee directors meet regularly in private session, without management, as part of our Board meetings and can also call additional meetings of thenon-employee directors at their discretion.
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CORPORATE GOVERNANCE
The Board believes that its current leadership structure provides an appropriate balance among strategy development, operational execution, and independent oversight, and that this structure is currently in the best interests of Directors met ten times during 2014. the Company and its stockholders.
BOARD COMMITTEES
The Board of Directorsmet six times in 2017. The Board currently has a standing Audit Committee, Compensation Committee, and Nominating and Governance Committee. Each current director attended at least 75% of the meetings of the Board of Directors and of the committees on which he or she served in 2014, except that Mr. Campbell, who was appointed to our Board in March last year, attended 73% of such meetings due to pre-disclosed scheduling conflicts.2017. Each committee has adopted a charter that specifies the composition and responsibilities of the committee. Each committee charter is posted on our website (www.spx.com)(www.spx.com) under the heading Investor“Investor Relations—Corporate Governance.Governance—Board Committees.”
The table below provides current membership and 20142017 meeting information for each of the Board Committees. Ms. Altman was appointedcommittees.
Directors | Audit Committee | Compensation Committee | Nominating and Governance Committee | |||
Ricky D. Puckett | Chair | X | X | |||
David A. Roberts | X | Chair | X | |||
Ruth G. Shaw | X | X | Chair | |||
Robert B. Toth* | X | |||||
Tana L. Utley | X | |||||
Number of Meetings | 5 | 5 | 5 |
| * | Mr. Toth joined the Board and Compensation Committee effective July 1, 2017. |
AUDIT COMMITTEE
Membership
The Board has determined that each member of the Audit Committee is independent in accordance with our Audit Committee charter, Corporate Governance Guidelines, and Independence Standards, as well as with the rules of the SEC and the listing standards of the NYSE. In addition, the Board in March 2015,has determined that each member of the Audit Committee has a working familiarity with basic finance and accounting practices, including the ability to read and understand financial statements. Finally, the Board has determined that Mr. Puckett is an “audit committee financial expert” under the rules of the SEC and has not yet been appointedaccounting and/or related financial management expertise, as required by the listing standards of the NYSE.
Function
The Audit Committee is responsible for ensuring the integrity of the financial information reported by our Company. The Audit Committee appoints the independent registered public accounting firm, approves the scope of audits performed by it and by the internal audit staff, and reviews the results of those audits. The Audit Committee also meets with management, the Company’s independent registered public accounting firm, and the internal audit staff to any Committees.review audit andnon-audit results, as well as financial, cybersecurity, accounting, compliance, and internal control matters. In addition, the Board has delegated oversight of the Company’s enterprise risk management program to the Audit Committee.
Additional information on the Audit Committee and its activities is set forth in the “Audit Committee Report” on page 43.
| Name | | Audit Committee | | Compensation Committee | | Nominating and Governance Committee | | ||||||||
| Anne K. Altman | |||||||||||||||
| Patrick D. Campbell | X | X | |||||||||||||
| Emerson U. Fullwood | X | X | Chair | ||||||||||||
| Robert F. Hull, Jr. | X | X | |||||||||||||
| Terry S. Lisenby | Chair | X | |||||||||||||
| Michael J. Mancuso | X | Chair | X | ||||||||||||
| David V. Singer | X | X | |||||||||||||
| Number of Meetings | | 8 | | 8 | | 5 | |
COMPENSATION COMMITTEE
Membership
The Board has determined that each member of the Compensation Committee is independent in accordance with our Compensation Committee Charter, Corporate Governance Guidelines, and Independence Standards, as well as with the rules of the SEC and the listing standards of the NYSE. In addition, the Board has determined that each member of the Compensation Committee meets the “outside director” and“non-employee director” requirements as defined, respectively, under grandfathered provisions of Section 162(m) of the Internal Revenue Code and Section 16 under the Securities Exchange Act of 1934, as amended.
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CORPORATE GOVERNANCE
The Compensation Committee sets the compensation for our executive officers, including agreements with our executive officers, equity grants, and other awards, and makes recommendations to the Board on these same matters for our CEO. The Compensation Committee receives input regarding compensation for our executive officers, including proposed compensation, from its independent compensation consultant, as well as from our CEO for his direct reports. The Compensation Committee has delegated to our CEO the authority to issueone-time grants of Contentsup to $50,000 per individual and $250,000 in the aggregate annually tonon-officer employees.
The Compensation Committee has the authority under its charter to retain, terminate, and set fees and retention terms for its independent compensation consultant or such other outside advisors as it deems necessary or appropriate in its sole discretion. The Compensation Committee reviews outside consultants and advisors on at least an annual basis to determine objectivity and review performance, including a review of the total fees paid to such consultants and advisors. The Compensation Committee has retained Pearl Meyer as its independent compensation consultant.
Additional information on the Compensation Committee, its activities, and its relationship with its independent compensation consultant, and on management’s role in setting compensation, is set forth in “Compensation Discussion and Analysis,” beginning on page 18, and “Corporate Governance—Independent Compensation Consultant,” on page 4.
NOMINATING AND GOVERNANCE COMMITTEE
Membership
The Board has determined that each member of the Nominating and Governance Committee is independent in accordance with our Nominating and Governance Committee Charter, Corporate Governance Guidelines, and Independence Standards, as well as with the rules of the SEC and the listing standards of the NYSE.
Function
The Nominating and Governance Committee assists the Board in identifying qualified individuals to become Board members and by recommending director nominees to the Board; develops and recommends to the Board our Corporate Governance Guidelines; leads the Board in its annual review of the Board’s performance; and makes recommendations to the Board regarding the compensation ofnon-employee directors and the assignment of individual directors to various committees. The Nominating and Governance Committee also approves equity awards fornon-employee directors, subject to Board approval.
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Annual Compensation Our director compensation program includes the following compensation opportunities for ournon-employee directors: Annual Retainer of Cash Annual Equity Grant of Restricted Stock Units Additional Fees: Chairman of the Board Audit Committee Chair Compensation Committee Chair Nominating and Governance Committee We pay the annual retainer and any applicable additional fees to ournon-employee directors in equal quarterly installments, paid in arrears. The cash portion of compensation for a director who has a partial quarter of service (due to joining or leaving the Board, or beginning or ending service as Chairman or a Committee Chair, during the quarter) ispro-rated. We do not pay meeting fees or additional compensation to directors for special meetings. The annual equity grant is provided by grants of restricted stock units (“RSU”) under the SPX Corporation 2006Non-Employee Directors’ Stock Incentive Plan and the SPX Corporation 2002 Stock Compensation Plan (the “2002 Stock Plan”). We award RSUs to ournon-employee directors based on the grant date value of the award (calculated by dividing the $130,000 annual equity retainer by the closing price of the Company’s stock on the date of grant). The RSU award is granted on the date of our Annual Meeting and vests the day before the following annual meeting. Vesting is subject to the director’s continued service on our Board through such vesting date. The annual equity grant for a director who has a partial year of service (due to joining the Board during the year) ispro-rated. Our Directors who are SPX employees receive no compensation for their service as directors. Mr. Toth joined our Board as a Mr. We reimbursenon-employee directors for the reasonable expenses of attending Board and committee meetings and for expenses associated with director training and development. From time to time, a director’s spouse may accompany the director to certain business functions, and tax laws may require the incremental costs associated with the spouse’s attendance to be imputed as income to the director. On occasion, a director’s spouse may accompany a director when heTable of ContentsDIRECTOR COMPENSATION Additional information on the Committee, its activities, its relationship with its independent compensation advisor and management's role in setting compensation is set forth in "Compensation Discussion and Analysis," beginning on p. 24, and "Corporate Governance—Compensation Advisor," beginning on p. 13.$ 75,000 Nominating and Governance Committee
Membership:
The Board of Directors has determined that each member$130,000 $ 125,000 $ 20,000 $ 15,000 is independent in accordance with our Nominating and Governance Committee charter, Corporate Governance Guidelines and Independence Standards, as well as the rules of the SEC and the listing standards of the NYSE.Function:Chair
The Committee assists the Board of Directors in identifying qualified individuals to become Board members and recommending to the Board of Directors the director nominees; develops and recommends to the Board of Directors our Corporate Governance Guidelines; leads the Board of Directors in its annual review of the Board of Director's performance; makes recommendations to the Board of Directors regarding the compensation of non-employee directors; and makes recommendations to the Board of Directors with respect to the assignment of individual directors to various committees. The Committee also approves equity awards for non-employee directors, subject to approval by the Board of Directors.$10,000 Tablenon-employee directors have the option to defer settlement and payout of Contentssuch RSU grants that vest until six months after separating from service on our Board (or, if earlier, a Change in Control as defined in the 2002 Stock Plan). Anon-employee director must generally make such deferral election in the year prior to the grant of the RSU award.DIRECTOR COMPENSATION
We do not currently pay dividends, or with respect to the RSUs, dividend equivalents. We compensate non-employee directors under the SPX Corporation 2006 Non-Employee Directors' Stock Incentive Plan (the "2006 Directors' Plan") and the 2002 Stock Compensation Plan (the "2002 Plan").Cash and Equity Compensation We compensate our non-employee directors using a combination of cash and equity. The Nominating and Governance Committee reviewsnon-employee director compensation from time to time.time and makes recommendations to the Board. The Nominating and Governance Committee compares ournon-employee director compensation to our peer companies and consults with our independent compensation consultant when reviewing compensation type and structure. Non-employee director 2014 cash compensation was unchanged from 2013. The annual retainer was $90,000. No additional compensation was awarded for service2017 COMPENSATION member of any committee, servicenon-employee director effective July 1, 2017 and receivedpro-rated annual compensation as chair of any committee or attendance at meetings. Each of described above.K. CampbellLowe, our President and Mr. FullwoodCEO, received additional cash compensation equal to the additional fee we pay to our Lead Director, pro-rated for his time of service in that role. Mr. Kearney is our Chairman and receives no additional compensation for his service in that role.as a director. In addition to a cash retainer, each non-employee director receives grants of restricted stock. In 2013, we moved to a system of awarding stock grants based on the grant date value of the award, rather than awarding a fixed number of shares. Additionally, in 2013 we began awarding shares to our non-employee directors as of the date of our Annual Meeting, which shares vest at the following Annual Meeting, subject to the director's continued service on our Board as of the date of that meeting. Time-vested awards are designed to help ensure engaged directors with interests closely aligned with those of our long-term stockholders. In May, 2014, each director then serving received a grant of 1,257 shares of restricted stock under our 2002 Stock Compensation Plan, with a grant date value of $130,037. Mr. Hull received a pro-rated portion of the grant, with a grant date value of $65,031, when he joined the Board in August 2014. Prior to 2013, one-third of each grant became eligible to vest on each of the three anniversaries of the original grant date, subject to meeting performance standards. The restricted stock granted in 2012 would have vested if SPX total stockholder return exceeded that of the S&P 500 Index (the "S&P 500") for either the first year in which the tranche could have vested or the cumulative period since the grant date. Shares of restricted stock that did not vest within the three-year vesting period in accordance with these performance requirements were forfeited. One tranche granted prior to 2013 was eligible for vesting at the end of 2014—the third tranche of the 2012 awards. This tranche did not vest because we did not outperform the relevant index in either of 2014 or the three-year measurement period. Accordingly, directors forfeited this tranche, together with accrued dividends on the forfeited shares. Any cash dividends paid with respect to shares of unvested restricted stock are deposited in the director's name in an escrow or similar account maintained by SPX Corporation for that purpose. These dividends are subject to the same time and performance restrictions as the shares of restricted stock to which they relate and are payable only upon vesting of the underlying stock.OTHER BENEFITSOtherMatching Gifts Program The SPX Foundation (the "Foundation")We will make matching donations for qualified charitable contributions for any director up to a total of $20,000$10,000 per annum.year.Table of ContentsTravel Reimbursements8 2018 PROXY STATEMENT
DIRECTOR COMPENSATION
or she travels on our corporate aircraft for Board-related business; in such instances, the value of the spouse’s travel is imputed as income to the director (determined under the U.S. Department of Transportation’s standard industry fare level (“SIFL”)).
STOCK OWNERSHIP GUIDELINES
Our Stock Ownership Guidelines are designed to help ensure that our directors are engaged and have interests closely aligned with those of our long-term stockholders. We request that allnon-employee
Non-employee director directors achieve holdings in Company stock ownership guidelines areof three times the annual cash retainer. Each director is requested to attain the desired level of ownershipretainer within five years of thehis or her date of appointment as a director. All of our directors were in compliance with these requirements as of March 20, 2018. For additional information on our Stock Ownership Guidelines, see “Stock Ownership Guidelines,” on page 15.
The following table summarizes the compensation of our directors who served during 2017. Mr. Lowe, our President and CEO, receives no compensation in connection with his service as a director and, accordingly, is omitted from this table.
Directors
|
Fees Earned or Paid in Cash ($)(1)
| Stock Awards ($)(2)
| All Other Compensation ($)(3)
| Total ($)
| ||||
Patrick J. O’Leary
| $200,000(a)
| $130,000
| $ —
| $330,000
| ||||
Ricky D. Puckett
| $ 95,000(b)
| $130,000
| $ 6,750
| $231,750
| ||||
David A. Roberts
| $ 90,000(c)
| $130,000
| $ 10,000
| $230,000
| ||||
Ruth G. Shaw
| $ 85,000(d)
| $130,000
| $ 10,000
| $225,000
| ||||
Robert B. Toth
| $ 37,500(e)
| $113,260
| $ —
| $150,760
| ||||
Tana L. Utley
| $ 75,000
| $130,000
| $ —
| $205,000
| ||||
| (1) | Represents annual retainer of $75,000. In addition: |
| (a) | Mr. O’Leary’s fees include $125,000, representing the additional fee for serving as Chairman of the Board. |
| (b) | Mr. Puckett’s fees include $20,000, representing the additional fee for serving as Audit Committee Chair. |
| (c) | Mr. Roberts’s fees include $15,000, representing the additional fee for serving as Compensation Committee Chair. |
| (d) | Dr. Shaw’s fees include $10,000, representing the additional fee for serving as Nominating and Governance Committee Chair. |
| (e) | Mr. Toth’s annual retainer ispro-rated for service beginning July 1, 2017. |
| (2) | Stock awards are time-vested awards that vest the day before the next annual meeting following the grant date. The amounts in the table represent the grant date fair value, based on the closing price of our stock on the grant date. Mr. Toth’s annual equity grant ispro-rated for service beginning July 1, 2017. |
| (3) | Represents matching donations for qualified charitable contributions for Mr. Puckett, Mr. Roberts, and Dr. Shaw. |
| 2018 PROXY STATEMENT | 9 |
PROPOSAL 1: ELECTION OF DIRECTORS
Our Board currently consists of seven directors. The directors are divided into three classes. There are currently three directors in the first class, two directors in the second class, and two directors in the third class.
At this Annual Meeting, you will be asked to elect two directors to the third class, Dr. Shaw and Mr. Toth. Mr. Lowe, Mr. O’Leary, and Mr. Roberts were elected to the first class by our stockholders at our 2016 Annual Meeting of Stockholders and Mr. Puckett and Ms. Utley were elected to the second class by our stockholders at our 2017 Annual Meeting of Stockholders, and they will continue to serve on the Board as described below.
Each of the director nominees is a current SPX director and, if elected, will serve for the terms as described below until a qualified successor director has been elected or until he or she resigns, retires, or is removed by the stockholders for cause.
Each director nominee has agreed to tender, promptly following his or her election, an irrevocable resignation effective upon his or her failure to receive the required vote forre-election at the next meeting at which he or she would facere-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 Dr. Shaw and Mr. Toth. If unforeseen circumstances (such as death or disability of the nominee) make it necessary for the Board to substitute another person for any of the nominees, then your shares will be voted FOR that other person. The Board does not anticipate that any of the nominees will be unable to serve.
Nominees for Election to Serve Until 2021 Annual Meeting
 Ruth Shaw Retired Group Executive Age: 70 Director since: 2015 Committees: • Nom. & Gov. (Chair) • Audit • Compensation | PROFESSIONAL HIGHLIGHTS Ruth G. Shaw, 70, retired in 2007 from Duke Energy Corporation, an electricity and natural gas provider, and remained an Executive Advisor to the company until 2009. At Duke, she served as Group Executive for Public Policy and President, Duke Nuclear, from 2006 to 2007; President and Chief Executive Officer, Duke Power Company, from 2003 to 2006; Executive Vice President and Chief Administrative Officer from 1997 to 2003; and in various other roles from 1992 to 1997. She was also President of The Duke Energy Foundation from 1994 to 2003. Dr. Shaw is currently a director of DTE Energy and DowDuPont Inc., and previously served as a director of The Dow Chemical Company prior to its 2017 merger transaction with E.I. du Pont de Nemours and Company. She served on the board of directors of the Foundation for the Carolinas, and has been a director and chair of the boards of the University of North Carolina Charlotte; the UNCC Charlotte Foundation; The Carolinas Thread Trail; the United Way of Central Carolinas; and the Arts & Science Counsel. She a former member of the executive committees of the Nuclear Energy Institute and the Institute of Nuclear Power Operations. 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 the electric utility industry; corporate governance; human resources management; executive compensation; information technology; communications and public relations; environment, health and safety management; procurement; and diversity to our Board. |
| 10 | 2018 PROXY STATEMENT |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
 Bob Toth Managing Director at Age: 57 Director since: 2017 Committees: • Compensation | PROFESSIONAL HIGHLIGHTS Robert B. Toth, 57, has served as a Managing Director at CCMP Capital Advisors, LLC, a private equity investment firm, since 2016. Prior to joining CCMP, Mr. Toth served as President, Chief Executive Officer and Director from 2005 and, additionally, Chairman of the Board from 2011 of Polypore International, Inc., a high technology filtration products company. Prior to that, Mr. Toth served as Chief Executive Officer, President and Director of CP Kelco ApS, a specialty hydrocolloids producer, from 2001 to 2005. Prior to joining CP Kelco, he spent 19 years at Monsanto Company, and its spinoff company, Solutia Inc. Mr. Toth is currently a director of PQ Corporation, Materion Corporation, and Hayward Industries, Inc. He earned his bachelor degree in Industrial Management from Purdue University and his MBA from the John M. Olin School of Business at Washington University in St. Louis, Missouri. SKILLS AND QUALIFICATIONS Mr. Toth contributes significant insight on mergers and acquisitions and on strategic portfolio management and the strategic and operational issues related thereto. Mr. Toth also brings extensive experience leading companies in the manufacturing sector, including knowledge and skills in senior management, finance, and operations. |
 | YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES. |
Directors Continuing to Serve Until 2019 Annual Meeting
 Gene Lowe President and CEO of Age: 50 Director since: 2015 Committees: • None | PROFESSIONAL HIGHLIGHTS Eugene J. Lowe, III, 50, has served as President and Chief Executive Officer of SPX Corporation since September 2015. He was appointed an officer of SPX in 2014 and previously served as Segment President, Thermal Equipment and Services, from 2013 to 2015; President, Global Evaporative Cooling, from 2010 to 2013; and Vice President of Global Business Development and Marketing, Thermal Equipment and Services, from 2008 to 2010. Prior to joining SPX, Mr. Lowe held positions with Milliken & Company, Lazard Technology Partners, Bain & Company, and Andersen Consulting. 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. |
| 2018 PROXY STATEMENT | 11 |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
 Patrick O’Leary Retired Executive Age: 60 Director since: 2015 Committees: • None | PROFESSIONAL HIGHLIGHTS Patrick J. O’Leary, 60, retired in August 2012 from SPX Corporation, having served as Vice President, Finance, Treasurer and Chief Financial Officer from 1996, and later as Executive Vice President in 2004. During his more than 15 years with SPX, he was a principal architect of the Company’s transformation until his retirement. Prior to joining SPX, Mr. O’Leary served as Chief Financial Officer and a director of Carlisle Plastics, Inc., from 1994 to 1996. He began his career with Deloitte & Touche LLP, where he held various roles of increasing responsibility from 1978 to 1994, including Partner in the firm’s Boston office from 1988 to 1994. Mr. O’Leary currently serves as a director of PulteGroup, Inc. and Halyard Health Inc. He earned his bachelor’s degree in Accountancy and Law from the University of Southampton, England. SKILLS AND QUALIFICATIONS Mr. O’Leary contributes a deep understanding of SPX history and businesses to our Board. In addition, he brings broad financial strategy expertise, including strong financial acumen, and mergers and acquisition and governance experience. Mr. O’Leary also contributes leadership skills developed through his experience serving on various public company boards. |
 Dave Roberts Chairman of the Board Age: 70 Director since: 2015 Committees: • Compensation (Chair) • Audit • Nom. & Gov. | PROFESSIONAL HIGHLIGHTS David A. Roberts, 70, has served as Chairman of the Board of Carlisle Companies, Inc., a diversified manufacturing company, since 2017. He previously served as Carlisle’s Executive Chairman of the Board, in 2016; its Chairman and Chief Executive Officer, from 2014 to 2015; and its Chairman, President and Chief Executive Officer, from 2007 to 2014. Prior to joining Carlisle, Mr. Roberts served as Chairman, President and Chief Executive Officer of Graco, Inc., a fluid handling system provider, from 2001 to 2007. Prior to that, Mr. Roberts served as a Group Vice President of The Marmon Group, LLC, a diversified industrial holding company, from 1995 to 2001. He began his career serving in a variety of manufacturing, engineering, and general management positions with The Budd Company, Pitney Bowes, and FMC Corporation. Mr. Roberts is currently a director of Franklin Electric Co., Inc. and Horizon Global Corporation; and previously served as a director of Polypore International, Inc. prior to its 2015 merger transaction with Asahi Kasei 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. |
| 12 | 2018 PROXY STATEMENT |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Directors Continuing to Serve Until 2020 Annual Meeting
 Rick Puckett Retired Executive Age: 64 Director since: 2015 Committees: • Audit (Chair) • Compensation • Nom. & Gov. | PROFESSIONAL HIGHLIGHTS Ricky D. Puckett, 64, retired in December 2016 fromSnyder’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 withSnyder’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 for, Whitehorse Finance, Inc. He has served on the board of the North Carolina Blumenthal Performing Arts Center and the Wake Forest Graduate School in Charlotte. He is a certified public accountant and received his bachelor’s degree in Accounting and his MBA from the University of Kentucky. SKILLS AND QUALIFICATIONS Mr. Puckett brings extensive accounting and financial experience, including financial strategy and governance to our Board. In addition, he offers a deep understanding of mergers and acquisitions; strategic planning and analysis; commodity risk management; strategic information technology; organizational development; human resources management; and investor relations. |
 Tana Utley Vice President of Large Age: 54 Director since: 2015 Committees: • Audit | PROFESSIONAL HIGHLIGHTS Tana L. Utley, 54, has served as Vice President of the Large Power Systems Division at Caterpillar Inc., a manufacturer of construction and mining equipment, engines, turbines, and locomotives, since 2013. She joined the company in 1986 and has held a number of roles, including a variety of engineering and general management positions. Ms. Utley has served in key engineering and leadership roles in the development ofnear-zero-emissions engines, and she has held general management positions in Caterpillar’s components and engines businesses. 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, and implementation of new programs to our Board. Ms. Utley also brings a depth of understanding of how to minimize the environmental impact of manufacturing companies. |
| 2018 PROXY STATEMENT | 13 |
PROPOSAL NO. 1: ELECTION OF DIRECTORS
Director and Nominee Skills and Experience
Under the leadership of our Nominating and Governance Committee, our Board developed and maintains a director skills matrix that identifies expertise and experience that the Board believes contribute to an effective and well-functioning board and that the Board as a whole should possess.
The Nominating and Governance Committee and the Board use this matrix to identify areas for director training and as a tool to maintain a balanced and well-rounded board. In addition, the Nominating and Governance Committee considers these and other criteria when evaluating potential candidates for the Board. Together, this variety of skill sets, experiences, and personal backgrounds allows our directors to provide the diversity of thought that is critical to the Board’s decision-making and oversight process. For a better understanding of our Board qualifications and diversity, we encourage you to read “Director Nominees, Qualifications, and Diversity” beginning on page 2.
\Employee Engagement, Safety, and Talent Examples include culture, safety results, and workforce planning Strategic Portfolio Management Examples include experience with acquisitions, divestitures, integration, and strategic planning Operations and Continuous Improvement Examples include experience in operations, project management, and supply chain management Innovation and Technology Development Examples include research & development, new product introductions, and business transformation Growth and Value Creation Examples include sales, distribution, and channel management Financial Planning and Review Examples include financial and accounting experience CEO Experience Corporate Governance Executive Compensation Risk Management Ethics and Compliance Technology and Cybersecurity Industry Expertise (multi-industrial manufacturing) Lowe O’Leary Puckett Roberts Shaw Toth Utley ENTERPRISE PRIORITIES OTHER KEY EXPERIENCE Technical Expertise (e.g., direct hands-on experience and subject-matter expert during his/her career) Managerial Knowledge (e.g., experience derived through general managerial experience) Working Knowledge (e.g., exposure as a Board committee member at SPX or another company) No Knowledge (e.g., exposure comes from Board Committee report-outs only)
| 14 | 2018 PROXY STATEMENT |
We maintain Stock Ownership Guidelines to emphasize the importance of substantive, long-term share ownership by our directors and officers to align their financial interests with those of our stockholders.
The guidelines are:
Position | Target Value | |
Non-Employee Directors | 3x annual retainer | |
Chief Executive Officer | 5x annual salary | |
Chief Operating Officer* | 4x annual salary | |
Other Executive Officers | 3x annual salary | |
Other Designated Executives | 1x annual salary |
| * SPX does not currently have the COO position. |
Shares held in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines.Guidelines. Unexercised stock options and unvested performance-based equity awards are excluded. We asknon-employee directors and executives to attain the desired level of stock ownership within five years of appointment to a director or officer position.
Once anon-employee director or executive attains the desired level of share ownership, he or she will continue to be in compliance with these guidelines even if the directorhe or she later falls below the guideline, provided thatas long as he or she retains at least 50% of the net shares acquired upon exercise of stock options and at least 50% of the net shares acquired pursuant to vested restricted equity awards and vested restricted stock unit grants until he or she again meets or exceeds the guidelines. “Net shares” means the shares remaining after disposition of shares necessary to pay the related tax liability and, if applicable, the stock option exercise price.
Eachnon-employee director and named executive officer was in compliance with these requirements as of January 31, 2015.
Director Compensation Table
March 20, 2018.
The following table summarizes the compensation of our directors who served during 2014. Mr. Kearney, our Chairman, President and CEO, receives no compensation in connection with his service as a director and, accordingly, is omitted from this table. Ms. Altman did not serve as a director in 2014, and is therefore also omitted from this table.
| 2018 PROXY STATEMENT | 15 |
| | | | | | | | | | | | | | | | | | | | |
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| J. Kermit Campbell | $ | 38,630 | $ | 0 | $ | 38,630 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Patrick D. Campbell | $ | 75,000 | $ | 130,037 | $ | 205,037 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Emerson U. Fullwood | $ | 106,370 | $ | 130,037 | $ | 236,407 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Robert F. Hull, Jr. | $ | 30,000 | $ | 65,031 | $ | 95,031 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Terry S. Lisenby | $ | 90,000 | $ | 130,037 | $ | 220,037 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Michael J. Mancuso | $ | 90,000 | $ | 130,037 | $ | 220,037 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| David V. Singer | $ | 90,000 | $ | 130,037 | $ | 220,037 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Martha B. Wyrsch | $ | 90,000 | $ | 130,037 | $ | 220,037 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
The total number of shares of unvested restricted stock held by each current director on December 31, 2014, was: Mr. P. Campbell, 1,257; Mr. Fullwood, 2,091; Mr. Hull, Jr., 621; Mr. Lisenby, 2,091; Mr. Mancuso, 2,091; and Mr. Singer, 1,257.
Directors and Officers
DIRECTORS AND EXECUTIVE OFFICERS
The following table showsincludes information about how much of our common stock our current(our only outstanding class of equity securities) is beneficially owned by:
Unless otherwise noted, amounts and percentages are as of March 1, 2015. The "named executive officers" are our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated officers who were serving as officers as of December 31, 2014.20, 2018.
Number of Shares of Common Stock Beneficially Owned(1)
|
Right to Acquire Beneficial Ownership Under Options Exercisable/ Stock Units Distributable Within
| Percent of Class
| ||||||||||
DIRECTORS AND DIRECTOR NOMINEES WHO ARE NOT NAMED EXECUTIVE OFFICERS
|
| |||||||||||
Patrick J. O’Leary
|
|
20,192
|
|
|
4,810
|
|
|
*
|
| |||
Ricky D. Puckett
|
|
20,192
|
|
|
4,810
|
|
|
*
|
| |||
David A. Roberts
|
|
20,192
|
|
|
4,810
|
|
|
*
|
| |||
Ruth G. Shaw
|
|
20,192
|
|
|
4,810
|
|
|
*
|
| |||
Robert B. Toth
|
|
4,491
|
|
|
4,491
|
|
|
*
|
| |||
Tana L. Utley
|
|
20,192
|
|
|
4,810
|
|
|
*
|
| |||
NAMED EXECUTIVE OFFICERS
| ||||||||||||
Eugene J. Lowe, III(3)
|
|
267,170
|
|
|
197,856
|
|
|
*
|
| |||
Scott W. Sproule(3)
|
|
86,642
|
|
|
37,782
|
|
|
*
|
| |||
J. Randall Data(3)
|
|
48,750
|
|
|
31,097
|
|
|
*
|
| |||
John W. Nurkin(3)
|
|
59,118
|
|
|
25,184
|
|
|
*
|
| |||
John W. Swann, III(3)
|
|
54,822
|
|
|
25,588
|
|
|
*
|
| |||
All directors and executive officers as a group (13 persons)(3)
|
|
691,848
|
|
|
384,399
|
|
|
1.60
|
%
| |||
| * | Less than 1.0% |
| (1) | Beneficial ownership is a technical term broadly defined by the SEC to mean more than ownership in the usual sense. In general, beneficial ownership includes any shares a director or officer can vote or transfer, stock options that are exercisable or would become exercisable within 60 days, and other shares a director or officer would have the right to acquire within 60 days. The number of our shares beneficially owned by each of the named executive officers and by all directors and officers as a group includes shares represented as held under the individual’s account under the SPX Corporation Retirement Savings and Stock Ownership Plan. The stockholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them. |
| (2) | Represents shares of our common stock issuable under options that are exercisable or become exercisable within 60 days of March 20, 2018 and RSUs that vest within 60 days of March 20, 2018. 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 SPX Corporation Retirement Savings and Stock Ownership Plan (“401(k) Plan”) for each of the following: Mr. Lowe, 3,269 shares; Mr. Sproule, 2,724 shares; Mr. Data, 1,861 shares; Mr. Nurkin, 3,517 shares; Mr. Swann, 2,275 shares; and all directors and executive officers as a group, 17,540 shares. Directors do not participate in our 401(k) Plan. |
| 16 | 2018 PROXY STATEMENT |
OWNERSHIP OF COMMON STOCK
The following table includes any shares a director or officer can vote or transfer and stock options that are exercisable currently or become exercisable within 60 days. The number of our shares beneficially owned by each of the named executive officers and by all directors and officers as a group includes shares held in the SPX Corporation Retirement Savings and Stock Ownership Plan. Except as otherwise noted, the stockholders named in this table have sole voting and investment power for all shares shown as beneficially owned by them. No options were exercisable within 60 days as of March 1, 2015.
