Ruth Shaw
SPX TechnologiesAbout Ruth G. Shaw
Ruth G. Shaw, age 77, is an independent director of SPX Technologies (SPXC) serving since 2015. She is Chair of the Governance & Sustainability Committee and a member of the Compensation Committee. Dr. Shaw previously served as Group Executive for Public Policy and President of Duke Nuclear at Duke Energy, and holds a BA and MA from East Carolina University and a PhD from the University of Texas at Austin . The Board has affirmatively determined she is independent under NYSE listing standards and SPX’s Independence Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy Corporation | Group Executive for Public Policy; President, Duke Nuclear | 2006–2007 | Senior leadership of nuclear operations and public policy |
| Duke Power Company (Duke Energy) | President & CEO | 2003–2006 | Led regulated utility operations; board-level governance exposure |
| Duke Energy Corporation | EVP & Chief Administrative Officer | 1997–2003 | Oversight of HR, administration; governance and compensation exposure |
| The Duke Energy Foundation | President | 1994–2003 | Led corporate philanthropy, external relations |
| Duke Energy Corporation | Various roles | 1992–1997 | Progressive leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DTE Energy | Lead Director | Not specified | Served as lead director; extensive corporate board experience |
| Dow Inc. | Board Committee Chair | Not specified | Served as a committee chair |
| Wachovia | Board Committee Chair | Not specified | Served as a committee chair |
| Southwire | Board Committee Chair | Not specified | Served as a committee chair |
| University of North Carolina Charlotte | Director and Chair | Not specified | Leadership on academic/non-profit boards |
| UNCC Charlotte Foundation | Director and Chair | Not specified | Foundation governance |
| Foundation for the Carolinas | Director and Chair | Not specified | Philanthropy governance |
| The Carolina Thread Trail | Director and Chair | Not specified | Environmental/community governance |
| United Way of Central Carolinas | Director and Chair | Not specified | Community impact; governance |
| Arts & Science Council | Director and Chair | Not specified | Cultural institution governance |
| Nuclear Energy Institute (NEI) | Executive Committee member | Not specified | Industry policy engagement |
| Institute of Nuclear Power Operations (INPO) | Executive Committee member | Not specified | Nuclear safety/operations governance |
Note: Proxy disclosure lists service and leadership roles; current public-company board memberships beyond SPX are not explicitly stated in the 2025 proxy .
Board Governance
- Committee assignments: Governance & Sustainability Committee (Chair); Compensation Committee (member) .
- Independence: Determined independent by the Board under NYSE and SPX standards .
- Attendance: Board met six times in 2024; committees met Audit (5), Compensation (5), Governance & Sustainability (4). 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; also meet in executive session with CEO as deemed appropriate .
- Declassification: Board declassification approved in 2024; full annual elections phased in through 2027 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Paid quarterly in arrears; no meeting fees |
| Governance & Sustainability Committee Chair fee | $15,000 | Additional cash fee for chair role |
| Total cash fees (2024) | $105,000 | As reported for Dr. Shaw |
| Equity retainer (RSUs) | $140,000 | Grants under 2019 Stock Plan; fair value $140,119 for 998 RSUs on May 14, 2024; vests day before next annual meeting |
| Dividends on RSUs | $0 | No dividends or dividend equivalents on director RSUs |
| Matching charitable gifts | Up to $10,000 | Company matches qualified director donations |
| Travel reimbursement | Reasonable expenses | Includes director development; spouse travel imputed income if applicable |
Director Compensation Table (2024) – Dr. Shaw:
| Fees Earned (Cash) | Stock Awards | All Other Compensation | Total |
|---|---|---|---|
| $105,000 | $140,119 | $0 | $245,119 |
| Source: SPX Director Compensation Table . |
Performance Compensation
| Element | Structure | Metrics | Payout Range | Vesting |
|---|---|---|---|---|
| Director RSUs | Time-based | None | N/A | Vests in full the day before the next annual meeting (one-year term) |
| Deferral feature | Post-vesting deferral optional | None | N/A | Settlement may be deferred until six months post-separation or earlier upon Change in Control |
Directors do not receive options or PSUs tied to financial metrics; equity is time-based RSUs only .
Other Directorships & Interlocks
| Company/Institution | Relationship to SPX | Potential Interlock/Conflict Notes |
|---|---|---|
| DTE Energy (lead director), Dow Inc., Wachovia, Southwire | External boards historically | No SPX-disclosed related-party transactions tied to these roles; Audit Committee oversees related-party policies . |
| Multiple non-profit/academic boards | External leadership | Board policy limits charitable contributions; amounts stayed below materiality thresholds in past three years . |
Expertise & Qualifications
- Deep experience in corporate governance, executive compensation, HR management, IT, communications/public relations, environment/health/safety, sustainability, procurement, and diversity; multi-industry exposure (utilities, industrials) .
- Significant committee leadership across Governance, Compensation, Sustainability; service on Audit, Finance, and Risk committees .
Equity Ownership
| Holder | Shares Owned | Shares Acquirable within 60 days (options/RSUs) | Vested Deferred RSUs | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Ruth G. Shaw | 37,633 | 998 | 2,068 | 39,701 | <1% |
| Source: Directors and Executive Officers Ownership Table, as of March 17, 2025 . |
- Stock ownership guidelines: 5× annual cash retainer for directors; all directors in compliance as of March 17, 2025 .
- Hedging/pledging: Hedging and pledging of Company stock prohibited for directors and executive officers .
Governance Assessment
- Alignment and independence: Clear independence, robust governance experience, and chairing of Governance & Sustainability indicates strong board effectiveness; regular executive sessions support independent oversight .
- Attendance and engagement: Met Board/committee attendance thresholds and attended annual meeting; committee leadership suggests active engagement .
- Compensation structure for directors: Balanced cash/equity, no meeting fees, time-based RSUs with deferral optionality; ownership guidelines at 5× retainer reinforce alignment, and all directors are compliant .
- Related-party/conflicts: Audit Committee reviews and must approve related-party transactions; Board policy on charitable contributions limits potential conflicts. No specific related-party transactions disclosed in the proxy .
- Shareholder signals: Say-on-Pay support was ~97% in 2024; SPX engages investors owning ~75% of shares, indicating strong investor confidence in compensation governance .
Red Flags
- None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or option repricing. Director equity is time-based (no performance re-targeting), and company prohibits hedging/pledging and tax gross-ups in termination payments for executives, reducing governance risk exposure .