Mark Carano
SPX TechnologiesAbout Mark Carano
Mark A. Carano is Chief Financial Officer, Vice President and Treasurer of SPX Technologies, appointed effective January 3, 2023. He was age 53 at appointment, and holds a BA from Vanderbilt University and an MBA from Northwestern University’s Kellogg School of Management . During his tenure, SPX delivered strong 2024 performance: one-year TSR of 44%, revenue up 13.9%, and operating income up 38.9%—driving above-target incentive outcomes tied to adjusted EBITDA, adjusted free cash flow, and adjusted revenue metrics . He is one of the named executive officers (NEOs) with 100% of his annual bonus tied to corporate metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Insteel Industries (NYSE: IIIN) | SVP, CFO & Treasurer (and prior VP, CFO & Treasurer) | 2020–2022 | Public-company CFO; oversight of finance, accounting, treasury in engineered products; executive experience aligned with SPX’s end markets |
| Big River Steel (sold to U.S. Steel) | Chief Financial Officer | 2019–2020 | Private equity–owned manufacturer; helped execute sale to U.S. Steel, adding M&A and transaction execution depth |
| Babcock & Wilcox Enterprises | SVP Finance & Controller, Industrial Segment; SVP Corporate Development & Treasurer | 2013–2018 | Led finance and corporate development for industrial technology businesses, enhancing operational and strategic finance expertise |
| First Union, Deutsche Bank, Merrill Lynch/BofA Merrill Lynch | Investment Banking (increasing seniority) | ~1999–2013 (14 years) | Capital markets, advisory, and financing experience supporting value creation and strategic transactions |
Fixed Compensation
| Year | Annual Base Salary Rate ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2023 | 500,000 | 70% | 700,000 |
| 2024 | 530,000 | 70% | 672,750 |
Additional 2023 cash items: sign-on bonus $100,000 (repayable if voluntary resignation or termination for cause within 12 months; ratable reduction over the subsequent 12 months) .
All Other Compensation (examples): 2024 total $64,042 including financial planning ($17,050), executive physical ($1,842), matching gift ($3,000), group term life ($3,612), 401(k) match ($17,250), SRSP match ($21,288) .
Performance Compensation
Annual Bonus Metrics and Results (2024)
| Metric | Weighting | Threshold ($mm) | Target ($mm) | Maximum ($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 Results | — | — | — | — | — | 181.3% |
Mr. Carano’s bonus is tied 100% to corporate results; with base salary $530,000 and target 70%, the payout was 181.3% of target, totaling $672,750 .
Long-Term Incentives: Grants and Terms
| Grant Date | Type | Units (#) | Exercise Price ($) | Grant-Date Fair Value ($) | Vesting/Performance Terms |
|---|---|---|---|---|---|
| 2/28/2024 | PSUs | 3,544 | — | 563,177 | r-TSR vs S&P 600/400 Capital Goods peer set; payout 0–200%; threshold 30th percentile; target 55th; max 85th; capped at target if TSR negative; 3-year period (2024–2026) |
| 2/28/2024 | RSUs | 1,772 | — | 206,261 | Time-based; vest 33⅓% annually on 2/28/2025, 2/28/2026, 2/28/2027 |
| 2/28/2024 | Options | 4,057 | 116.40 | 206,258 | Vest 33⅓% annually on 2/28/2025, 2/28/2026, 2/28/2027; 10-year term |
| 3/01/2023 | PSUs | 4,816 | — | 349,931 | r-TSR vs S&P 600 Capital Goods; payout 0–150%; threshold 30th; target 50th; max 75th; capped at target if TSR negative; 3-year period (2023–2025) |
| 3/01/2023 | RSUs | 2,408 | — | 173,207 | Time-based; vest 33⅓% annually starting 3/01/2024 |
| 3/01/2023 | Options | 5,552 | 71.93 | 173,222 | Vest 33⅓% annually starting 3/01/2024; 10-year term |
| 2/01/2023 | Sign-on RSUs | 3,499 | — | 263,965 | Time-based; vest 33⅓% on 2/01/2024, 2/01/2025, 2/01/2026 |
Option exercises and stock vested (2024): Carano had 1,968 shares vest (value realized $211,333); no options exercised in 2024 .