The percent of SPX common stock owned is based on 40,977,085 shares outstanding as of March 1, 2015.
| | | | | | | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |
| | Directors and Named Executive Officers | | Shares of Common Stock Owned | | Percent of Class | | ||||||||
| | | | | | | | | | | | | | | |
| Anne K. Altman | 0 | * | |||||||||||
| | | | | | | | | | | | | | | |
| Patrick D. Campbell | 1,257 | * | |||||||||||
| | | | | | | | | | | | | | | |
| Robert B. Foreman | 109,405 | * | |||||||||||
| | | | | | | | | | | | | | | |
| Emerson U. Fullwood | 16,232 | * | |||||||||||
| | | | | | | | | | | | | | | |
| Robert F. Hull, Jr. | 621 | * | |||||||||||
| | | | | | | | | | | | | | | |
| Christopher J. Kearney (1) | 577,385 | 1.4 | % | ||||||||||
| | | | | | | | | | | | | | | |
| Kevin L. Lilly | 77,386 | * | |||||||||||
| | | | | | | | | | | | | | | |
| Terry S. Lisenby | 6,431 | * | |||||||||||
| | | | | | | | | | | | | | | |
| Michael J. Mancuso | 14,765 | * | |||||||||||
| | | | | | | | | | | | | | | |
| David V. Singer | 3,098 | * | |||||||||||
| | | | | | | | | | | | | | | |
| Jeremy W. Smeltser | 86,879 | * | |||||||||||
| | | | | | | | | | | | | | | |
| J. Michael Whitted | 64,390 | * | |||||||||||
| | | | | | | | | | | | | | | |
| All directors and officers as a group (17 persons) | 1,150,273 | 2.8 | % | ||||||||||
| | | | | | | | | | | | | | | |
Other Principal SPX Stockholders
Set forth in the table below iscertain information about each person or entity known to us to be the beneficial ownersowner of more than five percent of the issued and outstanding shares of our common stock. The percent of class held is based on 40,977,085 shares of our common stock outstanding on March 1, 2015.
| | | | | | | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |
| | Name and Address | | Shares of Common Stock Beneficially Owned | | Percent of Class | | ||||||||
| | | | | | | | | | | | | | | |
| Relational Investors, LLC (1) | 3,549,349 | 8.7 | % | ||||||||||
| | | | | | | | | | | | | | | |
| BlackRock, Inc. (2) | 2,941,261 | 7.2 | % | ||||||||||
| | | | | | | | | | | | | | | |
| The Vanguard Group (3) | 2,538,190 | 6.2 | % | ||||||||||
| | | | | | | | | | | | | | | |
| Barrow, Hanley, Mewhinney & Strauss, LLC (4) | 2,341,497 | 5.7 | % | ||||||||||
| | | | | | | | | | | | | | | |
| JPMorgan Chase & Co. (5) | 2,291,121 | 5.6 | % | ||||||||||
| | | | | | | | | | | | | | | |
Name and Address Shares of Common Stock Beneficially Owned Percent of Class(1) BlackRock, Inc. 55 East 52nd Street New York, NY 10055 The Vanguard Group 100 Vanguard Boulevard Malvern, PA 19355 ACR Alpine Capital Research, LLC 8000 Maryland Avenue, Suite 700 St. Louis, MO 63105 Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Based SECTION 16(A) BENEFICIAL OWNERSHIPREPORTING COMPLIANCE5,334,444(2) 12.42% 4,528,039(3) 10.54% 2,529,964(4) 5.89% (1) Ownership percentages set forth in this column are based on the assumption that each of the principal shareowners continued to own, as of March 20, 2018, the number of shares reflected in the table. (2) Based on information provided in a Schedule 13G/A filed with the SEC on January 19, 2018, by BlackRock, Inc., and certain affiliated entities (“BlackRock”). BlackRock reports having sole voting power with respect to 5,252,974 of the shares and sole dispositive power with respect to all the shares. The Schedule 13G/A indicates that Blackrock Fund Advisors beneficially owns five percent or greater of our outstanding stock. (3) Based on information provided in a Schedule 13G/A filed with the SEC on February 12, 2018, by The Vanguard Group and certain affiliated entities (“Vanguard”). Vanguard reports having sole voting power with respect to 82,047 of the shares; shared voting power with respect to 17,232 of the shares; sole dispositive power with respect to 4,431,760 of the shares; and shared dispositive power with respect to 96,279 of the shares. (4) Based on information provided in a Schedule 13G/A filed with the SEC on February 13, 2018, by ACR Alpine Capital Research, LLC (“ACR”); Alpine Investment Management, LLC (“AIM”); Alpine Private Capital, LLC (“APC”); Alpine Partners Management, LLC (“APM”); MQR, L.P. (“MQRLP”); ACR Multi-Strategy Quality Return Fund (“MQRFUND”); and Nicholas V. Tompras (collectively, the “Alpine Entities”). The Alpine Entities report having sole voting and sole dispositive power with respect to none of the shares and shared voting and shared dispositive power as follows: (a) MQRLP, ACR, AIM, APM, and Mr. Tompras with respect to the 27,500 shares owned directly by MQRLP; (b) MQRFUND, ACR, AIM, and Mr. Tompras with respect to the 77,498 shares owned directly by MQRFUND; (c) ACR, AIM, APC, and Mr. Tompras with respect to the 402,857 shares owned directly by accounts separately managed by APC; and (d) ACR, AIM, and Mr. Tompras with respect to the 2,022,109 shares owned directly by accounts separately managed by ACR. that SPX'sour directors, officers, directors and beneficial owners of more than 10% stockholdersof our outstanding common stock to file with the SEC reports of ownership and changes in ownership. SEC regulations require that directors, officers, and beneficial owners of ownershipmore than 10% of SPXour outstanding common stock furnish us with the SEC and the NYSE. copies of all Section 16(a) reports they file.onsolely upon a review of copies of these reports providedForms 3 and 4 (including amendments to such forms) furnished to us during 2017 and written representations from officersForms 5 furnished with respect to 2017, no director, officer, or beneficial owner of more than 10% of our outstanding common stock failed to file on a timely basis during 2017 any reports required by Section 16(a), except a Form 4 reporting sales of common stock on March 10, 2017 by Michael A. Reilly, Corporate Controller and directors, we believe that all filing requirements were met.Chief Accounting Officer, was filed after the reporting deadline. 2018 PROXY STATEMENT17
Compensation Discussion and Analysis
The following pages of
INTRODUCTION
This Compensation Discussion and Analysis (“CD&A”) provides information about our proxy statement describe SPX's executive compensation program and the factors considered in making compensation decisions made by the Compensation Committee for our named executive officers ("NEOs"(“NEOs”).
Our NEOs for 2017 are listed in the table below:
Named Executive Officer | Title | |
Eugene J. Lowe, III | President and Chief Executive Officer | |
Scott W. Sproule | Vice President, Chief Financial Officer and Treasurer | |
J. Randall Data | President, South Africa and Global Operations | |
John W. Nurkin | Vice President, General Counsel and Secretary | |
John W. Swann, III | President, Weil-McLain, Marley Engineered Products and Radiodetection |
EXECUTIVE SUMMARY
The past two and a half years have been transformative for SPX. In 2015, we completed thespin-off of the Flow business (the“Spin-Off”) into an independent, publicly-owned company called SPX FLOW, Inc. (“FLOW”). TheSpin-Off became effective on September 26, 2015, at which time our executive officers and directors assumed their new roles. As a result, we believe that a focus on operations as the “new” SPX, is particularly relevant for evaluating our business performance and executive compensation.
When assessing ourpay-for-performance outcomes, it is necessary to separate thepre-Spin-Off results frompost-Spin-Off results. The Company’s business model, strategy, managed assets, executive officer team, and membership of the Compensation Committee (the “Committee”) listed below.of our Board were materially different compared with periods prior to theSpin-Off.
Summary of Key Business Accomplishments
Over the past year, our overall solid execution has placed us in our strongest financial condition since theSpin-Off. We achieved several key milestones on our value creation roadmap, positioning our Company for further success and investments in organic and inorganic growth, which included the following accomplishments:
| • | Our full-year results were at the upper end of our 2017 guidance range, including Core operating income* growth of approximately 24%;† |
| • | Our Core free cash flow* exceeded our expectations and targets, achieving 118%† conversion of adjusted net income from continuing operations;* |
| • | We increased segment income in our Detection and Measurement and Engineered Solutions (Core)* segments by approximately 40% each; |
| 2016 | 2017 | |||||
GAAP EPS | $0.30 | | $1.91 | |||
Adjusted EPS* | $1.47 | | $1.78 |
| 18 | 2018 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Three-Year Total Stockholder Return
Due to the significant difference betweenpre-Spin-Off SPX and SPX after the Spin-Off of FLOW, we do not believe a three-year total stockholder return (“TSR”) is relevant. Therefore, we are presenting the total stockholder return from the point of theSpin-Off in September 2015.
TSR fromSpin-Off through December 31, 2017
FromSpin-Off, on September 26, 2015, through the end of 2017, the SPX total stockholder return of 163.8% was 1.8 times greater than that of our peer group (as defined in page 24) and 3.9 times greater than the S&P 500.
2017 Compensation Highlights
Our executive compensation program has three primary elements: base salary, annual incentives, and long-term incentives. Each of these compensation elements serves a specific purpose in our compensation strategy. Base salary is an essential component to any market-competitive compensation program. Annual incentives reward the achievement of short-term goals, while long-term incentives drive our NEOs to focus on stockholder value creation. Based on our performance, and consistent with the design of our program, the Committee made the following executive compensation decisions for 2017:
| • | Base Salary. Annual salary increases ranged from 3% to 7%. These adjustments were a continuation of the effort to bring our NEOs’ base salaries to the market median, commensurate with performance, over a three-year period. These adjustments were also reflective of the exceptional contributions made by our NEOs in connection with executing on key initiatives and the Company’s strategic priorities. For details, please see page 24 of this CD&A. |
| • | Annual Incentive. Based on our performance results, awards under our Executive Bonus Program were paid at 187.5% of target. This payout applied to all our NEOs, with the exception of Mr. Swann, whose payout was 93.0% based on both business unit and corporate results. For details, please see page 25 of this CD&A. |
| • | Long-Term Incentives. All of our NEOs received equity and equity-based awards in 2017. Target award amounts and the mix of vehicles used are described beginning on page 26 of this CD&A. |
* Non-GAAP financial measure. Reconciliations of amounts presented as non-GAAP financial measures with the amounts of the most comparable measures calculated and presented in accordance with GAAP, and other important information regarding non-GAAP financial measures, are presented in the appendix of this Proxy Statement.
† Exclusive of annual incentive adjustments.
| 2018 PROXY STATEMENT | 19 |
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION PROGRAM
Reflecting the Voice of Our Stockholders
We carefully consider the results of our stockholderSay-on-Pay vote from the previous year. At our
2017 Annual Meeting, approximately 96% of votes cast approved our executive compensation. We
interpreted this result, which exceeded the approximately 90% favorable vote we received in 2016, as a
strong endorsement of our compensation program’s design and direction. We continue to actively seek and
highly value the perspectives of our investors. During the year, we reached out to stockholders owning
approximately 75% of our common stock. We have taken and will continue to take stockholder feedback into
consideration as we evolve our compensation program. Most importantly, we are committed to ensuring that our
ongoing program is designed in the best interests of both our stockholders and executives.
Summary of Compensation Program
| • | Sets base salaries that are commensurate with peers, targeting market median for established performers; |
| • | Emphasizes variable compensation programs, with greater than 80% of CEO pay at risk and 65% at risk for other NEOs; |
| • | Provides that a majority of long-term incentives to NEOs are performance based; |
| • | Correlates between annual incentive payouts and stockholder returns, with 2017 targets that were aligned to external commitments on profitability, cash flow, and revenue; |
| • | Grants equity awards with double-trigger termination payments upon a change in control; |
| • | Includes a relative “total stockholder return” component of long-term incentives to align with stockholder value; |
| • | Freezes historic defined benefit pension plans, with no NEO participants; |
| • | Eliminates historic perquisites, such as retiree medical benefits; and |
| • | Prohibits NEO hedging or pledging of our common stock. |
Our Compensation Principles
Our executive compensation program is centered around the following principles:
| Alignment with Stockholders’ Interests | Executive officers’ interests should be more directly aligned with those of | |
Link to Business Priorities and Performance | A significant portion of total compensation should be variable and subject | |
| Competitiveness | Target total compensation should be competitive with that being offered | |
| Governance | Maintaining best-practice executive compensation governance standards |
| 20 | 2018 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Components of Total Direct Compensation
For 2017, we continued to focus on ensuring alignment of pay practices with stockholder interests and driving apay-for-performance culture.
Design and philosophical characteristics of the SPX compensation program include:
| • | Base Salary. Annual salary for our NEOs is targeted at the market median of peer companies and is commensurate with performance, contributions, and overall experience. |
| • | Annual Incentive. Performance metrics focus on operating profitability, cash generation, and revenue expectations, with financial targets directly tied to the achievement of goals related to operating income, cash flow, and revenue. |
| • | Long-Term Incentives. Long-term incentive (“LTI”) awards align compensation and long-term performance. Mix of vehicles include: |
Mix of Compensation Elements
The following charts show that for 2017 the mix of compensation elements targeted for our NEOs was heavily weighted toward variable compensation. The mix of LTI is based on the allocation value used in determining the number of units or options, as applicable, for each award.
| 2018 PROXY STATEMENT | 21 |
EXECUTIVE COMPENSATION
Our CEO’sPay-for-Performance Alignment
Because 2016 and 2017 were our first two full years,post-Spin-Off, as a materially different company, a three-year TSR does not provide a meaningful comparison to our peer group. The following chart shows our CEO’s compensation relative to our TSR and compared with our peers, demonstrating how our executive compensation program aligns with performance. This chart is based on ourtwo-year TSR; the average of our CEO’s total compensation for 2016 and 2017 by percentile; and the average total compensation for CEOs at our peer companies, from their most recent two proxy statement filings.
| * | Peer company compensation based on 2015 and 2016 target compensation data from each company’s two most recent proxy statement filings. |
While our CEO’s relative pay rank falls below the median of our peer companies for 2017, our philosophy is to align executive compensation with that of our peers and provide variable incentive compensation that rewards executives at higher levels when superior performance is achieved.
| 22 | 2018 PROXY STATEMENT |
EXECUTIVE COMPENSATION
HOW DECISIONS FOR OUR NAMED EXECUTIVE OFFICERS WERE MADE
Executive Compensation Practices
| What We Do | ||
| ✓ | Heavy emphasis on variable compensation | |
| ✓ | Majority of long-term incentive awards are performance based | |
| ✓ | Stock ownership guidelines | |
| ✓ | Clawback provisions | |
| ✓ | Use of independent compensation consultant | |
| ✓ | Regular risk assessments | |
| ✓ | “Double-trigger” termination payments upon a change in control | |
| ✓ | Regular risk assessments | |
| ✓ | Annual reviews of share utilization | |
| ✓ | Stockholder outreach | |
| ✓ | Regular market assessments against our peer group | |
| What We Do Not Do | ||||||
| û | No taxgross-ups on termination payments following a change in control | |||||
| û | No hedging of Company stock | |||||
| û | No pledging of Company stock | |||||
| û | No significant perquisites or defined benefit pension plans | |||||
| û | No “single-trigger” termination payments upon a change in control | |||||
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OverviewThe Role of the Compensation Committee
The Committee is responsible for overseeing the design and administration of the executive compensation program so that the program is consistent with our compensation philosophy. The Committee reviews compensation levels for all of our executive officers, including our NEOs. The Committee also makes all final compensation decisions regarding our NEOs and officers, except for the CEO, whose compensation is reviewed and approved by the full Board, excluding Mr. Lowe, based upon recommendations of the Committee.
The Committee also works very closely with its independent compensation consultant and with management to examine the effectiveness of the Company’s executive compensation program. Details of the Committee’s authority and responsibilities are specified in the Committee’s charter, which is available on our website (www.spx.com) under the heading “Investor Relations—Corporate Governance—Board Committees.”
Recent Changes to Our Compensation ProgramsThe Role of Management
Over the last two years, we have made a numberCertain members of significant investor-friendly changes to our senior management team help prepare for and attend meetings where executive compensation, programs, including:
Responsiveness to Stockholders
In 2014, we continued our outreach to stockholders, discussing our executive compensation with a number of our largest stockholders. Following these discussions,practices are discussed and evaluated. However, only the Committee has proposed changesmembers are allowed to our equity plan invote on decisions regarding executive compensation. The Committee also receives recommendations from the proposal in this proxy statement. Specifically, we are proposing that stockholders approve adding a double trigger in the event of a change of control and instituting a one-year vesting requirement on all new equity grants.
Pay for Performance/Accountability
2014 was a milestone year for our company. Operationally, we transitioned into our new organizational alignment, structured around end-markets, designed to improve our operating
efficiency and enhance our customer focus by more closely aligning our organizational resources with customer needs. This change contributed to a second consecutive year of margin improvement and strong cash flow generation. Strategically, we executed a number of actions, culminating with the announcement of our plan to spin-off our Flow business and separate SPX into two standalone public companies.
The spin-off is designed to provide both companies greater flexibility to focus on and pursue their respective growth strategies, enabling them to create significant value for shareholders, customers, and employees. We believe the execution of this plan will allow investors to distinctly value the unique attributes of each company.
We also executed a number of restructuring actions aimed at reducing our cost structure and improving our ability to serve our customers. These actions, along with ongoing lean and supply chain initiatives, contributed to improved operating performance at many of our businesses last year. As a result, despite a $54 million year-over-year reduction to segment income related to the large power projects in South Africa, our consolidated 2014 segment income increased 2% to $522 million and segment income margins increased 40 basis points to 11.1%. We also generated operating cash flows from continuing operations of $82 million, net of $235 million in tax payments related to the gains on the sales of our Precision Components and Thermal Product Solutions businesses and our interest in a joint venture. Those three divestitures yielded $679 million of gross proceeds.
We began 2014 with $692 million of cash on hand and $1.676 billion of total debt. We deployed that cash to pay down debt, increase our dividend by 50% and repurchase approximately 11% of our outstanding shares. We ended 2014 with $428 million of cash and equivalents and $1.370 billion of total debt.
2014 Bonus Performance
Our 2014 performance resulted in our exceeding all bonus compensation target metrics for the year. As a result, our corporate bonus approached the maximum potential payout for the first time since 2008.
2014 Total Shareholder Return Performance
From December 31, 2013 through September 8, 2014, our total shareholder return performance increased 6% and was generally in-line with the S&P 500 Index. However, from September 9, 2014 through December 31, 2014, our total shareholder return declined 18%, underperforming the S&P 500. For the full year our total shareholder return declined 12%.
While many factors influence the value of our stock price, we believe two notable factors contributed disproportionately to the decline in our stock price during the latter part of 2014:
This chart illustrates our total shareholder return performance on a daily basis throughout 2014 relative to the S&P 500 Index, the S&P Composite 1500 Industrials Index and the Dow Jones, UBS West Texas Intermediate Crude Oil Sub index.
This next chart compares our 2014 total shareholder return versus that of the companies included in our 2014 peer group, with the exception of Dresser Rand, which agreed to be acquired by Siemens in 2014. The average total shareholder return for the below peer group declined 10% in 2014. Notably, companies with exposure to oil related markets generally performed at or below the peer group average.
Net Actual Compensation
This year we continue our practice of recent years of including a Supplemental CEO Compensation Table, on p. 44, reporting compensation for our CEO as adjusted to report the (1) value of the equity grant less the value of equity forfeited, and (2) increase in the lump-sum amount we would have actually paid our CEO assuming he left our company on December 31, 2014, versus December 31, 2013.
Notwithstanding our strong Company performance, our stock did not outperform the S&P 500 Index for either the one- or three-year period ending December 31, 2014. As a result, the final tranche of the stock granted in 2012 failed to vest and was forfeited. The value of this forfeiture was $2,885,198 in total for the NEOs, of which $1,568,031 was forfeited by our Chairman, President, and CEO (our "CEO"). The value of this forfeiture is not reflected in the Summary Compensation Table.
Additionally, the Change in Pension Value and Nonqualified Deferred Compensation column of the Summary Compensation Table shows a significant increase in the amount deemed to be received by our CEO over the prior year. Changes in interest rates can significantly and disproportionately increase pension accruals as reported in the Summary Compensation Table, particularly in cases, such as with our CEO, where an executive has many years in service and has stopped accruing extra years' service under these plans. In such cases, we believe it is useful to provide information from an absolute dollar perspective, by reporting the amount by which the lump sum payable to the affected officer actually increased over the course of the year. This year, changes in our mortality assumptions also increased the amount reported in this column.
The limitations of this approach include the fact that accounting adjustments are meant to reflect the present value of future cash streams and that, because most companies do not report the adjustments reflected in the Supplemental CEO Compensation Table, our reported numbers are difficult to compare to other companies. Accordingly, we encourage you to use both our adjusted number and the number reported in the Summary Compensation Table when consideringregarding the compensation of our CEO.other officers, including the other NEOs. The CEO does not participate in the deliberations of the Committee and Board regarding his own compensation.
ExecutiveThe Role of the Independent Compensation PhilosophyConsultant
We follow these guiding principles when designingThe Committee engages an independent compensation consultant to provide expertise on competitive pay practices and setting compensation for our NEOs:
Table of Contentsinterest.
Executive Compensation Practices
| 2018 PROXY STATEMENT | ||||||||
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Table of ContentsEXECUTIVE COMPENSATION
Compensation Practices Discussion
We tailor compensation to the business and competitive environment because our success depends on our ability to attract and retain experienced and proven leaders and to motivate them to deliver superior results.
The proportion of incentive-based pay increases along with responsibility and authority. For our senior-level management, and in particular for our NEOs, a significant majority of direct compensation (salary, bonus, and equity awards) is incentive-based.
Bonuses are based on operating performance. Equity awards are designed to reward increased stock price and aid in retention. We design both cash bonuses and equity awards to align employee interests with those of our stockholders. We also offer each NEO perquisites and post-employment benefits.
NEO performance is judged primarily by reference to performanceRole of the company as a whole. Additional, subjective, assessments are made, including direct assessmentsPeer Group
Our executive compensation program takes into account the compensation practices of performance, formal talent assessment reviews, and assessments of adherence to our values. The Committee also reviews tally sheets setting forth total compensation and walk-away values at least annually. The Committee establishes and approves all elements of compensationcompanies with which we compete or could compete for our CEO based on input from and conversations with management and the Committee's independent compensation advisor, as well asexecutive talent. In its own assessments.
Role of Management, the Independent Compensation Advisor and Selecting a Peer Group
The Committee has retained Pearl Meyer directly as its independent compensation advisor. The independent compensation advisor advises on all aspects of executive officer and director compensation. For more information, see "Corporate Governance—Compensation Advisor," beginning on p. 13.
The most significant aspects of management's role in the compensation-setting process are as follows:
The Committee's independent compensation advisor recommends the list of peer companies against which we benchmarkPowell Industries, Inc.) from our executive officer and director compensation. For 2014, the Committee and the Committee's outside advisor, together with management, engaged in a comprehensive reconstruction of the Company's peer group. The companies selected forCommittee removed Joy Global, Inc. due to its acquisition by Komatsu America Corp., noting data will no longer be available, and Powell Industries, Inc. due to its revenues falling below the new peer group were primarily industrial manufacturingselection size criteria. The Committee believes these changes provide a more relevant comparison based on the similarity of these companies from the Capital Goods sector, with most also being in the Industrial Machinery industry group, each as classified by Standard and Poors. The companies as a group are similar to SPX in size and other characteristicsoperational complexity.
For purposes of setting 2017 executive compensation, the Committee used the following peer companies (“peer group”):
SPX Peer Companies | ||
Actuant Corporation | EnPro Industries, Inc. | |
Altra Industrial Motion Corp. | Graco Inc. | |
Babcock & Wilcox Enterprise, Inc. | Harsco Corporation | |
Barnes Group Inc. | IDEX Corp. | |
Chart Industries, Inc. | Nordson Corporation | |
CIRCOR International, Inc. | Regal Beloit Corporation | |
Crane Co. | Rexnord Corporation | |
Colfax Corp. | SPX FLOW, Inc. | |
Curtiss-Wright Corporation | TriMas Corporation | |
Our peer companies were drawn from a pool of potential companies identified by our management either as key competitors for senior talent or as having businesses or serving end markets similar to our Company. These companies were further reviewed for appropriateness as peers by Pearl Meyer prior to Committee approval. The primary factors used to generate the group were as follows:
SPX’s annual revenues for talent. Factors considered in determining2017 rank slightly below the median peer company.
The Committee reviews the peer group include revenues,regularly to assure alignment and adds or removes companies as peers as it deems appropriate and necessary to maintain competitive and balanced alignment. The Committee uses the peer group data to assist in compensation decisions around base salary, short-term incentives, and long-term incentives, as well as in benchmarking other executive compensation matters.
Base Salary
Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain talent. Base salary levels are reviewed annually. When making adjustments, the Committee considers the Company’s overall performance; the NEO’s individual performance, experience, career potential, and tenure with the Company; and competitive market capitalization, total assets, and employee count. In addition,practices. The Committee approved increases in base salary, effective March 20, 2017, as reflected in the table below, to continue to improve the competitive market position of our NEO’s base salaries relative to our peer group includes many companies with similar end-market characteristics.
Table of Contentsgroup.
The following companies comprise our peer group for determining 2014 compensation:
| Named Executive Officer | Base Salary (From 3/21/2016) | Base Salary (From 3/20/2017) | % Adjustment | |||||||||
Eugene J. Lowe, III | $ | 786,625 | $ | 825,956 | 5.0 | % | ||||||
Scott W. Sproule | $ | 416,150 | $ | 445,281 | 7.0 | % | ||||||
J. Randall Data | $ | 408,000 | $ | 430,440 | 5.5 | % | ||||||
John W. Nurkin | $ | 334,950 | $ | 355,047 | 6.0 | % | ||||||
John W. Swann, III | $ | 406,000 | $ | 418,180 | 3.0 | % | ||||||
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Additionally, the 2013 Towers Watson CDB General Industry Executive Compensation Database provided market data for comparably sized companies across a large number of general industrial and manufacturing companies and was used to supplement the peer group data. Pearl Meyer used regression analysis to adjust data in these surveys to appropriately reflect officer compensation at companies with annual revenues similar to SPX.
EXECUTIVE COMPENSATION
We consider competitive compensation practices by other companies for comparative purposes. We do not target specific benchmark percentiles. The comparative analysis is just one of several tools we use to set compensation. We award compensation outside the target levels for reasons that may include market forces, company or individual performance, longevity of contribution to the company, existing contractual obligations, and differing levels of responsibility and value created by officers with the same or similar title.
In addition to its regular ongoing review, the Committee reviewed the entire executive officer compensation program in 2012, with a particular focus on long-term incentive plan design. Compensation changes discussed in this proxy statement resulted, in part, from these discussions.
2014 CompensationAnnual Incentive
Base SalaryExecutive Bonus Program
Base salary is designed to offer competitive base income. In setting base salary, we consider the salary and total compensation market data in the context of the NEO's role and responsibilities, experience and tenure, internal equity considerations, individual performance and contribution to SPX results.
At the beginning of 2014, Messrs. Kearney, Foreman, Smeltser, Lilly, and Whitted received salary increases of, respectively, 2.6%, 2.7%, 4.2%, 4.2%, and 4.3%, in recognition of each officer's agreement to reduce perquisites and benefits. Effective March 31, 2014, Messrs. Kearney, Foreman, Smeltser, Lilly, and Whitted received additional salary increases of, respectively, 2.9%, 2.9%, 9.6%, 2.9%, and 2.9%, in line with our view of increases at peer companies, and also in line with increases granted to our other employees.
Bonuses
Targets
We set target bonus at a percentage of year-end salary. We increase this percentage as the employee's responsibilities and authority increase to help ensure that those most able to impact our company performance have the greatest percentage of their total compensation tied to our company's performance.
Target bonuses for NEOs were unchanged for 2014, with targets of 130% of salary for our CEO, 100% for Mr. Foreman, and 80% for each of Messrs. Smeltser, Lilly, and Whitted.
Bonus Awards
Bonuses paid to our NEOs are paid by reference to the metrics under theOur Executive Bonus Plan, the plan under which we pay bonuses to our other executives.
The Executive Bonus PlanProgram pays annual bonuses ranging from 0% to 200% of target bonus by reference to one orthree key metrics: Core operating income,* Core cash flow,* and Core 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 align executive pay with stockholder return. Further, the use of Core* results is intended to incentivize the executives to focus on the performance of our go forward businesses, which exclude the South African projects.
2017 targets were set to drive double-digit growth in profitability and to deliver Core free cash flow* at 100% conversion of adjusted net income from continuing operations.* Core revenue* targets were established in-line with our externally communicated strategy.
In our Process Cooling business, within the Engineered Solutions segment, we are successfully executing on our strategy to improve the revenue mix of the business on more profitable services and components. The implementation of this strategy has reduced Engineered Solutions (Core) segment revenues* by 8%,† but significantly increased profitability. In 2017, Engineered Solutions (Core)* operating profits* increased 42%† compared to the prior year.
When setting these targets for 2017, SPX management and the Committee considered this lower revenue, higher margin profile in our Process Cooling business, within the Engineered Solutions segment.
The table below shows the 2017 threshold, target, and maximum goals for each of the relevant metrics under our Executive Bonus Program, as well as the actual performance results.
| Level of Performance ($ Millions) | Payout % | |||||||||||||||||||
Performance Metric and Weighting | Threshold ($) | Target ($) | Maximum ($) | Actual ($) | ||||||||||||||||
Core Operating Income* (50%) | $ | 102.7 | $ | 115.5 | $ | 135.0 | $ | 130.4 | 176.3 | % | ||||||||||
Core Free Cash Flow* (30%) | $ | 62.0 | $ | 69.2 | $ | 76.4 | $ | 78.9 | 200.0 | % | ||||||||||
Core Revenue* (20%) | $ | 1,250.0 | $ | 1,300.0 | $ | 1,400.0 | $ | 1,396.7 | 196.7 | % | ||||||||||
Total Corporate Results | 187.5 | % | ||||||||||||||||||
For 2017, Core operating income* of $130.4M resulted in a 176.3% payout, with a weighting of 50%. Core free cash flow* of $78.9M resulted in a 200% payout, with a weighting of 30%. Core revenue* of $1,396.7M resulted in a 196.7% payout, with a weighting of 20%. The cumulative payout for 2017 results was 187.5% of target for those NEOs with 100% of their bonus tied to corporate metrics.
Mr. Lowe, Mr. Sproule, Mr. Data, and Mr. Nurkin had bonus payouts based on corporate results, generating an overall payout of 187.5%. Mr. Swann had a target incentive that includes both business unit and corporate results: 75% of his incentive is based on his role as President, Weil-McLain, Marley Engineered Products, and Radiodetection, and 25% is based on corporate metrics. For 2017, business unit performance achievement metric was 61.5%, generating an overall payout of 93.0% for Mr. Swann.
* Non-GAAP financial measure. Reconciliations of amounts presented as non-GAAP financial measures with the amounts of the most comparable measures calculated and presented in accordance with GAAP, and other important information regarding non-GAAP financial measures, are presented in the appendix of this Proxy Statement.
† Exclusive of annual incentive adjustments.
| 2018 PROXY STATEMENT | 25 |
EXECUTIVE COMPENSATION
Executive Bonus Results for 2017
The table below shows the total annual bonuses earned by our NEOs for 2017.
| Named Executive Officer
| Base Salary as of 12/31/2017
|
Target Payout (as a % of Base Salary)
| Bonus Achieved (% of Target
| Total
| ||||||||||||
Eugene J. Lowe, III
|
$
|
825,956
|
|
|
100
|
%
|
|
187.5
|
%
|
$
|
1,548,723
|
| ||||
Scott W. Sproule
|
$
|
445,281
|
|
|
70
|
%
|
|
187.5
|
%
|
$
|
584,452
|
| ||||
J. Randall Data
|
$
|
430,440
|
|
|
65
|
%
|
|
187.5
|
%
|
$
|
524,618
|
| ||||
John W. Nurkin
|
$
|
355,047
|
|
|
60
|
%
|
|
187.5
|
%
|
$
|
399,442
|
| ||||
John W. Swann, III
|
$
|
418,180
|
|
|
60
|
%
|
|
93.0
|
%
|
$
|
233,344
|
| ||||
SPX Corporation Executive Annual Bonus Plan
Annual bonuses to NEOs are paid under the 162(m) Plan (as defined in “Tax Matters” on page 29). Under the 162(m) Plan, the threshold for at least one metric must be met in order for any bonus to be paid. If onlyFor 2017, at least one performance metric threshold isapplicable to the NEOs under the 162(m) Plan was met, total potentialand therefore the maximum payment amount permitted under the 162(m) Plan was achieved. However, after reviewing overall Company results for 2017, the Committee exercised its negative discretion and reduced the payout is limitedunder the 162(m) Plan from 200% to 50%to 187.5%. This payout applied to all our NEOs, with the exception of target bonus.Mr. Swann, whose payout was 93.0% based on both business unit and corporate results. The preceding percentages were determined by reference to metrics under the Executive Bonus Program—for a more detailed description of annual bonus payment determinations, see “Executive Bonus Program” on page 25.
Table of ContentsLong Term Incentives
The chart below shows the 2014 threshold, target, and stretch goals for eachLong-term incentives are an integral part of the relevant metrics, our actual results, and the resultant percentage of target bonus. As set forth below, each NEO received a bonus of 194% of target.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ Millions) Metric | Threshold | Target | Stretch | Actual | Bonus % | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Corporate | | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Bonus Operating Margin | 7.8% | 8.3% | 8.8% | 8.74% | 194% | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Bonus Free Cash Flow | $188 | $228 | $268 | $305 | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | |
The chart below details how we arrived at bonus amounts for each NEO.
| | | | | | | | | | | | | | | | | | | | | |
| 2014 Year-End Salary | Target Bonus, as Percentage of Salary | Percentage of Target Bonus Payable Based on 2014 Performance | Bonus Amount | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Christopher J. Kearney | $1,224,800 | 130% | 194% | $3,088,946 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Jeremy W. Smeltser | $571,200 | 80% | 194% | $886,502 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Robert B. Foreman | $840,050 | 100% | 194% | $1,629,697 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| Kevin L. Lilly | $546,500 | 80% | 194% | $848,168 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
| J. Michael Whitted | $525,900 | 80% | 194% | $816,197 | ||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | |
Bonus Metrics
We require year-over-year improvement in operating performance and correspondingly strong cash flow performance for bonuses to be paid. We believe that setting targets to require improvement over the prior year's performance is appropriate and ties pay to performance, as reflected in our CEO's bonus payouts in recent years.
For Corporate employees, we use Bonus Operating Margin and Bonus Free Cash Flow as our two performance metrics. Combined, these metricsexecutive compensation program. They are designed to reward improving performancealign the financial interests of our NEOs with those of our stockholders through effective managementperformance-based compensation that correlates with the creation of profitability and expenses and appropriate focus on qualitylong-term stockholder value. Our long-term incentive awards also support our executive retention strategy.
For 2017, the Committee approved the following mix of earningslong-term incentive awards, which awards were granted in March 2017 under our stockholder approved plans:
| • | Stock Options (“Options”) that vest ratably over a three-year period; |
| • | Performance Stock Units (“PSUs”) tied to relative Total Stockholder Return(“r-TSR”) and a peer group within the S&P 600 Capital Goods Index over a three-year performance measurement period, with potential payout range of 0% to 150% of target, and cannot exceed target if our TSR is negative; |
| • | Cash Performance Units (“CPUs”) tied to cumulative segment income over a three-year performance measurement period that is aligned with external commitments, and with potential payout range of 0% to 150% of target; and |
| • | Restricted Stock Units (“RSUs”) that vest ratably over a three-year period. |
Our NEOs received the efficient usefollowing long-term incentive award opportunities in 2017:
Target LTI
| Units
| |||||||||||||||||||
Named Executive Officer
| Options
| PSUs
| CPUs
| RSUs
| ||||||||||||||||
Eugene J. Lowe, III
|
$
|
2,900,000
|
|
|
82,405
|
|
|
28,611
|
|
|
725,000
|
|
|
28,611
|
| |||||
Scott W. Sproule
|
$
|
700,000
|
|
|
19,891
|
|
|
6,907
|
|
|
175,000
|
|
|
6,907
|
| |||||
J. Randall Data
|
$
|
650,000
|
|
|
18,471
|
|
|
6,413
|
|
|
162,500
|
|
|
6,413
|
| |||||
John W. Nurkin
|
$
|
475,000
|
|
|
13,498
|
|
|
4,687
|
|
|
118,750
|
|
|
4,687
|
| |||||
John W. Swann, III
|
$
|
465,000
|
|
|
13,214
|
|
|
4,588
|
|
|
116,250
|
|
|
4,588
|
| |||||
The allocation of capital. Further, these metrics align with our public communications and internal business goals. We believe they are transparent, understandable and consistent with compensation plans at other industrial companies. In 2014, as we have every year since 2005, we required improvement over the prior year's operating margin performance to receive any bonusOptions were based on that metric,the SPX Black-Scholes valuation; RSUs and an improvementPSUs were based on the average closing fair market value of 50 basis points overSPX stock for the prior year's operating margin performance (as restated to reflect acquisitions or dispositions) to reach15 trading days immediately preceding the date of grant; and CPUs were valued at $1.00 per unit, with assumed payment at the 100% target bonus.amount.
