Tana Utley
SPX TechnologiesAbout Tana L. Utley
Independent director of SPX Technologies since 2015; age 61. Retired Caterpillar Inc. executive (36-year tenure), including service as Chief Technology Officer (appointed 2007) and Vice President of the Large Power Systems Division. Education: B.S. Mechanical Engineering (Bradley University); M.S. in Management (MIT). The Board has determined she is independent under NYSE and Company standards. She currently serves on SPX’s Audit and Compensation Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Caterpillar Inc. | Chief Technology Officer; later VP, Large Power Systems Division; earlier engineering and general management roles | Joined 1986; officer for 13+ years of a 36-year tenure | Led development of near zero‑emissions engines; engineering, operations, and program implementation leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woodward, Inc. | Director (public company) | Current | Not disclosed in SPX proxy |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation Committee (member). No committee chair roles disclosed.
- Independence: Board affirms Utley is independent under NYSE and Company standards.
- Attendance and engagement:
- Board met 6 times in 2024; committees met: Audit 5, Compensation 5, Governance & Sustainability 4. All directors attended ≥75% of Board and committee meetings during their service in 2024.
- All directors attended the 2024 annual meeting of stockholders.
- Executive sessions: Non‑employee directors meet regularly in executive session without management.
- Board declassification: Stockholders approved phasing out the classified board structure; full annual elections by 2027.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non‑employee director cash retainer |
| Committee chair fees | $0 | Not a chair; chair fees are $20,000 (Audit), $15,000 (Compensation, Governance) for chairs only |
| Meeting fees | $0 | No meeting fees; cash paid in equal quarterly installments (pro‑rated for partial quarters) |
| 2024 Fees Earned (cash) | $90,000 | Individual line item for Utley in Director Compensation Table |
Performance Compensation (Director)
| Grant date | Instrument | Shares/Units | Grant‑date fair value | Vesting | Notes |
|---|---|---|---|---|---|
| May 14, 2024 | RSUs | 998 | $140,119 | Vests the day before the next annual meeting | Annual equity retainer equals $140,000; number of RSUs set by grant‑date price; no dividends; election to defer settlement until 6 months post‑Board service available |
Other Directorships & Interlocks
- Current public board: Woodward, Inc. (director). No interlocks or related‑party connections involving Utley are disclosed in SPX’s proxy.
Expertise & Qualifications
- Engineering/operations/continuous improvement; multi‑industrial manufacturing; technology and cybersecurity; environmental impact of manufacturing.
- Completed National Association of Corporate Directors cybersecurity certification coursework (with SPX CEO).
Equity Ownership (Alignment)
| Measure | Value | Detail |
|---|---|---|
| Common shares beneficially owned | 15,382 | Direct/indirect ownership |
| Right to acquire within 60 days (options/RSUs) | — | None shown for Utley |
| Vested deferred stock units (director deferral program) | 24,319 | Deliverable 6 months post‑separation from Board service |
| Total beneficial ownership | 39,701 | Sum of owned shares plus amounts deliverable within 60 days and vested deferred DSUs as defined in table notes |
| Percent of class | <1% | Asterisk indicates less than 1% |
| Stock ownership guidelines | 5x annual cash retainer for directors; 5‑year compliance window; all directors in compliance as of March 17, 2025 | Applies to non‑employee directors; unvested time‑based equity counts; options and unvested performance awards excluded |
| Hedging/Pledging | Prohibited | No SPX director may hedge or pledge SPX securities |
Director Compensation Mix (2024)
| Component | Amount | Source |
|---|---|---|
| Cash fees | $90,000 | Director Compensation Table |
| Equity (RSUs) | $140,119 | 998 RSUs; vests before next annual meeting |
| All other compensation | — | None disclosed for Utley |
| Total | $230,119 | Sum of cash and equity |
Compensation Structure Context (Board/Directors)
- Standard non‑employee director pay: $90,000 cash retainer; $140,000 annual RSU grant; additional fees only for Board/committee chairs; no meeting fees. RSUs may be deferred; no dividend equivalents paid on RSUs. Matching gifts up to $10,000/year; travel reimbursement; spousal travel imputed income if applicable.
- Governance & Sustainability Committee reviews director pay and benchmarks against peers with an independent consultant.
Related‑Party & Conflict Controls
- Audit Committee must pre‑approve related‑party transactions; reviews fairness, alternatives, conflicts, and the related party’s interest.
- Charitable contributions: amounts to organizations where a director/officer serves did not exceed the greater of $1 million or 2% of such organization’s revenues in each of the past three fiscal years.
- Code of Ethics requires avoidance of conflicts, legal compliance, and integrity; posted on the Company website.
Say‑on‑Pay & Investor Engagement (Context for Governance Quality)
- 2024 Say‑on‑Pay approval: approximately 97% of votes cast; average >93% since 2016. Extensive outreach to stockholders owning ~75% of shares.
Governance Assessment
- Strengths
- Independent director with deep industrial engineering/operations experience and NACD cybersecurity training; service on both Audit and Compensation supports board effectiveness.
- Strong engagement: Board and committees met regularly; all directors ≥75% attendance and attended the 2024 annual meeting.
- Alignment: Meaningful equity retainer with ownership guideline of 5x cash retainer; all directors in compliance; hedging/pledging prohibited.
- Robust conflict controls via Audit Committee related‑party policy and conservative charitable contribution thresholds.
- Positive shareholder sentiment on pay governance (97% Say‑on‑Pay).
- Watch items / potential risks
- No specific director‑level attendance percentage disclosed beyond ≥75% threshold (common across many issuers).
- External board (Woodward) noted; SPX proxy does not disclose committee roles at Woodward—monitor for time/commitment constraints if additional roles expand.
No related‑party transactions, pledging, or hedging by directors are disclosed; no red flags observed specific to Utley in the SPX proxy.