SPX Technologies (SPXC) Proxy Filing summary

Executive summary

• Achieved strong financial and operational performance in 2024, with 13.9% revenue growth and 38.9% increase in operating income, driven by organic growth and the acquisition of Ingénia.

• Ended 2024 with robust cash generation, funding a $292 million acquisition and maintaining a strong financial position.

• Entered 2025 with healthy backlogs in HVAC and Detection & Measurement segments, and continued focus on innovation, operational efficiency, and strategic acquisitions.

• 2025 guidance projects another double-digit increase in Adjusted EBITDA and adjusted EPS at the midpoint, excluding further capital deployment.

• Sustainability initiatives included new products for energy efficiency, water reduction, and safety, and reaching the 2030 GHG emissions intensity target ahead of plan.

Voting matters and shareholder proposals

• Election of three directors (Lowe, O'Leary, Roberts) for terms expiring at the 2027 Annual Meeting.

• Advisory vote to approve named executive officers' compensation (Say-on-Pay).

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2025.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is transitioning from a classified structure to annual elections, to be completed by 2027.

• Substantial majority of directors are independent; only the CEO is not independent.

• Board committees: Audit, Compensation, Governance & Sustainability, all with independent members.

• Board diversity: 44% female, 22% US ethnic minority, average tenure 8 years.

• Directors are selected based on business acumen, integrity, independence, and alignment with company needs.