We exclude items to eliminate factors beyond the control of company employees in the measurement year, to focus employees, including NEOs, on controllable operating performance, and to eliminate possible disincentives to act in the best interest of our stockholders. For example, the disposition of a non-core business may be expected to have long-term benefits, but the loss of profits and cash flow from the business may result in lower bonuses in the year in which the business was sold. Accordingly, these numbers are adjusted in the calculation of bonuses.
For 2014, Bonus Operating Margin represented adjusted operating income divided by net revenues, and adjusted operating income represented operating income excluding stock-based compensation expense, pension and post-retiree medical expense or income, non-cash asset impairments, certain profits or losses on acquisitions or dispositions and related activities, certain legal reserves and settlements, and other similar items, as approved by the Committee.
Bonus Free Cash Flow represented Bonus Operating Cash Flow less capital expenditures. Bonus Operating Cash Flow represented operating cash flow from continuing operations, plus or minus pension and post-retiree medical funding requirements in excess of or less than the related expense, minus deferred and amortized cash investments in select strategic assets, certain operating cash activity associated with acquisitions or dispositions and related activities, and other similar items, as approved by the Committee.
Equity-Based Awards
As noted above, we made significant changes to our equity-based awards for NEOs for 2013, which we continued to apply in 2014. These changes and their underlying rationale are described below:
| 26 | 2018 PROXY STATEMENT | |||||||||||||||
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| |||||||||||||||
EXECUTIVE COMPENSATION
Table of ContentsStock Options
AnnualIn 2017, awards of Options were granted to eligible participants, including each of the NEOs. The Committee approved the 2017 Option grants to the NEOs in March 2017. The 2017 Options grant agreement provides for time-based ratable vesting (of 33 1⁄3 percent per year) over a three-year period (generally subject to continued employment during the period) with a maximum term of ten years. The Committee approves all grants of Options to be issued by the Company pursuant to approved equity priorgrant guidelines.
Performance Stock Units
The 2017 awards of PSUs provide eligible participants, including each of the NEOs, the opportunity to 2013 had three tranches.receive shares of common stock based onpre-established financial performance targets over a specified three-year period (and generally subject to continued employment during the performance period). The tranches vested in equal amounts over three years, but only ifperformance criteria for the PSUs are based on ther-TSR of SPX total stockholder return exceededas compared to the results of a peer group within the S&P 500600 Capital Goods Index. At grant date, this peer group was comprised of 56 companies that compete in similar markets. Payouts under the program are made in shares of our common stock and range from 0% to 150% based on our TSR achievement versus the peer group. Payout cannot exceed target if our TSR return is negative.
Cash Performance Units
As part of the 2017 long-term incentive program, participants, including each of the NEOs, have the opportunity to receive cash incentive payments based on SPX’s performance over a specified three-year period in the form of CPUs (and generally subject to continued employment during the performance period). CPU payments are based on SPX’s actual performance over the three-year performance cycle beginning with the fiscal year in which the CPU is granted. In March 2017, the Committee granted three-year CPUs with a performance period ending December 31, 2019. Payouts under the program range from 0% to 150% based on achievement of cumulative segment income targets, and each unit has a par value of $1.00.
Restricted Stock Units
As part of the 2017 long-term incentive program, participants, including each of the NEOs, received RSUs. The Committee approved the 2017 RSU grants to the NEOs in March 2017. The 2017 RSU grant agreement provides for time-based ratable vesting (of 33 1⁄3 percent per year) over a three-year period (generally subject to continued employment during the prior year orperiod). The Committee approves all grants of RSUs to be issued by the Company pursuant to approved equity grant guidelines.
Outstanding equity awards are more fully described in the “Outstanding Equity Awards at FiscalYear-End” table in “Executive Compensation,” beginning on page 35.
Equity Conversion for the cumulative period since the grant date. Any tranche that did not vest within three years was forfeited.PreSpin-Off Grants
One trancheEquity granted prior to 2013theSpin-Off was eligible for vesting atconverted topost-Spin-Off SPX equity based on a conversion factor. Prior to the endSpin-Off, thethree-day simple average was used in comparison to thepost-Spin-Offsix-day simple average to determine the share ratio of 2014—the third tranche of the 2012 awards. This tranche did not vest because we did not outperform the relevant index in either of 2014 or the three-year measurement period. Accordingly, NEOs forfeited this tranche, together with accrued dividends on the forfeited shares.
In 2014, stock award values for officers were increased in response to significant progress on key company strategic and capital initiatives, key examples of which are cited above. Mr. Kearney's award value was set at $6.65 million, Mr. Foreman's award value was set at $2.05 million4.0589 and the awardprice ratio of 0.25.
Individuals holdingpre-Spin-Off unvested shares who continued their employment with SPX after theSpin-Off received 4.0589 unvested shares for each share ofpre-Spin-Off SPX unvested equity. However, the value of the other officerspost-Spin-Off shares was set at $1.55 million. The number of shares actually awarded is calculated based on the average stock price over the 30 days prior to the stock award and, accordingly, values reported in the Summary Compensation Table may vary from the above amounts.
We design equity awards to promote long-term stock ownership and expose senior-level management to the risks and rewards faced by our long-term stockholders. Because the majority of equity we award to NEOs vests over three years, and only if the total return of our stock performs acceptably against a major stock index, it also has significant employee retention value and continues to tie the interests of our NEOs to those of our stockholders even after it is awarded. Grants of performance-based restricted stock are the most significant component of our NEOs' direct compensation opportunity.
In 2014, two-thirds25% of the value of the restrictedpre-Spin-Off shares. With regard to vested shares of Company stock, awards to NEOsemployees were treated the same as other stockholders and each received one share of FLOW and one share ofpost-Spin-Off SPX stock (SPXC) for each share ofpre-Spin-Off SPX stock (SPW) owned as of theSpin-Off transaction record date.
For example,pre-Spin-Off, Mr. Lowe was granted 3,554 RSUs in January 2015. AtSpin-Off, using the averagethree-day share price of $49.60, the fair market value of this award was $176,278 (3,554 RSUs x $49.60). Application of the share conversion factor of 4.0589 resulted in the formnumber of external metricshares converted topost-Spin-Off shares of SPX totaling 14,425 (3,554 RSUs x 4.0589). Based on the averagesix-day share price ofpost-Spin-Off SPX stock and one-thirdof $12.22, the converted fair market value of this grant was virtually the samepost-Spin-Off as it waspre-Spin-Off at $176,274 (14,425 RSUs x $12.22).
The increase in the formnumber of internal metric stock. Between 0% and 125%shares to participants is offset by the reduction in the underlying value of the external performance metric award may vest based on the annualized three-year performance of SPX TSR against the S&P 1500 Industrials TSR. The triggers for vesting are set forth in the below table.equity.
| 2018 PROXY STATEMENT | |||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
| ||||||||
We believe this structure provides meaningful performance metrics, as evidenced by the grant date fair value accounting valuation in 2014 of 78.6% of their grant date share price.
EXECUTIVE COMPENSATION
Internal metric stock vests
OTHER PRACTICES, POLICIES, AND GUIDELINES
Policy on Hedging
No SPX director or employee may trade in derivative securities relating to SPX securities, such as put and call options or forward transactions.
Policy on Pledging
No SPX director or officer may pledge SPX securities.
Stock Ownership Guidelines
Our Stock Ownership Guidelines are designed to help ensure our officers’ interests are closely aligned with those of our long-term stockholders. Additional detail can be found in “Ownership of Common Stock” on page 15.
Impact on Compensation from Misconduct–Clawbacks
If the Board were to determine that a NEO had engaged in fraudulent or intentional misconduct, it would take action to remedy the misconduct and impose appropriate discipline. Discipline would vary based on the same trigger applicable under the 162(m) Plan (as defined later), which is designed to qualify the stock for performance vesting treatment under Rule 162(m). In eachfacts and circumstances, but may include termination of 2013 and 2014, the target was met, qualifying each tranche of internal metric stock grantedemployment and/or other appropriate actions.
We retroactively adjust compensation in that year for vesting, subject to the employee being employed at the vesting date.
Equity Awards Practices
We conduct a full review of executive compensation, including equity awards, at least annually. In each of the last three years, equity awards were reviewed and approved late in the prior year and granted on the first trading day of the award year.
Dividends with respect to any shares of unvested restricted stock are deposited in the NEO's name in an escrow or similar account maintained by SPX for that purpose. The NEO receives these dividends only if and when the related shares of equity vest. Dividends are forfeited if the equity on which those dividends were paid is forfeited.
In the event of retirement, termination by SPX without "cause"a restatement of financial or voluntary terminationother performance results to the extent required by the Sarbanes-Oxley Act of 2002. The 162(m) Plan (defined in “Tax Matters” on page 29) 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 the12-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 for "good reason" (each as definedofficer, the deferred amount (and any earnings from it) must be forfeited. Beginning in the applicable2013, our equity award or employment agreements), unvested restricted stock will remainagreements have provided that awards are subject to any compensation recovery policy adopted by the original performance requirements and vesting schedule.
The Committee also may make, and in the past has made, special grants during the course of the year, primarily for new hires, for promotions,Company, as amended from time to retain valued employees or to reward exceptional performance. These special grants may be subject to performance or time vesting, and are issued on the date of grant or upon a date certain following the grant date, such as the date on which a new hire commences employment.time.
We granted no stock options in 2014.
Other Benefits and PerquisitesPolicy on Hedging
We provide perquisitesNo SPX director or employee may trade in derivative securities relating to attractSPX securities, such as put and retain executives in a competitive marketplace, and believe these benefitscall options or forward transactions.
Policy on Pledging
No SPX director or officer may pledge SPX securities.
Stock Ownership Guidelines
Our Stock Ownership Guidelines are generally consistentdesigned to help ensure our officers’ interests are closely aligned with market practicesthose of our peer grouplong-term stockholders. Additional detail can be found in “Ownership of Common Stock” on page 15.
Impact on Compensation from Misconduct–Clawbacks
If the Board were to determine that a NEO had engaged in fraudulent or intentional misconduct, it would take action to remedy the misconduct and other comparable public industrial manufacturing companies. Seeimpose appropriate discipline. Discipline would vary based on the Summary Compensation Tablefacts and accompanying footnotes for a full listing of benefits and perquisites. We do not provide tax gross-up payments for perquisites.
In connection with the relocation of our headquarters to Charlotte, North Carolina in 2002, all our then-employees who relocated, including Mr. Foreman, were eligible to receive interest-free, 20-year relocation loans to finance the purchase of a principal residence. Mr. Foreman received a loan in the amount of $1.5 million. We have not made any relocation loans to officers since 2002.
Our CEOcircumstances, but may utilize our aircraft for personal travel for himself and his family. Other NEOs may be permitted personal use of our aircraft for themselves and their families if approved by our CEO. This benefit enhances security for our officers and allows them to devote more time to SPX business. We report the value of any personal use of our corporate aircraft by NEOs as ordinary taxable income and as compensation in the Summary Compensation Table on p. 40.
Retirement and Deferred Compensation Plans
The NEOs participate in the SPX Corporation Supplemental Retirement Plan for Top Management (the "TMP"). Some of the NEOs are also participants in the SPX US Pension Plan (formerly named the SPX Corporation Individual Account Retirement Plan) (the "IARP") and the SPX Corporation Supplemental Individual Account Retirement Plan (the "SIARP").
Effective March 10, 2014, changes to the termination provisions of the TMP, SIARP, & SRSP (as defined below) were made to bring them in line with the benefits provided under the NEOs' change in control agreements.
In 2014, fluctuating interest rates played a very significant role in the values we are required to report in the Change in Pension Value and Nonqualified Deferred Compensation Earnings in the Summary Compensation Table. As discussed in prior years, our plans, particularly with respect to
our longer-serving NEOs, are very sensitive to interest rates. As we have in prior years, in the Supplemental CEO Compensation Table for 2014, we provide a calculation reporting the increase in the amount our CEO would actually receive, in addition to the required reporting that includes notional amounts resulting from decreased interest rates.
The executive retirement program plays a key role in attracting and retaining executive talent. The TMP is the most significant element of this program and has been in place since October 22, 1985. Messrs. Kearney and Foreman have credited service in the TMP since 1997 and 1999, respectively. In each of 2005 and 2009, in response to changing market conditions relating to retirement practices, we reduced benefits provided by the TMP for new participants. Changes in 2005 included a reduced benefit, longer accrual period, higher early retirement age and reduction factor, and a 50% survivorship benefit. Changes in 2009 included a longer accrual period than required for earlier participants and required five years of service as an officer before vesting. The Summary Compensation Table on p. 40 and the Pension Benefits table on p. 49, and their accompanying footnotes, provide further information concerning the annual increase in benefit value, accrued benefits and other terms of the TMP, IARP and SIARP. Retirement benefits payable upon an NEO'sinclude termination of employment are quantified and described in "Potential Payments Upon Termination and/or Change-in-Control," beginning on p. 52.other appropriate actions.
NEOs and other senior-level management are eligible to participate in the SPX Corporation Retirement Savings and Stock Ownership Plan (the "401(k) Plan") and the SPX Corporation Supplemental Retirement Savings Plan (the "SRSP"), a non-qualified deferredWe retroactively adjust compensation plan that permits voluntary deferrals of base salary and annual bonuses. See the Nonqualified Deferred Compensation in 2014 table and accompanying narrative and footnotes, beginning on p. 50, for more information regarding these plans.
Termination and Change-in-Control Provisions
We design termination and change-in-control contractual provisions to be competitive at the time we enter into an agreement. As a result, our agreements have changed over time, with newer agreements generally offering reduced payments and increased vesting obligations.
In December, 2013, each of our executive officers voluntarily agreed to amend and restate his change of control agreement to, among other things:
Our severance arrangementsearnings from it) must be forfeited. Beginning in 2013, our equity award agreements have provided that awards are designed to protect stockholder interests by stabilizing management during periods of uncertainty. Severance arrangements have unique characteristics and value. For example, it may be necessary to offer severance agreements to prospective executives who forego significant bonuses and equity awards at the companies they are leaving or who face relocation expenses and family disruption in order to accept employment with us. Generally, executives are more willing to accept these risks and costs if they are protected in the event their employment is terminated due to unanticipated changes, including a change in control. Additionally, executives often assign significant value to severance agreements because they provide compensation for lost professional opportunities in the event of a change in control.
Severance agreements also can be a powerful tool to discourage entrenchment of management, in that severance 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.
In the case of a change in control, the NEOs become immediately vested in all previously granted unvested SPX restricted stock, including shares subject to performance vesting atany compensation recovery policy adopted by the target level of vesting. This feature is designedCompany, as amended from time 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.time.
Termination and change-in-control agreements are further discussed and quantified in "Potential Payments Upon Termination or Change-in-Control," beginning on p. 52.
2015 Compensation Changes
Stock Options
In January 2015, the Committee granted stock options to our officers for the first time since 2004.
Salary
No officers other than Mr. Smeltser received salary increases for 2015. Mr. Smeltser received an increase in salary of 3%, in line with the U.S. merit increase budget for all employees.
Bonus
We expect 2015 to be a unique year from a compensation perspective. We have announced our intention to spin-off our flow-related businesses, which constitute over half of our company's revenues. If the spin-off is completed, historical measurements for bonus and equity vestings will no longer be workable. Additionally, we face retention concerns commonly seen in transactions of this type. As a result, we plan to significantly change our compensation programs for 2015 to address the spin-off should it occur.
We have not finalized our equity-related spin-off decisions, but the Committee has effected bonus changes for 2015. In place of the metrics described above, if the spin-off is completed, we would pay NEO bonuses by reference to the Executive Bonus Plan. Under that plan, we will pay bonuses using two metrics: Bank EBITDA (Consolidated EBITDA, as defined in our credit facilities) and revenue. The Committee selected these metrics because it believes they are transparent and provide certainty of calculation. To address retention issues, the Committee has set a floor payout under the Executive Bonus Plan of 85% of target bonus, the target at 125%, and the maximum payout opportunity at 200%. These numbers compare to our current floor of 0%, target payout at 100%, and maximum payout opportunity of 200%.
Stock Ownership Guidelines
We maintain stock ownership guidelines to emphasize the importance of substantive, long-term share ownership by senior executives to align their financial interests with those of stockholders. The guidelines are:
| ||
| ||
| ||
|
Shares held in family trusts and shares held in retirement plan accounts are deemed to be owned shares for purposes of these guidelines. Unvested performance-based equity awards (both those based on an internal and external metric) are excluded. Officers are asked to attain the desired level of stock ownership within five years of becoming an officer.
Once an NEO attains the desired level of share ownership, he or she will continue to be compliant with these guidelines even if the NEO later falls below the guideline, provided that the NEO retains at least 50% of the net shares acquired upon exercise of stock options and at least 50% of the net shares acquired pursuant to vested restricted equity awards and vested restricted stock unit grants until he or she again meets or exceeds the guidelines.
Each NEO was in compliance with these requirements as of March 1, 2015.
Policy on Hedging
No SPX director or employee may trade in derivative securities relating to SPX securities, such as put and call options or forward transactions.
Tax MattersPolicy on Pledging
We seek to structure executive compensation in a tax efficient manner, and review compensation plans in light of applicable tax provisions, including Section 162(m) of the Internal Revenue Code. To maintain flexibility in structuring executive compensation to achieve its goals and compensation philosophy, the Committee has not adopted a policy requiring all compensation to be tax deductible. We structure our executiveNo SPX director or officer bonuses to be tax deductible, and therefore a separate plan, the Executive Annual Bonus Plan (the "162(m) Plan") determines whether each NEO qualifies for the payment of bonuses described above, and sets a cap on the amount of bonus that may be awarded and treated as tax-deductible.pledge SPX securities.
A portion of the stock awarded to NEOs (the portion described as the "internal metric" stock) vests based on the same trigger as under the 162(m) Plan. In 2014, the 162(m) Plan performance goal was met.Stock Ownership Guidelines
In the past we agreed to make "gross-up" payments,Our Stock Ownership Guidelines are designed to reimburse an NEO for any excise taxes imposed as a result of payments by us. As noted under "Termination and Change-in-Control Provisions" above, eachhelp ensure our officers’ interests are closely aligned with those of our officers agreed to eliminate Section 280G tax gross-ups effective March 10, 2014.long-term stockholders. Additional detail can be found in “Ownership of Common Stock” on page 15.
Impact on Compensation from Misconduct—Misconduct–Clawbacks
If the Board of Directors were to determine that ana NEO had engaged in fraudulent or intentional misconduct, it would take action to remedy the misconduct and impose appropriate discipline. Discipline would vary based on the facts and circumstances, but may include termination of employment and/or other appropriate actions.
We retroactively adjust compensation in the event of a restatement of financial or other performance results to the extent required by the Sarbanes-Oxley Act of 2002. The 162(m) Plan (defined in “Tax Matters” on page 29) provides for repayment or forfeiture of awards under specified circumstances if the company,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 twelve-month12-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.Company. To the extent that the affected award was deferred under a nonqualified deferred compensation plan maintained by the companyCompany rather than paid to the executive officer, the deferred amount (and any earnings from it) must be forfeited. Beginning in 2013, our equity award agreements providehave provided that awards are subject to any compensation recovery policy adopted by us,the Company, as amended from time to time.
SayOther Benefits and Perquisites
We provide perquisites to attract and retain executives in a competitive marketplace, and we believe these benefits are generally consistent with market practices of our peer group and other comparable public industrial manufacturing companies. For a full listing of benefits and perquisites, see the “Summary Compensation Table” and accompanying footnotes beginning on Pay Votepage 32. We do not provide taxgross-up payments for perquisites.
Our CEO may utilize our aircraft for personal travel for himself and his family. Other executive officers may be permitted personal use of our aircraft for themselves and their families if approved by our CEO. We report the value of any personal use of our corporate aircraft by NEOs as ordinary taxable income and as compensation in the “Summary Compensation Table” on page 32.
Retirement and Deferred Compensation Plans
At
None of our NEOs participate in an SPX defined benefit pension plan.
Our executives, along with the 2014 Annual Meeting, about 62%majority of our U.S.-based employee population, are eligible to receive matching contributions into the SPX Corporation Retirement Savings and Stock Ownership Plan (the “401(k) Plan”), atax-qualified retirement savings plan. Matching contributions are immediately vested and are invested initially in the SPX Common Stock Fund in the form of units. This fund under the 401(k) Plan is primarily invested in SPX common stock, with a small portion of the votes cast on the advisory vote on our executive compensation werefund in favorcash, for purposes of our NEO pay as disclosedadministrative convenience.
Executive officers and other senior-level management employees are also eligible to participate in the 2014 proxy statement. While this vote was not binding, we valueSPX Corporation Supplemental Retirement Savings Plan (the “SRSP”), anon-qualified deferred compensation plan that permits voluntary deferrals of base salary and annual bonuses.
For more information regarding these plans, see the opinions“Nonqualified Deferred Compensation” table and accompanying narrative and footnotes, beginning on page 37.
| 28 | 2018 PROXY STATEMENT |
EXECUTIVE COMPENSATION
Termination andChange-in-Control Provisions
As described below, all our NEOs, except our CEO, have entered into the current form of our stockholderschange-in-control agreement as filed with the SEC.
On September 28, 2015, the Committee recommended, and the Board approved, an employment agreement and achange-in-control agreement for Mr. Lowe, President and Chief Executive Officer, and severance benefit agreements andchange-in-control agreements for all other executive officers. The Committee gives weight to your concernsreviews these agreements annually considering stakeholder interests and market competitiveness and will address adjustments as it evaluates executive compensation. After reviewingdeems 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 final vote results and other investor feedback, collected from key investors over the past few years, the Committee has recommended that stockholders approve changes to future equity awards granted under ouragreements provide compensation plans, including adding a double triggerfor lost professional opportunities in the event of a changenegative qualifying event following achange-in-control.
Severance agreements can also be a powerful tool to discourage entrenchment of controlmanagement, in that these agreements can offset the risk of financial and professional loss that management may face when recommending a one-yearsale to or merger with another company. Our severance arrangements are structured to serve the above functions, which differ, and are perceived by recipients to differ, from pay for performance. Accordingly, decisions relating to other elements of compensation have minimal effect on decisions relating to existing severance agreements. As described above, all our NEOs, except our CEO, have entered into the most current form of our severance benefit agreement as filed with the SEC.
We utilize a double-trigger in the event of achange-in-control. If the executive officer experiences a qualifying negative employment action following achange-in-control, then the executive officer becomes immediately vested in all previously-granted unvested SPX equity, including shares subject to performance vesting, requirement on all new equity grants, as describedat the target level. This feature is designed to be equitable in Proposal No. 3—Amendmentthe event of dismissal without cause or resignation for good reason, and Restatementwe believe it is appropriate in the event of 2002 Stock Compensation Plan,termination following achange-in-control.
Severance andchange-in-control terms are further discussed and quantified in “Potential Payments Upon Termination orChange-in-Control,” beginning on p. 69.page 38.
Tax Matters
We have determined thatseek to structure executive compensation in atax-efficient manner and review compensation plans in light of applicable tax provisions, including the performance-based exception under Section 162(m) of the Internal Revenue Code. To maintain flexibility in structuring executive compensation to achieve its goals consistent with its compensation philosophy, the Committee has not adopted a policy requiring all compensation to be tax deductible. We generally structure our executive officer annual bonuses to be tax deductible, and therefore for 2017 a separate plan, the SPX Corporation Executive Annual Bonus Plan (the “162(m) Plan”), approved by our stockholders should voteat our 2016 Annual Meeting, determined whether each executive officer qualified for the payment of bonuses described above and set a cap on the amount of bonus that may be awarded and treated as tax deductible.
The Committee set the amounts payable under the 162(m) Plan (subject to the maximum amount permitted under the 162(m) Plan and applicable performance metrics being met). While the Committee was authorized to exercise its discretion to reduce any bonus payable under the 162(m) Plan, the Committee did not have discretion to increase the bonus payable under the 162(m) Plan.
The performance-based exception under Section 162(m) was repealed in the tax reform legislation signed into law on December 22, 2017. As a say-on-pay proposal eachresult, it is uncertain whether compensation that the Committee intended to structure as performance-based compensation under Section 162(m), including long-term incentive performance awards, will be deductible to the extent that compensation to a covered employee in any year exceeds the limit on deductibility under Section 162(m). While the Committee considers the deductibility of awards as a factor in determining executive compensation, the Committee also looks at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the preference expressed at our 2011 Annual Meeting. Our board of directors recommends that you vote FOR Proposal No. 2 at the Annual Meeting. For more information, see "Proposal No. 2—Advisory Vote to Approve the Compensationgoals of our Named Executive Officers," beginning on p. 64.executive compensation program even if the awards are not deductible for income tax purposes.
| 2018 PROXY STATEMENT | 29 |
EXECUTIVE COMPENSATION
Notes
The discussion of performance targets in Compensation Discussion and Analysisthis CD&A is exclusively in the context of executive compensation and you should not use these targetsbe used for any other purpose or regard themregarded as an indication of management'smanagement’s expectations of future results.
References to "bonuses"“bonus” or “bonuses” in this CD&A and the compensation tables are to our annual performance-based payments reflected as“Non-Equity Incentive Plan CompensationCompensation” in the Summary“Summary Compensation TableTable” on p. 40.page 32 and “Estimated Future Payouts underNon-Equity Incentive Plan Awards” in the “Grants of Plan Based Awards” table on page 34.
COMPENSATION COMMITTEE REPORT
Risk Analysis
Management regularly monitors and reviews our compensation program and the related risks and reports its findings to the Committee.
We do not believe our compensation policies and practices give rise to risks that are reasonably likely to have a material adverse effect on our Company. In reaching this conclusion, we considered the following factors:
No single SPX business unit carries a significant portion of the Company’s risk profile, or has compensation structured in a significantly different manner than other business units within the Company, regardless of relative business unit profitability or compensation expense as a percentage of revenues.
Management does not believe that any of the design features pose a significant concern. Based upon this analysis, we determined that the compensation programs do not present a material risk.
| 30 | 2018 PROXY STATEMENT |
EXECUTIVE COMPENSATION
The Compensation Committee of the SPX Board of Directors consists of four directors. Each of the Compensation Committee members is independent, as defined under SEC rules and the listing standards of the NYSE. Additionally, each member of the Compensation Committee is an "outside director"“outside director” within the meaning of grandfathered provisions of Section 162(m) of the Internal Revenue Code. The Compensation Committee reviews SPX's "CompensationSPX’s “Compensation Discussion and Analysis"Analysis” on behalf of the Board of Directors.Board.
The Compensation Committee has reviewed and discussed the "Compensation“Compensation Discussion and Analysis"Analysis” with management, and based on the review and discussions, the Compensation Committee recommended to the Board of Directors that the "Compensation“Compensation Discussion and Analysis"Analysis” be included in this Proxy Statement and SPX's annual reportSPX’s Annual Report on Form10-K for the year ended December 31, 2014.2017.
Compensation Committee,
David A. Roberts, Chairman
Ricky D. Puckett
Ruth G. Shaw
Robert B. Toth
| 2018 PROXY STATEMENT |
|
Summary Compensation Table for 2014
EXECUTIVE COMPENSATION
This
The following table summarizes the compensation for theour named executive officers.officers during 2017. The "named“named executive officers"officers” or “NEOs” are our Chief Executive Officer, our Chief Financial Officer, and our next three most highly compensated officers who were serving as officers as of December 31, 2014.officers.
Name and Principal Position
| Year
| Salary ($)(1)
| Bonus ($)
| Stock Awards ($)(2)
| Option Awards ($)(3)
| Non-Equity Incentive Plan Compensation ($)(4)
|
Change in Pension Value Deferred Compensation Earnings ($)
| All Other Compensation ($)(5)
| Total ($)
| |||||||||||||||||||||||||||
Eugene J. Lowe, III President and Chief Executive Officer
|
|
2017
|
|
$
|
817,551
|
|
$
|
—
|
|
$
|
1,654,860
|
|
$
|
791,088
|
|
$
|
1,548,723
|
|
$
|
—
|
|
$
|
79,241
|
|
$
|
4,891,463
|
| |||||||||
|
2016
|
|
$
|
784,084
|
|
$
|
—
|
|
$
|
1,844,703
|
|
$
|
768,237
|
|
$
|
654,472
|
|
$
|
—
|
|
$
|
53,494
|
|
$
|
4,104,990
|
| ||||||||||
|
2015
|
|
$
|
511,692
|
|
$
|
—
|
|
$
|
1,742,982
|
|
$
|
1,555,156
|
|
$
|
513,246
|
|
$
|
—
|
|
$
|
48,047
|
|
$
|
4,371,123
|
| ||||||||||
Scott W. Sproule Vice President, Chief Financial Officer and Treasurer
|
|
2017
|
|
$
|
439,055
|
|
$
|
—
|
|
$
|
399,501
|
|
$
|
190,954
|
|
$
|
584,452
|
|
$
|
—
|
|
$
|
46,892
|
|
$
|
1,660,854
|
| |||||||||
|
2016
|
|
$
|
414,806
|
|
$
|
—
|
|
$
|
461,176
|
|
$
|
192,056
|
|
$
|
242,366
|
|
$
|
—
|
|
$
|
49,623
|
|
$
|
1,360,027
|
| ||||||||||
|
2015
|
|
$
|
358,861
|
|
$
|
—
|
|
$
|
1,007,677
|
|
$
|
312,495
|
|
$
|
192,633
|
|
$
|
—
|
|
$
|
29,281
|
|
$
|
1,900,947
|
| ||||||||||
J. Randall Data President, South Africa and Global Operations
|
|
2017
|
|
$
|
425,645
|
|
$
|
—
|
|
$
|
370,928
|
|
$
|
177,322
|
|
$
|
524,618
|
|
$
|
—
|
|
$
|
33,566
|
|
$
|
1,532,079
|
| |||||||||
|
2016
|
|
$
|
406,251
|
|
$
|
—
|
|
$
|
368,941
|
|
$
|
153,644
|
|
$
|
203,674
|
|
$
|
—
|
|
$
|
32,532
|
|
$
|
1,165,042
|
| ||||||||||
John W. Nurkin Vice President, General Counsel and Secretary
|
|
2017
|
|
$
|
350,752
|
|
$
|
—
|
|
$
|
271,096
|
|
$
|
129,581
|
|
$
|
399,442
|
|
$
|
—
|
|
$
|
32,558
|
|
$
|
1,183,429
|
| |||||||||
|
2016
|
|
$
|
333,868
|
|
$
|
—
|
|
$
|
306,197
|
|
$
|
127,525
|
|
$
|
167,207
|
|
$
|
—
|
|
$
|
18,862
|
|
$
|
953,659
|
| ||||||||||
|
2015
|
|
$
|
296,827
|
|
$
|
—
|
|
$
|
731,711
|
|
$
|
207,499
|
|
$
|
137,322
|
|
$
|
—
|
|
$
|
22,896
|
|
$
|
1,396,255
|
| ||||||||||
John W. Swann, III President, Weil-McLain, Marley Engineered Products and Radiodetection
|
|
2017
|
|
$
|
415,577
|
|
$
|
—
|
|
$
|
265,370
|
|
$
|
126,854
|
|
$
|
233,344
|
|
$
|
—
|
|
$
|
36,919
|
|
$
|
1,078,064
|
| |||||||||
|
2016
|
|
$
|
404,689
|
|
$
|
—
|
|
$
|
313,600
|
|
$
|
130,599
|
|
$
|
50,669
|
|
$
|
—
|
|
$
|
35,110
|
|
$
|
934,667
|
| ||||||||||
|
2015
|
|
$
|
357,768
|
|
$
|
—
|
|
$
|
694,548
|
|
$
|
249,999
|
|
$
|
140,953
|
|
$
|
—
|
|
$
|
28,753
|
|
$
|
1,472,021
|
| ||||||||||
| (1) | NEOs are eligible to defer up to 50% of their salaries into the SPX Corporation Retirement Savings and Stock Ownership Plan, atax-qualified retirement savings plan (the “401(k) Plan”); and the SPX Corporation Supplemental Retirement Savings Plan, a nonqualified deferred compensation plan (the “SRSP”). In 2017, the following NEOs deferred the following portions of their salaries into the 401(k) Plan and the SRSP: |
Name
|
Deferred into 401(k) Plan
|
Deferred into SRSP
| ||||||||||||
Eugene J. Lowe, III
|
$
|
12,102
|
|
$
|
39,936
|
| ||||||||
Scott W. Sproule
|
$
|
9,603
|
|
$
|
43,024
|
| ||||||||
J. Randall Data
|
$
|
5,492
|
|
$
|
20,808
|
| ||||||||
John W. Nurkin
|
$
|
5,153
|
|
$
|
19,809
|
| ||||||||
John W. Swann, III
|
$
|
11,712
|
|
$
|
29,405
|
| ||||||||
| (2) | Stock Award grants are generally subject to performance or time-vesting conditions. The amounts reported in the above table were calculated in accordance with FASB Accounting Standard Codification Topic 718 (“Topic 718”) to reflect their grant date fair value given vesting requirements. See note 14 to the consolidated financial statements contained in our Annual Report on Form10-K for the year ended December 31, 2017, for additional information regarding the calculation of these numbers. See the “Grants of Plan-Based Awards” table, on page 34, for more information on these grants. |
| (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 14 to the consolidated financial statements contained in our Annual Report on Form10-K for the year ended December 31, 2017, for additional information regarding the calculation of these numbers. See the “Grants of Plan-Based Awards” table, on page 34, for more information on these grants. |
| (4) | In 2018, the year in which they received the 2017 bonus payout, the following NEOs deferred the following portions of their bonuses into the 401(k) Plan and the SRSP: |
Name
|
Deferred into 401(k) Plan
|
Deferred into SRSP
| ||||||||||||
Eugene J. Lowe, III
|
$
|
5,793
|
|
$
|
85,954
|
| ||||||||
Scott W. Sproule
|
$
|
8,224
|
|
$
|
—
|
| ||||||||
J. Randall Data
|
$
|
12,706
|
|
$
|
—
|
| ||||||||
John W. Nurkin
|
$
|
13,038
|
|
$
|
15,418
|
| ||||||||
John W. Swann, III
|
$
|
6,437
|
|
$
|
5,815
|
| ||||||||
| 32 | 2018 PROXY STATEMENT |
EXECUTIVE COMPENSATION
| (5) | All Other Compensation for 2017 for NEOs is outlined in the table below: |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation (3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Christopher J. Kearney | 2014 | $ | 1,214,277 | $ | 6,941,749 | $ | 3,088,946 | $ | 3,585,158 | $ | 412,522 | (6) | $ | 15,242,652 | ||||||||||
| Chairman, President | 2013 | $ | 1,147,615 | $ | 5,199,977 | $ | 1,824,680 | $ | 771,380 | $ | 261,011 | $ | 9,204,663 | |||||||||||
| and CEO | 2012 | $ | 1,105,250 | $ | 4,706,700 | $ | 444,597 | $ | 3,846,353 | $ | 466,800 | $ | 10,569,700 | |||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Jeremy W. Smeltser | 2014 | $ | 556,923 | $ | 1,613,698 | $ | 886,502 | $ | 326,309 | $ | 104,098 | (7) | $ | 3,487,530 | ||||||||||
| Vice President & CFO | 2013 | $ | 486,538 | $ | 1,188,532 | $ | 484,000 | $ | 70,908 | $ | 57,651 | $ | 2,287,629 | |||||||||||
| 2012 | $ | 401,677 | $ | 1,135,523 | $ | 163,079 | $ | 125,477 | $ | 96,736 | $ | 1,922,492 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Robert B. Foreman | 2014 | $ | 832,814 | $ | 2,140,906 | $ | 1,629,697 | $ | 2,393,486 | $ | 335,293 | (8) | $ | 7,332,196 | ||||||||||
| Executive Vice President, | 2013 | $ | 788,110 | $ | 1,485,670 | $ | 961,950 | $ | 1,297,713 | $ | 213,690 | $ | 4,747,133 | |||||||||||
| Global Business Systems & | 2012 | $ | 763,377 | $ | 1,482,611 | $ | 236,209 | $ | 3,048,754 | $ | 353,395 | $ | 5,884,346 | |||||||||||
| Services, President, Asia Pacific | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Kevin L. Lilly | 2014 | $ | 541,565 | $ | 1,613,698 | $ | 848,168 | $ | 944,477 | $ | 165,025 | (9) | $ | 4,112,933 | ||||||||||
| SVP, Secretary & | 2013 | $ | 503,269 | $ | 1,188,532 | $ | 493,680 | $ | 489,793 | $ | 100,761 | $ | 2,776,035 | |||||||||||
| General Counsel | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| J. Michael Whitted | 2014 | $ | 521,127 | $ | 1,490,527 | $ | 816,197 | $ | 269,161 | $ | 118,900 | (10) | $ | 3,215,912 | ||||||||||
| VP Corporate Development | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | Name | | Deferred into 401(k) Plan | | Deferred into SRSP | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |
| Mr. Kearney | $ | 17,500 | $ | 225,355 | |||||||||
| | | | | | | | | | | | | | | |
| Mr. Smeltser | $ | 14,912 | $ | 68,624 | |||||||||
| | | | | | | | | | | | | | | |
| Mr. Foreman | $ | 23,000 | $ | 149,053 | |||||||||
| | | | | | | | | | | | | | | |
| Mr. Lilly | $ | 13,174 | $ | 26,414 | |||||||||
| | | | | | | | | | | | | | | |
| Mr. Whitted | $ | 17,500 | $ | 72,018 | |||||||||
| | | | | | | | | | | | | | | |
more information on these grants. The values of the grants assuming automatic vesting (no performance requirement) are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | Name | | 2014 | | 2013 | | 2012 | | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| Mr. Kearney | $ | 8,216,209 | $ | 6,300,723 | $ | 6,264,000 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Smeltser | $ | 1,909,969 | $ | 1,440,125 | $ | 1,408,050 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Foreman | $ | 2,533,977 | $ | 1,800,156 | $ | 1,973,160 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Lilly | $ | 1,909,969 | $ | 1,440,125 | N/A | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Mr. Whitted | $ | 1,764,190 | N/A | N/A | ||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| | Name | | Deferred into 401(k) Plan | | Deferred into SRSP | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |
| Mr. Kearney | $ | 0 | $ | 617,789 | |||||||||
| | | | | | | | | | | | | | | |
| Mr. Smeltser | $ | 1,523 | $ | 131,452 | |||||||||
| | | | | | | | | | | | | | | |
| Mr. Foreman | $ | 1,199 | $ | 96,883 | |||||||||
| | | | | | | | | | | | | | | |
| Mr. Lilly | $ | 10,338 | $ | 364,132 | |||||||||
| | | | | | | | | | | | | | | |
| Mr. Whitted | $ | 0 | $ | 163,239 | |||||||||
| | | | | | | | | | | | | | | |
There were no above-market earnings on non-qualified deferred compensation to report for any of the named executive officers in 2014.
