Meenal Sethna
SPX TechnologiesAbout Meenal A. Sethna
Meenal A. Sethna (age 55) is Executive Vice President and Chief Financial Officer of Littelfuse, Inc. and has served on SPX Technologies’ Board since 2019; she is an independent director designated as an audit committee financial expert, with prior finance leadership roles at Illinois Tool Works, Motorola, and Baxter International. She holds an MBA from Northwestern University’s Kellogg School of Management, a degree from the University of Illinois Urbana-Champaign, and is a Certified Public Accountant in Illinois. At SPX, she chairs the Audit Committee and serves on the Governance & Sustainability Committee. The Board has determined she is independent under SPX’s Independence Standards and NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Littelfuse, Inc. | Executive Vice President & Chief Financial Officer | Since 2016 | Leads finance, tax, treasury, IR, digital/IT, internal audit, and supply chain operations |
| Illinois Tool Works | Vice President & Corporate Controller | 4 years | Enterprise controllership; information technology oversight experience |
| Motorola, Inc. | Vice President, Finance | Not disclosed | Finance leadership; technology operations exposure |
| Baxter International | Various finance roles | Not disclosed | Foundational finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | None disclosed | — | No other public company board service disclosed in the proxy |
Board Governance
- Committee assignments: Audit Committee Chair; Governance & Sustainability Committee member. The Board met 6 times in 2024; Audit Committee met 5 times; Governance & Sustainability Committee met 4 times.
- Independence: Determined independent under SPX’s Independence Standards and NYSE listing standards.
- Financial expertise: Designated “audit committee financial expert” under SEC rules; has accounting and related financial management expertise under NYSE standards.
- Attendance and engagement: All directors attended at least 75% of Board and applicable committee meetings in 2024 and attended the 2024 annual meeting.
- Executive sessions: Non‑employee directors meet regularly in executive session without management and with the CEO as appropriate.
- Sustainability oversight: Governance & Sustainability Committee oversees SPX’s sustainability program; the Company published its Seventh Annual Sustainability Report in Sept 2024.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Chair | 5 |
| Governance & Sustainability | Member | 4 |
Fixed Compensation
| Component | Amount/Detail |
|---|---|
| Annual cash retainer | $90,000 |
| Audit Committee Chair fee | $20,000 |
| Total cash fees (2024) | $110,000 |
| Annual RSU grant (directors) | $140,000 value; granted in connection with the annual meeting; vests the day before the next annual meeting; settlement optional deferral until 6 months post‑board service |
| 2024 RSU grant specifics | 998 RSUs; grant date fair value $140,119 (May 14, 2024) |
| Other director compensation items | Matching gifts up to $10,000/year; travel reimbursements; no meeting fees |
| 2024 “All Other Compensation” (Sethna) | $8,906 (charitable match and standard director benefits) |
| 2024 total director compensation (Sethna) | $259,025 |
Notes:
- Directors receive no meeting fees; equity awards are time‑based RSUs under the 2019 Stock Plan.
Performance Compensation
- No performance‑based director awards disclosed (no PSUs or performance options for directors; annual equity is time‑based RSUs).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| External executive role | EVP & CFO, Littelfuse, Inc. |
| Interlocks/related parties | Audit Committee reviews and must approve any related‑party transactions; no related‑party transactions involving directors disclosed in prior three fiscal years. |
Expertise & Qualifications
- CPA (Illinois); audit committee financial expert; deep accounting, finance, risk management, IT oversight, strategic planning, M&A, investor relations, and supply chain operations experience.
- Sustainability program engagement noted among directors with related experience.
- Education: MBA (Kellogg School of Management, Northwestern); University of Illinois Urbana‑Champaign.
Equity Ownership
| Measure | Amount |
|---|---|
| Shares beneficially owned | 5,650 |
| Right to acquire within 60 days (options/RSUs) | 998 |
| Vested deferred stock units | 7,672 |
| Total ownership (shares + near‑term + vested DSUs) | 13,322; <1% of class |
| Ownership guidelines | Directors must hold ≥5x annual retainer; all directors in compliance as of March 17, 2025 |
| Hedging/pledging | Prohibited for directors and executive officers |
Governance Assessment
- Strengths: Independent director; Audit Chair with SEC “financial expert” designation; robust attendance; strong alignment via RSUs and stock ownership guidelines; hedging/pledging prohibited; director compensation overseen against peers by Governance & Sustainability Committee with support from independent consultant (Meridian).
- Alignment: Annual director RSUs vest over one year and may be deferred until six months post‑service, reinforcing long‑term alignment; directors required to reach 5x retainer within five years, and all are compliant.
- Conflicts/related parties: No related‑party transactions involving directors disclosed; Audit Committee maintains a formal related‑party policy and must approve any such transactions.
- Board effectiveness: Active committee work (Audit 5 meetings; Governance & Sustainability 4); regular executive sessions; clear risk oversight delineation (Audit for financial/cyber risk; Compensation for pay risk; Governance & Sustainability for governance/sustainability).
- Shareholder signals: Say‑on‑Pay approval ~97% in 2024; multi‑year average >93% since 2016 indicates broad investor support of governance and pay practices.
RED FLAGS
- None disclosed: no pledging; no related‑party transactions; attendance thresholds met; director pay structure standard (cash retainer + time‑based RSUs). Continued monitoring warranted due to dual demands of an external CFO role, but Board limits and independence review mitigate overboarding/availability risk.