Cherée Johnson
SPX TechnologiesAbout Cherée Johnson
Cherée H. Johnson is Vice President, Chief Legal Officer and Corporate Secretary of SPX Technologies (SPXC), appointed June 10, 2024; she is 49, with a JD from the University of Minnesota Law School and a BS in Chemical Engineering from Florida A&M University . She brings 20+ years of legal and executive leadership experience across industrials, chemicals, and consumer sectors, having led corporate governance, compliance, IP, litigation, and quality/regulatory organizations . Company performance during her tenure includes 2024 revenue growth of 13.9%, operating income up 38.9%, and one‑year TSR of 44%, reflecting strong execution against SPX’s value creation framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dentsply Sirona Inc. | SVP, Chief Legal Officer, General Counsel & Secretary | Feb 2022 – Feb 2023 | Led global legal org incl. governance, compliance, IP, litigation; oversaw quality and regulatory |
| W.R. Grace | SVP, General Counsel, Corporate Secretary & Chief Ethics & Compliance Officer | Jan 2021 – Sep 2021 | Led legal, compliance, ethics in specialty chemicals |
| McCormick & Company | VP, Deputy General Counsel & Asst. Corporate Secretary | 2015 – Jan 2021 | Supported global legal functions and governance for multinational food company |
| 3M Company | Corporate legal executive; earlier product development lead/chemical engineer | Not disclosed | Early IP leadership; engineering/product development foundation |
External Roles
| Organization | Role | Years |
|---|---|---|
| Johns Hopkins Bloomberg School of Public Health | Advisory Board Member | Current (as of FY2024 filing/2024 appointment disclosures) |
| University of Minnesota Law School | Advisory Board Member | Current (as of FY2024 filing/2024 appointment disclosures) |
| Various privately-held organizations | Board member/advisor | Current (as of FY2024 filing/2024 appointment disclosures) |
Fixed Compensation
- Specific salary and cash compensation for Ms. Johnson are not disclosed in SPX’s proxy; she is not a named executive officer (NEO) in 2024–2025 filings .
- SPX executive program emphasizes competitive base salary with annual review and high variable pay; CEO pay at-risk >80%, other NEOs >65% (program design context) .
Performance Compensation
SPX Executive Bonus Program (applies to executive officers; NEO outcomes shown for 2024):
| Metric | Weight | Threshold ($mm) | Target ($mm) | Max ($mm) | Actual ($mm) | Payout % |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 50% | 340.0 | 359.0 | 385.0 | 403.9 | 200.0% |
| Adjusted Free Cash Flow | 25% | 309.0 | 335.0 | 369.0 | 392.0 | 200.0% |
| Adjusted Revenue | 25% | 1,829.0 | 1,892.0 | 1,987.0 | 1,916.1 | 125.3% |
| Total Corporate Payout | — | — | — | — | — | 181.3% |
Long-Term Incentive PSUs – design evolution:
| PSU Design Element | 2023 Grants (Performance Period 2023–2025) | 2024 Grants (Performance Period 2024–2026) |
|---|---|---|
| r-TSR peer set | S&P 600 Small Cap Capital Goods index | Aggregated S&P 600 Small Cap + S&P 400 Mid Cap Capital Goods; 103 companies at grant |
| Payout range | 0–150% | 0–200% |
| Percentile thresholds | 30% (50% payout), 50% (100% target), 75% (150% max) | 30% (50% payout), 55% (100% target), 85% (200% max) |
| Negative TSR cap | Payout cannot exceed target if SPX TSR is negative | Payout cannot exceed target if SPX TSR is negative |
| Mix (NEO reference) | LTI mix: 50% PSUs, 25% options, 25% RSUs | LTI mix: 50% PSUs, 25% options, 25% RSUs |
PSU realized for 2022 grant (performance 2022–2024): SPX TSR 184.4% at 90th percentile; payout 150% .
Equity Ownership & Alignment
- Stock ownership guidelines: Other executive officers required to hold 3x annual salary; attainment expected within five years of appointment .
- Hedging and pledging prohibited for directors and executive officers (alignment safeguard) .
- Lock-up: Ms. Johnson was listed among persons subject to lock-up in SPX’s August 2025 underwritten offering (Schedule C), indicating temporary selling restrictions under the underwriting agreement .
- Section 16 compliance: SPX reported all directors and executive officers timely filed ownership reports in 2024 and 2023 (no late filings) .
Employment Terms
- Change-in-control and severance framework: SPX employs double‑trigger protection; upon qualifying termination following a change‑in‑control, unvested SPX equity (including performance share awards) vests at target level; all other current executive officers (besides CEO’s separate employment agreement) have severance and change‑in‑control agreements per the filed forms .
- Clawbacks: Two clawback policies (legacy and Dodd‑Frank compliant, effective Dec 1, 2023) require recovery of incentive compensation upon restatements (even absent misconduct), generally covering three completed fiscal years prior to determination; award agreements expressly subject to recovery policy .
- Perquisites and tax: SPX does not provide tax gross‑ups on termination payments after change‑in‑control and does not provide tax gross‑ups on perquisites; limited perquisites consistent with peers .
Performance & Track Record
| Metric/Highlight | 2023 | 2024 |
|---|---|---|
| Revenue growth (y/y) | +19.2% | +13.9% |
| Operating income (y/y) | +50% adj. EBITDA; segment income +42% | +38.9% operating income |
| Adjusted FCF | $295.3mm (corporate) | $392.0mm (corporate) |
| TSR (one‑year) | Market cap +55% (top quartile vs peers) | TSR +44% (top quartile vs peers) |
Board Governance Interface
- As Corporate Secretary, Ms. Johnson executes board procedural and disclosure functions (e.g., signing 2025 Annual Meeting materials and voting results; communications policy routes to Corporate Secretary for director correspondence) .
Compensation Peer Group and Shareholder Feedback
- Peer group (compensation benchmarking): Barnes, Chart, Crane, Curtiss‑Wright, Enpro, Enviri, ESAB, Federal Signal, Franklin Electric, Graco, IDEX, John Bean Technologies, Nordson, TriMas, Watts Water, Zurn Elkay (2023/2024 lists) .
- Say‑on‑Pay approval: | Year | Approval (%) | |---|---:| | 2024 | ~87% | | 2025 | ~97% |
- 2025 vote outcome (absolute): For 39,682,129; Against 2,210,068; Abstain 186,214; Broker non‑votes 1,862,051 .
Investment Implications
- Alignment: Prohibitions on hedging/pledging, 3x salary stock ownership guideline for executive officers, and robust clawback regime support pay‑for‑performance and reduce misalignment risk .
- Retention/pressure: Double‑trigger CoC terms with target‑level vesting and standard executive severance forms reduce entrenchment risk while providing stability; August 2025 offering lock‑up temporarily limits insider selling, mitigating near‑term supply risk .
- Execution backdrop: Strong 2023–2024 corporate performance (double‑digit growth in revenue/FCF and top‑quartile TSR) underpins incentive plan payouts and increases stock‑based compensation realizable value, which can enhance retention for senior leaders, including legal/secretary functions central to M&A, governance, and risk programs .