The incremental cost to us for the personal use of our aircraft includes the variable costs of using the aircraft, including fuel, travel expenses for the crew, airport fees and food and beverages.
The remaining $1,213 consisted of financial planning; executive physical; use of our sports/entertainment boxes; and coverage under the long-term executive disability plan.
The remaining $23,768 consisted of financial planning; executive physical; use of our sports/entertainment boxes; the incremental cost for the personal use of the company aircraft; the change in value between December 31, 2013 and December 31, 2014 of the post-retirement medical insurance benefit and coverage under the long-term executive disability plan.
The remaining $11,438 consisted of financial planning; executive physical; use of our sports/entertainment boxes; the incremental cost for the personal use of the company aircraft; and coverage under the long-term executive disability plan.
The remaining $21,887 consisted of financial planning; executive physical; use of our sports/entertainment boxes; the incremental cost for the personal use of the company aircraft; and coverage under the long-term executive disability plan.
The remaining $27,171 consisted of financial planning; executive physical; use of our sports/entertainment boxes; the change in value between December 31, 2013 and December 31, 2014 of the post-retirement medical insurance benefit and coverage under the long-term executive disability plan.
| All Other Compensation | Eugene J. Lowe, III | Scott W. Sproule | J. Randall Data | John W. Nurkin | John W. Swann, III | |||||||||||||||
Financial Planning | $ | 750 | $ | 4,430 | $ | — | $ | 475 | $ | 8,629 | ||||||||||
Executive Physical | $ | 713 | $ | — | $ | 1,172 | $ | — | $ | — | ||||||||||
Matching Gift(a) | $ | 2,500 | $ | 10,000 | $ | — | $ | 4,180 | $ | — | ||||||||||
Business Use of Aircraft/Guest Travel(b) | $ | — | $ | — | $ | — | $ | — | $ | 2,517 | ||||||||||
Group Term Life (>$50,000) | $ | 1,710 | $ | 1,035 | $ | 1,554 | $ | 2,022 | $ | 2,471 | ||||||||||
401(k) Plan Match | $ | 13,500 | $ | 13,500 | $ | 13,500 | $ | 13,500 | $ | 13,500 | ||||||||||
SRSP Match | $ | 60,068 | $ | 17,927 | $ | 17,340 | $ | 12,381 | $ | 9,802 | ||||||||||
Total | $ | 79,241 | $ | 46,892 | $ | 33,566 | $ | 32,558 | $ | 36,919 | ||||||||||
| (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 2017. |
| (b) | Represents guest travel accompanying executive officer on business travel. The value shown reflects SIFL rates, tax, and terminal charges grossed up for taxes plus incremental costs (e.g., food and beverage). |
CEO Employment Agreement
The above benefits for Mr. Lowe are provided pursuant to the terms of his employment agreements with each named executive officer. The agreements are the same with the exception of differing titles (and associated reporting responsibilities),agreement. His employment agreement provides for annual base salary levels, annual incentive compensation opportunity, severance entitlements, retiree medical terms,and allowance amounts for annual income tax return preparation and financial planning,planning. The initial term of Mr. Lowe’s employment agreement expired on December 31, 2017, and different employmentthe agreement automatically renews in additional subsequent one year-long terms unless at least 180 days prior to the expiration of any subsequent extended term durations. Messrs. Kearney and Foreman's agreements have a rolling two-year term and Mr. Lilly's agreement has a rolling one year term. The expiration date for these rolling term agreements is automatically extended by one day for each day of the term that elapses. Messrs. Smeltser and Whitted's agreements haveparties provides the other party with a one-year term that extends annually, subject to a one hundred eighty (180) daywritten notice provision.ofnon-renewal.
Under the agreements, any annual base salary rate reductions require the named executive officer's consent. The agreements provide for participation in any annual performance bonus plans, long-term incentive plans, and equity-based compensation plans that we establish or maintain for our offices. The agreements further provide for continuation of all other senior executive benefit plans offered by us, subject to our right to modify, suspend or discontinue the plans. Business expense reimbursement, perquisites and vacation entitlements also are provided pursuant to the agreements.
See "Compensation“Compensation Discussion and Analysis"Analysis,” beginning on p. 24,page 18, for further discussion and explanation of each element of compensation.
TableFor 2017, our last completed fiscal year, the median of Contents
Supplemental CEO Compensation Table for 2014
This table summarizes 2014the annual total compensation forof all employees of the Company (other than our CEO) was $56,123 and the annual total compensation of our CEO adjusting amountswas $4,891,463. Based on this information, for 2017 the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was 87 to 1.
To identify the median employee, we conducted a full analysis of our total employee population as of December 31, 2017, without the use of statistical sampling. We determined our median employee using “total compensation” paid during the full year 2017. Total compensation consisted of gross wages to include 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 2017. For those employees located outside of the US, currencies were converted to US Dollars using the posted Bloomberg market rates as of December 27, 2017. We have an even number of employees when not including the CEO, therefore there are two employees for whom the number of employees with greater “total compensation” equals the number of employees with less “total compensation.” From those two employees, we selected as the median employee the one with lower “total compensation.” We then calculated the annual total compensation of the median employee using the same methodology used in calculating the annual total compensation of our CEO, as reported in the Summary“Summary Compensation Table to (1) reflectTable” on page 32. The selection of the valuehigher compensated of equity forfeitures and (2) report the Changetwo employees as the median employee instead of the one selected would not have affected the ratio presented above, as the difference in Pension Value and Nonqualified Deferred Compensation Earnings columntotal annual compensation of the two employees was less than $20.
This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of RegulationS-K of the SEC using the data and methodology summarized above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflectsreflect their compensation practices. As such, the difference in value of a lump-sum payment to Mr. Kearney had he left the company on December 31, 2014 versus December 31, 2013.
See "Compensation Discussionmedian employee compensation amount and Analysis—Overview—Net Actual Compensation," on pp. 26-27 for an explanation as to why we think it is appropriate to consider the impact of these two items on our CEO's compensation. We caution you that these adjusted numbers are not readily comparable to numbers providedCEO pay ratio reported by other companies and shouldmay not be viewed as a substitute forcomparable to the numbersamount and ratio reported in the Summary Compensation Table. The Compensation Committee considers the impact of these adjustments when reviewing and setting NEO compensation.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Christopher J. Kearney Chairman, President, and CEO | | | | Salary | | Stock Awards | | Non-Equity Incentive Plan Compensation | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | All Other Compensation | | Total | | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As Reported in Summary Compensation Table | $ | 1,214,277 | $ | 6,941,749 | $ | 3,088,946 | $ | 3,585,158 | $ | 412,522 | $ | 15,242,652 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Previously Reported Value of Forfeited Equity award | $ | (1,568,031 | ) | $ | (1,568,031 | ) | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Amount Not Attributable to Increase in Lump-Sum Payout | $ | (1,372,813 | ) | $ | (1,372,813 | ) | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As Adjusted | $ | 1,214,277 | $ | 5,373,718 | $ | 3,088,946 | $ | 2,212,345 | $ | 412,522 | $ | 12,301,808 | |||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Grants of Plan-Based Awards in 2014
above.
| 2018 PROXY STATEMENT | 33 |
EXECUTIVE COMPENSATION
The following table provides information regarding equity andnon-equity awards granted to the named executive officersNEOs in 2014.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | Grant Date Fair Value of Stock | ||||||||||||||||||||||||||||||||||||
| Name | Grant Date (1) | Award Date (1) | Maximum ($) (2) | Threshold (#) | Target (#) | Maximum # (3) | Awards ($) (4) | |||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Christopher J. Kearney | 1/2/2014 | 12/18/2013 | $ | 3,184,480 | 38,132 | 83,583 | 98,734 | $ | 6,941,749 | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Jeremy W. Smeltser | 1/2/2014 | 12/18/2013 | $ | 913,920 | 8,864 | 19,430 | 22,952 | $ | 1,613,698 | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Robert B. Foreman | 1/2/2014 | 12/18/2013 | $ | 1,680,100 | 11,760 | 25,778 | 30,451 | $ | 2,140,906 | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Kevin L. Lilly | 1/2/2014 | 12/18/2013 | $ | 874,400 | 8,864 | 19,430 | 22,952 | $ | 1,613,698 | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| J. Michael Whitted | 1/2/2014 | 12/18/2013 | $ | 841,440 | 8,187 | 17,947 | 21,200 | $ | 1,490,527 | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Name | | Threshold ($) | | Target ($) | | Maximum ($) | | |||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Christopher J. Kearney | $ | 398,060 | $ | 1,592,240 | $ | 3,184,480 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Jeremy W. Smeltser | $ | 114,240 | $ | 456,960 | $ | 913,920 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Robert B. Foreman | $ | 210,013 | $ | 840,050 | $ | 1,680,100 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Kevin L. Lilly | $ | 109,300 | $ | 437,200 | $ | 874,400 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| J. Michael Whitted | $ | 105,180 | $ | 420,720 | $ | 841,440 | ||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Outstanding Equity Awards at Fiscal Year-End 2014
2017.
Estimated Future Payouts UnderNon-Equity Incentive | Estimated Future Payouts Under Equity Incentive Plan Awards | |||||||||||||||||||||||||||||||||||||||||||
| Name | Grant Date(1) | Threshold (#)(2) | Target (#)(2) | Maximum (#)(2) | Threshold (#)(3) | Target (#)(3) | Maximum (#)(3) | All Other (#)(4) | Stock Option Awards (#)(5) | Exercise Price of Stock Option Awards ($) | Grant Date Fair Value Stock and Option Awards ($)(6) | |||||||||||||||||||||||||||||||||
Eugene J. Lowe, III |
|
2/20/2017
|
|
|
412,978
|
|
|
825,956
|
|
|
1,651,912
|
| ||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
14,306
|
|
|
28,611
|
|
|
42,917
|
|
$
|
870,919
|
| ||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
362,500
|
|
|
725,000
|
|
|
1,087,500
|
| |||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
28,611
|
|
$
|
783,941
|
| ||||||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
82,405
|
|
$
|
27.40
|
|
$
|
791,088
|
| |||||||||||||||||||||||||||||||||
Scott W. Sproule |
|
2/20/2017
|
|
|
155,849
|
|
|
311,697
|
|
|
623,394
|
| ||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
3,454
|
|
|
6,907
|
|
|
10,361
|
|
$
|
210,249
|
| ||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
87,500
|
|
|
175,000
|
|
|
262,500
|
| |||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
6,907
|
|
$
|
189,252
|
| ||||||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
19,891
|
|
$
|
27.40
|
|
$
|
190,954
|
| |||||||||||||||||||||||||||||||||
J. Randall Data |
|
2/20/2017
|
|
|
139,893
|
|
|
279,786
|
|
|
559,572
|
| ||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
3,207
|
|
|
6,413
|
|
|
9,620
|
|
$
|
195,212
|
| ||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
81,250
|
|
|
162,500
|
|
|
243,750
|
| |||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
6,413
|
|
$
|
175,716
|
| ||||||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
18,471
|
|
$
|
27.40
|
|
$
|
177,322
|
| |||||||||||||||||||||||||||||||||
John W. Nurkin |
|
2/20/2017
|
|
|
106,514
|
|
|
213,028
|
|
|
426,056
|
| ||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
2,344
|
|
|
4,687
|
|
|
7,031
|
|
$
|
142,672
|
| ||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
59,375
|
|
|
118,750
|
|
|
178,125
|
| |||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
4,687
|
|
$
|
128,424
|
| ||||||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
13,498
|
|
$
|
27.40
|
|
$
|
129,581
|
| |||||||||||||||||||||||||||||||||
John W. Swann, III |
|
2/20/2017
|
|
|
125,454
|
|
|
250,908
|
|
|
501,816
|
| ||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
2,294
|
|
|
4,588
|
|
|
6,882
|
|
$
|
139,659
|
| ||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
58,125
|
|
|
116,250
|
|
|
174,375
|
| |||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
4,588
|
|
$
|
125,711
|
| ||||||||||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
13,214
|
|
$
|
27.40
|
|
$
|
126,854
|
| |||||||||||||||||||||||||||||||||
| (1) | The Committee approved the 2017 bonuses to each of the NEOs on February 20, 2017 and the 2017 LTI awards to each of the NEOs on March 1, 2017. As described on page 26, payment of bonuses to NEOs are made under, and are subject to, the 162(m) Plan. The 2017 LTI awards are generally subject to continued employment through the applicable performance or vesting period. |
| (2) | Represents the potential payout for 2017 bonuses and three-year CPUs. As described on page 26, payment of bonuses to NEOs are made under, and are subject to, the 162(m) Plan. For bonuses, threshold payout is 50% of target and maximum payout is 200% of target. For CPUs, threshold payout is 50% of target and maximum payout is 150% of target, and is based on three-year cumulative segment income goals for 2017-2019. CPU par value is $1.00 per unit. |
| (3) | Represents the potential payout for the PSUs granted on March 1, 2017. For the PSUs, threshold payout is 50% of target and maximum payout is 150% of target, and is based on the three-yearr-TSR versus the S&P 600 Capital Goods Index for 2017-2019. Payout is capped at target if our TSR is negative. |
| (4) | Represents the RSU awards for 2017. RSUs are time-based and do not have a performance requirement for vesting. The time-based awards vest 33 1⁄3 percent per year over three years on March 1, 2018, March 1, 2019, and March 1, 2020. |
| (5) | Represents the number of Options awarded on the grant date, and vest 33 1⁄3 percent per year over three years on March 1, 2018, March 1, 2019, and March 1, 2020. |
| (6) | Represents the grant date fair value, based on the closing price of our stock on the date of grant for RSUs. PSU grant date fair value is based on the Monte-Carlo simulation and Option valuation is based on the SPX Black-Scholes valuation on the date of grant. Fair value is based on Topic 718. See the consolidated financial statements contained in our Annual Report on Form10-K for the year ended December 31, 2017, for the assumptions made in the valuation of these awards. |
| 34 | 2018 PROXY STATEMENT |
EXECUTIVE COMPENSATION
OUTSTANDING EQUITY AWARDS AT FISCALYEAR-END
The following table details the outstanding equity awards held by each of our named executive officersNEOs at December 31, 2014. No options were outstanding at December 31, 2014.
| | | | | | | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |
| Stock Awards | |||||||||||||
| | | | | | | | | | | | | | | |
| Name | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1)($) | |||||||||||
| | | | | | | | | | | | | | | |
| Christopher J. Kearney | 22,981 | (2a) | $ | 1,974,528 | |||||||||
| 60,602 | (2b) | $ | 5,206,924 | ||||||||||
| 16,390 | (3a) | $ | 1,408,229 | ||||||||||
| 64,826 | (3b) | $ | 5,569,850 | ||||||||||
| 33,334 | (4) | $ | 2,864,057 | ||||||||||
| | | | | | | | | | | | | | | |
| Jeremy W. Smeltser | 5,342 | (2a) | $ | 458,985 | |||||||||
| 14,088 | (2b) | $ | 1,210,441 | ||||||||||
| 3,747 | (3a) | $ | 321,942 | ||||||||||
| 14,817 | (3b) | $ | 1,273,077 | ||||||||||
| 5,834 | (4) | $ | 501,257 | ||||||||||
| 5,000 | (6) | $ | 429,600 | ||||||||||
| | | | | | | | | | | | | | | |
| Robert B. Foreman | 7,087 | (2a) | $ | 608,915 | |||||||||
| 18,691 | (2b) | $ | 1,605,931 | ||||||||||
| 4,683 | (3a) | $ | 402,363 | ||||||||||
| 18,521 | (3b) | $ | 1,591,324 | ||||||||||
| 10,500 | (4) | $ | 902,160 | ||||||||||
| | | | | | | | | | | | | | | |
| Kevin L. Lilly | 5,342 | (2a) | $ | 458,985 | |||||||||
| 14,088 | (2b) | $ | 1,210,441 | ||||||||||
| 3,747 | (3a) | $ | 321,942 | ||||||||||
| 14,817 | (3b) | $ | 1,273,077 | ||||||||||
| 6,667 | (4) | $ | 572,829 | ||||||||||
| | | | | | | | | | | | | | | |
| J. Michael Whitted | 4,934 | (2a) | $ | 423,929 | |||||||||
| 13,013 | (2b) | $ | 1,118,077 | ||||||||||
| 3,435 | (3a) | $ | 295,135 | ||||||||||
| 13,582 | (3b) | $ | 1,166,965 | ||||||||||
| 5,000 | (4) | $ | 429,600 | ||||||||||
| 5,000 | (5) | $ | 429,600 | ||||||||||
| | | | | | | | | | | | | | | |
Option Exercises and Stock Vested in 2014
| 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 ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market or Payout Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3) | Equity Plan Number of Shares, Other Have Not | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(3) | |||||||||||||||||||||||||||
Eugene J. Lowe, III |
|
1/2/2015
|
|
|
4,811
|
(4a)
|
$
|
151,017
|
| |||||||||||||||||||||||||||
|
1/2/2015
|
|
|
15,262
|
|
|
30,514
|
|
$
|
21.16
|
|
|
1/2/2025
|
| ||||||||||||||||||||||
|
10/13/2015
|
|
|
101,133
|
(4d)
|
$
|
3,174,565
|
| ||||||||||||||||||||||||||||
|
10/13/2015
|
|
|
332,673
|
|
$
|
12.36
|
|
|
10/13/2025
|
| |||||||||||||||||||||||||
|
3/2/2016
|
|
|
41,534
|
(5a)
|
$
|
1,303,752
|
| ||||||||||||||||||||||||||||
|
3/2/2016
|
|
|
93,450
|
(5b)
|
$
|
2,933,396
|
| ||||||||||||||||||||||||||||
|
3/2/2016
|
|
|
124,613
|
|
|
62,306
|
|
$
|
12.85
|
|
|
3/2/2026
|
| ||||||||||||||||||||||
|
3/1/2017
|
|
|
28,611
|
(6a)
|
$
|
898,099
|
| ||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
42,917
|
(6b)
|
$
|
1,347,165
|
| ||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
82,405
|
|
$
|
27.40
|
|
|
3/1/2027
|
| |||||||||||||||||||||||||
Scott W. Sproule |
|
1/2/2015
|
|
|
5,773
|
(4b)
|
$
|
181,214
|
| |||||||||||||||||||||||||||
|
8/20/2015
|
|
|
3,385
|
(4c)
|
$
|
106,255
|
| ||||||||||||||||||||||||||||
|
10/13/2015
|
|
|
25,283
|
(4d)
|
$
|
793,633
|
| ||||||||||||||||||||||||||||
|
10/13/2015
|
|
|
83,168
|
|
$
|
12.36
|
|
|
10/13/2025
|
| |||||||||||||||||||||||||
|
3/2/2016
|
|
|
10,384
|
(5a)
|
$
|
325,954
|
| ||||||||||||||||||||||||||||
|
3/2/2016
|
|
|
23,363
|
(5b)
|
$
|
733,365
|
| ||||||||||||||||||||||||||||
|
3/2/2016
|
|
|
31,153
|
|
|
15,576
|
|
$
|
12.85
|
|
|
3/2/2026
|
| ||||||||||||||||||||||
|
3/1/2017
|
|
|
6,907
|
(6a)
|
$
|
216,811
|
| ||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
10,361
|
(6b)
|
$
|
325,232
|
| ||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
19,891
|
|
$
|
27.40
|
|
|
3/1/2027
|
| |||||||||||||||||||||||||
J. Randall Data |
|
10/13/2015
|
|
|
20,227
|
(4d)
|
$
|
634,926
|
| |||||||||||||||||||||||||||
|
10/13/2015
|
|
|
6,743
|
(4e)
|
$
|
211,663
|
| ||||||||||||||||||||||||||||
|
10/13/2015
|
|
|
66,535
|
|
$
|
12.36
|
|
|
10/13/2025
|
| |||||||||||||||||||||||||
|
3/2/2016
|
|
|
8,307
|
(5a)
|
$
|
260,757
|
| ||||||||||||||||||||||||||||
|
3/2/2016
|
|
|
18,690
|
(5b)
|
$
|
586,679
|
| ||||||||||||||||||||||||||||
|
3/2/2016
|
|
|
24,922
|
|
|
12,461
|
|
$
|
12.85
|
|
|
3/2/2026
|
| ||||||||||||||||||||||
|
3/1/2017
|
|
|
6,413
|
(6a)
|
$
|
201,304
|
| ||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
9,620
|
(6b)
|
$
|
301,972
|
| ||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
18,471
|
|
$
|
27.40
|
|
|
3/1/2027
|
| |||||||||||||||||||||||||
John W. Nurkin |
|
1/2/2015
|
|
|
4,006
|
(4b)
|
$
|
125,748
|
| |||||||||||||||||||||||||||
|
8/20/2015
|
|
|
3,385
|
(4c)
|
$
|
106,255
|
| ||||||||||||||||||||||||||||
|
10/13/2015
|
|
|
16,788
|
(4d)
|
$
|
526,975
|
| ||||||||||||||||||||||||||||
|
10/13/2015
|
|
|
55,224
|
|
$
|
12.36
|
|
|
10/13/2025
|
| |||||||||||||||||||||||||
|
3/2/2016
|
|
|
6,894
|
(5a)
|
$
|
216,403
|
| ||||||||||||||||||||||||||||
|
3/2/2016
|
|
|
15,512
|
(5b)
|
$
|
486,922
|
| ||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
20,686
|
|
|
10,342
|
|
$
|
12.85
|
|
|
3/2/2026
|
| ||||||||||||||||||||||
|
3/1/2017
|
|
|
4,687
|
(6a)
|
$
|
147,125
|
| ||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
7,031
|
(6b)
|
$
|
220,703
|
| ||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
13,498
|
|
$
|
27.40
|
|
|
3/1/2027
|
| |||||||||||||||||||||||||
John W. Swann, III |
|
1/2/2015
|
|
|
5,212
|
(4b)
|
$
|
163,605
|
| |||||||||||||||||||||||||||
|
10/13/2015
|
|
|
20,227
|
(4d)
|
$
|
634,926
|
| ||||||||||||||||||||||||||||
|
10/13/2015
|
|
|
66,535
|
|
$
|
12.36
|
|
|
10/13/2025
|
| |||||||||||||||||||||||||
|
3/2/2016
|
|
|
7,061
|
(5a)
|
$
|
221,645
|
| ||||||||||||||||||||||||||||
|
3/2/2016
|
|
|
15,887
|
(5b)
|
$
|
498,693
|
| ||||||||||||||||||||||||||||
|
3/2/2016
|
|
|
21,184
|
|
|
10,592
|
|
$
|
12.85
|
|
|
3/2/2026
|
| ||||||||||||||||||||||
|
3/1/2017
|
|
|
4,588
|
(6a)
|
$
|
144,017
|
| ||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
6,882
|
(6b)
|
$
|
216,026
|
| ||||||||||||||||||||||||||||
|
3/1/2017
|
|
|
13,214
|
|
$
|
27.40
|
|
|
3/1/2027
|
| |||||||||||||||||||||||||
| 2018 PROXY STATEMENT | 35 |
EXECUTIVE COMPENSATION
| (1) | Outstanding vested and unvested Options awarded on the award date are subject to satisfaction of vesting criteria for the applicable year. Options awarded to Mr. Lowe on January 2, 2015, vest at the rate of 33 1⁄3 percent per year with vesting dates of January 2, 2016, January 2, 2017, and January 2, 2018. Options awarded to NEOs on October 13, 2015, cliff vest after three years on October 13, 2018. Options awarded to NEOs on March 2, 2016, vest at the rate of 33 1⁄3 percent per year with vesting dates of March 2, 2017, March 2, 2018, and March 2, 2019. Options awarded to NEOs on March 1, 2017, vest at the rate of 33 1⁄3 percent per year with vesting dates of March 1, 2018, March 1, 2019, and March 1, 2020. LTI awards are generally subject to continued employment through the applicable vesting period. |
| (2) | Based on the closing price of our common stock on the award date adjusted when applicable for theSpin-Off. |
| (3) | Based on the closing price of our common stock of $31.39 on December 29, 2017, the last trading day of 2017. |
| (4a) | Restricted shares awarded on January 2, 2015, vest at the rate of 33 1⁄3 percent per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of January 2, 2016, January 2, 2017, and January 2, 2018. The number of restricted shares is based on the adjustment as a result of theSpin-Off on September 26, 2015. LTI awards are generally subject to continued employment through the applicable vesting period. |
| (4b) | RSUs awarded on January 2, 2015, vest at the rate of 33 1⁄3 percent per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of January 2, 2016, January 2, 2017, and January 2, 2018. The number of RSUs is based on the adjustment as a result of theSpin-Off on September 26, 2015. LTI awards are generally subject to continued employment through the applicable vesting period. |
| (4c) | RSUs awarded on August 20, 2015, vest at 33 1⁄3 percent per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of August 20, 2016, August 20, 2017, and August 20, 2018. The number of RSUs is based on the adjustment as a result of theSpin-Off on September 26, 2015. LTI awards are generally subject to continued employment through the applicable vesting period. |
| (4d) | RSUs awarded on October 13, 2015, cliff vest after three years on October 13, 2018. LTI awards are generally subject to continued employment through the applicable vesting period. |
| (4e) | RSUs awarded on October 13, 2015, vest at 33 1⁄3 percent per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of October 13, 2016, October 13, 2017, and October 13, 2018. LTI awards are generally subject to continued employment through the applicable vesting period. |
| (5a) | RSUs awarded on March 2, 2016, vest at the rate of 33 1⁄3 percent per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of March 2, 2017, March 2, 2018, and March 2, 2019. LTI awards are generally subject to continued employment through the applicable vesting period. |
| (5b) | PSUs awarded on March 2, 2016, become eligible to vest March 2, 2019, subject to satisfaction of external performance criteria for the three-year performance period. LTI awards are generally subject to continued employment through the applicable vesting period. PSUs are capped at target if our TSR is negative. Amount presented assumes achievement of the maximum performance level. |
| (6a) | RSUs awarded on March 1, 2017, vest at the rate of 33 1⁄3 percent per year, subject to satisfaction of vesting criteria for the applicable year, with vesting dates of March 1, 2018, March 1, 2019, and March 1, 2020. LTI awards are generally subject to continued employment through the applicable vesting period. |
| (6b) | PSUs awarded on March 1, 2017, become eligible to vest March 1, 2020, subject to satisfaction of external performance criteria for the three-year performance period. LTI awards are generally subject to continued employment through the applicable vesting period. PSUs are capped at target if our TSR is negative. Amount presented assumes achievement of the maximum performance level. |
OPTION EXERCISES AND STOCK VESTED IN 2017
The following table sets forth stock vested for each of our named executive officersNEOs in 2014.2017. Our named executive officersNEOs did not exercise any optionsOptions in 2014.2017.
| Option Awards | Stock Awards | |||||||||||||||
Name | 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 | — | $ | — | 34,609 | $ | 897,344 | ||||||||||
Scott W. Sproule | — | $ | — | 21,992 | $ | 542,173 | ||||||||||
J. Randall Data | — | $ | — | 10,895 | $ | 310,861 | ||||||||||
John W. Nurkin | — | $ | — | 15,935 | $ | 392,083 | ||||||||||
John W. Swann, III | — | $ | — | 14,582 | $ | 358,875 | ||||||||||
| (1) | The value realized on vesting of stock awards includes RSUs that vested on January 3, 2017, based on a market value of $23.72, and PSUs that vested on January 3, 2017, based on a market value of $23.72, for each of Mr. Lowe, Mr. Sproule, Mr. Nurkin, and Mr. Swann. The value realized on vesting of stock awards also includes RSUs that vested on March 2, 2017, based on a market value of $27.40 for each of Mr. Lowe, Mr. Sproule, Mr. Data, Mr. Nurkin, and Mr. Swann. For Mr. Sproule and Mr. Nurkin, the value also includes RSUs that vested August 21, 2017, based on a market value of $24.14. For Mr. Data, the value also includes RSUs that vested October 13, 2017, based on a market value of $29.23. |
| | | | | | | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | |
| Stock Awards | |||||||||||||
| | | | | | | | | | | | | | | |
| Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | |||||||||||
| | | | | | | | | | | | | | | |
| Christopher J. Kearney | 74,861 | $ | 7,742,060 | ||||||||||
| | | | | | | | | | | | | | | |
| Jeremy W. Smeltser | 11,872 | $ | 1,222,222 | ||||||||||
| | | | | | | | | | | | | | | |
| Robert B. Foreman | 23,341 | $ | 2,413,066 | ||||||||||
| | | | | | | | | | | | | | | |
| Kevin L. Lilly | 15,206 | $ | 1,573,404 | ||||||||||
| | | | | | | | | | | | | | | |
| J. Michael Whitted | 10,883 | $ | 1,123,660 | ||||||||||
| | | | | | | | | | | | | | | |
The following table sets forth the net present value of accumulated benefits payable to each of the named executive officers, including the number of years credited service. No pension benefits payments were made to any named executive officers during the 2014 fiscal year.
| | | | | | | | | | | | | | | | | | | | | | | | |
| Name | Plan Name (1) | Number of Years Credited Service (#) | Present Value of Accumulated Benefit (2) ($) | Payments during the last fiscal year ($) | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Christopher J. Kearney | TMP | 15.00 | $ | 36,163,710 | $ | 0 | |||||||||||||||||
| IARP | 17.88 | $ | 624,997 | $ | 0 | ||||||||||||||||||
| SIARP | 17.88 | $ | 1,947,942 | $ | 0 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Jeremy W. Smeltser | TMP | 5.67 | $ | 667,836 | $ | 0 | |||||||||||||||||
| IARP | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
| SIARP | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Robert B. Foreman | TMP | 15.00 | $ | 18,627,899 | $ | 0 | |||||||||||||||||
| IARP | 15.65 | $ | 451,589 | $ | 0 | ||||||||||||||||||
| SIARP | 15.65 | $ | 1,096,842 | $ | 0 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| Kevin L. Lilly | TMP | 9.00 | $ | 4,186,810 | $ | 0 | |||||||||||||||||
| IARP | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
| SIARP | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
| J. Michael Whitted | TMP | 5.67 | $ | 1,009,991 | $ | 0 | |||||||||||||||||
| IARP | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
| SIARP | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | |
Upon designation by the Compensation Committee, named executive officers participate in the TMP. For those named executive officers who became participants in the TMP prior to August 24, 2005 (Messrs. Kearney and Foreman), the benefit formula is 60% of final average pensionable earnings (highest three of last ten calendar years of employment). This target benefit accrues ratably over a 15-year period with the officer receiving the maximum benefit after 15 years. A participant may retire as early as age 55, but benefits payable at early retirement are reduced 3% per year from age 60.