Equity Ownership & Alignment
| As of | Shares Beneficially Owned | Right to Acquire within 60 days (Options/RSUs) | 401(k) Shares | % of Class |
|---|---|---|---|---|
| March 17, 2025 | 8,029 | 5,053 | 356 | Less than 1% |
Options status:
| Option Grant Date | Unexercisable (#) | Exercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 03/01/2023 | 3,702 | 1,850 | 71.93 | 03/01/2033 |
| 02/28/2024 | 4,057 | — | 116.40 | 02/28/2034 |
Unvested RSUs/PSUs snapshots (12/31/2024):
- RSUs: 2/01/2023 2,333 unvested ; 3/01/2023 1,606 unvested ; 2/28/2024 1,772 unvested .
- PSUs (at target): 3/01/2023 7,224 target units ; 2/28/2024 7,088 target units .
Stock ownership guidelines: Other Executive Officers must hold 3x annual salary; all named executive officers were in compliance as of March 17, 2025 . Policy prohibits hedging and pledging of Company stock by officers and directors .
Employment Terms
| Item | Details |
|---|---|
| Role & start date | Appointed VP, CFO & Treasurer effective January 3, 2023 |
| Initial comp terms | Base salary $500,000; target annual incentive 70% of salary; annual stock awards targeted at $700,000; sign-on bonus $100,000; sign-on RSUs $250,000 (3-year vest); sign-on bonus subject to repayment conditions if departure within 12 months (ratable reduction in subsequent 12 months) |
| Agreements | Change of Control Agreement; Confidentiality & Non-Competition Agreement; Severance Benefit Agreement (forms filed as exhibits to 10-Q for period ended Oct 1, 2022) |
| Severance (without cause / good reason) | Salary: 1x current base ($530,000); Bonus: 1x (highest of prior-year actual or current-year target), here shown as $700,000; Equity: acceleration of awards vesting within one year ($53,827); Other compensation: $109,548 (benefit continuation, outplacement, perquisites) |
| Change-in-control (double-trigger) | Salary: 2x ($1,060,000); Bonus: 2x ($1,400,000); Equity: full acceleration of all unvested awards at target ($3,011,384); Other compensation: $132,052 |
| Disability/Death | Bonus $700,000; equity acceleration $3,011,384; other compensation $52,044 (no salary) |
| Clawbacks | Dodd-Frank-compliant clawback (mandatory recovery of excess incentive comp upon restatement, regardless of misconduct) and legacy SOX-based policy; equity agreements subject to recovery policy |
| Tax gross-ups | No tax gross-ups on termination payments following change in control |
Governance and Shareholder Feedback
- Say-on-pay approval: ~97% support at 2024 annual meeting; historical average >93% since 2016 . Prior year (2023 AGM) ≈87% approval .
- Compensation oversight: Independent Compensation Committee (Ricky D. Puckett, Chair; David A. Roberts; Ruth G. Shaw; Robert B. Toth; Tana L. Utley) and independent consultant Meridian Compensation Partners retained in 2024 .
- Peer group benchmarking: Industrial peers including Barnes Group, Franklin Electric, Chart Industries, Graco, Crane, IDEX, Curtiss-Wright, John Bean Technologies, Enpro, Nordson, Enviri, TriMas, ESAB, Watts Water, Federal Signal, Zurn Elkay; revenue and market cap aligned; SPX revenues at median of peers .
Track Record & Performance Context
- 2024 accomplishments: one-year TSR 44%; revenue +13.9%; operating income +38.9% .
- PSU program outcomes: 2022-granted PSUs (pre-Carano tenure) paid out at 150% based on r-TSR at 90th percentile for 2022–2024 period .
- Carano’s 2024 bonus tied entirely to corporate metrics resulted in 181.3% of target based on above-threshold performance in adjusted EBITDA and free cash flow .
Investment Implications
- Alignment: Carano’s pay mix is heavily performance-based with PSU r-TSR metrics (0–200% range) and annual bonuses tied to adjusted EBITDA/FCF/revenue; clawbacks and 3x salary ownership guidelines further align incentives with shareholders .
- Retention risk: Double-trigger change-in-control economics provide robust protection (2x salary and bonus, full equity acceleration at target), mitigating entrenchment risk but potentially increasing transaction-related turnover costs .
- Trading signals: Upcoming RSU/option vestings (Feb 28, 2025/2026/2027; Feb 1, 2025/2026) and rights to acquire 5,053 shares within 60 days could create episodic sell pressure from withholding; Carano did not exercise options in 2024 and had modest stock vesting (1,968 shares) .
- Ownership: Beneficial ownership is <1% of shares outstanding but in compliance with ownership guidelines; policy prohibits hedging/pledging—a positive governance indicator .
- Shareholder support: Strong say-on-pay support (~97% in 2024) suggests investor confidence in pay-for-performance design tied to operational execution .