Patrick O’Leary
SPX TechnologiesAbout Patrick J. O’Leary
Patrick J. O’Leary is an independent director and the non-employee Chairman of the Board of SPX Technologies, Inc., age 67, serving on the Board since 2015 and as Chairman since September 26, 2015 . He is the former Executive Vice President, Finance, Treasurer and Chief Financial Officer of SPX Corporation (1996–2012) and previously CFO and a director of Carlisle Plastics, Inc. (1994–1996) after beginning his career at Deloitte & Touche LLP, where he was a Partner in the Boston office (1988–1994) . O’Leary holds a bachelor’s degree in Accountancy and Law from the University of Southampton, England, and is a Certified Public Accountant in Massachusetts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPX Corporation | EVP Finance, Treasurer & CFO; later Executive Vice President | 1996–2012 (EVP in 2004) | Principal architect of company transformation |
| Carlisle Plastics, Inc. | Chief Financial Officer and Director | 1994–1996 | Finance leadership; board service |
| Deloitte & Touche LLP | Partner (Boston) and other roles | 1978–1994 (Partner 1988–1994) | Audit/financial expertise development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avanos Medical Inc. | Director | Current | Not disclosed in SPX proxy |
Board Governance
- Independence: The Board determined O’Leary is independent under NYSE standards and the Company’s Independence Standards .
- Leadership: Non-employee Chairman with defined responsibilities (sets Board agendas, chairs meetings and executive sessions, organizes CEO evaluation, investor communications, liaison functions) .
- Committee assignments: Member, Governance & Sustainability Committee .
- Attendance and engagement: Board met six times in 2024; all directors attended at least 75% of Board and committee meetings during their service period; all directors attended the 2024 annual meeting .
- Board structure: Declassification is being phased in, concluding at the 2027 annual meeting .
- Executive sessions: Non-employee directors meet regularly in executive session without management .
- Risk oversight: Audit Committee oversees ERM and cybersecurity; Compensation Committee oversees compensation risk; Governance & Sustainability Committee oversees governance and sustainability; committees report regularly to the Board .
- Related-party transactions: Audit Committee reviews and must approve any related-party transactions with robust fairness and conflict screening .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (O’Leary) |
|---|---|---|
| Annual Cash Retainer | $90,000 for non-employee directors | Included in cash fees |
| Chairman Fee | $125,000 additional for Chairman role | Included in cash fees |
| Annual Equity Grant (RSUs) | $140,000 grant at Annual Meeting; vests day before next annual meeting; no dividends; optional deferral until six months post Board separation | $140,119 grant-date fair value (998 RSUs on May 14, 2024) |
| Matching Gifts | Up to $10,000 per year | $10,000 |
| Meeting Fees | None (no per-meeting fees); travel reimbursed as needed | N/A |
Director Compensation (2024):
| Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 215,000 (includes $125,000 Chairman fee) | 140,119 | 10,000 | 365,119 |
Performance Compensation
- Directors do not receive performance-based equity (no PSUs) or options; annual director equity is time-based RSUs vesting before the next annual meeting .
- RSU Grant Detail (2024): Grant date May 14, 2024; 998 RSUs; grant-date fair value $140,119; vest the day before the 2025 Annual Meeting; optional deferral until six months after Board service ends .
Company’s performance-linked incentive framework (for executive officers; Board oversight signal):
| Metric (Weight) | Threshold ($mm) | Target ($mm) | Maximum ($mm) | Actual 2024 ($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% |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Avanos Medical Inc. | Director | No SPX-related transactions disclosed in proxy; Audit Committee policy governs any related-party exposure |
Expertise & Qualifications
- Deep SPX history and business understanding; strong financial strategy and M&A experience; governance expertise; leadership skills from public company board service .
- Education and credentials: BA in Accountancy and Law (University of Southampton); CPA (Massachusetts) .
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire Within 60 Days (Options/Stock Units) | Vested Deferred Stock Units | Total Ownership | % of Class |
|---|---|---|---|---|---|
| Patrick J. O’Leary | 15,382 | — | 24,319 | 39,701 | <1.0% |
- Stock Ownership Guidelines: 5× annual retainer for non-employee directors; all directors in compliance as of March 17, 2025 .
- Hedging and pledging: Prohibited for directors and executive officers .
- Section 16(a) compliance: No late ownership reports in 2024 .
Governance Assessment
- Board effectiveness: O’Leary’s non-employee Chair role, independence status, and defined oversight responsibilities provide strong separation of Chair/CEO with structured accountability and regular executive sessions; committees cover ERM, cybersecurity, compensation, and sustainability .
- Engagement: Board and committee attendance thresholds met; all directors attended the 2024 annual meeting—positive signal of engagement .
- Compensation alignment: Director pay is modest, mostly fixed plus time-based RSUs without performance windfalls; chairman differential is transparent; stock ownership guidelines enforced with compliance .
- Shareholder signals: Say-on-Pay approval ~97% at 2024 meeting; Company TSR and performance metrics indicate strong pay-for-performance oversight by the Compensation Committee .
- Conflicts and related-party risk: O’Leary previously served as SPX CFO (retired in 2012) yet is deemed independent; Audit Committee screens any related-party transactions; charitable contribution policy constrains director-controlled solicitations; hedging/pledging prohibitions reduce misalignment risk .
- RED FLAGS:
- As Chair, O’Leary serves on the Governance & Sustainability Committee, which recommends director compensation—potential self-influence, mitigated by committee independence and use of an independent consultant for compensation reviews .
- Prior executive history at SPX could raise perceived legacy influence; Board’s formal independence determination and long separation from management mitigate this .
Overall investor confidence signals are favorable: independent chair structure, strong attendance and engagement, conservative director compensation design, rigorous ownership alignment, and robust committee-based risk oversight .