For those named executive officers who became participants in the TMP on or after August 24, 2005 (Messrs. Smeltser, Lilly and Whitted), the benefit formula is 50% of final average pensionable earnings (highest 3 of last 10 calendar years of employment). For Messrs. Smeltser and Whitted, this target benefit accrues ratably over a 25-year period with the officer receiving the maximum benefit after 25 years. For Mr. Lilly, this target benefit accrues ratably over a 20-year period with the officer receiving the maximum benefit after 20 years. A participant's benefits may commence as early as age 55, but benefits payable at early retirement are reduced 4% per year from age 62.
For all participants in the TMP other than Messrs. Smeltser and Whitted, the benefit vests after 5 years of service. For Messrs. Smeltser and Whitted, this benefit vests after 5 years of service as an officer. Any payments made from the IARP and SIARP reduce amounts payable under the TMP.
The IARP is a tax-qualified cash-balance defined benefit pension plan covering certain salaried and hourly employees. Employees hired after December 31, 2000 are not eligible to participateplan.
| 36 | 2018 PROXY STATEMENT |
in the IARP. The IARP provides participants an account balance credited with principal credits and interest credits, which vests after 3 years of service.
The SIARP is a nonqualified defined benefit plan that provides benefits in excess of the limitation on benefits imposed by the Internal Revenue Code for certain IARP participants. The SIARP provides a benefit equal to the difference between (i) the amount of IARP benefit to which the participant would have been entitled if such benefit were computed without giving effect to the limitations under the Internal Revenue Code less (ii) the amount of the IARP benefit actually payable to the participant.
Participants in the TMP, IARP, and SIARP may elect to receive their benefits in a lump sum or annuity form of payment.
In general, "pensionable earnings" for purposes of the TMP and SIARP is the amount reported as wages on a participant's Form W-2 and paid prior to termination of employment, increased by (i) amounts contributed by the participant to the 401(k) Plan, SRSP and the SPX Corporation Flexible Spending Account Plans, and (ii) vacation and holiday pay (but not severance pay) paid after termination of employment. "Pensionable earnings" doesnot include the following amounts: (i) reimbursements or other expense allowances, (ii) fringe benefits (cash and non-cash), (iii) moving expenses, (iv) welfare benefits, (v) deferred compensation, (vi) the value of restricted shares and other equity awards, (vii) severance pay paid after termination of employment, and (viii) employer-provided automobiles, mileage reimbursements and car allowances for which no documentation is required, hiring bonuses or other special payments, taxable and non-taxable tuition reimbursements, the taxable value of physical examinations and group term life insurance coverage in excess of $50,000, and other similar amounts not paid in cash that are required to be included in taxable income under the Internal Revenue Code.
Nonqualified Deferred Compensation in 2014
EXECUTIVE COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION
The following table sets forth information relating to the SRSP. Named executive officers and otherSPX Corporation Supplemental Retirement Savings Plan (“SRSP”) for NEOs in 2017. Other members of senior-level management are also eligible to participate in the SRSP, a nonqualified deferred compensation plan that allows them to makepre-tax deferrals in excess of those permitted by the 401(k) Plan. Named executive officersEligible 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 at least six months 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 isthe deferrals and match are allocated to the fund(s) under the SRSP as selected by the participant. The maximum match available between both the SRSP and 401(k) Plan is 5% of eligible compensation, provided that total contributions are equal to or greater than 6% of eligible compensation.
In general, "eligible compensation"“eligible compensation” for purposes of the SRSP is the amount reported as wages on a participant's participant’sForm W-2, (A) (1) increased by (i)(a) amounts contributed by the participant to the 401(k) Plan and the SPX Corporation Flexible Spending Account Plans, and (ii)(b) vacation and holiday pay paid after termination of employment; and (B)(2) decreased by (i)(a) reimbursements or other expense allowances, (ii)(b) fringe benefits (cash andnon-cash), (iii) (c) moving expenses, (iv)(d) welfare benefits (provided that short-term disability payments are included and long-term disability payments are excluded), (v)(e) employer-provided automobiles, mileage reimbursements, and car allowances for which no documentation is required, taxable andnon-taxable tuition reimbursements, and the taxable value of physical examinations, and group term life insurance
coverage in excess of $50,000, (vi)(f) pay in lieu of notice, (vii)(g) deferred compensation, (viii)(h) the value of restricted shares and other equity awards, and (ix)(i) severance pay paid after termination of employment.
All matching contributions into the 401(k) Plan are invested initially in the SPX Common Stock Fund and are allocated in the form of units. The units consist primarily of SPX common stock, with a portion of the fund in cash, for purposes of administrative convenience. All matching contributions into the SRSP are made in cash and invested according to the participant'sparticipant’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 same investment choices available in the 401(k) Plan, except that the SPX Company Stock Fund and a stable value fund are not available under the SRSP. All returns in the SRSP and the 401(k) Plan are at market rates.In-service distributions are not allowed under the SRSP. SRSP participants elect the form and timing of payment of their SRSP deferral account prior to the year in which it is deferred. All amounts deferred under the SRSP after 2009 will be paid in a lump sumlump-sum payment six months following termination of employment. Participants may elect to receive theirpre-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 701/⁄2).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 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 (4) | ||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Christopher J. Kearney | $ | 590,291 | $ | 138,948 | $ | 711,610 | $ | 0 | $ | 9,618,438 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Jeremy W. Smeltser | $ | 138,638 | $ | 39,046 | $ | 22,567 | $ | 0 | $ | 530,446 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Robert B. Foreman | $ | 245,258 | $ | 76,738 | $ | 122,143 | $ | 0 | $ | 4,598,192 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Kevin L. Lilly | $ | 252,175 | $ | 38,762 | $ | 62,252 | $ | 0 | $ | 1,688,423 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| J. Michael Whitted | $ | 72,018 | $ | 21,182 | $ | 244,211 | $ | 0 | $ | 5,016,654 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
| Name | 2014 Salary | 2013 Non-Equity Incentive Plan Compensation | ||||||||||||
| | | | | | | | | | | | | | | |
| Mr. Kearney | $ | 225,355 | $ | 364,936 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Smeltser | $ | 68,624 | $ | 70,014 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Foreman | $ | 149,053 | $ | 96,185 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Lilly | $ | 26,414 | $ | 225,761 | ||||||||||
| | | | | | | | | | | | | | | |
| Mr. Whitted | $ | 72,018 | �� | $ | 0 | |||||||||
| | | | | | | | | | | | | | | |
Potential Payments Upon Termination or Change-in-Control
We have entered into
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 | $ | 72,081 | $ | 60,068 | $ | 61,314 | $ | — | $ | 414,810 | ||||||||||
Scott W. Sproule | $ | 43,024 | $ | 17,927 | $ | 71,934 | $ | — | $ | 520,864 | ||||||||||
J. Randall Data | $ | 20,808 | $ | 17,340 | $ | 8,518 | $ | — | $ | 71,387 | ||||||||||
John W. Nurkin | $ | 19,809 | $ | 12,381 | $ | 20,407 | $ | — | $ | 156,466 | ||||||||||
John W. Swann, III | $ | 29,405 | $ | 9,802 | $ | 63,726 | $ | — | $ | 412,815 | ||||||||||
| (1) | Contributions to the SRSP consisted of the following amounts reported in the Summary Compensation Table. |
Name | 2017 Salary | 2016Non-Equity Incentive Plan Compensation | ||||||||||||
Eugene J. Lowe, III | $ | 39,936 | $ | 32,145 | ||||||||||
Scott W. Sproule | $ | 43,024 | $ | — | ||||||||||
J. Randall Data | $ | 20,808 | $ | — | ||||||||||
John W. Nurkin | $ | 19,809 | $ | — | ||||||||||
John W. Swann, III | $ | 29,405 | $ | — | ||||||||||
| (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. |
| 2018 PROXY STATEMENT | 37 |
EXECUTIVE COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION ORCHANGE-IN-CONTROL
Our NEOs are covered bychange-in-control agreements, including an employment agreement, a change-in-control agreementseverance agreements, and stock plan award agreements with each of our named executive officers governing compensation in the event of a termination of employment or a change in control of our company.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 benefitbenefits to be received by each named executive officerNEO in the event of his termination resulting from various scenarios, assuming a termination date of December 31, 20142017 and a stock price of $85.92,$31.39, our closing stock price on December 31, 2014. The following tables should be read in connection with29, 2017, the Pension Benefits table on p. 49.last trade day of fiscal 2017. Assumptions and explanations of the numbers set forth in the tables below are set forth in the footnotes to, and in additional text following, the tables.
Eugene J. Lowe, III
| (a) Voluntary Resignation or (b) Involuntary Termination For Cause | Disability
| Death Pre-retirement |
Involuntary Without Cause/ Voluntary Resignation for Good Reason | Termination Following Change in Control | |||||||||||||||
Salary | $ | — | $ | — | $ | — | $ | 1,651,912 | (1) | $ | 2,477,868 | (3) | ||||||||
Bonus | $ | — | $ | 825,956 | (4) | $ | 825,956 | (4) | $ | 3,097,446 | (5) | $ | 4,646,169 | (7) | ||||||
Value of Accelerated Equity | $ | — | $ | 17,507,148 | (9) | $ | 17,507,148 | (9) | $ | 16,200,084 | (10) | $ | 17,507,148 | (9) | ||||||
Value of Accelerated CPUs | $ | — | $ | 1,354,126 | (11) | $ | 1,354,126 | (11) | $ | 1,354,126 | (11) | $ | 1,354,126 | (11) | ||||||
All Other Compensation | $ | 79,241 | (12) | $ | 79,241 | (12) | $ | 79,241 | (12) | $ | 174,486 | (13) | $ | 234,085 | (14) | |||||
TOTAL | $ | 79,241 | $ | 19,766,471 | $ | 19,766,471 | $ | 22,478,054 | $ | 26,219,396 | ||||||||||
Scott W. Sproule
| (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 | $ | — | $ | — | $ | — | $ | 445,281 | (2) | $ | 890,562 | (1) | ||||||||
Bonus | $ | — | $ | 311,697 | (4) | $ | 311,697 | (4) | $ | 584,452 | (6) | $ | 1,168,904 | (8) | ||||||
Value of Accelerated Equity | $ | — | $ | 4,569,206 | (9) | $ | 4,569,206 | (9) | $ | 3,214,280 | (10) | $ | 4,569,206 | (9) | ||||||
Value of Accelerated CPUs | $ | — | $ | 332,281 | (11) | $ | 332,281 | (11) | $ | 332,281 | (11) | $ | 332,281 | (11) | ||||||
All Other Compensation | $ | 42,815 | (15) | $ | 42,815 | (15) | $ | 42,815 | (15) | $ | 95,285 | (16) | $ | 124,771 | (17) | |||||
TOTAL | $ | 42,815 | $ | 5,255,999 | $ | 5,255,999 | $ | 4,671,579 | $ | 7,085,724 | ||||||||||
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 | $ | — | $ | — | $ | — | $ | 430,440 | (2) | $ | 860,880 | (1) | ||||||||
Bonus | $ | — | $ | 279,786 | (4) | $ | 279,786 | (4) | $ | 524,618 | (6) | $ | 1,049,236 | (8) | ||||||
Value of Accelerated Equity | $ | — | $ | 3,702,987 | (9) | $ | 3,702,987 | (9) | $ | 2,565,822 | (10) | $ | 3,702,987 | (9) | ||||||
Value of Accelerated CPUs | $ | — | $ | 288,325 | (11) | $ | 288,325 | (11) | $ | 288,325 | (11) | $ | 288,325 | (11) | ||||||
All Other Compensation | $ | 41,388 | (15) | $ | 41,388 | (15) | $ | 41,388 | (15) | $ | 91,119 | (16) | $ | 117,866 | (17) | |||||
TOTAL | $ | 41,388 | $ | 4,312,486 | $ | 4,312,486 | $ | 3,900,324 | $ | 6,019,294 | ||||||||||
| 38 | �� 2018 PROXY STATEMENT |
EXECUTIVE COMPENSATION
John W. Nurkin
| (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 | $ | — | $ | — | $ | — | $ | 355,047 | (2) | $ | 710,094 | (1) | ||||||||
Bonus | $ | — | $ | 213,028 | (4) | $ | 213,028 | (4) | $ | 399,442 | (6) | $ | 798,884 | (8) | ||||||
Value of Accelerated Equity | $ | — | $ | 3,082,524 | (9) | $ | 3,082,524 | (9) | $ | 2,176,846 | (10) | $ | 3,082,524 | (9) | ||||||
Value of Accelerated CPUs | $ | — | $ | 223,185 | (11) | $ | 223,185 | (11) | $ | 223,185 | (11) | $ | 223,185 | (11) | ||||||
All Other Compensation | $ | 28,617 | (15) | $ | 28,617 | (15) | $ | 28,617 | (15) | $ | 78,119 | (16) | $ | 105,356 | (17) | |||||
TOTAL | $ | 28,617 | $ | 3,547,354 | $ | 3,547,354 | $ | 3,232,639 | $ | 4,920,043 | ||||||||||
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 | $ | — | $ | — | $ | — | $ | 418,180 | (2) | $ | 836,360 | (1) | ||||||||
Bonus | $ | — | $ | 250,908 | (4) | $ | 250,908 | (4) | $ | 250,908 | (6) | $ | 501,816 | (8) | ||||||
Value of Accelerated Equity | $ | — | $ | 3,352,297 | (9) | $ | 3,352,297 | (9) | $ | 2,437,470 | (10) | $ | 3,352,297 | (9) | ||||||
Value of Accelerated CPUs | $ | — | $ | 223,201 | (11) | $ | 223,201 | (11) | $ | 223,201 | (11) | $ | 223,201 | (11) | ||||||
All Other Compensation | $ | 33,655 | (15) | $ | 33,655 | (15) | $ | 33,655 | (15) | $ | 92,605 | (16) | $ | 132,946 | (17) | |||||
TOTAL | $ | 33,655 | $ | 3,860,061 | $ | 3,860,061 | $ | 3,422,364 | $ | 5,046,620 | ||||||||||
| (1) | Two times current base salary. |
| (2) | One times current base salary. |
| (3) | Three times current base salary. |
| (4) | Reflects annual bonus, which is equal to apro-rated portion of the highest of actual bonus for year preceding termination or current-year target bonus. |
| (5) | 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. |
| (6) | 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. |
| (7) | 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. |
| (8) | 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. |
| (9) | Represents the accelerated vesting of all unvested PSUs (at assumed target performance level), RSUs, and Options. |
| (10) | 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. Sproule, Mr. Data, Mr. Nurkin, and Mr. Swann. |
| (11) | Represents the accelerated vesting of all unvested CPUs at assumed target performance level. |
| (12) | Other compensation for Mr. Lowe includes payout of accrued vacation (up to five weeks of base salary). |
| (13) | Sum of other compensation for Mr. Lowe includes: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Christopher J. Kearney | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (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 | $ | 0 | $ | 0 | $ | 0 | $ | 2,449,600 | (1) | $ | 3,674,400 | (2) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Bonus | $ | 0 | $ | 0 | $ | 0 | $ | 6,177,891 | (3) | $ | 9,266,837 | (4) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Value of Accelerated Equity (5) | $ | 17,023,587 | (5.a) | ||||||||||||||||||||||||||
| $ | 0 | (5.b) | $ | 17,023,587 | $ | 17,023,587 | $ | 17,023,587 | $ | 17,023,587 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Retirement Plans (6) | $ | 1,870,293 | (6.a) | $ | 0 | $ | 1,870,293 | (6.b) | $ | 2,385,576 | (6.c) | $ | 2,385,576 | (6.d) | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| All Other Compensation (7) | $ | 1,491,998 | (7.a) | ||||||||||||||||||||||||||
| $ | 117,769 | (7.b) | $ | 5,686,437 | $ | 4,760,315 | $ | 1,579,737 | $ | 1,598,116 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TOTAL | $ | 20,385,879 | (5.a) | $ | 22,710,025 | $ | 23,654,195 | $ | 29,616,392 | $ | 33,948,516 | ||||||||||||||||||
| $ | 1,988,062 | (5.b) | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Robert B. Foreman | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (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 | $ | 0 | $ | 0 | $ | 0 | $ | 1,680,100 | (1) | $ | 2,520,150 | (2) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Bonus | $ | 0 | $ | 0 | $ | 0 | $ | 3,259,394 | (3) | $ | 4,889,091 | (4) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Value of Accelerated Equity (5) | $ | 5,110,693 | (5.a) | ||||||||||||||||||||||||||
| $ | 0 | (5.b) | $ | 5,110,693 | $ | 5,110,693 | $ | 5,110,693 | $ | 5,110,693 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Retirement Plans (6) | $ | 1,893,875 | (6.a) | $ | 0 | $ | 1,893,875 | (6.b) | $ | 3,352,736 | (6.c) | $ | 3,561,791 | (6.d) | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| All Other Compensation (7) | $ | 1,139,463 | (7.a) | ||||||||||||||||||||||||||
| $ | 80,774 | (7.b) | $ | 7,625,047 | $ | 6,121,403 | $ | 1,224,490 | $ | 4,112,153 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TOTAL | $ | 8,144,031 | (5.a) | ||||||||||||||||||||||||||
| $ | 1,974,649 | (5.b) | $ | 12,735,741 | $ | 13,125,972 | $ | 14,627,414 | $ | 20,193,878 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2018 PROXY STATEMENT | 39 |
EXECUTIVE COMPENSATION
| (14) | Sum of other compensation for Mr. Lowe includes: |
for this benefit because they would have met the age and service requirements (see footnote 5) to receive retirement treatment upon termination, provided the Board of Directors grants continuation; and
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Jeremy W. Smeltser | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (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 | $ | 0 | $ | 0 | $ | 0 | $ | 571,200 | (1) | $ | 1,142,400 | (2) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Bonus | $ | 0 | $ | 0 | $ | 0 | $ | 886,502 | (3) | $ | 1,773,005 | (4) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Value of Accelerated Equity (5) | $ | 0 | $ | 4,195,302 | $ | 4,195,302 | $ | 1,244,823 | $ | 4,195,302 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Retirement Plans (6) | $ | 69,658 | $ | 0 | $ | 126,693 | $ | 434,010 | $ | 946,037 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| All Other Compensation (7) | $ | 54,923 | $ | 6,206,473 | $ | 2,195,646 | $ | 115,269 | $ | 373,558 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TOTAL | $ | 124,581 | $ | 10,401,775 | $ | 6,517,641 | $ | 3,251,805 | $ | 8,430,301 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| J. Michael Whitted | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (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 | $ | 0 | $ | 0 | $ | 0 | $ | 525,900 | (1) | $ | 1,577,700 | (2) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Bonus | $ | 0 | $ | 0 | $ | 0 | $ | 816,197 | (3) | $ | 2,448,590 | (4) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Value of Accelerated Equity (5) | $ | 0 | $ | 3,863,307 | $ | 3,863,307 | $ | 1,148,077 | $ | 3,863,307 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Retirement Plans (6) | $ | 114,814 | $ | 0 | $ | 183,049 | $ | 363,024 | $ | 705,093 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| All Other Compensation (7) | $ | 50,567 | $ | 4,995,627 | $ | 2,017,892 | $ | 132,779 | $ | 418,837 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TOTAL | $ | 165,381 | $ | 8,858,934 | $ | 6,064,248 | $ | 2,985,977 | $ | 9,013,528 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
a lump sum, rather than being paid in the form elected at age 62, and the application of an alternative definition of final average pay.
| (15) | Sum of other compensation for Mr. Sproule, Mr. Data, Mr. Nurkin, and Mr. Swann includes payout of accrued vacation (up to five weeks of base salary). |
| (16) | Sum of other compensation for Mr. Sproule, Mr. Data, Mr. Nurkin, and Mr. Swann includes: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Kevin L. Lilly | |||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (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 | $ | 0 | $ | 0 | $ | 0 | $ | 546,500 | (1) | $ | 1,093,000 | (2) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Bonus | $ | 0 | $ | 0 | $ | 0 | $ | 848,168 | (3) | $ | 1,696,336 | (4) | |||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Value of Accelerated Equity (5) | $ | 3,837,273 | (5a) | ||||||||||||||||||||||||||
| $ | 0 | (5b) | $ | 3,837,273 | $ | 3,837,273 | $ | 3,837,273 | $ | 3,837,273 | |||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Retirement Plans (6) | $ | 7,118 | (6.a) | $ | 0 | $ | 7,118 | (6.b) | $ | 495,681 | (6.c) | $ | 956,073 | (6.d) | |||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| All Other Compensation (7) | $ | 574,226 | (7.a) | $ | 946,792 | $ | 2,098,725 | $ | 620,190 | $ | 630,567 | ||||||||||||||||||
| $ | 52,548 | (7.b) | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| TOTAL | $ | 4,418,617 | (5.a) | $ | 4,784,065 | $ | 5,943,116 | $ | 6,347,813 | $ | 8,213,249 | ||||||||||||||||||
| $ | 59,666 | (5.b) | |||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The values in the table assume that all applicable performance vesting requirements will be met, all of the value of the above performance-based stock is subject to performance vesting requirements in the cases of termination by SPX without cause, and voluntary termination by the executive for good reason.
6.a—the benefit becoming payable immediately, rather than age 62.
6.b—the benefit being paid in a lump sum immediately, rather than being paid in the form elected at age 62.
6.c—credit for one additional year of age and service, and the benefit becoming payable immediately, rather than age 62.
6.d—credit for two additional years of age and service, and the benefit being immediately payable as a lump sum, rather than being paid in the form elected at age 62, and the application of an alternative definition of final average pay.
| (17) | Sum of other compensation for Mr. Sproule, Mr. Data, Mr. Nurkin, and Mr. Swann includes: |
Assumptions and Explanations of Numbers in Tables
| 40 | 2018 PROXY STATEMENT |
EXECUTIVE COMPENSATION
The
Equity Compensation Committee retains discretion to provide, and in the past has provided, additional benefits to executive officers upon termination or resignation if it determines the circumstances so warrant.
Confidentiality, Non-Competition and Non-Solicitation AgreementsPlan Information
As a condition to each executive officer's entitlement to receive the base salary amounts and equity award acceleration referenced in the applicable tables, the executive is required to execute a waiver of claims against us and shall be bound by the terms of a non-competition and non-solicitation agreement, which prohibits the executive from soliciting or diverting any customer, potential customer, employee or potential employee or competing with any of our businesses in which he has been employed for a period of two years from the date of termination.
Incremental Pension Amounts
We report the liabilities and associated expense for the pension plans under FASB Accounting Standards Codification Topic 715, "Compensation/Retirement Benefits" ("Topic 715"). Generally, the assumptions and methods used for financial reporting were also used in determining the values in this disclosure (mortality, forms of payment, etc.).
Post-Retirement Health Care and Key Manager Life Insurance Benefits
Because these benefits are self-insured, we calculate and maintain liabilities for these programs under appropriate accounting standards. We report the liabilities and associated expense for the pension plans under Topic 715. Generally, the assumptions and methods used for financial reporting were also used in determining the values in this disclosure (mortality, healthcare inflation, etc.).
Termination Provisions—Definitions of Cause and Good Reason
The employment agreements for all named executive officers contain the following definitions of cause and good reason.
"Good Reason" is defined as any of the following, if done without the named executive officer's consent: (1) assignment of duties that are inconsistent with the executive's position (except to the extent the company promotes the executive to a higher executive position); (2) changing the named
executive officer's reporting relationship; (3) failing to pay any portion of the named executive officer's compensation within 10 days of the date such compensation is due; (4) requiring the executive to relocate more than 50 miles from our principal business office; or (5) failing to continue in effect any cash or stock-based incentive or bonus plan, pension plan, welfare benefit plan or other benefit plan, program or arrangement, unless the aggregate value of all such arrangements provided to the named executive officer after such discontinuance is not materially less than the aggregate value as of the effective date of the employment contract.
"Cause" is defined as: (1) willful and continued failure to substantially perform duties as named executive officer (other than any such failure resulting from incapacity due to physical or mental illness) after written notice and at least 30 days to cure such alleged deficiencies; (2) willful misconduct, which is demonstrably and materially injurious to our company, monetarily or otherwise; or (3) egregious misconduct involving serious moral turpitude to the extent that the named executive officer's credibility and reputation no longer conform to the standard of senior executive officers of the company.
Payments upon a Termination in Connection with a Change in Control
Named executive officers will be entitled to certain benefits as described in the applicable tables if they are terminated within 36 months following a change in control for a reason other than death, disability, retirement or termination for cause or if employment is terminated by the named executive officer other than for good reason. During the one-year period beginning 30 days after a change in control, any termination by the named executive officer will be deemed to be for good reason.
For purposes of the change-in-control severance agreements, a change in control included the acquisition by any person (or group of related persons) of 25% or more of the voting power of our securities (including in an exchange or tender offer), or (1) liquidation of SPX, (2) the sale of all or substantially all of our assets, (3) a merger or consolidation (except where our stockholders prior to the time of merger or consolidation continue to hold at least 75% of the voting power of the new or surviving entity), or (4) a change in the majority of our Board of Directors within a two-year period without the approval of the incumbent board.
For purposes of the change-in-control severance agreements, "cause" is defined as (1) willful and continued failure to substantially perform duties, (2) willfully engaging in conduct that is demonstrably and materially injurious to us, monetarily or otherwise, or (3) conviction of a felony that impairs the ability of the affected named executive officer to substantially perform his duties.
For purposes of the change-in-control severance agreements, "good reason" is defined as (1) assignment by us of duties inconsistent with the named executive officer's duties, responsibilities and status as of the day prior to the change in control or a reduction or alteration in the nature or status of such responsibilities, (2) reduction in base salary or in the named executive officer's most recent annual target bonus opportunity, (3) a transfer to a location more than 50 miles from current location, (4) failure to continue applicable employee benefit plans, (5) failure to reinstate employment following a suspension of employment for disability, (6) termination, replacement or reassignment of 25% or more of our elected officers (other than because of death, disability, retirement, cause or voluntary resignation), (7) failure to obtain the agreement of a successor company to assume all obligations under the change-in-control severance agreements, or (8) a purported termination that is not in compliance with the terms of the agreement. Executive officers may not trigger change of control benefits if they voluntarily terminate their employment following a change of control.
The column setting forth payments upon a change in control assumes that the named executive officer's employment was terminated following the change in control. Equity of all employees, including named executive officers, will fully vest following a change in control, regardless of subsequent termination of employment.
The Committee regularly monitors and reviews our compensation programs and risk management as an integral part of its program design and review.
The primary incentive compensation arrangements, one or both of which apply to the majority of personnel worldwide, are the SPX stock compensation plan and the SPX bonus plans. These plans cover the employees we believe would be most likely to be in a position to create a material risk to our company.
The Committee does not believe our compensation policies and practices give rise to risks that are reasonably likely to have a material adverse effect on our company. In reaching this conclusion, we considered the following factors:
No single SPX business unit carries a significant portion of the company's risk profile, or has compensation structured significantly differently than other units within the company, regardless of relative business unit profitability or compensation expense as a percentage of revenues.
The Committee does not believe that any of the design features pose a significant concern. Based upon this analysis, the Committee determined that the sales incentive plans do not present a material risk.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information as of December 31, 20142017, about SPX common stock that may be issued upon the exercise of options and rights under all our existing equity compensation plans, each of which was approved by our stockholders. These plans include the 2002 Stock Compensation Plan (and its predecessor plan, the 1992 Stock Compensation Plan), and the 2006Non-Employee Directors' Directors’ Stock Incentive Plan.
| | | | | | | | | | | | | | | | | | | | |
| | Plan Category | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | Weighted-average exercise price of outstanding options, warrants and rights (b) (2) | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | | | | | |
| Equity compensation plans approved by stockholders | 1,167,932 | (1) | N/A | 2,326,308 | (3) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Total | 1,167,932 | (1) | N/A | 2,326,308 | (3) | |||||||||||||
| | | | | | | | | | | | | | | | | | | | |
| Plan Category | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (a)(1) | Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (b)(2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3) | ||||||||||||
Equity Compensation Plans | 2,836,664 | 14.67 | 1,682,429 | ||||||||||||
Total | 2,836,664 | 14.67 | 1,682,429 | ||||||||||||
| (1) | Comprised of 1,606,949 shares issuable upon the exercise of outstanding Options and 1,229,715 shares issuable pursuant to RSUs and PSUs. |
| (2) | Excludes RSUs and PSUs. |
| (3) | All these shares were available for issuance under the 2002 Stock Compensation Plan and 2006Non-Employee Directors’ Stock Incentive Plan. |
| 2018 PROXY STATEMENT | 41 |
PROPOSAL 2: APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON ANON-BINDING ADVISORY BASIS(“SAY-ON-PAY”)
We are asking our stockholders to cast an advisory vote at our Annual Meeting to approve the compensation of our NEOs, as disclosed in this Proxy Statement.
Although the vote isnon-binding, the Committee and the Board value your opinion and will consider the outcome of the vote in revising our compensation philosophy and making future compensation decisions.
We intend to seek approval of our executive compensation on an annual basis.
WHY YOU SHOULD APPROVE OUR NEO COMPENSATION
During our second full year as the “new” SPX, we continued to focus on our commitment to having an executive compensation program that is aligned with stockholder interests and our goal of creating a meaningfulpay-for-performance culture. At our 2017 Annual Meeting, approximately 96% of votes cast approved our executive compensation. We interpreted this result, which exceeded the approximately 90% favorable vote we received in 2016, as a strong endorsement of our executive compensation program design and direction — further validating that our program is currently structured in the best interests of both our stockholders and executives.
Our executive compensation and executive compensation program are more fully described in the “Compensation Discussion and Analysis,” beginning on page 18, and in the “Summary Compensation Table” and subsequent tables, beginning on page 32.
OVERVIEW
Key Components of Our Compensation Program
Base Salary
We target base salary for NEOs at the market median of peer companies for established performers.
Annual Incentive
We focus annual bonus pay based on income, cash flow, and revenue goals.
Long-term Incentives
We target long-term pay based 50% on performance units, 25% on stock options, and 25% on restricted stock units.
Change in Control Provisions
We have double-trigger provisions in the 2002 Stock Compensation Planevent of a change of control.
Updated Peer Group
We refined our peer group to better reflect our industry, size, and 2006 Non-Employee Directors' Stock Incentive Plan. Excludes 466,063 shares of unvested restricted equity awarded under the 2002 Stock Compensation Plan. If these shares do not vest, they willcompetition.
Benefits and Perquisites
We have no longer constitute shares outstanding and will be available for future issuance under the terms of the plan.NEO participation in defined benefit pension plans or retiree medical benefits.
| YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE“FOR” THE APPROVAL OF NAMED EXECUTIVE OFFICERS’ COMPENSATION, ON A NON-BINDING ADVISORY BASIS (“SAY-ON-PAY”). |
| 42 | 2018 PROXY STATEMENT |
The Audit Committee of the SPX Board of Directors (the "Committee") consists of sixfour directors. Each of theAudit Committee membersmember is independent, as defined under SEC rules and the listing standards of the NYSE. The Audit Committee reviews SPX'sSPX’s financial reporting process on behalf of the Board of Directors and is responsible for ensuring the integrity of the financial information reported by SPX.
Management is responsible for SPX'sSPX’s financial reporting process, including its systems of internal and disclosure controls, and for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States ("(“US GAAP"GAAP”). SPX'sSPX’s independent registered public accountants, who areaccounting firm, which is appointed by the Audit Committee, areis responsible for auditing those financial statements. OurThe Audit Committee’s responsibility is to monitor and review these processes. We haveThe Audit Committee has relied, without independent verification, on management'smanagement’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with US GAAP and on the representations of the independent registered public accountantsaccounting firm included in theirthe firm’s report on SPX'sSPX’s financial statements.
In this context, we havethe Audit Committee has met and held discussions with management and Deloitte & Touche LLP SPX's(“Deloitte”), SPX’s independent registered public accountants.accounting firm since 2002. Management represented to usthe Audit Committee that SPX'sSPX’s consolidated financial statements were prepared in accordance with US GAAP, and we havethe Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accountants. Weaccounting firm. The Audit Committee discussed with the independent registered public accountantsaccounting firm matters required to be discussed by the Standards of the Public Company Accounting Oversight Board ("PCAOB"(“PCAOB”) for communication with audit committees, under which Deloitte & Touche LLP must provide us with additional information regarding the scope and results of its audit of SPX'sSPX’s consolidated financial statements.
In addition, we have discussed with Deloitte & Touche LLP its independence from SPX and SPX management, including matters in the written disclosures required by PCAOB Rule 3526,Communication with Audit Committees Concerning Independence.
WeThe Audit Committee discussed with SPX'sSPX’s internal auditors and independent registered public accountantsaccounting firm the overall scope and plans for theirits respective audits. WeThe Audit Committee met with the independent registered public accountants,accounting firm, with and without management present, to discuss the results of theirits examinations, the evaluations of SPX'sSPX’s internal controls, and the overall quality of SPX'sSPX’s financial reporting.
In reliance on the reviews and discussions referred to above, wethe Audit Committee recommended to the Board, of Directors, and the Board of Directors has approved, that the audited consolidated financial statements be included in SPX'sSPX’s Annual Report onForm 10-K for the year ended December 31, 20142017, filed with the SEC.
We haveThe Audit Committee has reviewed and discussed with management its assertion and opinion regarding internal controls included in the 20142017 Annual Report on Form10-K to stockholdersStockholders as required by Section 404 of the Sarbanes-Oxley Act of 2002. Management has confirmed to usthe Audit Committee that at December 31, 2017 internal controls over financial reporting have beenwere appropriately designed and are operating effectively to provide reasonable assurance regarding the reliability of financial reporting and the preparation of SPX'sSPX’s consolidated financial statements for external purposes in accordance with US GAAP. We haveThe Audit Committee has also reviewed and discussed with Deloitte & Touche LLP its audit and opinion regarding SPX'sSPX’s internal control over financial reporting as required by Section 404, which opinion is included in the 20142017 Annual Report onForm 10-K.
Table of ContentsAudit Committee,
PROPOSAL NO. 2ADVISORY VOTE TO APPROVE THE COMPENSATIONOF OUR NAMED EXECUTIVE OFFICERS
Ricky D. Puckett, Chairman
David A. Roberts
Ruth G. Shaw
Tana L. Utley
We are asking our stockholders to cast an advisory vote at our Annual Meeting to approve the compensation of our named executive officers, as disclosed in this proxy statement.
