David Roberts
SPX TechnologiesAbout David A. Roberts
Independent director of SPX Technologies since 2015; age 77. Former Chairman, Executive Chairman, President and CEO of Carlisle Companies; earlier Chairman, President and CEO of Graco; prior senior roles at The Marmon Group, with earlier manufacturing/engineering/general management positions at The Budd Company, Pitney Bowes, and FMC. Education: BS, Purdue University; MBA, Indiana University. Current SPX committee assignments: Compensation; Governance & Sustainability; the Board deems him independent under NYSE standards. He is nominated for a new term expiring at the 2027 Annual Meeting as part of SPX’s phased declassification.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carlisle Companies, Inc. | Chairman of the Board (2017–2020, retired in 2020); Executive Chairman (2016); Chairman & CEO (2014–2015); Chairman, President & CEO (2007–2014) | 2007–2020 | Led diversified manufacturing company; senior leadership and M&A expertise cited by SPX |
| Graco, Inc. | Chairman, President & CEO | 2001–2007 | Led industrial manufacturer; operational and financial acumen |
| The Marmon Group, LLC | Group Vice President | 1995–2001 | Portfolio/industrial leadership experience |
| The Budd Company; Pitney Bowes; FMC Corporation | Manufacturing, engineering, and general management roles | Not disclosed | Early career operating roles |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Franklin Electric Co., Inc. | Director | Former | Prior public company directorship |
| Horizon Global Corporation | Director | Former | Prior public company directorship |
Board Governance
- Committee assignments: Compensation (member); Governance & Sustainability (member). He is not listed as a committee chair. 2024 meetings: Audit 5; Compensation 5; Governance & Sustainability 4. Board met six times in 2024; all directors attended at least 75% of Board and committee meetings during their service.
- Independence: Board determined Roberts is independent under SPX’s Independence Standards and NYSE rules. Non-employee directors meet regularly in executive session.
- Election/tenure: Director since 2015; nominated in 2025 for a two‑year term ending at the 2027 Annual Meeting as the Board declassifies by 2027. Majority vote standard in uncontested elections with advance resignation policy; all directors attended the 2024 Annual Meeting.
- Committee practices: Compensation Committee uses an independent compensation consultant and retains sole authority over advisors. Governance & Sustainability oversees Board evaluations, director assignments, and sustainability oversight.
Fixed Compensation (Non‑Employee Director – 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $90,000 |
| Committee chair fees | — (not a chair) |
| Meeting fees | $0 (no meeting fees paid) |
| All other compensation (charitable match) | $10,000 |
| Total cash and other | $100,000 |
Director compensation actually received (Form table – 2024):
| Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 90,000 | 140,119 (998 RSUs) | 10,000 | 240,119 |
Policy highlights:
- Annual RSU equity grant target for directors: $140,000; grant sized by SPXC closing price on grant date; RSUs vest the day before the next annual meeting; deferral election available until six months post‑separation; no dividends on RSUs.
- No meeting fees; cash paid quarterly in arrears; chair retainers: Board Chair $125k; Audit Chair $20k; Compensation Chair $15k; Governance & Sustainability Chair $15k.
Performance Compensation (Director Equity Mechanics and Metrics)
| Item | Detail |
|---|---|
| Equity vehicle | Time‑based RSUs; annual grant sized at $140,000; 2024 grant was 998 RSUs with grant‑date fair value $140,119 (granted May 14, 2024) |
| Vesting | Vests the day before the next annual meeting; service‑based only (no performance metrics) |
| Deferral | May elect to defer settlement until six months after Board separation; vested director RSUs delivered six months post‑separation under Director Deferral Election Program |
| Hedging/pledging | Prohibited for all directors (no hedging or pledging of SPXC stock) |
No director performance metrics (e.g., revenue/EBITDA/TSR) apply to non‑employee director equity; awards are time‑based service grants.
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Franklin Electric Co., Inc. | Former director | No SPX‑disclosed related‑party transaction with Roberts noted in the proxy’s related‑party policy section; Audit Committee reviews/approves any such transactions per policy. |
| Horizon Global Corporation | Former director | Same as above. |
Expertise & Qualifications
- Senior leadership across multinational industrials (Carlisle, Graco; Marmon), with M&A and financial acumen highlighted by SPX.
- Governance exposure via service on public company boards; currently contributes on SPX’s Compensation and Governance & Sustainability Committees.
- Academic credentials: BS (Purdue); MBA (Indiana University).
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire Within 60 Days (Options/RSUs) | Vested Deferred Stock Units | Total Ownership | % of Class |
|---|---|---|---|---|---|
| David A. Roberts | 31,053 | 998 | 8,648 | 39,701 | <1.0% |
Ownership alignment and policies:
- Director stock ownership guideline: 5× annual cash retainer; attain within five years. All directors were in compliance as of March 17, 2025.
- Hedging and pledging of SPXC securities are prohibited for directors.
- RSU deferral available; vested director RSUs deliver six months after Board separation.
Governance Assessment
Strengths and positive signals:
- Independent, experienced operator with deep industrial, M&A, and financial expertise; serves on Compensation and Governance & Sustainability—key levers of pay oversight, board refreshment, and sustainability governance.
- Strong alignment framework for directors: 5× retainer ownership guideline; all directors in compliance; no hedging/pledging permitted.
- Board effectiveness practices: declassification underway (full de‑staggering by 2027); majority vote standard with advance resignation policy; regular executive sessions; all directors attended at least 75% of 2024 meetings and attended the 2024 Annual Meeting.
- Compensation governance: Compensation Committee uses independent consultant; robust clawback regime for executives; no director meeting fees (aligns focus on long‑term service vs. per‑meeting incentives).
- Investor support context: 2024 Say‑on‑Pay approval ~97%; active outreach to holders of ~75% of shares—constructive shareholder engagement backdrop.
Watch items / potential red flags:
- Related‑party transactions: Proxy outlines a formal review/approval policy; no specific director‑related transactions involving Roberts are identified in the sections reviewed. Continue monitoring annual proxies and 8‑Ks for any new disclosures.
- Attendance granularity: Company discloses “at least 75%” thresholds rather than individual attendance rates; no individual shortfalls disclosed, but maintain surveillance.
Notes on compensation structure:
- Director pay mix skews toward equity (time‑based RSUs) with a meaningful cash retainer; no performance‑conditioned director awards, which is standard market practice, but reduces direct pay‑for‑performance linkage at the director level by design.