Bob Toth
SPX TechnologiesAbout Bob Toth
Robert B. “Bob” Toth, age 64, is an independent director of SPX Technologies (SPXC), serving since 2017. He is a former Chairman, CEO and President of Polypore International, with 30+ years in global industrials and private equity, including Managing Director at CCMP Capital Advisors (2016–2019). He holds a BS in Industrial Management (Industrial Engineering) from Purdue University and an MBA from Washington University in St. Louis. The Board has affirmatively determined Toth is independent under SPX’s Independence Standards and NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CCMP Capital Advisors, LLC | Managing Director | 2016–2019 | Private equity leadership; portfolio optimization |
| Polypore International, Inc. | Chairman, CEO & President | Not disclosed; led optimization/sale | Optimized portfolio, positioned for accelerated growth; substantial enterprise value increase |
| CP Kelco ApS | President, CEO & Director | Not disclosed; led turnaround/sale | Comprehensive turnaround and successful sale |
| Monsanto Company / Solutia Inc. | Executive/Managerial roles | 19 years | Senior management, finance, operations in manufacturing |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Materion Corporation | Director | Current | Not disclosed |
Board Governance
- Committee memberships: Audit Committee member and Compensation Committee member; not a chair .
- Independence: Board concluded Toth is independent under NYSE and SPX standards .
- Attendance and engagement: Board met six times in 2024; all directors attended at least 75% of Board/committee meetings during their service . All directors attended the 2024 annual meeting .
- Board leadership: Chair and CEO roles are separated; non‑employee directors meet regularly in executive session .
- Governance & Sustainability oversight exists at the committee level; Audit oversees ERM and cybersecurity; Compensation oversees executive compensation risk; Governance & Sustainability oversees board governance and sustainability .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Equity Grant (RSUs, grant date) | RSU Value ($) | Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 90,000 | 0 (not a chair) | 998 RSUs granted May 14, 2024; vests day before next annual meeting | 140,119 | 9,500 (matching gifts) | 239,619 |
- Standard non‑employee director structure: $90,000 annual cash retainer; $140,000 annual RSU retainer (number determined by grant-date closing price); no meeting fees; optional deferral of RSU settlement until six months post‑board service; RSUs vest the day before the following annual meeting .
Performance Compensation
- Directors do not receive performance‑based equity; RSUs are time‑based . As a Compensation Committee member, Toth oversees executive incentive design and outcomes:
| 2024 Executive Bonus Metrics | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual ($mm) | Payout % |
|---|---|---|---|---|---|
| Adjusted EBITDA (50% weight) | 340.0 | 359.0 | 385.0 | 403.9 | 200.0% |
| Adjusted Free Cash Flow (25% weight) | 309.0 | 335.0 | 369.0 | 392.0 | 200.0% |
| Adjusted Revenue (25% weight) | 1,829.0 | 1,892.0 | 1,987.0 | 1,916.1 | 125.3% |
| Corporate Bonus Payout | — | — | — | — | 181.3% |
- LTI framework for executives: 50% PSUs on relative TSR vs capital goods indices (0–200% payout, capped at target if TSR negative), 25% options (3‑yr ratable vest), 25% RSUs (3‑yr ratable vest) .
Other Directorships & Interlocks
| Company | Relationship to SPX | Potential Interlock Notes |
|---|---|---|
| Materion Corporation | External board | Monitor for any supplier/customer overlap if disclosed; none identified in SPX proxy . |
Expertise & Qualifications
- M&A, strategic portfolio management, senior management, finance, and operations in manufacturing; advisory to private equity firms .
- Education: BS (Industrial Management/Industrial Engineering), Purdue; MBA, Washington University (Olin) .
Equity Ownership
| As of | Beneficial Shares Owned | Right to Acquire Within 60 Days (Options/RSUs) | Vested Deferred Stock Units | Total Ownership Reported | Percent of Class |
|---|---|---|---|---|---|
| March 17, 2025 | 24,000 | 998 | — | 24,000 | <1.0% |
- Stock ownership guidelines: Non‑employee directors must hold 5x annual cash retainer within five years; all directors were in compliance as of March 17, 2025 .
- Hedging/pledging: Prohibited for directors and executive officers under SPX policy .
Governance Assessment
- Committee roles: Membership on Audit and Compensation positions Toth at the center of financial integrity, cybersecurity oversight (Audit) and pay‑for‑performance design (Compensation), which is positive for board effectiveness .
- Independence and attendance: Confirmed independent; Board met six times in 2024; all directors attended ≥75% of Board/committee meetings, supporting engagement .
- Director pay mix and alignment: Simple, transparent structure with cash retainer plus time‑based RSUs; RSU vesting aligned to annual cycle; optional deferral strengthens long‑term alignment .
- Executive pay governance signals: Use of independent consultant (Meridian) solely for board compensation work; annual risk assessment; clawback policies (including Dodd‑Frank restatement clawback) and double‑trigger CIC vesting; no tax gross‑ups on CIC; robust say‑on‑pay approval (~97% in 2024; >93% average since 2016) .
- Related‑party/charitable policy: Audit Committee formally reviews/approves related‑party transactions; charitable contributions to organizations linked to directors/officers did not exceed the greater of $1 million or 2% of the organization’s revenues in any of the past three fiscal years .
- Board leadership: Separate Chair/CEO, regular executive sessions; considered positive for independent oversight .
- RED FLAGS: None evident in proxy regarding attendance, director pay anomalies, hedging/pledging, or say‑on‑pay. Continue monitoring for any future related‑party transactions and potential interlocks tied to Materion roles if disclosed .