Though the vote is non-binding, the Compensation Committee (the "Committee") and the Board of Directors value your opinions and will consider the outcome of the vote in establishing our compensation philosophy and making future compensation decisions.
We intend to seek approval of our executive compensation program on an annual basis.
Why You Should Approve our Executive Compensation Program
As described more fully in "Compensation Discussion and Analysis" beginning on p. 24 and in the Summary Compensation Table for 2014 and subsequent tables beginning on p. 40, our named executive officers are compensated in a manner consistent with our business strategy, competitive practice, sound compensation governance principles, and stockholder interests and concerns. Our compensation policies and decisions are focused on motivating our named executive officers to deliver results for our stockholders.
Overview
Recent Changes to Our Compensation Programs
Over the last two years, we have made a number of significant investor-friendly changes to our executive compensation programs, including:
Responsiveness to Stockholders
In 2014, we continued our outreach to stockholders, discussing our executive compensation with a number of our largest stockholders. Following these discussions, the Committee has proposed changes to our equity plan in the proposal in this proxy statement. Specifically, we are proposing that stockholders approve adding a double trigger in the event of a change of control and instituting a one-year vesting requirement on all new equity grants.
Pay for Performance/Accountability
2014 was a milestone year for our company. Operationally, we transitioned into our new organizational alignment, structured around end-markets, designed to improve our operating efficiency and enhance our customer focus by more closely aligning our organizational resources with customer needs. This change contributed to a second consecutive year of margin improvement and strong cash flow generation. Strategically, we executed a number of actions, culminating with the announcement of our plan to spin-off our Flow business and separate SPX into two standalone public companies.
The spin-off is designed to provide both companies greater flexibility to focus on and pursue their respective growth strategies, enabling them to create significant value for shareholders, customers, and employees. We believe the execution of this plan will allow investors to distinctly value the unique attributes of each company.
We also executed a number of restructuring actions aimed at reducing our cost structure and improving our ability to serve our customers. These actions, along with ongoing lean and supply chain initiatives, contributed to improved operating performance at many of our businesses last year. As a result, despite a $54 million year-over-year reduction to segment income related to the large power projects in South Africa, our consolidated 2014 segment income increased 2% to $522 million and segment income margins increased 40 basis points to 11.1%. We also generated operating cash flows from continuing operations of $82 million, net of $235 million in tax payments related to the gains on the sales of our Precision Components and Thermal Product Solutions businesses and our interest in a joint venture. Those three divestitures yielded $679 million of gross proceeds.
We began 2014 with $692 million of cash on hand and $1.676 billion of total debt. We deployed that cash to pay down debt, increase our dividend by 50% and repurchase approximately 11% of our outstanding shares. We ended 2014 with $428 million of cash and equivalents and $1.370 billion of total debt.
2014 Bonus Performance
Our 2014 performance resulted in our exceeding all bonus compensation target metrics for the year. As a result, our corporate bonus approached the maximum potential payout for the first time since 2008.
2014 Total Shareholder Return Performance
From December 31, 2013 through September 8, 2014, our total shareholder return performance increased 6% and was generally in-line with the S&P 500 Index. However, from September 9, 2014 through December 31, 2014, our total shareholder return declined 18%, underperforming the S&P 500. For the full year our total shareholder return declined 12%.
While many factors influence the value of our stock price, we believe two notable factors contributed disproportionately to the decline in our stock price during the latter part of 2014:
This chart illustrates our total shareholder return performance on a daily basis throughout 2014 relative to the S&P 500 Index, the S&P Composite 1500 Industrials Index and the Dow Jones, UBS West Texas Intermediate Crude Oil Sub index.
This next chart compares our 2014 total shareholder return versus that of the companies included in our 2014 peer group, with the exception of Dresser Rand, which agreed to be acquired by Siemens in 2014. The average total shareholder return for our peer group declined 10% in 2014. Notably, companies with exposure to oil related markets generally performed at or below the peer group average.
Consistent with our strong commitment to linking pay to performance, all stock eligible for vesting based on 2014 stock performance failed to vest and was forfeited.
Executive Compensation Philosophy
We follow these guiding principles when designing and setting compensation for our NEOs:
Executive Compensation Practices
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We are requesting your non-binding vote on the following resolution:
"Resolved, that the compensation of the SPX Corporation's named executive officers as described in "Compensation Discussion and Analysis" beginning on p. 24, and in the Summary Compensation Table for 2014 and subsequent tables beginning on p. 40 of the proxy statement, is approved."
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FORTHE ADVISORY VOTE TO APPROVE THE COMPENSATIONOF OUR NAMED EXECUTIVE OFFICERS
PROPOSAL NO. 3AMENDMENT AND RESTATEMENT OF 2002 STOCK COMPENSATION PLAN
The 2002 Plan Generally
The Board of Directors originally adopted, and the stockholders approved, what we now refer to as the 2002 Stock Compensation Plan (the "2002 Plan"), effective as of December 15, 1992. The 2002 Plan was subsequently amended or amended and restated a number of times. Most recently, our Board of Directors and our stockholders approved the amendment of the 2002 Plan effective May 3, 2012.
We are asking our stockholders to approve the amendment and restatement of the 2002 Plan in order to compensate and retain our employees and to align interests of our employees with those of our stockholders. The Board of Directors recommends that you approve the 2002 Plan, as amended and restated. If the 2002 Plan is approved, awards may be granted under the 2002 Plan until May 8, 2025, 10 years from the date you approve the 2002 Plan.
The summary of the 2002 Plan, as proposed to be amended and restated, describes the material features of the 2002 Plan; however, it is not complete and, therefore, you should not rely solely on it for a detailed description of every aspect of the 2002 Plan. A copy of the proposed amended and restated 2002 Plan is included as Appendix A to this Proxy Statement.
Highlights of Proposed Amendments to the 2002 Plan
Determination of Number of Shares Available for the 2002 Plan
If the amended and restated 2002 Plan is approved, the maximum number of shares available for grant will be increased from 5,000,000 to 6,150,000 shares. In setting the number of shares of common stock available under the 2002 Plan, the Board of Directors and the Compensation Committee, in consultation with our independent compensation consultant Pearl Meyer, considered a number of factors. In particular, the Compensation Committee reviewed and discussed data regarding our historical equity granting practices, including our 3-year trailing average share usage rate (referred to as the "burn rate" and set out on p. 77), the total dilution with respect to the increase and how long shares would be available given certain assumed equity granting models. In
addition, the Committee took into consideration that we last requested additional shares from our stockholders at the 2001 annual meeting. Based on historical granting practices, the performance of our common stock and our overall compensation strategy, the 2002 Plan is expected to cover awards for approximately two years. There were 1,777,630 shares available for grant under the 2002 Plan as of March 1, 2015.
Responsible Share Use: Limits on the Number of Shares Available for the 2002 Plan
As provided under the 2002 Plan, the number of shares underlying awards made to any one participant in a fiscal year may not exceed 2,000,000 shares. Full value share awards such as restricted stock or restricted stock units will continue to count as 2.0 shares of common stock for purposes of determining the total number of shares subject to issuance under the 2002 Plan. Options and SARs will continue to count as 1.0 share of common stock for purposes of determining the total number of shares subject to issuance under the 2002 Plan. In addition, the 2002 Plan prohibits shares from being added back to the shares available for grant under the 2002 Plan for any of the following situations:
The number of shares that can be issued and the number of shares subject to outstanding awards under the 2002 Plan may be adjusted in the event of a stock split, stock dividend, corporate spin-off, reverse spin-off, split-off or split-up, recapitalization, merger, consolidation, exchange of shares or other similar event affecting the number of shares of our outstanding common stock. In that event, the Compensation Committee also may make appropriate adjustments to any awards outstanding under the 2002 Plan.
Plan Administration
The Compensation Committee administers the 2002 Plan. The Compensation Committee is made up entirely of independent directors. Subject to the specific provisions of the 2002 Plan, the Compensation Committee determines award eligibility, timing and the type, amount and terms of the awards. The Committee also interprets the 2002 Plan, establishes rules and regulations under the 2002 Plan and makes all other determinations necessary or advisable for the 2002 Plan's administration.
Eligibility
Employees, non-employee directors and individuals performing services for us are eligible to receive awards under the 2002 Plan, as determined by the Compensation Committee. In 2014, approximately 331,734 individuals received awards under the 2002 Plan.
Types of Awards under the 2002 Plan
Restricted Stock and Restricted Stock Units
Restricted stock refers to shares of SPX common stock that are subject to restrictions on ownership for a certain period of time. Restricted stock units ("RSUs") refer to units which represent the right to receive a share of SPX common stock in the future, which is subject to restrictions for a certain period of time, and payment for RSUs will be made in shares of SPX common stock (or in cash, or a combination of cash and stock). These restrictions for both restricted stock and RSUs may relate to continued employment and/or require that certain performance goals be met during a specified period. During that time, the holder may not sell or
otherwise transfer the awards. In the case of restricted stock, the holder may vote the shares, and may be entitled to any dividends or other distributions, provided that such dividends or distributions are subject to the same restrictions or vesting and transferability as the underlying shares of restricted stock. In the case of RSUs, the holder may not vote the shares underlying the RSUs or receive dividend equivalents unless specified by the award agreement. The restricted stock or shares underlying RSUs become freely transferable upon the lapse of the applicable period of restriction (and delivery of the shares in the case of RSUs). If a participant's employment terminates during the restriction period due to death, disability or retirement, the award agreement may provide that all restrictions lapse. If employment terminates for any other reason, the participant forfeits his or her restricted stock or RSUs. A participant may also forfeit the restricted stock or RSUs if any performance goals established by the Compensation Committee for the awards are not attained by the date specified in the award.
Performance Units
We may grant performance units in cash units or share units. Share units are equal in value to one share of SPX common stock. The Committee sets the terms and conditions of each award, including the performance goals that its holder must attain and the various percentages of performance unit value to be paid out upon full or partial attainment of those goals. The Compensation Committee also determines the payment that is due to the holder after the applicable performance period and whether the payment of the cash units and share units will be made in cash, in shares of SPX common stock, or in a combination of cash and stock.
Stock Options
Options granted under the 2002 Plan may be either "incentive stock options," as defined under the tax laws, or non-qualified stock options. The per share exercise price may not be less than the fair market value of SPX common stock on the date the option grant date. The Compensation Committee may specify any period of time following the date of grant during which options are exercisable, so long as the exercise period is not more than 10 years from the grant date. Incentive stock options are subject to additional limitations relating to such matters as employment status, minimum exercise price, length of exercise period, maximum value of the stock underlying the options and a required holding period for stock received upon exercise of the option.
Upon exercise, the option holder may pay the exercise price in several ways. He or she can pay: (1) in cash or its equivalent; (2) by tendering shares of previously owned SPX common stock with a fair market value equal to the exercise price; (3) by directing us to withhold shares of SPX common stock with a fair market value equal to the exercise price; (4) by delivering other approved property; or (5) by a combination of these methods.
If a participant's employment terminates due to death, all of his or her options under the 2002 Plan vest and become exercisable and will remain exercisable until their expiration date unless the Compensation Committee determines that a shorter period is appropriate. If a participant's employment terminates due to disability or retirement, the award agreement may provide that any outstanding options shall become immediately fully vested and exercisable within such period after such date of termination of employment as determined by the Compensation Committee. If employment terminates for any other reason, the Compensation Committee will determine the length of time that the participant may exercise options that are exercisable at termination, but that period may not go beyond the expiration dates of the options.
Stock Appreciation Rights
A SAR allows its holder to receive payment from us equal to the amount by which the fair market value of a share of SPX common stock exceeds the exercise price of the right on the exercise date. At the time of grant, we may establish a maximum amount per share payable upon
exercise of a right. If a participant's employment terminates, his or her outstanding rights become exercisable under the guidelines described above for stock options.
Under the 2002 Plan, the Compensation Committee may grant the SARs in conjunction with an award of non-qualified stock options or on a stand-alone basis. If the Compensation Committee grants a SAR with a non-qualified stock option award, then the holder can exercise the rights at any time during the life of the related option, but the exercise will proportionately reduce the number of his or her related non-qualified stock options. The holder can exercise stand-alone SARs during a period no longer than ten years, as determined by the Compensation Committee. Upon exercise of a SAR, we will pay the participant in cash (or in stock, or a combination of cash and stock).
Performance-Based Awards and Performance Goals
We may grant restricted stock, restricted stock units and performance units that satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"). The Compensation Committee determines the number of performance-based awards that will be granted and establishes the performance goals and other conditions for payment of such awards. For awards intended to satisfy the requirements of Code Section 162(m), the performance goals established by the Committee for any participant will be based on one or more of the following performance criteria:
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Performance goals may be determined on an absolute basis, relative to internal goals, relative to levels attained in prior years or related to other companies or indices, or as ratios expressing relationships between two or more performance goals. The Compensation Committee also determines the performance period over which the designated performance goals must be attained. For awards intended to satisfy the requirements of Code Section 162(m), the performance goals will
be established by the Compensation Committee no later than 90 days after the beginning of the performance period. Following the end of the performance period, the Compensation Committee certifies in writing the level of attainment of the performance goal or goals. The Compensation Committee may reduce, including a reduction to zero, but may not increase the amount of an available award. The Compensation Committee may provide in any performance-based award, at the time the performance goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a performance period.
Minimum Vesting Period
Awards that will be granted under the 2002 Plan will have a one-year minimum vesting requirement, except that 5% of the remaining shares authorized to be granted under the 2002 Plan after the amendment and restatement of the 2002 Plan will be available for grant without any minimum vesting requirement.
Transferability
The recipient of an award under the 2002 Plan generally may not pledge, assign, sell or otherwise transfer his or her stock options, SARs, restricted stock, RSUs or performance units other than by will or by the laws of descent and distribution. The Compensation Committee, however, adopted rules and procedures to allow participants in the 2002 Plan to transfer options to immediate family members or to certain trusts or partnerships.
Tax Consequences
The holder of an award granted under the 2002 Plan may be affected by certain federal income tax consequences. Special rules may apply to individuals who may be subject to Section 16(b) of the Securities Exchange Act of 1934. The following discussion of tax consequences is based on current federal tax laws and regulations and you should not consider it to be a complete description of the federal income tax consequences that apply to participants in the 2002 Plan. Accordingly, information relating to tax consequences is qualified by reference to current tax laws.
Restricted Stock. The holder of restricted stock does not recognize any taxable income on the stock while it is restricted. When the restrictions lapse, the holder's taxable income (treated as compensation) equals the fair market value of the shares. The holder may, however, avoid the delay in computing the amount of taxable gain by filing with the Internal Revenue Service, within 30 days after receiving the shares, an election to determine the amount of taxable income at the time of receipt of the restricted shares. We receive a corresponding deduction in the same amount that the holder recognizes as income.
Restricted Stock Units. There are no tax consequences associated with the grant of RSUs. Generally, a participant who receives RSUs will not have taxable income under federal income tax laws at the time the units or any dividend equivalents awarded thereon are credited to the participant. A participant will recognize ordinary income under federal income tax laws equal to (1) the amount of cash paid and/or (2) the fair market value of the shares or other property on the respective payment dates when such cash, shares, and/or other property are delivered or paid in accordance with the terms of the award. We receive a corresponding deduction in the same amount that the holder recognizes as income.
Performance Units. There are no tax consequences associated with the grant of performance units, but the holder recognizes ordinary income (treated as compensation) upon payment of the performance units. We receive a corresponding deduction in the same amount that the holder recognizes as income.
Stock Appreciation Rights. There are no tax consequences associated with the grant of SARs. Upon exercise, the holder of SARs recognizes ordinary income in the amount of the appreciation paid to him or her. This ordinary income is treated as compensation for tax purposes. We receive a corresponding deduction in the same amount that the holder recognizes as income.
Incentive Stock Options. There are no federal income tax consequences associated with the grant or exercise of an incentive stock option, so long as the holder of the option was our employee at all times during the period beginning on the grant date and ending on the date three months before the exercise date. The "spread" between the exercise price and the fair market value of SPX common stock on the exercise date, however, is an adjustment for purposes of the alternative minimum tax. A holder of incentive stock options defers income tax on the stock's appreciation until he or she sells the shares.
Upon the sale of the shares, the holder realizes a long-term capital gain (or loss) if he or she sells the shares at least two years after the grant date and has held them for at least one year. The capital gain (or loss) equals the difference between the sales price and the exercise price of the shares. If the holder disposes of the shares before the expiration of these periods, then he or she recognizes ordinary income at the time of sale (or other disqualifying disposition) equal to the lesser of (1) the gain he or she realized on the sale and (2) the difference between the exercise price and the fair market value of the shares on the exercise date. This ordinary income is treated as compensation for tax purposes. The holder will treat any additional gain as short-term or long-term capital gain, depending on whether he or she has held the shares for at least one year from the exercise date. If the holder does not satisfy the employment requirement described above, then he or she recognizes ordinary income (treated as compensation) at the time he or she exercises the option under the tax rules applicable to the exercise of a non-qualified stock option. We are entitled to a tax deduction to the extent that an option holder realizes ordinary income.
Non-Qualified Stock Options. There are no federal income tax consequences to us or to the recipient of a non-qualified stock option upon grant. Upon exercise, the option holder recognizes ordinary income equal to the spread between the exercise price and the fair market value of SPX stock on the exercise date. This ordinary income is treated as compensation for tax purposes. The basis in shares acquired by an option holder on exercise equals the fair market value of the shares at that time. The capital gain holding period begins on the exercise date. We receive a tax deduction upon the exercise of a non-qualified stock option in an amount equal to the spread.
Code Section 162(m). Code Section 162(m) places a limit of $1,000,000 per person on the amount the Company may deduct in any one year for compensation paid to its CEO and the next three highest compensated officers (other than the Chief Financial Officer); provided, however, that Code Section 162(m) generally allows a company to obtain tax deductions without limit for performance-based compensation. The Company intends that options and SARs, and, subject to stockholder approval of the performance goals applicable to performance-based awards, restricted stock and RSUs with performance-based vesting criteria and performance units granted under the 2002 Plan will qualify as performance-based compensation not subject to Code Section 162(m)'s $1 million deductibility cap. A number of requirements must be met in order for particular compensation to so qualify, however, so there can be no assurance that such compensation will be fully deductible in all circumstances. In addition, other awards under the 2002 Plan, such as restricted stock and RSUs with service-based vesting criteria, generally do not qualify for the performance-based compensation exception, so that compensation paid to executive officers in connection with such awards may not be deductible.
Excise Taxes. Under certain circumstances, the accelerated vesting of awards in connection with a change in control of SPX might be deemed an "excess parachute payment" for purposes of the golden parachute tax provisions of Code Section 280G. To the extent they are considered
excess parachute payments, a participant in the 2002 Plan may be subject to a 20% excise tax and we may be unable to receive a tax deduction.
The preceding general tax discussion is intended for the information of stockholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2002 Plan. Participants in the 2002 Plan are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 2002 Plan.
Plan Amendment and Termination; Prohibitions on Repricing
Generally, the Board of Directors may terminate, amend or modify the 2002 Plan at any time without stockholder approval. Without stockholder approval, however, the Board of Directors may not: (1) materially increase the number of shares of SPX stock subject to the 2002 Plan; (2) change the provisions of the 2002 Plan relating to the option price, including a reduction of the option price of any outstanding option, cancellation of an option in exchange for cash or any other awards under the 2002 Plan, exchange or replace an outstanding option with a new option with a lower option price, or take any other action that would be a "repricing" of options; or (3) make a material revision (within the meaning of rules of the New York Stock Exchange) to the terms of the 2002 Plan. In addition, if any action that the Board of Directors proposes to take will have a materially adverse effect on any awards outstanding under the 2002 Plan, then the affected participant must consent to the action.
Clawback Policy
The 2002 Plan provides that any awards shall be subject to any compensation recovery or clawback policy we adopt, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in our sole discretion. All prior awards made by us to any participant shall become subject to the terms and conditions of the provisions of the compensation recovery or clawback policy.
Impact of Change of Control
Upon the occurrence of a "Change of Control" (as defined under the 2002 Plan), each outstanding award that a participant holds shall be replaced with an "Alternative Award" (as defined under the 2002 Plan), unless an Alternative Award cannot be issued or otherwise determined by the Compensation Committee. To qualify as an Alternative Award, the Compensation Committee must determine that the existing awards are to be assumed, honored or new rights substituted by the successor entity and further must:
The 2002 Plan provides for "double-trigger" provisions. Awards are not automatically vested or paid out upon a Change of Control. If a participant is terminated without Cause within two years after the Change of Control, any conditions on the participant's rights under, or any restrictions on transfer, vesting or exercisability applicable to, each such award or Alternative Award held by such participant shall be lapse.
Equity Compensation Plan Information
As of March 1, 2015, SPX had:
New Plan Benefits
We cannot determine the number of shares that will be awarded under the 2002 Plan to the eligible participants because all awards are granted at the discretion of the Compensation Committee. The table below shows the number of awards granted to our named executive officers, the executive officers as a group, current directors who are not executive officers and all plan participants in 2014. The Compensation Committee did not grant any options in 2014.
Name | Dollar Value | Number of Units | |||||
|---|---|---|---|---|---|---|---|
Christopher J. Kearney | $ | 6,941,749 | 83,583 | ||||
Jeremy W. Smeltser | $ | 1,613,698 | 19,430 | ||||
Robert B. Foreman | $ | 2,140,906 | 25,778 | ||||
Kevin L. Lilly | $ | 1,613,698 | 19,430 | ||||
J. Michael Whitted | $ | 1,490,527 | 17,947 | ||||
All current executive officers as a group | $ | 17,876,626 | 213,254 | ||||
All current directors who are not executive officers | $ | 715,214 | 6,906 | ||||
All plan participants (other than current executive officers) | $ | 27,235,159 | 305,335 | ||||
Options Granted
The table below shows the number of options granted to our named executive officers, the executive officers as a group, current directors who are not executive officers, and all plan participants since the 2002 Plan's adoption.
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Burn Rate
AUDIT MATTERS
The following is provided in order to assist those who may wish to run a burn rate calculation.
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| | Year | | Options Granted | | Performance Shares Vested | | Time-Vested Restricted Stock and Restricted Stock Units Granted | | Total | | Weighted-Average Number of Common Shares Outstanding | | |||||||||||||||||
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| 2014 | 0 | 410,390 | 194,490 | 604,880 | 42,400,000 | |||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2013 | 0 | 663,255 | 258,667 | 921,922 | 45,384,000 | |||||||||||||||||||||||
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| 2012 | 0 | 242,755 | 192,635 | 435,390 | 50,031,000 | |||||||||||||||||||||||
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As described in "Compensation Discussion and Analysis," beginning on p. 24, almost all of our share grants are subject to performance criteria. The numbers in the above table relate to the total number of performance shares vested and non-performance shares granted in a year across our company and are not limited to grants made to named executive officers or directors.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FORTHE PROPOSAL TO AMEND AND RESTATE THE SPX 2002 STOCKCOMPENSATION PLAN
PROPOSAL NO. 4APPROVAL OF AMENDMENT OFCERTIFICATE OF INCORPORATION TO REDUCE PAR VALUE
On February 26, 2015, our Board of Directors unanimously approved the amendment of our Certificate of Incorporation to decrease the par value of our common stock from $10.00 to $0.01 (the "Par Value Amendment"), subject to stockholder approval. The Board has declared the proposed Par Value Amendment to be advisable and in the best interests of the Company and its stockholders and recommends that stockholders adopt and approve the Par Value Amendment.
The proposal is to amend Section 1 of Article Fourth as follows:
"Authorized Shares. The total number of authorized shares of stock of all classes which the Corporation shall have authority to issue is two hundred three million (203,000,000), of which three million (3,000,000) shall be shares of Preferred Stock, without par value, and two hundred million (200,000,000) shall be shares of Common Stock, par value $0.01 per share."
The reduction in par value is intended to bring the par value of our common stock in line with the nominal par value of the capital stock of most other public companies. Historically, the concept of par value served to protect creditors and senior security holders by ensuring that a company received at least the par value as consideration for issuance of stock. Over time, the concept of par value has lost its significance as lenders, creditors and other persons doing business with a corporation tend to rely on the total financial strength of the corporation as shown by its financial statements and earnings prospects and, especially in the case of financial institutions that lend money to a corporation, on contractual restrictions that establish financial requirements that the corporation must satisfy. Almost all companies that incorporate today use a nominal par value or have no par value.
The Par Value Amendment will not change the number of authorized shares of common stock or affect the total number of shares of common stock currently outstanding.
Under Delaware General Corporation Law, a corporation may pay dividends out of its "surplus", which is defined as the excess of a corporation's net assets over the capital of the corporation. Following the effectiveness of the proposed Par Value Amendment, our "capital" under the Delaware General Corporation Law will be adjusted to reflect the par value reduction. This will increase our "surplus" available for the payment of dividends, including our planned spin-off transaction and other corporate purposes. The spin-off transaction is not conditioned on the adoption of this Proposal No. 4.AUDIT ANDNON-AUDIT FEE TABLE
Certificates representing shares of our common stock issued and outstanding prior to the effective date of filing of the Par Value Amendment will be deemed to represent the same number of shares of our common stock as they did prior to such effective date. Existing certificates will not be exchanged for new certificates in connection with the Par Value Amendment.
If approved by our stockholders at the Annual Meeting, the Par Value Amendment will become effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware. Although our Board of Directors intends to file the Certificate of Amendment as soon as practicable after the Annual Meeting, if, in the judgment of the Company's Board of Directors, any circumstances exist that would make consummation of the proposed Par Value Amendment inadvisable, then, in accordance with Delaware law and notwithstanding approval of the proposed Par Value Amendment, the Company's Board of Directors may abandon the proposed Par Value Amendment, either before or after approval and authorization by the Company's stockholders, at any time prior to the effectiveness of the filing of the Certificate of Amendment.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FORTHE PROPOSAL TO AMEND OUR CERTIFICATE OF INCORPORATION
PROPOSAL NO. 5RATIFICATION OF THE APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche LLP ("Deloitte & Touche") has been our independent public accountants since 2002. The Audit Committee has engaged Deloitte & Touche to perform reviews, in accordance with the Standards of the Public Company Accounting Oversight Board of our financial statements to be filed on Form 10-Q in 2015. Consistent with past practice, on February 25, 2015, the Audit Committee approved the engagement of Deloitte & Touche to perform the audit of the financial statements and internal control over financial reporting included in SPX's Annual Report on Form 10-K for the fiscal year ending December 31, 2015. Representatives of Deloitte & Touche will be present at the Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.
During fiscal years 20132016 and 2014,2017, we retained our principal auditor, Deloitte, & Touche, to perform services in the following categories and amounts:
| | 2013 | 2014 | |||||
|---|---|---|---|---|---|---|---|
Audit Fees (1) | $ | 9,823,200 | $ | 10,103,000 | |||
Audit-Related Fees (2) | $ | 240,000 | $ | 237,000 | |||
Tax Fees (3) | $ | 1,847,000 | $ | 1,542,000 | |||
All Other Fees | N/A | N/A | |||||
2016
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2017
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Audit Fees(1)
| $
| 4,733,000
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| $
| 4,087,000
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Audit-Related Fees(2)
| $
| 29,000
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| $
| 65,000
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Tax Fees(3)
| $
| 404,000
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| $
| 221,000
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All Other Fees
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| (1) | Fees for audit services billed or expected to be billed relate to (a) audit of our annual financial statements and effectiveness of internal controls over financial reporting; (b) reviews of our quarterly financial statements; (c) statutory and regulatory audits; and (d) comfort letters, consents, and other services related to SEC matters. |
| (2) | Fees for audit-related services include due diligence services in connection with acquisitions, other technical accounting assistance, and attest or audit services that are not required. |
| (3) | Fees for tax services relate to tax compliance and preparation, including the preparation of original and amended tax returns, claims for refunds, and tax payment planning. |
PRE-APPROVAL BY AUDIT COMMITTEE
Our Audit Committee has adopted a policy that requires all audit andnon-audit services performed by Deloitte & Toucheto bepre-approved. The Audit Committee annually approves the fees and expenses for audit services performed by Deloitte, & Touche, as well as for any regularly recurringnon-audit services of the type covered by our annual engagement of Deloitte & Touche.Deloitte. In addition, ourpre-approval policy requirespre-approval by the chairmanChair of the Audit Committee of fees and expenses for othernon-audit services that may arise during the year. The policy requires the chairmanChair to report anynon-audit services that he haspre-approved to the Audit Committee at each regularly scheduled meeting of the Audit Committee. In no event may Deloitte & Touche perform any of the following services for us: (1) bookkeeping or other services related to our accounting records or financial statements; (2) financial information systems design and implementation; (3) appraisal or valuation services, fairness opinions, orcontribution-in-kind reports; (4) actuarial services; (5) internal audit outsourcing services; (6) management functions or human resources services; (7) broker-dealer, investment advisor, or investment banking services; (8) legal services; or (9) expert services. The Audit Committee regularly considers whether specific projects or expenditures could potentially affect Deloitte & Touche'sDeloitte’s independence.
| 44 | 2018 PROXY STATEMENT |
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TableDeloitte has been our independent registered public accounting firm since 2002. The Audit Committee has engaged Deloitte to perform reviews, in accordance with the Standards of Contentsthe Public Company Accounting Oversight Board, of our financial statements to be filed on Form10-Q in 2018. Consistent with past practice, on February 12, 2018, the Audit Committee approved the engagement of Deloitte to perform the audit of the financial statements and internal controls over financial reporting included in SPX’s Annual Report on Form10-K for the fiscal year ending December 31, 2018. Representatives of Deloitte will be present at the Annual Meeting and will have the opportunity to make a statement if they so desire and to respond to appropriate questions.
Although we are not required to do so, we believe that it is appropriate for us to request stockholder ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants.accounting firm. If stockholders do not ratify the appointment, the Audit Committee will investigate the reasons for the stockholders'stockholders’ rejection and reconsider the appointment.
| YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018. |
| 2018 PROXY STATEMENT | 45 |
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR RATIFICATION OFTHE APPOINTMENT OF DELOITTE & TOUCHE LLPAS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS FOR 2015
ANNUAL REPORT ON FORM 10-K
QUESTIONS AND ANSWERS
A copyWhy am I receiving these materials?
We are mailing or making these materials available to you because we are soliciting your proxy to vote your shares in connection with our Annual Meeting, scheduled to take place on May 15, 2018, or at any adjournments or postponements of this meeting. We are first mailing or making available to stockholders this Proxy Statement, our Annual Report on Form 10-Kto Stockholders for the year ended December 31, 2014, without exhibits,2017, and related materials on or about April 3, 2018.
Why did I receive aone-page notice of internet availability of proxy materials rather than a full set of proxy materials?
SEC rules allow companies to provide stockholders access to Proxy Materials over the internet rather than mailing the materials to stockholders. Accordingly, to conserve natural resources and reduce costs, we are sending many of our stockholders a Notice of Internet Availability of Proxy Materials. The Notice provides instructions for accessing the Proxy Materials on the website referred to in the Notice or for requesting printed copies of the Proxy Materials. The Notice also provides instructions for requesting the delivery of the Proxy Materials for future Annual Meetings in printed form.
Are the proxy materials available electronically?
Our Proxy Statement and our 2017 Annual Report to Stockholders are available on our website (www.spx.com) under the heading “Investor Relations—Financial Information—Proxy and 10K.” Additionally, and in accordance with SEC rules, you may access our Proxy Statement at www.envisionreports.com/SPXC (for stockholders of record) or www.edocumentview.com/SPXC (for all other stockholders), which do not have “cookies” that identify visitors to the sites.
What is enclosed withthe purpose of this Proxy Statement. meeting?
This is the Annual Meeting of the Company’s stockholders. At the meeting, we will be voting on:
How does the Board recommend that I vote?
| Proposal 1: | FOR the election of each of Mr. Puckett and Ms. Utley. | |
| Proposal 2: | FOR the approval of our named executive officers’ compensation. | |
| Proposal 3: | FOR the ratification of our Audit Committee’s appointment of our independent registered public accounting firm for 2018. | |
How can I attend the Annual Meeting?
You may obtainattend the Annual Meeting if you were an SPX stockholder of record as of the close of business on March 20, 2018, or you hold a valid proxy for the Annual Meeting. You should be prepared to present photo identification for admittance. If you are a stockholder of record or hold your shares through the SPX 401(k) Plan, then your name will be verified against the list of stockholders of record or plan participants on the record date prior to your being admitted to the Annual Meeting. If you are not a stockholder of record, but hold shares through a broker, bank, trustee, or other holder of record, you should provide proof of beneficial ownership on the record date, such as a recent account statement showing your ownership; a copy of the exhibits described invoting instruction card provided by your broker, bank, trustee, or other holder of record; or other similar evidence of ownership.
| 46 | 2018 PROXY STATEMENT |
QUESTIONS AND ANSWERS
What is a proxy?
Our Board of Directors is asking for your proxy, which is a legal designation of another person to vote the Form 10-K for a fee upon request. Please contact Jennifer Epstein, Director, Corporate Communications and Public Relations, SPX Corporation, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277.
SPX CORPORATION2002 STOCK COMPENSATION PLAN(As Amended and Restated Effective May 8, 2015)
SECTION 1. ESTABLISHMENT, PURPOSES AND EFFECTIVE DATE OF PLAN
1.1. Establishment. SPX Corporation, a Delaware corporation, previously established the SPX Corporation 1992 Stock Compensation Plan (the "Plan") to provide for the award of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Performance Units ("Awards") to eligible individuals. Since its establishment, the Plan has been amended from time to time, and was subsequently renamed the "2002 Stock Compensation Plan."
1.2. Purpose. The purpose of the Plan is to advance the interestsshares you own. We have designated two officers of the Company, Eugene J. Lowe, III, and its Subsidiaries and divisions by (a) encouraging and providing forScott W. Sproule, to vote your shares at the acquisition of equity interestsmeeting in the Company by Participants, thereby increasingway you instruct and, with regard to any other business that may properly come before the stake in the future growth and prosperity of the Company, and furthering the Participants' identity of interest with those of the Company's shareholders, and (b) enabling the Companymeeting, as they think best.
Who is entitled to compete with other organizations in attracting, retaining, promoting and rewarding the services of Participants.vote?
1.3. Effective Date. The following provisions constitute an amendment and restatement of the Plan, effective as of May 8, 2015, the "Effective Date" of the Plan as set forth herein. The amendment and restatement of the Plan provided herein is subject to shareholder approvalStockholders at the 2015 annual meetingclose of shareholders.
