Angel Willis
SPX TechnologiesAbout Angel Willis
Angel Shelton Willis, age 54, has served on SPX Technologies’ Board since 2021 and is Executive Vice President, Global General Counsel & Corporate Affairs Officer at The Kraft Heinz Company (appointed November 2024). She previously was VP, General Counsel & Secretary at Sealed Air (2019–2024) and held senior legal roles at Ingersoll Rand/Trane Technologies (2005–2019), after corporate counsel at Cummins (2002–2005) and associate at Ice Miller (1996–2002). She holds a BA in political science and economics and an MBA from Clemson University, and a JD from the University of Illinois Urbana-Champaign .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sealed Air Corporation | Vice President, General Counsel & Secretary | 2019–2024 | Led legal, governance functions |
| Ingersoll Rand Company (now Trane Technologies) | VP & Deputy General Counsel, M&A; General Counsel, Trane Commercial | 2005–2019 | M&A, corporate governance, risk management |
| Cummins, Inc. | Corporate Counsel | 2002–2005 | Corporate legal counsel |
| Ice Miller | Associate | 1996–2002 | Law firm practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kraft Heinz Company | EVP, Global General Counsel & Corporate Affairs Officer | Nov 2024–present | Leads Global Legal & Corporate Affairs: Ethics & Compliance, Government Affairs, Regulatory, Communications |
Board Governance
- Independence: The Board concluded Ms. Willis is independent under NYSE standards and SPX Independence Standards .
- Committees: Audit Committee member and Governance & Sustainability Committee member .
- Attendance and engagement: Board met six times in 2024; all directors attended at least 75% of Board and applicable committee meetings; Annual Meeting attendance by all directors in 2024 .
- Executive sessions: Non‑employee directors meet regularly in executive session, including with the CEO as appropriate .
- Declassification & accountability: SPX is declassifying the board over 2025–2027 to move to annual elections, strengthening accountability .
| Committee | Membership (Willis) | 2024 Meetings |
|---|---|---|
| Audit | Member | 5 |
| Compensation | Not a member | 5 |
| Governance & Sustainability | Member | 4 |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director retainer |
| Additional chair fees | $0 | Not a chair; chair fees: Audit $20,000; Comp $15,000; Gov & Sustainability $15,000 |
| Annual RSU grant (fair value) | $140,119 | Granted May 14, 2024; 998 RSUs; vests day before next annual meeting |
| All other compensation | $0 | No matching gifts taken; program allows up to $10,000 per year |
| Meeting fees | $0 | SPX does not pay meeting fees |
| RSU deferral election | Available | Settlement can be deferred until six months post‑Board service |
| Dividend equivalents on RSUs | None | No dividends/dividend equivalents on director RSUs |
Director Compensation Table (2024):
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Angel Shelton Willis | 90,000 | 140,119 | — | 230,119 |
Performance Compensation
| Performance Element | Applies to Directors? | Terms |
|---|---|---|
| Annual bonus (cash) | No | Not part of director pay; directors receive retainer + equity |
| Performance‑based equity (PSUs) | No | Director equity is time‑based RSUs vesting before next annual meeting |
| Performance metrics for director pay | None | No revenue/EBITDA/TSR metrics tied to director compensation |
For executives, SPX uses adjusted EBITDA, cash flow, and revenue goals for annual incentives, and LTI mix 50% PSUs, 25% options, 25% RSUs; double‑trigger CIC, no hedging/pledging allowed—context for pay‑for‑performance culture .
Other Directorships & Interlocks
| Company | Board Role | Notes |
|---|---|---|
| None disclosed | — | No other public company directorships disclosed for Ms. Willis in SPX’s proxy |
Governance constraints on external board service (Board‑wide policy): non‑management directors should not serve on more than four public company boards; committee chair limits; audit chair limits .
Expertise & Qualifications
- Extensive legal leadership across industrial/manufacturing sectors; deep M&A, regulatory, tax, risk management, crisis management, corporate governance .
- Sustainability program experience noted alongside other directors .
- Formal education spans economics/political science, MBA, and JD—supporting multidisciplinary oversight .
Equity Ownership
| Holder | Beneficially Owned Shares | Right to Acquire Within 60 Days (Options/RSUs) | Vested Deferred Stock Units | Total Ownership | % of Class |
|---|---|---|---|---|---|
| Angel Shelton Willis | 7,718 | 998 | — | 7,718 | <1% |
Stock Ownership Guidelines:
| Position | Target | Compliance Status |
|---|---|---|
| Non‑Employee Directors | 5× annual cash retainer | All directors in compliance as of March 17, 2025 |
Historical change: guideline increased from 3× (2023) to 5× (2025), tightening alignment expectations .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) filings (timeliness) | No late filings by directors/officers in 2024, based on review of Section 16 reports |
| Recent Form 4 transactions | Not disclosed in SPX’s proxy; Section 16 compliance affirmed |
Governance Assessment
- Board effectiveness: Willis’ legal/M&A/regulatory background adds strength to Audit oversight (financial controls, cybersecurity) and Governance & Sustainability (policy, ESG targets), enhancing risk oversight and resilience .
- Alignment and incentives: Director pay mix emphasizes equity over cash, with time‑based RSUs and tighter ownership guidelines (now 5× retainer), reinforcing long‑term alignment; no meeting fees reduces potential “pay for attendance” distortions .
- Independence and conflict safeguards: Independence affirmed; Code of Ethics requires avoidance of conflicts; non‑employee directors regularly meet in executive session; SPX prohibits officer/director hedging and pledging—mitigating misalignment and risk signaling .
- Shareholder sentiment context: 2025 say‑on‑pay passed comfortably (39.7M for vs. 2.2M against), indicating support for compensation governance; historical 2015 say‑on‑pay failed, underscoring long‑term governance improvement trajectory .
RED FLAGS
- None disclosed specific to Ms. Willis: no attendance or filing issues; not a committee chair; no related‑party transactions cited in available materials; independence affirmed .
Notes on Committee Oversight and Consultants
- Non‑employee director compensation is periodically reviewed by the Governance & Sustainability Committee and benchmarked with input from an independent compensation consultant (Meridian); Committee assessed consultant independence and found no conflicts .