SECTION 2. DEFINITIONS
2.1. Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Cause" means, except as otherwise defined in any applicable Award Agreement, (i) a Participant's willful and continued failurebusiness on March 20, 2018 (the record date), are entitled to substantially perform his duties with the Company (other than any such failure resulting from Disability), after a demand for substantial performance is delivered to such Participantvote. On that specifically identifies the manner in which the Company believes that the Participant has not substantially performed his duties, and after such Participant has failed to resume substantial performance of his duties on a continuous basis within fourteen (14) calendar days after receiving such demand, (ii) a Participant willfully engaging in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, or (iii) the Participant having been convicted of (or pleaded nolo contendere to) a felony that impairs his ability to substantially perform his duties with the Company. For the purposes of this Subsection 2.1(b), "Cause" shall include those situations if, within 12 months after a Participant's employment or association with the Company has ended, facts and circumstances are discovered that would have justified a termination for Cause.
(c) "Change of Control" means, except as otherwise defined in any applicable Award Agreement, the first occurrence of any of the following events after the Effective Date :
(i) Any "Person" (as defined below), excluding for this purpose the Company or any Subsidiary, any employee benefit plan of the Company or of any Subsidiary, and any entity organized, appointed or established for or pursuant to the terms of any such plan that acquires beneficial ownership of Common Stock, is or becomes the "Beneficial Owner" (as defined below) of twenty-five percent (25%) or more of the Common Stock then outstanding; provided, however, that no Change of Control shall be deemed to have occurred as the result of an acquisition of Common Stock by the Company which, by
reducing the number of shares outstanding, increases the proportionate beneficial ownership interest of any Person to twenty-five percent (25%) or more of the Common Stock then outstanding, but any subsequent increase in the beneficial ownership interest of such a Person in Common Stock shall be deemed a Change of Control; and provided further that if the Board determines in good faith that a Person who has become the Beneficial Owner of Common Stock representing twenty-five percent (25%) or more of the Common Stock of the Company then outstanding has inadvertently reached that level of ownership interest, and if such Person divests as promptly as practicable a sufficient number ofdate there were 42,954,374 shares of SPX common stock outstanding.
How many votes do I have?
Each share of SPX common stock that you own entitles you to one vote.
How do I vote if I do not attend the Company so that the Person no longer hasAnnual Meeting?
If your shares are held through a beneficial ownership interest in twenty-five percent (25%) or more of the Common Stock then outstanding, then no Change of Control shall be deemed to have occurred. For purposes of this Subsection 2(c), the following terms shall have the meanings set forth below:
(A) "Person" shall mean any individual, firm, limited liability company, corporationbroker, bank, trustee, or other holder of record, then you may vote your shares before the meeting over the internet by following the instructions on the Notice of Internet Availability of Proxy Materials or proxy card you received or, if you received a voting instruction form from your brokerage firm, bank, trustee, or other similar entity by mail, then by completing, signing, and shall include any successor (by mergerreturning the form you received. You should check your voting instruction form to see if telephone or otherwise)internet voting is available to you.
If your shares are held in your name, then you may vote your shares before the meeting over the internet by following the instructions on the Notice of any such entity.Internet Availability of Proxy Materials or proxy card you received for that account.
(B) �� "Affiliate"If you received more than one Notice of Internet Availability of Proxy Materials or proxy card, then this means you hold shares of our common stock in more than one account. You should complete, sign, date, and "Associate" shall havereturn each proxy card or vote all shares over the respective meanings ascribed to such terms in Rule 12b-2internet or by telephone for each of your accounts. If you vote over the Securities Exchange Act of 1934, as amended andinternet or by telephone, then you should not mail back the regulations and guidance promulgated thereunder (the "Exchange Act").
(C) A Person shall be deemed the "Beneficial Owner" of and shall be deemed to "beneficially own" any securities:
(I) which such Person or any of such Person's Affiliates or Associates beneficially owns, directly or indirectly (determined as provided in Rule 13d-3 under the Exchange Act);related proxy card.
(II) which such PersonCan I vote at the Annual Meeting?
Yes. If you were a stockholder on the record date, then you can vote your shares of common stock in person at the Annual Meeting. If your shares are held through a broker, bank, trustee, or anyother holder of such Person's Affiliates or Associates has (1)record, then you may vote your shares in person only if you have a legal proxy from the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to abona fide public offering of securities), or upon the exercise of conversion rights, exchange rights, rights, warrants or options, or otherwise; provided, however,entity that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person's Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or (2)holds your shares giving you the right to vote pursuant to any agreement, arrangementthe shares. A legal proxy is a written document from your brokerage firm, bank, trustee, or understanding; provided, however, that a Person shall not be deemed the Beneficial Ownerother holder of or to beneficially own, any security if the agreement, arrangement or understandingrecord authorizing you to vote such security (a) arises solely fromthe shares it holds for you in its name. If you attend the meeting and vote your shares by ballot, then your vote at the meeting will revoke any vote you submitted previously.
Even if you currently plan to attend the meeting, we recommend that you also vote by proxy as described above so that your vote will be counted if you later decide not to attend the meeting.
May I revoke my proxy?
You may revoke your proxy in one of four ways at any time before it is exercised:
What constitutes a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations promulgated under the Exchange Act and (b) is not also then reportable on Schedule 13D under the Exchange Act (or any comparable or successor report); orquorum?
(III) which are beneficially owned, directlyThe presence, in person or indirectly, by any other Person with which such Person or any of such Person's Affiliates or Associates has any agreement, arrangement or understanding (other than customary agreements with and between underwriters and selling group members with respect to abona fide public offering of securities) for the purpose of acquiring, holding, voting (except
to the extent contemplated by the proviso to Subsection 2(c)(i)(C)(II)(2) above) or disposing of any securitiesproxy, of the Company.
Notwithstanding anything in this definitionholders of "Beneficial Ownership" to the contrary, the phrase "then outstanding," when used with reference to a Person's beneficial ownershipone-third of securities of the Company, shall mean the number of such securities then issued and outstanding together with the number of such securities not then actually issued and outstanding which such Person would be deemed to own beneficially hereunder.
(ii) During any period of two (2) consecutive years after the Effective Date, individuals who at the beginning of such two (2)-year period constitute the Board and any new director or directors (except for any director designated by a person who has entered into an agreement with the Company to effect a transaction described in Subsection 2(c)(i), above, or Subsection 2(c)(iii), below) whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board; or
(iii) The consummation of: (A) a plan of complete liquidation of the Company, (B) an agreement for the sale or disposition of the Company or all or substantially all of the Company's assets, (C) a plan of merger or consolidation of the Company with any other corporation, or (D) a similar transaction or series of transactions involving the Company (any transaction described in parts (A) through (D) of this Subsection 2(c)(iii) being referred to as a "Business Combination"), in each case unless after such a Business Combination the shareholders of the Company immediately prior to the Business Combination continue to own at least seventy-five percent (75%) of the voting securities of the new (or continued) entity immediately after such Business Combination, in substantially the same proportion as their ownership of the Company immediately prior to such Business Combination.
Notwithstanding any provision in this Agreement to the contrary, a "Change of Control" shall not include any transaction described in Subsection 2(c)(i) or (c)(iii), above, where, in connection with such transaction, a Participant and/or any party acting in concert with the Participant substantially increase the Participant's, his or its, as the case may be, ownership interest in the Company or a successor to the Company (other than through conversion of prior ownership interests in the Company and/or through equity awards received entirely as compensation for past or future personal Services).
For the avoidance of doubt, the Spinoff (as defined hereafter), if it occurs, will not constitute a Change of Control for the purposes of this Plan. For purposes of this Plan, the "Spinoff" means the Company's proposed tax-free spin-off of its "Flow" business into a new standalone, publicly-traded company, as announced on October 29, 2014.
(d) "Code" means the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder.
(e) "Committee" means the Compensation Committee of the Board, or, if applicable, the delegate of the Compensation Committee of the Board as permitted or required herein.
(f) "Common Stock" means the common stock, par value $10.00 (or any amended par value), of the Company or such other class of shares or other securities as may be applicable pursuant to the provisions of Subsection 5.3.
(g) "Company" means SPX Corporation, a Delaware corporation, and any successor thereto.
(h) "Covered Employee" shall mean a Participant who the Committee determines is or may be one of the group of "covered employees" as defined in the regulations promulgated under Code Section 162(m), or any successor statute.
(i) "Disability" means, except as otherwise defined in any applicable Award Agreement, in the written opinion of a qualified physician selected by the Company, the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, (i) unable to engage in any substantial gainful activity, or (ii) receiving income replacement benefits for a period of not less than three months under the Company's disability plan.
(j) "Fair Market Value" means, except as otherwise defined in any applicable Award Agreement, as of any date, the closing price of one share of Common Stock on the New York Stock Exchange (or on such other recognized market or quotation system on which the trading prices of Common Stock are traded or quoted at the relevant time) on the date as of which such Fair Market Value is determined. If there are no Common Stock transactions reported on the New York Stock Exchange (or on such other exchange or system as described above) on such date, Fair Market Value shall mean the closing price for a share of Common Stock on the immediately preceding day on which Common Stock transactions were so reported.
(k) "Key Employee" means an employee of the Company or of a Subsidiary, including an officer or director, who, in the opinion of the Committee, can contribute significantly to the growth and profitability of the Company or a Subsidiary. Key Employees also may include those employees identified by the Committee to be in situations of extraordinary performance, promotion, retention or recruitment. The awarding of a grant under this Plan to an employee by the Committee shall be deemed a determination by the Committee that such employee is a Key Employee.
(l) "Mature Common Stock" means Common Stock that has been (i) acquired by the holder thereof on the open market or that has been acquired pursuant to this Plan or another employee benefit arrangement of the Company and (ii) held for at least six months.
(m) "Non-Employee Director" means any person who is a member of the Board and who is not, as of the date of an Award, an employee of the Company or any of its Subsidiaries.
(n) "Options" means the right granted to a Participant to purchase Common Stock at a stated price for a specified period of time. For purposes of the Plan, an Option may be either (i) an "incentive stock option" within the meaning of Code Section 422, or (ii) a "nonqualified stock option" which is intended not to fall under the provisions of Code Section 422.
(o) "Option Price" means the price at which each share of Common Stock subject to an Option may be purchased, determined in accordance with Subsection 7.3.
(p) "Participant" means each Non-Employee Director, any Key Employee or any individual consultant or independent contractor, providing services to the Company or any Subsidiary designated by the Committee to participate in this Plan pursuant to Section 3.
(q) "Performance-Based Exception" shall mean the performance-based exception from the deductibility limitations as set forth in Code Section 162(m).
(r) "Performance Unit" means an award granted to a Participant pursuant to Section 10.
(s) "Period of Restriction" means the period during which the transfer of shares of Restricted Stock or Restricted Stock Units are restricted pursuant to Section 9.
(t) "Restricted Stock" means the Common Stock granted to a Participant pursuant to Section 9.
(u) "Restricted Stock Unit" or "RSU" means a notional account established pursuant to an Award granted to a Participant, as described in Section 9, that is (i) valued solely by reference to shares of Common Stock, and (ii) subject to restrictions specified in the Award Agreement. The restrictions on, and risk of forfeiture of, RSUs generally will expire on a specified date, upon the occurrence of an event or achievement of performance goals, or on an accelerated basis under certain circumstances specified in the Plan or the Award Agreement.
(v) "Retirement" means, except as otherwise defined in any applicable Award Agreement, at the time of the Participant's termination of Service, the Participant is age 55 or older, has completed five years of Service with the Company or a Subsidiary (provided that the Subsidiary has been directly or indirectly owned by the Company for at least three years) and voluntarily elects to retire by providing appropriate notice to the Company.
(w) "Service" means the provision of personal services to the Company or its Subsidiaries in the capacity of (i) an employee, (ii) a Non-Employee Director, or (iii) a consultant or independent contractor. A Participant's Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders Service to the Company or its Subsidiaries, a transfer of the Participant among the Company and its Subsidiaries, or a change in the Company or Subsidiary for which the Participant renders such Service, provided in each case that there is no interruption or termination of the Participant's Service. A Participant's Service shall be deemed to have terminated either upon an actual termination of Service or upon the time that the entity for which the Participant performs Service ceases to be a Subsidiary or otherwise part of the Company. Subject to the foregoing and the requirements of Code Section 409A, the Company, in its discretion, shall determine whether the Participant's Service has terminated and the effective date of and reason for such termination.
(x) "Stock Appreciation Right" means the right to receive a cash payment or the Fair Market Value in shares of Common Stock (or any combination thereof) from the Company equal to the excess of the Fair Market Value of a share of Common Stock at the date of exercise of the Right over a specified price fixed by the Committee at grant (exercise price), which shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant. In the case of a Stock Appreciation Right which is granted in conjunction with an Option, the specified price shall be the Option Price.
(y) "Subsidiary" means any corporation in which the Company owns, directly or indirectly, stock representing 50% or more of the combined voting power of all classes of stock entitled to vote, and any other business organization, regardless of form, in which the Company possesses, directly or indirectly, 50% or more of the total combined equity interests in such organization.
2.2. Gender and Number. Except when otherwise indicated by the context, words in the masculine gender when used in the Plan shall include the feminine gender, the singular shall include the plural, and the plural shall include the singular.
SECTION 3. ELIGIBILITY AND PARTICIPATION
Participants in the Plan to whom Awards shall be granted shall be selected by the Committee from among the Key Employees or any individual consultant or independent contractor providing Services to the Company or any Subsidiary. Non-Employee Directors may also be Participants in the Plan; provided that, Awards made to Non-Employee Directors under Sections 7, 8, 9, or 10 of
the Plan shall be in the amounts and subject to the terms and conditions approved by the Board or the Board's Nominating and Governance Committee.
SECTION 4. ADMINISTRATION
4.1. Administration. The Plan shall be administered by the Compensation Committee of the Board. The administration of the Plan shall include the ability to administer any written agreement, contract, or other instrument or document evidencing any Award granted by the Committee pursuant to the Plan ("Award Agreement"). For purposes of any Award by the Committee that is intended to be exempt from the restrictions of Section 16(b) of the Exchange Act, the Committee shall consist only of directors who qualify as "non-employee directors," as defined in Rule 16b-3 under the Exchange Act. For purposes of any Award granted under the Plan by the Committee that is intended to qualify for the Performance-Based Exception, the Committee shall consist only of directors who qualify as "outside directors," as defined in Code Section 162(m) and the related regulations.
4.2. Authority. The Committee shall have the authority, subject to the terms of the Plan, to determine the Participants to whom Awards shall be granted, the type or types of Awards to be granted and the terms and conditions of any and all Awards including, but not limited to, the number of shares of Common Stock subject to an Award, the time or times at which Awards shall be granted, and the terms and conditions of applicable Award Agreements. The Committee may establish different terms and conditions for different types of Awards, for different Participants receiving the same type of Award, and for the same Participant for each type of Award such Participant may receive, whether or not granted at the same or different times. The Committee may establish such rules and regulations, not inconsistent with the provisions of the Plan, as it deems necessary to determine eligibility to participate in the Plan and for the proper administration of the Plan, and may amend or revoke any rule or regulation so established. The Committee may make such determinations and interpretations under or in connection with the Plan as it deems necessary or advisable. The Committee's determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants who receive, or are eligible to receive, Awards under the Plan, whether or not such Participants are similarly situated. All such rules, regulations, determinations and interpretations shall be binding and conclusive upon the Company, its Subsidiaries and divisions, its stockholders and all employees, and upon their respective legal representatives, beneficiaries, successors and assigns, and upon all other persons claiming under or through any of them. The terms of any plan or guideline adopted by the Committee and applicable to an Award shall be deemed incorporated in and part of the related Award Agreement. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements, and the use of electronic, internet or other non-paper means for the Participant's acceptance of, or actions under, an Award Agreement unless otherwise expressly specified herein. The Committee may appoint accountants, actuaries, counsel, advisors and other persons that it deems necessary or desirable in connection with the administration of the Plan. In the event of any inconsistency or conflict between the terms of the Plan and an Award Agreement, the terms of the Plan shall govern.
4.3. Delegation. The Committee shall have the right, from time to time, to delegate to one or more officers of the Company the authority of the Committee to grant and determine the terms and conditions of Awards granted under the Plan, subject to the requirements of Section 157(c) of the Delaware General Corporation Law (or any successor provision) and such other limitations as the Committee shall determine. In no event shall any such delegation of authority be permitted with respect to Awards to be granted to any member of the Board or to any Key Employee who is subject to the reporting requirements of Section 16(a) of the Exchange Act or who is a "Covered Employee" under Code Section 162(m). The Committee shall also be permitted to delegate, to any
appropriate officer or employee of the Company, responsibility for performing certain ministerial functions under the Plan. In the event that the Committee's authority is delegated to officers or employees in accordance with the foregoing, all provisions of the Plan relating to the Committee shall be interpreted in a manner consistent with the foregoing by treating any such reference as a reference to such officer or employee for such purpose. Any action undertaken in accordance with the Committee's delegation of authority hereunder shall have the same force and effect as if such action was undertaken directly by the Committee and shall be deemed for all purposes of the Plan to have been taken by the Committee.
SECTION 5. STOCK SUBJECT TO PLAN
5.1. Number. The total number of shares of Common Stock available for issuance under the Plan shall not exceed 5,000,000 shares; provided, however, that if the Company's shareholders approve the amendment and restatement of the Plan at the 2015 annual meeting of shareholders, the total number of shares of Common Stock available for issuance underSPX stock issued and outstanding and entitled to vote at the Plan on or after Effective Date shall not exceed 6,150,000 shares; provided, further that total number of shares of Common Stock available for issuance under the Plan shallAnnual Meeting constitutes a quorum. You will be subject to adjustment upon occurrence of anyconsidered part of the events indicated in Subsection 5.3,quorum if you return a signed and shall be reduceddated proxy card, if you vote by one (1) sharetelephone or internet, or if you attend the Annual Meeting.
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QUESTIONS AND ANSWERS
Abstentions are counted as “shares present” at the Annual Meeting for purposes of Common Stockdetermining whether a quorum exists. Proxies submitted by brokers, banks, trustees, or other holders of record holding shares for every one (1) shareyou as a beneficial owner that is subject to an Optiondo not indicate a vote for some of or Stock Appreciation Right granted under the Plan, and two (2) shares of Common Stock for every one (1) share that was subject to an award other than an Option or Stock Appreciation Right. The shares of Common Stock to be delivered under the Plan may consist, in whole or in part, of authorized but unissued shares of Common Stock or Common Stock held in or acquired for the treasuryall of the Companyproposals because that holder does not have voting authority and has not reservedreceived voting instructions from you(so-called “brokernon-votes”) are also considered “shares present” for any other purpose. The maximum aggregate numberpurposes of determining whether a quorum exists. If you are a beneficial owner, then these holders are permitted to vote your shares of Common Stock (including Options, Restricted Stock, RSUs, Stock Appreciation Rights and Performance Units to be paid out in shares of Common Stock) that may be granted or that may vest with respect to awards granted in any one fiscal year to a Participant shall be 2,000,000, subject to adjustment uponon the occurrence of anyratification of the events indicated in Subsection 5.3; provided, however, in the caseappointment of awards granted in the form of Performance Units, the Committee may instead provide for a cash payment, in which case the maximum aggregate cash payment for any fiscal year shallour independent public accountants, even if they do not exceed the fair market value (determined as of the date of vesting or payout, as applicable) of 2,000,000 of shares of Common Stock, subjectreceive voting instructions from you.
What vote is required to adjustment under Subsection 5.3.
5.2. Unused Stock. In the event that any shares of Common Stock that are subject to an Option which, for any reason, expires, terminates or is canceled as to such shares, or any shares of Common Stock subject to a Restricted Stock or RSU award made under the Plan are reacquired by the Company pursuant to the Plan, or any Stock Appreciation Right expires unexercised, such shares and rights again shall become available for grant under the Plan. The shares of Common Stock that become available for new Awards under this Subsection 5.2 shall include shares of Common Stock with respect to Awards that were issued prior to the Effective Date, to the extent that such Awards expire, terminate, are cancelled or are otherwise settled without the issuance of shares of Common Stock on or after the Effective Date. Any shares of Common Stock that again become available for grant pursuant to this Subsection 5.2 shall be added back as one (1) share of Common Stock if such shares were subject to Options or Stock Appreciation Rights granted under the Plan, and two (2) shares of Common Stock if such shares were subject to awards other than Options or Stock Appreciation Rights granted under the Plan.approve each proposal?
For purposes
Proposal | Vote Required | Broker Discretionary | |||||
Election of Directors | Majority of Votes Cast | No | |||||
Approval of Named Executive Officers’ Compensation,on a Non-binding Advisory Basis | Majority of Votes Cast | No | |||||
Ratification of Appointment of Independent Registered Public Accounting Firm | Majority of Shares Present or Represented by Proxy and Entitled to Vote | Yes | |||||
Other Proposals | Majority of Shares Present or Represented by Proxy and Entitled to Vote | No | |||||
A majority of determiningvotes cast means that the number of shares of Common Stock subject to grant under this Subsection or Subsection 5.1 above, with respect to Options and Stock Appreciation Rights, the following shares of Common Stock shall not be added back to the Plan as shares available for grant under the Plan: (a) shares of Common Stock purchased on the open market with the proceeds of Option exercises, (b) shares of Common Stock tendered to pay the exercise price of
Options or withheld for taxes, or (c) shares subject to Stock Appreciation Rights that are not issued on the stock settlement of the Stock Appreciation Rights.
5.3. Adjustment in Capitalization. In the event of any change in the Common Stock of the Company through stock dividends or stock splits, a corporate spin-off, reverse spin-off, split-off or split-up, or recapitalization, merger, consolidation, exchange of shares, or a similar event, the aggregate number of shares of Common Stock subject to each outstanding Option and any other Award granted under the Plan shall be appropriately adjusted by the Committee. Such mandatory adjustment may include a change in any or all of (a) the number and kind of shares of Common Stock which thereafter may be awarded or optioned and sold under the Plan (including, but not limited to, adjusting any limits on the number and types of Awards that may be made under the Plan), (b) the number and kind of shares of Common Stock subject to outstanding Awards, and (c) the Option Price, grant, exercise or conversion price with respect to any Award. In addition, the Committee may make provisionsvoted for a cash payment to a Participant who has an outstanding Award. The number of shares of Common Stock subject to any Award shall be rounded to the nearest whole number. Any such adjustment shall be consistent with Code Sections 424, 409A and 162(m) to the extent the Awards subject to adjustment are subject to such Code Sections.
5.4. Awards Subject to Minimum Vesting Period. Except as otherwise provided under the Plandirector or any applicable Award Agreement, any Award granted under this Plan after the Effective Date shall not vest sooner than one year after the date of grant, provided that up to 5% of the shares available for issuance under the Plan under this Section 5 as of the Effective Date may be granted under Awards without any minimum vesting requirements.
SECTION 6. DURATION OF PLAN
The Plan shall remain in effect, subject to the Board's right to earlier terminate the Plan pursuant to Section 15 hereof, until all Common Stock subject to it shall have been purchased or granted pursuant to the provisions hereof. However, no Award may be granted under the Plan on or after May 8, 2025, which is the tenth anniversary of the Plan's current Effective Date. Upon termination of the Plan, no Awards may be granted but Awards previously granted shall remain outstanding in accordance with the terms of the Plan and the applicable Award Agreement.
SECTION 7. STOCK OPTIONS
7.1. Grant of Options. Subject to the provisions of Sections 5 and 6, Options may be granted to Participants at any time and from time to time as shall be determined by the Committee. Subject to Subsection 5.1 and this Subsection 7.1, the Committee shall have complete discretion in determining the number of Options granted to each Participant. The Committee also shall determine whether an Option is an incentive stock option within the meaning of Code Section 422, or a nonqualified stock option. However, in no event shall the Fair Market Value (determined at the date of grant) of Common Stock for which incentive stock options become exercisable for the first time in any calendar yearproposal must exceed $100,000, computed in accordance with Code Section 422(b)(7). In addition, no incentive stock option shall be granted to (a) a Non-Employee Director, or (b) any person who owns, directly or indirectly, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company. Nothing in this Section 7 shall be deemed to prevent the grant of nonqualified stock options in excess of the maximum established by Code Section 422.
7.2. Option Agreement. Each Option shall be evidenced by an Award Agreement that shall specify the type of Option granted, the Option Price, the duration of the Option, the number of shares voted against that director or proposal.
What is the impact of Common Stock to which the Option pertains, and such other provisions as the Committee shall determine. The Award Agreement shall specify whether the Option is intended toabstentions or brokernon-votes?
An abstention is not considered as a share voted and will not impact the election of directors or the approval of our named executive officers’ compensation. However, since an abstention is considered a share present or represented by proxy and entitled to vote, as one less vote for approval it will have the effect of a vote against the ratification of our independent public accountants and other proposals that may be an incentive stock option withinbrought before the meaningAnnual Meeting.
A brokernon-vote is not considered as a share voted or entitled to vote and will not impact the vote on any of Code Section 422, or a nonqualified stock option which is intended not to fall under the provisions of Code Section 422. To the extent that an Option designated as an incentive stock optionproposals.
The New York Stock Exchange does not meet the requirements of Code Section 422, it will be treated as a nonqualified stock option under the Plan.
7.3. Option Price. The Option Price shall be determined by the Committee. However, no Option granted pursuant to the Plan shall have an Option Price that is less than 100% of the Fair Market Value of one share of Common Stock on the Option grant date.
7.4. Duration of Options. Each Option shall expire at such time as the Committee shall determine at the date of grant, provided, however, that no Option shall be exercisable later than the tenth anniversary of its grant date.
7.5. Exercise of Options. Options granted under the Plan shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which need not be the same for all Participants.
7.6. Method of Exercise and Payment of Option Price. Options shall be exercised pursuant to the methods and procedures as shall be established from time to time by the Committee, which may include a broker-assisted cashless exercise arrangement. The Committee shall determine the acceptable form or forms and timing of payment of the Option Price. Acceptable forms of paying the Option Price upon exercise of any Option shall include, but not be limited to, (a) cash or its equivalent, (b) tendering shares of previously acquired Mature Common Stock having a fair market value at the time of exercise equal to the total Option Price, (c) directing the Company to withhold shares of Common Stock, which may include attesting to the ownership of the equivalent number of shares of previously-acquired Mature Common Stock having a fair market value at the time of exercise equal to the total Option Price orconsider the election byof directors or matters relating to compensation to be routine. Unless the Participant to reduce the number ofbroker has received instructions from you, any broker holding shares of Common Stock that are subject to the portion of the Option being exercised having a Fair Market Value equal to the Option Price, (d) other approved property or (e) by a combination of (a), (b), (c) and/or (d). The proceeds from such a payment shall be added to the general funds of the Company and shall be used for general corporate purposes. As soon as practicable, after Option exercise and payment, the Company shall deliver to the Participant Common Stock certificates or other evidence of Common Stock ownership in an appropriate amount based upon the number of Options exercised, issued in the Participant's name.
7.7. Restrictions on Common Stock Transferability. The Committee shall impose such restrictions on any shares of Common Stock acquired pursuant to the exercise of an Option under the Plan as it may deem advisable, including, without limitation, restrictions under applicable Federal securities law, under the requirements of any stock exchange upon which such shares of Common Stock are then listed and under any blue sky or state securities laws applicable to such shares of Common Stock.
7.8. Termination of Service Due to Death, Disability or Retirement. In the event the Service of a Participant is terminated by reason of death, any outstanding Options shall become immediately fully vested and exercisable within such period following the Participant's death as shall be determined by the Committee in the applicable Award Agreement, but in no event beyond the expiration of the term of the Option, by such person or person as shall have acquired the Participant's rights under the Option byyou will or by the laws of descent and distribution. In the event the Service of a Participant is terminated by reason of Retirement or Disability, the Award Agreement with a Participant may provide that any outstanding Options shall become immediately fully vested and exercisable within such period after such date of termination of Service as shall be determined by the Committee, and set forth in the Award Agreement but in no event beyond the expiration of the term of the Option.
7.9. Termination of Service Other Than for Death, Disability or Retirement. If the Service of the Participant terminates for any reason other than death, Disability or Retirement, the Participant shallnot have the rightability to exercise the Option within such period after the date of his termination as shall be determined by the Committee in the applicable Award Agreement, but in no event beyond the expiration of the term of the Option and only to the extent that the Participant was entitled to exercise the Option at the date of his termination of Service. Regardless of the reasons for termination of Service, incentive stock options must be exercised within the Code Section 422 prescribed time period in order to receive the favorable tax treatment applicable thereto.
7.10. Nontransferability of Options. Except as provided in this Subsection 7.10, no Option granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and all Options granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant. Under such rules and procedures as the Committee may establish, the holder of an Option may transfer such Option to members of the holder's immediate family (i.e., children, grandchildren and spouse) or to one or more trusts for the benefit of such family members or to partnerships in which such family members are the only partners, provided that (i) the agreement, if any, with respect to such Option, expressly so permits or is amended to so permit, (ii) the holder does not receive any consideration for such transfer, and (iii) the holder provides such documentation or information concerning any such transfer or transferee as the Committee may reasonably request. Any Options held by any transferees shall be subject to the same terms and conditions that applied immediately prior to their transfer. The Committee may also amend the agreements applicable to any outstanding Options to permit such transfers. Any Option not granted pursuant to any agreement expressly permitting its transfer or amended expressly to permit its transfer shall not be transferable. Such transfer rights shall in no event apply to any incentive stock option.
SECTION 8. STOCK APPRECIATION RIGHTS
8.1. Grant of Stock Appreciation Rights. Subject to the terms and provisions of this Plan, Stock Appreciation Rights may be granted to Participants either independent of Options or in conjunction with nonqualified stock options at any time and from time to time as shall be determined by the Committee.
8.2. Exercise of Stock Appreciation Rights Granted in Conjunction with a Nonqualified Option. Stock Appreciation Rights granted in conjunction with a nonqualified stock option may be exercised at such time as provided under the applicable Award Agreement during the term of the related stock option, with a corresponding reduction in the number of shares available under the Option. Option shares with respect to which the Stock Appreciation Right shall have been exercised may not again be subject to an Option under this Plan.
8.3. Exercise of Stock Appreciation Rights Granted Independent of Options. Stock Appreciation Rights granted independent of Options may be exercised upon whatever terms and conditions the Committee, in its sole discretion, may provide for the Stock Appreciation Right in the applicable Award Agreement including, but not limited to, a corresponding proportional reduction in previously granted Options.
8.4. Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, the Participant shall be entitled to receive payment of an amount (subject to Subsection 8.6 below) determined by multiplying:
(a) The difference between the Fair Market Value of a share of Common Stock at the date of exercise over the price fixed by the Committee at the date of grant (which price may not be less than the Fair Market Value of a share of Common Stock on the grant date of such Stock Appreciation Right), by
(b) The number of shares with respect to which the Stock Appreciation Right is exercised.
8.5. Form of Payment. Payment to the Participant, upon the exercise of a Stock Appreciation Right, will be made in cash or paid in the Fair Market Value in shares of Common Stock (or any combination thereof).
8.6. Limit on Appreciation. The Committee, in its sole discretion, may establish (at the time of grant) a maximum amount per share which will be payable upon exercise of a Stock Appreciation Right.
8.7. Term of Stock Appreciation Right. The term of a Stock Appreciation Right granted under the Plan shall not exceed ten years from the date of grant.
8.8. Termination of Service. In the event that the Service of a Participant is terminated by reason of death, Disability or Retirement, or for any other reason, the exercisability of any outstanding Stock Appreciation Rights granted in conjunction with an Option shall terminate in the same manner as specified for their related Options under Subsections 7.8 and 7.9. The exercisability of any outstanding Stock Appreciation Rights granted independent of Options also shall terminate in the manner provided under Subsections 7.8 and 7.9 or as otherwise provided in the Award Agreement.
8.9. Nontransferability of Stock Appreciation Rights. No Stock Appreciation Right granted under the Plan may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all Stock Appreciation Rights granted to a Participant under the Plan shall be exercisable during his lifetime only by such Participant.
SECTION 9. RESTRICTED STOCK AND RSUs
9.1. Grant of Restricted Stock. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant shares of Restricted Stock to such Participants and in such amounts as it shall determine.
9.2. Restricted Stock Agreement. Each Restricted Stock grant shall be evidenced by an Award Agreement that shall specify the restriction period or periods, the number of Restricted Stock shares granted, and such other provisions as the Committee shall determine.
9.3. Grant of RSUs. Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant RSUs to such Participants and in such amounts as it shall determine. Each RSU grant shall be evidenced by an Award Agreement that shall specify the restriction period or periods, the number of RSUs granted, and such other provisions as the Committee shall determine. Subject to Section 9.9, RSUs shall be settled in shares of Common Stock (or, if provided by the Committee, cash equal to the Fair Market Value of such shares of Common Stock or any combination of shares of Common Stock and cash having an aggregate Fair Market Value equal to such stated number of shares of Common Stock). As soon as practicable following the lapse of a Period of Restriction for an award of RSUs, the Participant (or beneficiary, in the case of death) shall be issued one share of Common Stock for each RSU no longer subject to a Period of Restriction on such date.
9.4. Transferability. Except as provided in this Section 9, neither the shares of Restricted Stock nor the RSUs granted hereunder maybe sold, transferred, pledged, assigned or otherwise alienated or hypothecated until the termination of the applicable Period of Restriction or for such period of time as shall be established by the Committee and as shall be specified in the Award Agreement, or upon earlier satisfaction of other conditions as specified by the Committee in its sole discretion and set forth in the Award Agreement. All rightscast votes with respect to the Restricted Stockelection of directors or the approval of our named executive officers’ compensation. It is important, therefore, that you provide instructions to your broker if your shares are held by a broker so that your vote with respect to these matters is counted.
Table of ContentsHow does discretionary voting authority apply?
RSUs grantedIf you sign, date, and return your proxy card, then your vote will be cast as you direct. If your proxy card does not indicate how you want to vote, then you give authority to Eugene J. Lowe, III, and Scott W. Sproule to vote on the items discussed in these proxy materials and any other matter properly brought at the Annual Meeting. In such a Participant undercase, your vote will be cast:
| 48 | 2018 PROXY STATEMENT |
QUESTIONS AND ANSWERS
9.5.Who pays to prepare, mail, and solicit the proxies? Other Restrictions. The Committee shall impose such
We will pay all the costs of preparing, mailing, and soliciting the proxies. We will ask brokers, banks, trustees, and other restrictions on any shares of Restricted Stock or RSUs granted pursuantnominees and fiduciaries to forward the Proxy Materials to the Plan as it may deem advisable including, without limitation, restrictions under applicable Federal or state securities laws,beneficial owners of SPX common stock and may legendto obtain the certificates representing Restricted Stockauthority to give appropriate notice of such restrictions.
9.6. Certificate Legend.execute proxies. We will reimburse them for their reasonable expenses upon request. In addition to any legends placed on certificates pursuantmailing Proxy Materials, our directors, officers, and employees may solicit proxies in person, by telephone, or otherwise. These individuals will not be specially compensated. We have retained Georgeson LLC, a Computershare company, to Subsection 9.5, each certificate representing sharesassist us with inquiries of Restricted Stock granted pursuantbrokerage houses and other custodians and nominees whether other persons are beneficial owners of SPX common stock. We will supply them with additional copies of the Proxy Materials for distribution to the Plan shall bearbeneficial owners. We will pay Georgeson LLC an estimated fee of $1,800 plus reasonableout-of-pocket expenses. We have not retained a proxy solicitor for this Annual Meeting to assist us in soliciting your proxy; however, as proxy returns are counted we may determine it is necessary to retain a proxy solicitor, in which case we will pay an estimated fee of $12,500 plus reasonableout-of-pocket expenses. We will also reimburse brokers, banks, trustees, and other nominees, fiduciaries, and other custodians for their costs of sending the following (or similar) legend:Proxy Materials to the beneficial owners of SPX common stock.
Communications and Stockholder Proposals
How do I submit a stockholder proposal?
"The saleTo bring a proposal other than the nomination of a director before an annual meeting, your notice of proposal must comply with the requirements of ourBy-laws and include any other information regarding you or other transferany beneficial owner that would be required under the SEC’s proxy rules and regulations.
For a proposal to be included in our Proxy Statement for the 2019 Annual Meeting, you must submit it no later than December 4, 2018. Your proposal must be in writing and comply with the proxy rules of the sharesSEC. You should send your proposal to our Corporate Secretary at our address on the cover of stock represented by this certificate, whether voluntary, involuntary or by operation of law, is subject to certain restrictions on transfer set forthProxy Statement.
You also may submit a proposal that you do not want included in the 2002 Stock Compensation PlanProxy Statement, but that you want to raise at the 2019 Annual Meeting. We must receive this type of SPX Corporation, rules and administration adopted pursuantproposal in writing on or after December 16, 2018, but no later than January 15, 2019.
How do I submit a director nominee?
If you wish to submit a nominee for director for the 2019 Annual Meeting, our Corporate Secretary must receive written notice of your intended nomination on or before January 15, 2019. 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 ourBy-laws. In addition, any director nominee must provide information we may reasonably request in order for us to determine the eligibility of such Plan, and a Restricted Stock grant dated .nominee to serve as an independent director.
| 2018 PROXY STATEMENT | 49 |
APPENDIX A copy- RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES
“Core” results are non-GAAP financial measures that exclude the results of the Plan, such rulesSouth African projects. The South African projects do not impact our HVAC and such Restricted Stock grant may be obtained fromDetection and Measurement segments, but do impact our Engineered Solutions segment and we evaluate “Engineered Solutions (Core)” results for certain purposes. Additionally, we have made other adjustments for items that are non-cash, bonus related, and/or unusual in nature. We also present certain other non-GAAP financial measures, identified as “Adjusted.” This appendix to the Secretary of SPX Corporation."
9.7. Removal of Restrictions. Except as otherwise provided in this Section or under the applicable Award Agreement, shares of Restricted Stock covered by each Restricted Stock grant made under the Plan shall become freely transferable by the Participant following the lapseProxy Statement includes reconciliations of the Periodamounts of Restriction, and shares of Common Stock covered by each RSU grant made under the Plan shall be distributed to the Participant as soon as administratively feasible following the lapse of the Period of Restriction. Once the Period of Restriction lapses on the shares of Restricted Stock, the Participant shall be entitled to have the legend required by Subsection 9.6 removed from his Common Stock certificate.
9.8. Voting Rights. During the Period of Restriction, Participants holding shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those shares.
9.9. Dividends and Other Distributions. During the Period of Restriction, and except as otherwise provided under the applicable Award Agreement, Participants holding shares of Restricted Stock granted hereunder may be entitled to receive dividends and other distributions paid with respect to those shares while they are so held. Any such dividends or distributions shall be subject to the same restrictions on vesting and transferability as the shares of Restricted Stock with respect to which they were paid. The Committee, in its discretion, may award dividend equivalent rights with respect to RSUs. To the extent so awarded, on each dividend record date for Common Stock, the Participant shall be credited with dividend equivalents in the form of additional RSUs. The amount of additional RSUs to be credited shall be equal to the amount of cash or the number of shares of stock dividends that would have been payable to the Participant if each outstanding RSU on such dividend record date had been a share of issued and outstanding Common Stock. If such dividends are payable in cash, the cash amount will be converted to RSUs based on the Fair Market Value of the Common Stock on the date such dividends are paid. RSUs received under this Section 9.9 shall be settled in cash or shares of Common Stock, in the discretion of the Committee, on the same date as the underlying RSUs to which they relate.
9.10. Termination of Service Due to Retirement. In the event the Service of a Participant is terminated by reason of Retirement, the Award Agreement with a Participant may provide that the remaining Period of Restriction may lapse with respect to any outstanding shares of Restricted Stock or RSUs as of the date of the Participant's Retirement and, except as otherwise provided in Subsection 9.5 or under the applicable Award Agreement, the shares of Restricted Stock shall thereby be free of restrictions and fully transferable and the shares attributable to RSUs shall be issued.
9.11. Termination of Service Due to Death or Disability. In the event a Participant's Service is terminated because of death or Disability, the Award Agreement with a Participant may provide that any remaining Period of Restriction may lapse and, except as otherwise provided in Subsection 9.5 or under the applicable Award Agreement, the shares of Restricted Stock shall thereby be free of restrictions and fully transferable and the shares attributable to RSUs shall be issued.
9.12. Termination of Service for Reasons Other Than Death, Disability or Retirement. In the event that a Participant terminates his or her Servicenon-GAAP financial measures with the Company for any reason other than those set forth in Subsections 9.10 and 9.11 during the Period of Restriction, and except as otherwise provided under the applicable Award Agreement, then any shares of Restricted Stock or RSUs still subject to a Period of Restriction as of the date of such termination shall automatically be forfeited and returned to the Company; provided, however, that, in the event of an involuntary termination of the Service of a Participant by the Company, the Committee, in its sole discretion, may waive the automatic forfeiture of any or all such shares and may add such new restrictions to such shares of Restricted Stock or RSUs as it deems appropriate.
SECTION 10. PERFORMANCE UNITS
Performance Units may be granted subject to such terms and conditions as the Committee in its discretion shall determine. Performance Units may be granted either in the form of cash units or in share units, including RSUs, which are equal in value to one share of Common Stock, or a combination thereof. The Committee shall establish the performance goals to be attained in respect of the Performance Units, the various percentages of Performance Unit value to be distributed upon the attainment, in whole or in part, of the performance goals and such other Performance Unit terms, conditions and restrictions as the Committee shall deem appropriate as set forth in an Award Agreement. As soon as practicable after the termination of the performance period, the Committee shall determine the payment, if any, which is due on the Performance Unitmost comparable measures determined in accordance with the terms thereof. The Committee shall determine, among other things, whether the payment shall be madeaccounting principles generally accepted in the form of cash or shares of Common Stock, or a combination thereof.United States (“GAAP”) and other important information regarding non-GAAP financial measures.
SECTION 11. CODE SECTION 162(m) PROVISIONSCORE OPERATING INCOME
11.1. Performance Goals. The Committee, in its discretion, may determine that an award of Restricted Stock, RSUs, or Performance Units to a Covered Employee will be designed to comply with the Performance-Based Exception under Code Section 162(m). In such case, the level of vesting of the award will depend on the attainment of any of the following performance criteria, either alone or in any combination, which may be expressed with respect to the Company or one or more
SPX CORPORATION AND SUBSIDIARIES NON-GAAP RECONCILIATION - CORE OPERATING INCOME (Unaudited; in millions) | ||||
Twelve months ended | ||||
Operating income | $ | 54.8 | ||
Adjustments: | ||||
South African projects | 69.4 | |||
Non-service pension and postretirement items | 6.8 | |||
Contract settlement gain | (10.2) | |||
Core operating income, before annual incentive adjustment | 120.8 | |||
Corporate-annual incentive expense | 9.6 | |||
Core operating income | $ | 130.4 | ||
ADJUSTED NET INCOME FROM CONTINUING OPERATIONS
SPX CORPORATION AND SUBSIDIARIES NON-GAAP RECONCILIATION - ADJUSTED NET INCOME FROM CONTINUING OPERATIONS (Unaudited; in millions) | ||||
Twelve months ended | ||||
Net Income from continuing operations | $ | 84.0 | ||
Adjustments: | ||||
South African projects | 71.3 | |||
Gain on contract settlement | (10.2) | |||
Pension and postretirement expense | 6.8 | |||
Gain on interest rate swaps | (2.7) | |||
Loss on amendment/refinancing of senior credit agreement | 0.9 | |||
Income tax benefit | (71.8) | |||
Adjusted Net Income from continuing operations | $ | 78.3 | ||
| 2018 PROXY STATEMENT | A-1 |
APPENDIX A
ADJUSTED EARNINGS PER SHARE
SPX CORPORATION AND SUBSIDIARIES NON-GAAP RECONCILIATION - ADJUSTED EARNINGS PER SHARE (Unaudited; in millions) | ||||
Twelve months ended | ||||
GAAP EPS from continuing operations | $ | 1.91 | ||
Adjustments: | ||||
South African projects | 0.06 | |||
Gain on contract settlement | (0.17) | |||
Non-service pension items & other* | (0.02) | |||
Adjusted EPS from continuing operations | $ | 1.78 | ||
SPX CORPORATION AND SUBSIDIARIES NON-GAAP RECONCILIATION - ADJUSTED EARNINGS PER SHARE (Unaudited; in millions) | ||||
Twelve months ended | ||||
GAAP EPS from continuing operations | $ | 0.30 | ||
Adjustments: | ||||
South African projects | 0.34 | |||
Non-service pension items & other* | 0.83 | |||
Adjusted EPS from continuing operations | $ | 1.47 | ||
| * | Other includes discrete tax items, loss on refinancing of senior credit agreement, net gain on sale of Dry Cooling business, non-cash intangible impairment, gain on interest rate swaps, adjustment to redeemable non-controlling interest, loss on early extinguishment of debt, non-actuarial gain on post retirement plans, adjustment for foreign currency loss associated with South African projects, and tax effects associated with adjustments. |
“Core operating units or groups, as the Committee may determine: (a) cash flow; (b) cash flowincome,” “adjusted net income from operations; (c) total earnings; (d)continuing operations,” and “adjusted earnings per share,share” are defined as operating income (loss), net income (loss) from continuing operations, and diluted or basic; (e) earningsnet income (loss) per share from continuing operations diluted or basic; (f) earnings before interestexcluding the following items: (a) results of the South African projects, (b) non-service pension and taxes; (g) earnings before interest, taxes, depreciation, and amortization; (h) earnings from operations; (i) net asset turnover; (j) inventory turnover; (k) capital expenditures; (l) net earnings; (m) operating earnings; (n) gross or operating margin; (o) debt; (p) working capital; (q) return on equity; (r) return on net assets; (s) return on total assets; (t) return on capital; (u) return on investment; (v) return on sales; (w) net or gross sales; (x) market share; (y) economic value added; (z) cost of capital; (aa) change in assets; (bb)postretirement expense reduction levels; (cc) debt reduction; (dd) productivity; (ee) delivery performance; (ff) safety record; (gg) stock price; and (hh) total stockholder return. Performance goals may be determined on an absolute basis or relative to internal goals or relative to levels attained in prior years or(income), (c) gain (loss) related to acquisitions/divestitures, (d) non-cash intangible impairment charges, (e) a non-recurring gain on a contract settlement, (f) non-cash charges associated with the amendment/refinancing of the senior credit agreement, (g) a non-recurring gain on interest rate swaps as these swaps no longer qualified for hedge accounting in connection with the amendment of our senior credit agreement, (h) Core operating income (loss) also adds back annual incentive expense associated with employees at our corporate headquarters, and (i) the removal of a tax benefit associated with worthless stock deductions, tax charges associated with the impact of the new U.S. tax act, and the removal of certain other companiesdiscrete tax benefits, each, as applicable, as well as (j) the income tax impact of items (a) through (g). In addition to the Company’s South African projects, the Company’s management views the impact related to each of the other items, with the exception of (h), as not indicative of the Company’s ongoing performance. The Company believes that inclusion of only the service cost and prior service cost components of pension and postretirement expense better reflects the ongoing costs of providing pension and postretirement benefits to its employees. Other components of GAAP pension and postretirement expense (income) are mainly driven by market performance, and the Company manages these separately from the operational performance of its business. The Company believes Core operating income, adjusted net income from continuing operations, and adjusted earnings per share, when read in conjunction with operating income (loss), income (loss) from continuing operations, and diluted net income (loss) per share from continuing operations, gives investors a useful tool to assess and understand the Company’s overall financial performance, because they exclude items of income or indices orexpense that the Company believes are not reflective of its ongoing operating performance, allowing for a better period-to-period comparison of operations of the Company. Additionally, the Company’s management uses Core operating income, adjusted net income from continuing operations, and adjusted earnings per share as ratios expressing relationships between two or moremeasures of the Company’s performance. Core operating income, adjusted net income from continuing operations, and adjusted earnings per share are not measures of financial performance goals. Performance goals may but needunder GAAP. The Core operating income, adjusted net income from continuing operations, and adjusted earnings per share measures do not provide investors with an accurate measure of the actual operating income (loss), income (loss) from continuing operations, and diluted net income (loss) per share from continuing operations
| A-2 | 2018 PROXY STATEMENT |
APPENDIX A
reported by the Company and should not be determinableconsidered as substitutes for operating income (loss), net income (loss) from continuing operations, and diluted net income (loss) per share from continuing operations as determined in conformanceaccordance with generally accepted accounting principles.
11.2. Performance Period; Adjustments. The Committee shall determine the performance period over which the designated performance goals shall be attainedGAAP, and shall, in the case of an Award designed to comply with the Performance-Based Exception under Code Section 162(m), establish the performance goals no later than 90 days after the beginning of such performance period (or such other date as may be required or permitted under Code Section 162(m)). Following the end of the performance period, the Committee shall certify in writing the level of attainment of the performance goal(s). The Committee may reduce (including a reduction to zero), but may not increase the amountbe comparable to similarly titled measures reported by other companies.
CORE FREE CASH FLOW
SPX CORPORATION AND SUBSIDIARIES NON-GAAP RECONCILIATION - CORE FREECASH FLOW (Unaudited; in millions) | ||||
Twelve months ended | ||||
Net operating cash from continuing operations | $ | 54.2 | ||
Capital expenditures – continuing operations | (11.0) | |||
Adjustment for South African projects | 49.5 | |||
Core free cash flow, before annual incentive adjustment | 92.7 | |||
Annual Incentive adjustments | (13.8) | |||
Core free cash flow | $ | 78.9 | ||
“Core free cash flow” is defined as net cash from (used in) continuing operations less capital expenditures of an available award. The Committee may providecontinuing operations, excluding cash used in any Performance-Based Award, at the time the performance goals are established, that any evaluationoperations by our South African projects (which is net of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a performance period, including by way of example, but without limitation, the following: (a) asset write-downs or impairment charges; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles or other laws or provisions affecting reported results; (d) accruals for reorganization and restructuring programs; (e) extraordinary nonrecurring itemsbenefit). In addition, when calculating annual incentive awards, certain additional discrete adjustments were made as described in then-current accounting principles; (f) extraordinary nonrecurring itemsthe program documents. The Company’s management believes that Core free cash flow is a useful financial measure for investors in evaluating the cash flow performance of multi-industrial companies, since it provides insight into the cash flow available to fund such things as described in management's discussionmandatory and analysisdiscretionary debt reduction, equity repurchases, and acquisitions or other strategic investments. The South African projects have a finite life and, thus, are expected to have a diminishing impact on the Company’s cash flows over the long-term. Core free cash flow is not a measure of financial condition and resultsperformance under GAAP. The Core free cash flow measure does not provide investors with an accurate measure of the actual net cash flow from (used in) continuing operations appearing in the Company's annual report for the applicable year; (g) acquisitions or divestitures; and (h) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.
SECTION 12. BENEFICIARY DESIGNATION
Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his death. Each designation will revoke all prior designationsreported by the same Participant, shallCompany and should not be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during his lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to his estate.
SECTION 13. RIGHTS OF PARTICIPANTS
13.1. Service. Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant's Service at any time, nor confer upon any Participant any right to continue in the employ or Service of the Company.
13.2. Participation. No employee shall have a right to be selectedconsidered as a Participant, or, having been so selected, to be selected again as a Participant.
SECTION 14. CHANGE OF CONTROL
14.1. General. Notwithstanding any other provision of this Plan to the contrary, the provisions of this Section 14 shall apply in the event of a Change of Control, unless otherwise provided in the applicable Award Agreement. Following a Change of Control, no action shall be taken under the Plan that will cause any Award that has previously been determined to be (or is determined to be) subject to Code Section 409A to fail to comply in any respect with Code Section 409A without the written consent of the Participant.
14.2. Double-Trigger Provisions. Unless otherwise provided in the Award Agreement, if the Participant is terminated without Cause within two years following the Change of Control, any conditions on the Participant's rights under, or any restrictions on transfer, vesting or exercisability applicable to, each such Award or Alternative Award (as defined in Section 14.3) held by such Participant shall be waived or shall lapse, as the case may be. All Options and Stock Appreciation
Rights held by the Participant immediately before the termination that the Participant held as of the date of the Change of Control or that constitute Alternative Awards shall remain exercisablesubstitute for not less than two years following such termination or until the expiration of the stated term of such Option, whichever period is shorter (provided, that if the applicable Award Agreement provides for a longer period of exercisability, that provision shall control).
14.3. Alternative Awards. Upon a Change of Control, and subject to Section 14.4, each outstanding Award shall be replaced with another Award meeting the requirements of Subsection 14.5 (an "Alternative Award"); provided that (a) if an Alternative Award meeting the requirements of Subsection 14.5 cannot be issued, or (b) the Committee so determines at any time prior to the Change of Control, each outstanding Award shall instead become fully vested, exercisable and free of any Period of Restriction immediately prior to the Change of Control.
14.4. Cash Substitution. Notwithstanding Subsection 14.3, at the discretion of the Committee (as constituted immediately prior to the Change of Control), each such Option, Stock Appreciation Right, or RSU may be canceled in exchange for an amount equal to the product of (a) in the case of Options and Stock Appreciation Rights, the excess, if any, of the product of the Change of Control Price over the exercise price for such Award, and (b) in the case of other such Awards, the Change of Control Price multiplied by the aggregate number of shares of Common Stock covered by such Award; provided, further, that where the Change of Control does not constitute a "change in control event" as defined under Code Section 409A, the shares to be issued, or the amount to be paid, for each Award that constitutes deferred compensation subject to Code Section 409A shall be paid at the time or schedule applicable to such Awards (assuming for these payment purposes (but not the lapsing of the Period of Restriction) that no such Change of Control had occurred). Notwithstanding the foregoing, the Committee may, in its discretion, instead terminate any outstanding Options or Stock Appreciation Rights if either (i) the Company provides holders of such Options and Stock Appreciation Rights with reasonable advance notice to exercise their outstanding and unexercised Options and Stock Appreciation Rights or (ii) the Committee reasonably determines that the Change of Control Price is equal to or less than the exercise price for such Options or Stock Appreciation Rights. For the purpose of this Subsection 14.4, "Change of Control Price" means the price per share on a fully diluted basis offered in conjunction with any transaction resulting in a Change of Control,cash flows from (used in) operating activities as determined in good faithaccordance with GAAP, and may not be comparable to similarly titled measures reported by other companies.
CORE REVENUE
SPX CORPORATION AND SUBSIDIARIES NON-GAAP RECONCILIATION - COREREVENUE (Unaudited; in millions) | ||||
Twelve months ended | ||||
Consolidated revenue | $ | 1,425.8 | ||
Exclude: South African projects | (29.1) | |||
Core revenue | $ | 1,396.7 | ||
“Core revenue” is defined as revenue for the Committee as constituted beforeCompany excluding the Change of Control, if any partresults of the offered priceSouth African projects. The South African projects have a finite life and, thus, are expected to have a diminishing impact on the Company’s operating results over the long-term. The Company’s management believes it is payable other than in cash.
14.5. Qualificationuseful to disclose consolidated revenue without the results of Alternative Awards. In order forits South African projects to provide investors with metrics that the Company’s management uses to measure the overall performance of its businesses. Core revenue is not a measure of financial performance under GAAP The Core revenue measure does not provide investors with an Award to meet the conditions of this Subsection 14.5 and qualify as an Alternative Award, the Committee (as constituted immediately prior to the Change of Control) must reasonably determine, in good faith, prior to the Change of Control that such outstanding Awards are to be assumed, honored, or new rights substituted by the successor entity following the Change of Control, and that any such Alternative Award will:
(a) be based on shares of Common Stock that are traded on an established U.S. securities market or another public market determined by the Committee prior to the Change of Control;
(b) provide the Participant (or each Participant in a class of Participants) with rights and entitlements substantially equivalent to or better than the rights, terms and conditions applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment;
(c) have substantially equivalent economic value to such Award (determined at the timeaccurate measure of the Change of Control);
(d) contain terms and conditions which provide that in the event that the Participant is terminated without Cause within two years following the Change of Control, any conditions on
the Participant's rights under, or any restrictions on transfer, vesting or exercisability applicable to, each such Award held by such Participant shall be waived or shall lapse, as the case may be; and
(e) be on terms and conditions that do not result in adverse tax consequences to the Participant under Code Section 409A.
The determination of whether the conditions of this Subsection 14.5 are satisfied shall be made by the Committee, as constituted immediately before the Change of Control, in its sole discretion.
SECTION 15. AMENDMENT, MODIFICATION AND TERMINATION OF PLAN
The Board may at any time amend, modify or terminate the Plan; provided, however, that no such action of the Board, without approval of the shareholders, may:
(a) increase the total amount of Common Stock which may be issued under the Plan, except as provided in Subsections 5.1 and 5.3;
(b) change the provisions of the Plan regarding the Option Price, including a reduction of the Option Price of any outstanding Option, cancellation of an Option in exchange for cash or any other awards under the Plan, exchange or replace an outstanding Option with a new Option with a lower Option Price, or take any other action that would be a "repricing" of Options, except as permitted by Subsection 5.3 or Section 14; or
(c) make any "Material Revisions" (within the meaning of the listing rules of the New York Stock Exchange) to change the terms of the Plan.
No amendment, modification or termination of the Plan shall materially adversely affect the terms of any Awards previously granted under the Plan, without the consent of the Participant.
SECTION 16. TAX WITHHOLDING
16.1. Tax Withholding. The Company, as appropriate, shall have the right to deduct from all payments any Federal, state or local taxes required by law to be withheld with respect to such payments.
16.2. Stock Withholding. With respect to withholding required upon the exercise of nonqualified stock options, or upon the lapse of restrictions on Restricted Stock, RSUs, or Performance Units payable in shares of Common Stock, Participants may elect, subject to the terms of the applicable Award Agreement, to satisfy the withholding required, in whole or in part, by (a) having the Company withhold shares of Common Stock otherwise issuable, or (b) tendering shares of previously acquired Common Stock, including by attestation to the ownership of Common Stock, in either case having a value equal to the amount of tax to be withheld; provided, however, shares may only be withheldactual revenue reported by the Company to the extent necessary to satisfy the minimum withholding liability required by law, and only Mature Common Stock may be tendered (including by attestation) for withholding in excess of the amount the Company is legally required to withhold by applicable law. The value of the shares to be withheld, tendered or attested is to be determined by such methods or procedures as shall be established from time to time by the Committee. All elections shall be irrevocable and shall be made in writing, signed by the Participant, and shall satisfy such other requirements as the Committee shall deem appropriate.
SECTION 17. INDEMNIFICATION
Each person who is or shall have been a member of the Committee or of the Board shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit or proceeding to which he may be a party or in which he may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by him in settlement thereof, with the Company's approval, or paid by him in satisfaction of any judgment in any such action, suit or proceeding against him, provided he shall give the Company an opportunity, at its expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shallshould not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company's Certificate of Incorporation or Bylaws,considered as a matter of law or otherwise, or any power thatsubstitute for the Company may have to indemnify them or hold them harmless.
SECTION 18. REQUIREMENTS OF LAW AND OTHER PROVISIONS
18.1. Requirements of Law. The granting of Awards, and the issuance of shares of Common Stock with respect to an Option or Stock Appreciation Right exercise or Performance Unit award, shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchangesCompany’s revenue as may be required.
18.2. Foreign Jurisdictions. In order to conform with provisions of local laws and regulations in foreign countries in which the Company or its Subsidiaries operate, the Committee may (a) modify the terms and conditions of Awards granted to Participants employed outside the United States, (b) establish subplans with modified exercise procedures and such other modifications as may be necessary or advisable under the circumstances presented by local laws and regulations, and (c) take any action which it deems advisable to obtain, comply with or otherwise reflect any necessary governmental regulatory procedures, exemptions or approvals with respect to the Plan or any subplan established hereunder; provided, however, that the Committee may not make any sub-plan that (i) increases the limitations contained in Section 5.1, (ii) increases the number of shares available under the Plan, as set forth in Section 5.1, or (iii) causes the Plan to cease to satisfy any conditions under Rule 16b-3 under the Exchange Act or causes the grant of any performance Award to fail to qualify for an income tax deduction pursuant to Code Section 162(m). Subject to the foregoing, the Committee may amend, modify, administer or terminate such sub-plans, and prescribe, amend and rescind rules and regulations relating to such sub-plans.
18.3. Governing Law. The Plan and all agreements hereunder, shall be construeddetermined in accordance with GAAP, and governedmay not be comparable to similarly titled measures reported by the laws of the State of Delaware. The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), the Plan will be exclusively in the courts in the State of North Carolina, County of Mecklenburg, including the Federal Courts located therein (should Federal jurisdiction exist).other companies.
| 2018 PROXY STATEMENT | A-3 |
13320-A Ballantyne Corporate Place • Charlotte, NC 28277 • USA
18.4. Compensation Recovery Policy. The Awards granted under this Plan shall be subject to any compensation recovery or claw back policy adopted by the Company, including any policy required to comply with applicable law or listing standards, as such policy may be amended from time to time in the sole discretion of the Company. As consideration for and by accepting any Award under the Plan, the Participant agrees that all prior Awards made by the Company to the Participant shall become subject to the terms and conditions of the provisions of this Subsection 18.4980-474-3700 • www.spx.com
18.5. No Limitation on Compensation. Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan.
18.6. Deferrals. The Committee may postpone the exercising of Awards, the issuance or delivery of Common Stock under any Award or any action permitted under the Plan to prevent the Company or any Subsidiary from being denied a Federal income tax deduction with respect to any Award other than an incentive stock option or to the extent required or permitted by applicable law.
18.7. 409A Compliance. The Plan is intended to be administered in a manner consistent with the requirements, where applicable, of Code Section 409A. Where reasonably possible and practicable, the Plan shall be administered in a manner to avoid the imposition on Participants of immediate tax recognition and additional taxes pursuant to Code Section 409A. Notwithstanding the foregoing, neither the Company nor the Committee shall have any liability to any person in the event Code Section 409A applies to any such Award in a manner that results in adverse tax consequences for the Participant or any of his beneficiaries or transferees.
Solely for purposes of determining the time and form of payments due under any Award that is considered nonqualified deferred compensation under Code Section 409A and that is not otherwise exempt from Code Section 409A, a Participant shall not be deemed to have incurred a termination of employment unless and until he shall incur a "separation from service" within the meaning of Code Section 409A. Notwithstanding any other provision in this Plan, if as of a Participant's separation from service, the Participant is a "specified employee" as determined by the Company, then to the extent any amount payable under any Award that is considered nonqualified deferred compensation under Code Section 409A and that is not otherwise exempt from Code Section 409A, for which payment is triggered by the Participant's separation from service (other than on account of death), and that under the terms of the Award would be payable prior to the six-month anniversary of the Participant's separation from service, such payment shall be delayed until the earlier to occur of (a) the six-month anniversary of such separation from service or (b) the date of the Participant's death.
18.8. Severability; Blue Pencil. In the event that any one or more of the provisions of this Plan shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. If, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable and to enforce the remainder of these covenants as so amended.
18.9. No Impact On Benefits. Except as may otherwise be specifically stated under any employee benefit plan, policy or program, no amount payable in respect of any Award shall be treated as compensation for purposes of calculating a Participant's right under any such plan, policy or program. No amount payable in respect of any Award pursuant to an Award shall be deemed part of a Participant's regular, recurring compensation for purposes of any termination, indemnity or severance pay laws.
18.10. No Constraint on Corporate Action. Nothing in this Plan shall be construed (a) to limit, impair or otherwise affect the Company's right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets or (b) to limit the right or power of the Company, or any Subsidiary to take any action which such entity deems to be necessary or appropriate.
18.11. Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of this Plan, and shall not be employed in the construction of this Plan.
18.12. No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a grantee or any other person. To the extent that any grantee or other person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.
18.13. Code Section 83(b) Elections. The Company, its Subsidiaries and the Committee have no responsibility for any Participant's election, attempt to elect or failure to elect to include the value of a Restricted Stock Award or other Award subject to Code Section 83 in the participant's gross income for the year of payment pursuant to Code Section 83(b). Any Participant who makes an election pursuant to Code Section 83(b) will promptly provide the Committee with a copy of the election form.
18.14. No Obligation to Exercise Awards; No Right to Notice of Expiration Date. The grant of an Award of an Option or Stock Appreciation Right will impose no obligation upon the Participant to exercise the Award. The Company, its Subsidiaries and the Committee have no obligation to inform a Participant of the date on which any Award lapses except in the Award Agreement.
18.15. Right to Offset. Notwithstanding any provisions of the Plan to the contrary, and to the extent permitted by applicable law (including Code Section 409A), the Company may offset any amounts to be paid to a Participant (or, in the event of the Participant's death, to his beneficiary or estate) under the Plan against any amounts that such Participant may owe to the Company or its Subsidiaries.
18.16. Furnishing Information. A Participant will cooperate with the Committee by furnishing any and all information requested by the Committee and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary when eligibility or entitlement to any compensation or benefit based on any matter relating to the Disability of the Participant is at issue.
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| Using ablack ink pen, mark your votes with anX as shown in this example. Please do not write outside the designated areas. | ☒ |
Electronic Voting Instructions
You can vote by Internet or telephone!
Available 24 hours a day, 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.
Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on May 14, 2018.
Vote by Internet • Go towww.envisionreports.com/SPXC • Or scan the QR code with your • Follow the |
Vote by telephone
q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
| A | Proposals — The Board of Directors recommends a voteFOR all the nominees listed andFOR Proposals 2 | |||
1. Election of Directors: | For | Against | Abstain | For | Against | Abstain |  | |||||||||
01 - Ruth G. Shaw (Term will expire in 2021) | ☐ | ☐ | ☐ | 02 - Robert B. Toth (Term will expire in 2021) | ☐ | ☐ | ☐ |
| For | Against | Abstain | For | Against | Abstain | |||||||||||||
2. | ☐ | ☐ | ☐ | 3. | ☐ | ☐ | ☐ | |||||||||||
4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. | ||||||||||||||||||
| B | Non-Voting Items | |||
| Change of Address — Please print new address below. | Meeting Attendance | |||||
| Mark box to the | ☐ |
| C | Authorized Signatures — This section must be | |||
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee,guardian, or custodian, please give full title.
| Date (mm/dd/yyyy) — Please print date below. | Signature 1 — Please keep signature within the | Signature 2 — Please keep signature within the |
| / / |
| ∎ | 1 UP X | | ||
| 02SBXA |
Dear Stockholder:
The Annual Meeting of Stockholders of SPX Corporation will be held at 8:00 a.m. (Eastern Time) on Tuesday, May 15, 2018 at the SPX Building, 13320 Ballantyne Corporate Place, Charlotte, North Carolina 28277, for the following purposes:
1. Election of Directors: 01 - Ruth G. Shaw (Term will expire in 2021), 02 - Robert B. Toth (Term will expire in 2021).
2. Approval of Named Executive Officers’ Compensation, on a Non-binding Advisory Basis.
3. Ratification of Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the 2018 fiscal year.
4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
Only holders of Common Stock of SPX Corporation of record at the close of business on March 20, 2018 will be entitled to vote at the meeting or any adjournment thereof.
To be sure that your vote is counted, we urge you to vote by telephone or by Internet. By giving your proxy, you do not affect your right to vote in person if you attend the meeting. Your prompt vote will aid the company in reducing the expense of additional proxy solicitation.
For stockholders with common shares held in the company’s KSOP Trust: It is important to remember that your specific voting directions to the Trustee are strictly confidential and may not be divulged by the Trustee to anyone, including the company or any director, officer, employee, or agent of the company. The Trustee will vote the shares being held by the Trust and not yet allocated to participants’ accounts in the same manner and proportion as the shares for which the Trustee has received timely voting instructions. Shares in participants’ accounts for which no timely voting instructions are received by the Trustee will be voted in the same manner.
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| John W. Nurkin |
Vice President, Secretary and General Counsel |
q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q
Proxy — SPX Corporation
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 15, 2018
Charlotte, North Carolina
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned stockholder of SPX Corporation, a Delaware corporation, hereby appoints Eugene J. Lowe, III and Scott W. Sproule, or either one of them, with full power of substitution, to act as his or her agents and proxies at the Annual Meeting of Stockholders of SPX Corporation to be held in Charlotte, North Carolina on May 15, 2018 at 8:00 a.m. (Eastern Time) with authority to vote at said meeting, and adjournments thereof, as indicated below, all shares of stock of the company standing in the name of the undersigned on the books of the company.
This proxy when properly executed will be voted in the manner directed by the undersigned stockholder.If no direction is made, this proxy will be voted FOR ALL NOMINEES in Proposal 1, FOR Proposal 2, FOR Proposal 3, and as the proxies deem advisable on all other matters that may properly come before the meeting.
PLEASE VOTE, DATE, AND SIGN THIS PROXY ON THE OTHER SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
